Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-38819 | ||
Entity Registrant Name | SUPER LEAGUE GAMING, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1990734 | ||
Entity Address, Address Line One | 2912 Colorado Ave., Suite #203 | ||
Entity Address, City or Town | Santa Monica | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90404 | ||
City Area Code | 802 | ||
Local Phone Number | 294-2754 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | SLGG | ||
Security Exchange Name | NASDAQ | ||
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 | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26,440,000 | ||
Entity Common Stock, Shares Outstanding (in shares) | 37,605,973 | ||
Auditor Firm ID | 23 | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | Los Angeles, California | ||
Entity Central Index Key | 0001621672 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 2,482,000 | $ 14,533,000 |
Accounts receivable | 6,134,000 | 6,328,000 |
Prepaid expense and other current assets | 1,381,000 | 1,334,000 |
Total current assets | 9,997,000 | 22,195,000 |
Property and Equipment, net | 147,000 | 104,000 |
Intangible and Other Assets, net | 20,066,000 | 24,243,000 |
Goodwill | 0 | 50,263,000 |
Total assets | 30,210,000 | 96,805,000 |
Current Liabilities | ||
Accounts payable | 6,697,000 | 5,514,000 |
Accrued contingent consideration (Note 5) | 3,206,000 | 0 |
Deferred revenue | 111,000 | 76,000 |
Convertible note payable and accrued interest (Note 6) | 679,000 | 0 |
Total current liabilities | 10,693,000 | 5,590,000 |
Deferred taxes | 313,000 | 518,000 |
Total liabilities | 11,006,000 | 6,108,000 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; 10,323 and no shares issued and outstanding as of December 31, 2022 and 2021, respectively (Note 7). | 0 | 0 |
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 37,605,973 and 36,809,187 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 47,000 | 46,000 |
Additional paid-in capital | 229,900,000 | 215,943,000 |
Accumulated deficit | (210,743,000) | (125,292,000) |
Total stockholders’ equity | 19,204,000 | 90,697,000 |
Total liabilities and stockholders’ equity | $ 30,210,000 | $ 96,805,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued (in shares) | 10,323 | 0 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 10,323 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued (in shares) | 37,605,973 | 36,809,187 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 37,605,973 | 36,809,187 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | $ 19,677,000 | $ 11,672,000 |
COST OF REVENUES | 11,162,000 | 6,547,000 |
GROSS PROFIT | 8,515,000 | 5,125,000 |
OPERATING EXPENSES | ||
Selling, marketing and advertising | 12,036,000 | 9,670,000 |
Engineering, technology and development | 15,876,000 | 11,100,000 |
General and administrative | 12,094,000 | 9,435,000 |
Contingent consideration | 3,206,000 | 0 |
Impairment of goodwill | 50,263,000 | 0 |
Total operating expenses | 93,475,000 | 30,205,000 |
NET OPERATING LOSS | (84,960,000) | (25,080,000) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (679,000) | (5,000) |
Gain on loan forgiveness | 0 | 1,213,000 |
Other | (17,000) | 13,000 |
Total other income | (696,000) | 1,221,000 |
LOSS BEFORE BENEFIT FROM INCOME TAXES | (85,656,000) | (23,859,000) |
Benefit from income taxes | 205,000 | 3,111,000 |
NET LOSS | $ (85,451,000) | $ (20,748,000) |
Net loss attributable to common stockholders - basic and diluted | ||
Basic and diluted loss per common share (in dollars per share) | $ (2.30) | $ (0.69) |
Weighted-average number of shares outstanding, basic and diluted (in shares) | 37,189,495 | 29,882,828 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Preferred Stock [Member] Series A-3 Preferred Stock [Member] | Preferred Stock [Member] Series A-4 Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] March 2021 Offering [Member] | Common Stock [Member] February 2021 Offering [Member] | Common Stock [Member] January 2021 Offering [Member] | Common Stock [Member] May 2020 Offering [Member] | Common Stock [Member] Sales Agreement [Member] | Common Stock [Member] Mobcrush Acquisition [Member] | Common Stock [Member] Bannerfy Acquisition [Member] | Common Stock [Member] Bloxbiz [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] Series A-2 Preferred Stock [Member] | Additional Paid-in Capital [Member] Series A-3 Preferred Stock [Member] | Additional Paid-in Capital [Member] Series A-4 Preferred Stock [Member] | Additional Paid-in Capital [Member] March 2021 Offering [Member] | Additional Paid-in Capital [Member] February 2021 Offering [Member] | Additional Paid-in Capital [Member] January 2021 Offering [Member] | Additional Paid-in Capital [Member] Sales Agreement [Member] | Additional Paid-in Capital [Member] Mobcrush Acquisition [Member] | Additional Paid-in Capital [Member] Bannerfy Acquisition [Member] | Additional Paid-in Capital [Member] Bloxbiz [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Series A-3 Preferred Stock [Member] | Series A-4 Preferred Stock [Member] | Total |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 0 | |||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 0 | 0 | 0 | 0 | 1,512,499 | 2,926,830 | 3,076,924 | 0 | 0 | |||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||||||||||||
Balance, beginning of period at Dec. 31, 2020 | $ 0 | $ 25,000 | $ 115,459,000 | $ (104,544,000) | ||||||||||||||||||||||||||||
Issuance of shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,000 | $ 3,000 | $ 3,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 13,540,000 | $ 11,927,000 | $ 7,924,000 | ||||||||||||||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 15,483,010 | |||||||||||||||||||||||||||||||
Common stock issued for Acquisition (in shares) | 12,067,571 | 415,855 | 1,030,928 | |||||||||||||||||||||||||||||
Stock-based compensation (in shares) | 295,570 | |||||||||||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2021 | 36,809,187 | 36,809,187 | ||||||||||||||||||||||||||||||
Common stock issued for Acquisition | $ 12,000 | $ 1,000 | $ 59,843,000 | $ 1,768,000 | $ 2,999,000 | |||||||||||||||||||||||||||
Stock-based compensation | 2,381,000 | |||||||||||||||||||||||||||||||
Stock option exercises | 111,000 | |||||||||||||||||||||||||||||||
Other Issuances of Common Stock (Note 7) | $ (9,000) | |||||||||||||||||||||||||||||||
Net Loss | (20,748,000) | $ (20,748,000) | ||||||||||||||||||||||||||||||
Balance, end of period at Dec. 31, 2021 | $ 0 | $ 46,000 | 215,943,000 | (125,292,000) | $ 90,697,000 | |||||||||||||||||||||||||||
Issuance of shares (in shares) | 5,359 | 1,297 | 1,733 | 1,934 | 0 | 0 | 0 | 0 | 381,064 | 5,359 | 1,297 | 1,733 | 1,934 | 10,323 | ||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2022 | 10,323 | |||||||||||||||||||||||||||||||
Issuance of shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,000 | $ 4,607,000 | $ 1,128,000 | $ 1,508,000 | $ 1,683,000 | $ 0 | $ 0 | $ 0 | $ 320,000 | |||||||||||||||
Common stock issued for Acquisition (in shares) | 0 | 53,660 | 0 | |||||||||||||||||||||||||||||
Stock-based compensation (in shares) | 362,062 | |||||||||||||||||||||||||||||||
Balance, end of period (in shares) at Dec. 31, 2022 | 37,605,973 | 37,605,973 | ||||||||||||||||||||||||||||||
Common stock issued for Acquisition | $ 0 | $ 0 | $ 0 | $ 220,000 | $ 0 | |||||||||||||||||||||||||||
Stock-based compensation | 4,491,000 | |||||||||||||||||||||||||||||||
Stock option exercises | 0 | |||||||||||||||||||||||||||||||
Net Loss | (85,451,000) | $ (85,451,000) | ||||||||||||||||||||||||||||||
Balance, end of period at Dec. 31, 2022 | $ 0 | $ 47,000 | $ 229,900,000 | $ (210,743,000) | $ 19,204,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) | Dec. 31, 2022 $ / shares |
Preferred Stock [Member] | Series A Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | $ 1,000 |
Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Preferred Stock [Member] | Series A-3 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Preferred Stock [Member] | Series A-4 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Common Stock [Member] | March 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 9 |
Common Stock [Member] | February 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 4.10 |
Common Stock [Member] | January 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 2.60 |
Common Stock [Member] | May 2020 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 3.50 |
Additional Paid-in Capital [Member] | Series A Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Additional Paid-in Capital [Member] | Series A-2 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Additional Paid-in Capital [Member] | Series A-3 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Additional Paid-in Capital [Member] | Series A-4 Preferred Stock [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 1,000 |
Additional Paid-in Capital [Member] | March 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 9 |
Additional Paid-in Capital [Member] | February 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | 4.10 |
Additional Paid-in Capital [Member] | January 2021 Offering [Member] | |
Shares Issued, Price Per Share (in dollars per share) | $ 2.60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (85,451,000) | $ (20,748,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,403,000 | 3,323,000 |
Stock-based compensation | 4,263,000 | 2,381,000 |
Impairment of goodwill | 50,263,000 | 0 |
Write off of intangible asset | 423,000 | 0 |
Amortization of convertible notes discount (Note 6) | 280,000 | 0 |
Gain on loan forgiveness (Note 6) | 0 | (1,213,000) |
Change in valuation allowance (Note 5) | (9,205,000) | (2,550,000) |
Changes in assets and liabilities: | ||
Accounts receivable | 193,000 | (4,270,000) |
Prepaid expenses and other current assets | 182,000 | (348,000) |
Accounts payable and accrued expenses | 1,402,000 | 1,328,000 |
Accrued contingent consideration (Note 5) | 3,206,000 | 0 |
Deferred revenue | 35,000 | (54,000) |
Deferred taxes | (205,000) | (38,000) |
Accrued interest on notes payable | 180,000 | 5,000 |
Net cash used in operating activities | (19,826,000) | (22,707,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (149,000) | (22,000) |
Purchase of third-party game properties | (500,000) | 0 |
Capitalization of software development costs | (923,000) | (1,065,000) |
Acquisition of other intangible and other assets | (118,000) | (205,000) |
Net cash used in investing activities | (1,690,000) | (4,203,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | 8,926,000 | 0 |
Proceeds from issuance of common stock, net of issuance costs (Note 7) | 320,000 | 33,390,000 |
Proceeds from note payable (Note 6) | 4,000,000 | 0 |
Payments on convertible notes (Note 6) | (3,781,000) | 0 |
Proceeds from stock option exercises | 0 | 111,000 |
Net cash provided by financing activities | 9,465,000 | 33,501,000 |
(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS | (12,051,000) | 6,591,000 |
CASH AND CASH EQUIVALENTS – beginning of year | 14,533,000 | 7,942,000 |
CASH AND CASH EQUIVALENTS – end of year | 2,482,000 | 14,533,000 |
Mobcrush Acquisition [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in valuation allowance (Note 5) | 0 | (3,073,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash acquired in connection with Mobcrush Acquisition (Note 5) | 0 | 586,000 |
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES | ||
Issuance of common stock | 0 | 59,855,000 |
Bannerfy Acquisition [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid in connection with Acquisition | 0 | (497,000) |
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES | ||
Issuance of common stock | 220,000 | 1,705,000 |
Bloxbiz [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid in connection with Acquisition | 0 | (3,000,000) |
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES | ||
Issuance of common stock | $ 0 | $ 3,000,000 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. DESCRIPTION OF BUSINESS Super League Gaming, Inc. (Nasdaq: SLGG), (“Super League,” the “Company,” “we,” “us” or “our”) is a leading publisher of games, monetization tools and content channels across metaverse gaming platforms that empower developers, energize players, and entertain fans. Our solutions provide incomparable access to an audience consisting of players in the largest global metaverse game environments, fans of hundreds of thousands of gaming influencers, and viewers of gameplay content across major social media and digital video platforms. Fueled by proprietary and patented technology systems, the Company’s platform includes access to vibrant in-game communities, a leading metaverse advertising platform, a network of highly viewed channels and original shows on Instagram, TikTok, Snap, YouTube, and Twitch, cloud-based livestream production tools, and an award-winning esports invitational tournament series. Super League’s properties deliver powerful opportunities for brands and advertisers to achieve impactful insights and marketing outcomes with gamers of all ages. Super League was incorporated on October 1, 2014 as Nth Games, Inc. under the laws of the State of Delaware and changed its name to Super League Gaming, Inc. on June 15, 2015. We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012, as amended. Acquisition of Mobcrush Streaming, Inc. Acquisition of Bannerfy, LTD. Acquisition of Bloxbiz Co. (doing business as, and hereinafter referred to as Super Biz ). In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of the fiscal year 2021 acquisitions described above for the applicable periods subsequent to the respective transaction closing dates. Refer to Note 5 for additional information. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from these estimates. The Company believes that, of the significant accounting policies described herein, the accounting policies associated with revenue recognition, impairment of goodwill and intangibles, stock-based compensation expense, capitalized internal-use-software costs, accounting for business combinations, accounting for convertible debt, including estimates and assumptions used to calculate the fair value of debt instruments, accounting for convertible preferred stock, and accounting for income taxes and valuation allowances against net deferred tax assets, require its most difficult, subjective, or complex judgments. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Including a noncash goodwill impairment charge of $50.3 million in fiscal year 2022, the Company incurred net losses of $85.5 million and $20.7 million during the years ended December 31, 2022 and 2021, respectively, and had an accumulated deficit of $210.7 million (including fiscal year 2022 noncash goodwill impairment charges of $50.3 million) as of December 31, 2022. For the years ended December 31, 2022 and 2021 net cash used in operating activities totaled $19.8 million and $22.7 million, respectively. The Company had cash and cash equivalents of $2.5 million and $14.5 million as of December 31, 2022 and 2021, respectively. To date, our principal sources of capital used to fund our operations and growth have been the net proceeds received from equity and debt financings. We have and will continue to use significant capital for the growth and development of our business, and, as such, we expect to seek additional capital either from operations, or that may be available from future issuance(s) of common stock, preferred stock and / or debt financings, to fund our planned operations. Accordingly, our results of operations and the implementation of our long-term business strategies have been and could continue to be adversely affected by general conditions in the global economy, including conditions that are outside of our control. The most recent global financial crisis caused by severe geopolitical conditions, including conflicts abroad, and the lingering effects of COVID-19 and the threat of other outbreaks, have resulted in extreme volatility, disruptions and downward pressure on stock prices and trading volumes across the capital and credit markets in which we traditionally operate. A severe or prolonged economic downturn could result in a variety of risks to our business and could have a material adverse effect on us, including limiting our ability to obtain additional funding from the capital and credit markets. In management’s judgement, these conditions raise substantial doubt about the ability of the Company to continue as a going concern as contemplated by ASC 205-40. Management’s Plans The Company experienced significant growth in fiscal year 2022 and 2021 through organic and inorganic growth activities, including the expansion of our premium advertising inventory and quarter over quarter and year over year increases in recognized revenue across our primary revenue streams. In fiscal year 2022, we focused on the continued expansion of our service offerings and revenue growth opportunities through internal development, collaborations, and through opportunistic strategic acquisitions, as well as management and reduction of operating costs. Management continues to consider alternatives for raising capital to facilitate our growth and execute our business strategy, including strategic partnerships and or other forms of equity or debt financings. During the fourth quarter of 2022, we entered into subscription agreements with accredited investors relating to offerings with respect to the sale of an aggregate of 10,323 shares of newly designated Series A, A-2, A-3 and A-4 Convertible Preferred Stock, each series having a $0.001 par value and a $1,000 purchase price, raising net proceeds totaling $8.9 million, after deducting placement agent and other financing costs totaling $1.4 million. Use of net proceeds from the preferred stock offerings included the repayment of certain indebtedness and working capital and general corporate purposes, including sales and marketing activities and product development. In addition, on January 31, 2023, we entered into subscription agreements with accredited investors in connection with the sale of an aggregate of 2,299 shares of newly designated Series A-5 Convertible Preferred Stock, par value $0.001 per share, at a purchase price of $1,000 per share, raising net proceeds of $2,000,000, after deducting placement agent costs of $299,000. Pursuant to the terms of the SPA (Note 7), $4.2 million of the net proceeds were utilized in connection with the partial redemption of the Notes as of March 31, 2023. On May 16, 2022, as further described at Note 6, the Company entered into a securities purchase agreement with three institutional investors, providing for the sale and issuance of a new series of senior convertible notes in the aggregate original principal amount of $4,320,000, of which 8% is an original issue discount. As further described at Note 7, on March 25, 2022, we entered into a common stock purchase agreement with an institutional investor. Pursuant to the agreement, the Company has the right, but not the obligation, to sell to the investor, and the investor is obligated to purchase, up to $10,000,000 of newly issued shares of the Company’s common stock, from time to time during the term of the agreement, subject to certain limitations and conditions. The Company considers historical operating results, costs, capital resources and financial position, in combination with current projections and estimates, as part of its plan to fund operations over a reasonable period. Management's considerations assume, among other things, that the Company will continue to be successful implementing its business strategy, that there will be no material adverse developments in the business, liquidity or capital requirements, and the Company will be able to raise additional equity and / or debt financing on acceptable terms. If one or more of these factors do not occur as expected, it could cause a reduction or delay of its business activities, sales of material assets, default on its obligations, or forced insolvency. The accompanying financial statements do not contain any adjustments which might be necessary if the Company were unable to continue as a going concern. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. We may continue to evaluate potential strategic acquisitions. To finance such strategic acquisitions, we may find it necessary to raise additional equity capital, incur debt, or both. Any efforts to seek additional funding could be made through issuances of equity or debt, or other external financing. However, additional funding may not be available on favorable terms, or at all. The capital and credit markets have experienced extreme volatility and disruption periodically and such volatility and disruption may occur in the future. If we fail to obtain additional financing when needed, we may not be able to execute our business plans which, in turn, would have a material adverse impact on our financial condition, our ability to meet our obligations, and our ability to pursue our business strategies. Reclassifications Certain reclassifications to operating expense line items have been made to prior year amounts for consistency and comparability with the current year’s consolidated financial statement presentation. These reclassifications had no effect on the reported total operating expense for the periods presented. Revenue Recognition Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. In this regard, revenue is recognized when: (i) the parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations; (ii) the entity can identify each party’s rights regarding the goods or services to be transferred; (iii) the entity can identify the payment terms for the goods or services to be transferred; (iv) the contract has commercial substance (that is, the risk, timing, or amount of the entity’s future cash flows is expected to change as a result of the contract); and (v) it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Transaction prices are based on the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties, if any. We consider the explicit terms of the revenue contract, which are typically written and executed by the parties, our customary business practices, the nature, timing, and the amount of consideration promised by a customer in connection with determining the transaction price for our revenue arrangements. Refunds and sales returns historically have not been material. The Company generates revenue from (i) innovative advertising including immersive game world and experience publishing and in-game media products, (ii) direct to consumer offers, including in-game items, e-commerce, game passes and ticketing and digital collectibles, and (iii) content and technology through the production and distribution of our own, advertiser and third-party content. The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction and is evaluated on a transaction-by-transaction basis. To the extent the Company acts as the principal, revenue is reported on a gross basis net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. Where applicable, the Company has determined that it acts as the principal in all of its advertising and sponsorships, content and direct to consumer revenue streams, except in situations where we utilize a reseller partner with respect to direct advertising sales arrangements. Revenue billed or collected in advance is recorded as deferred revenue until the event occurs or until applicable performance obligations are satisfied. Advertising and Sponsorships Advertising revenue primarily consists of direct sales activity along with sales of programmatic display and video advertising units to third-party advertisers and exchanges. Advertising arrangements typically include contract terms for time periods ranging from several days to several weeks in length. For advertising arrangements that include performance obligations satisfied over time, customers typically simultaneously receive and consume the benefits under the arrangement as we satisfy our performance obligations, over the applicable contract term. As such, revenue is recognized over the contract term based upon estimates of progress toward complete satisfaction of the contract performance obligations (typically utilizing a time, effort or delivery-based method of estimation). Revenue from shorter-term advertising arrangements that provide for a contractual delivery or performance date is recognized when performance is substantially complete and or delivery occurs. Payments are typically due from customers during the term of the arrangement for longer-term campaigns, and once delivery is complete for shorter-term campaigns. Sponsorship revenue arrangements may include: exclusive or non-exclusive title sponsorships, marketing benefits, official product status exclusivity, product visibly and additional infrastructure placement, social media rights, rights to on-screen activations and promotions, display material rights, media rights, hospitality and tickets and merchandising rights. Sponsorship revenue also includes revenue pursuant to arrangements with brand and media partners, retail venues, game publishers and broadcasters that allow our partners to run amateur esports experiences, and or capture specifically curated gameplay content that is customized for our partners’ distribution channels. Sponsorship arrangements typically include contract terms for time periods ranging from several weeks or months to terms of twelve months in length. For sponsorship arrangements that include performance obligations satisfied over time, customers typically simultaneously receive and consume the benefits under the agreement as we satisfy our performance obligations, over the applicable contract term. As such, revenue is recognized over the contract term based upon estimates of progress toward complete satisfaction of the contract performance obligations (typically utilizing a time, effort or delivery-based method of estimation). Payments are typically due from customers during the term of the arrangement. Revenue from sponsorship arrangements for one-off branded experiences and/or the development of content tailored specifically for our partners’ distribution channels that provide for a contractual delivery or performance date, is recognized at a point in time, when performance is substantially complete and or delivery occurs. Content Sales Content sales revenue is generated in connection with our curation and distribution of esports and entertainment content for our own network of digital channels and media and entertainment partner channels. We distribute three primary types of content for syndication and licensing, including: (1) our own original programming content, (2) user generated content (“UGC”), including online gameplay and gameplay highlights, and (3) the creation of content for third parties utilizing our remote production and broadcast technology. For content arrangements that include performance obligations satisfied over time, customers typically simultaneously receive and consume the benefits under the arrangement as we satisfy our performance obligations, over the applicable contract term. As such, revenue is recognized over the contract term based upon estimates of progress toward complete satisfaction of the contract performance obligations (typically utilizing a time, effort or delivery-based method of estimation). Revenue from shorter-term content sales arrangements that provide for a contractual delivery or performance date is recognized when performance is substantially complete and/or delivery occurs. Payments are typically due from customers during the term of the arrangement for longer-term campaigns, and once delivery is complete for shorter-term campaigns. Direct to Consumer Direct to consumer revenue primarily consists of monthly digital subscription fees, and sales of in-game digital goods. Subscription revenue is recognized in the period the services are rendered. Payments are typically due from customers at the point of sale. InPvP Platform Generated Sales Transactions. Revenue for digital goods sold on the platform is recognized when Microsoft (our partner) collects the revenue and facilitates the transaction on the platform. Revenue for such arrangements includes all revenue generated, bad debt, make goods, and refunds of all transactions managed via the platform by Microsoft. The revenue is recognized on a monthly basis. Payments are made to the Company monthly based on the reconciled sales revenue generated. Revenue was comprised of the following for the periods presented: 2022 2021 Advertising and sponsorships $ 13,957,000 $ 8,005,000 Content sales 3,911,000 2,264,000 Direct to consumer 1,809,000 1,403,000 $ 19,677,000 $ 11,672,000 For the fiscal years ended December 31, 2022 and 2021, 32% and 19% of revenues were recognized at a single point in time, and 68% and 81% of revenues were recognized over time, respectively. Cost of Revenues Cost of revenue includes direct costs incurred in connection with the satisfaction of performance obligations under our revenue arrangements including internal and third-party engineering, creative, content, broadcast and other personnel, talent and influencers, developers, content capture and production services, direct marketing, cloud services, software, prizing, and revenue sharing fees. Advertising Gaming experience and Super League brand related advertising costs include the cost of ad production, social media, print media, marketing, promotions, and merchandising. The Company expenses advertising costs as incurred. Advertising costs are included in selling, marketing and advertising expense in the accompanying statements of operations. Advertising expense for the fiscal years ended December 31, 2022 and 2021 were $507,000 and $568,000, respectively. Engineering, Technology and Development Costs Components of our platform are available on a “free to use,” “always on basis,” and are utilized and offered as an audience acquisition tool, as a means of growing our audience, engagement, viewership, players and community. Engineering, technology and development related operating expense includes the costs described below, incurred in connection with our audience acquisition and viewership expansion activities. Engineering, technology and development related operating expense includes (i) allocated internal engineering personnel expense, including salaries, noncash stock compensation, taxes and benefits, (ii) third-party contract software development and engineering expense, (iii) internal use software cost amortization expense, and (iv) technology platform related cloud services, broadband and other platform expense, incurred in connection with our audience acquisition and viewership expansion activities, including tools and product offering development, testing, minor upgrades and features, free to use services, corporate information technology and general platform maintenance and support. Cash and Cash Equivalents The Company considers all highly-liquid, short-term investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s cash equivalents consisted of investments in AAA-rated money market funds for the periods presented. Accounts Receivable Accounts receivable are recorded at the original invoice amount, less an estimate made for doubtful accounts, if any. The Company provides an allowance for doubtful accounts for potential credit losses based on its evaluation of the collectability and the customers’ creditworthiness. Accounts receivable are written off when they are determined to be uncollectible. As of December 31, 2022 and 2021, no allowance for doubtful accounts was deemed necessary. Fair Value Measurements Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2 Level 3. Unobservable inputs which are supported by little or no Certain assets and liabilities are required to be recorded at fair value on a recurring basis, including derivative financial instruments and convertible notes payable recorded at fair value (Note 6). The convertible notes outstanding at December 31, 2022 are recorded at fair value, using Level 3 inputs. Certain long-lived assets may be periodically required to be measured at fair value on a nonrecurring basis, including long-lived assets that are impaired. The fair value for other assets and liabilities such as cash, restricted cash, accounts receivable, receivables reserved for users, other receivables, prepaid expense and other current assets, accounts payable and accrued expense, and liabilities to customers have been determined to approximate carrying amounts due to the short maturities of these instruments. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to a liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in the statement of operations. Property and Equipment Property and equipment are recorded at cost. Major additions and improvements that materially extend useful lives of property and equipment are capitalized. Maintenance and repairs are charged against the results of operations as incurred. When these assets are sold or otherwise disposed of, the asset and related depreciation are relieved, and any gain or loss is included in the statements of operations for the period of sale or disposal. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the assets, typically over a three five-year Acquisitions Acquisition Method Cost Accumulation Model. Contingent consideration, representing an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable. Contingent consideration recognized is included in the initial cost of the assets acquired, with subsequent changes in the recorded amount of contingent consideration recognized as an adjustment to the cost basis of the acquired assets. Subsequent changes are allocated to the acquired assets based on their relative fair value. Depreciation and/or amortization of adjusted assets are recognized as a cumulative catch-up adjustment, as if the additional amount of consideration that is no longer contingent had been accrued from the outset of the arrangement. Contingent consideration that is paid to sellers that remain employed by the acquirer and linked to future services is generally considered compensation cost and recorded in the statement of operations in the post-combination period. Intangible Assets Intangible assets primarily consist of (i) internal-use software development costs, (ii) domain name, copyright and patent registration costs, (iii) commercial licenses and branding rights, (iv) developed technology acquired, (v) partner, customer, creator and influencer related intangible assets acquired and (vi) other intangible assets, which are recorded at cost (or in accordance with the acquisition method or cost accumulation methods described above) and amortized using the straight-line method over the estimated useful lives of the assets, ranging from three to 10 years. Software development costs incurred to develop internal-use software during the application development stage are capitalized and amortized on a straight-line basis over the software’s estimated useful life, which is generally three Impairment of Long-Lived Assets The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Factors we consider important, which could trigger an impairment review, include the following: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of our use of the acquired assets or the strategy for our overall business; significant negative industry or economic trends; significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments; and significant decline in our stock price for a sustained period. In the event the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Other assets of a reporting unit that are held and used may be required to be tested for impairment when certain events trigger interim goodwill impairment tests. In such situations, other assets, or asset groups, are tested for impairment under their respective standards and the other assets’ or asset groups’ carrying amounts are adjusted for impairment before testing goodwill for impairment as described below. For the periods presented herein, management believes that there was no impairment of long-lived assets. There can be no assurance, however, that market conditions or demand for the Company’s products or services will not change, which could result in long-lived asset impairment charges in the future. Goodwill The Company currently has one reporting unit. The following table presents the changes in the carrying amount of goodwill for the periods presented. 2022 2021 Beginning Balance $ 50,263,000 $ 2,565,000 Acquisitions (See Note 5) - 47,698,000 Impairment charges (50,263,000 ) - Ending Balance $ - $ 50,263,000 Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (December 31) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We consider our market capitalization and the carrying value of our assets and liabilities, including goodwill, when performing our goodwill impairment tests. We operate in one reporting segment. If a potential impairment exists, a calculation is performed to determine the fair value of existing goodwill. This calculation can be based on quoted market prices and / or valuation models, which consider the estimated future undiscounted cash flows resulting from the reporting unit, and a discount rate commensurate with the risks involved. Third-party appraised values may also be used in determining whether impairment potentially exists. In assessing goodwill impairment, significant judgment is required in connection with estimates of market values, estimates of the amount and timing of future cash flows, and estimates of other factors that are used to determine the fair value of our reporting unit. If these estimates or related projections change in future periods, future goodwill impairment tests may result in charges to earnings. When conducting the Company’s annual or interim goodwill impairment assessment, we initially perform a qualitative evaluation of whether it is more likely than not that goodwill is impaired. In evaluating whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we consider the guidance set forth in ASC 350, which requires an entity to assess relevant events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, financial performance and other relevant events or circumstances. September 30, 2022 Goodwill Impairment Testing At September 30, 2022, prior to the completion of our goodwill impairment testing, the goodwill balance totaled $50.3 million. At September 30, 2022, from a qualitative standpoint, we considered the Company’s history of reported losses and negative cash flows from operating activities, and also considered the sustained downturn in industry and macroeconomic conditions, including inflationary pressures and potential reductions in advertising spending and the sustained downturn of the broader mid-cap and micro-cap equity markets in the third quarter of 2022. We also considered that the Company experienced significant inorganic and organic growth in fiscal 2021, including the impact of the acquisitions of Mobcrush, Bannerfy and Super Biz on our premium advertising inventory, product offerings to advertisers, current period revenue recognized and future revenue generating opportunities. However, We utilized the market capitalization of the Company as of September 30, 2022, a Level 1 input as described above, to estimate the fair value of the Company’s single reporting unit. The estimated market capitalization was determined by multiplying our September 30, 2022 stock price and the common shares outstanding as of September 30, 2022. The market capitalization approach was utilized to estimate the fair value of our single reporting unit as of September 30, 2022, due to the significance of the decline in stock price as of September 30, 2022, resulting in a market capitalization that was 38% of the net book value of our single reporting unit. Based on the analysis, the estimated fair value of our reporting unit was $25.2 million, compared to a carrying value of our single reporting unit of $67.3 million as of September 30, 2022. As such, the fair value of our single reporting unit was deemed to be below its carrying value as of September 30, 2022, resulting in a goodwill impairment charge of $42.0 million, which was reflected in the consolidated statement of operations for the nine months ended September 30, 2022. December 31, 2022 Goodwill Impairment Testing At December 31, 2022, prior to the completion of our goodwill impairment testing, the goodwill balance totaled $8.3 million. At December 31, 2022, from a qualitative standpoint, we considered the factors described above under “September 30, 2022 Goodwill Impairment Testing,” including the current period reported loss and negative cash flows from operating activities, and the sustained downturn in industry and macroeconomic conditions, including inflationary pressures and potential reductions in advertising spending and the sustained downturn of the broad |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2022 and 2021: 2022 2021 Computer hardware $ 3,314,000 $ 3,165,000 Furniture and fixtures 356,000 356,000 3,670,000 3,521,000 Less: accumulated depreciation and amortization (3,523,000 ) (3,417,000 ) $ 147,000 $ 104,000 Depreciation and amortization expense for property and equipment was $106,000 and $73,000 for the years ended December 31, 2022 and 2021, respectively. |
Note 4 - Intangible and Other A
Note 4 - Intangible and Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 4. INTANGIBLE AND OTHER ASSETS Intangible and other assets consisted of the following for the periods presented: December 31, December 31, Useful 2022 2021 Life (Years) Partner and customer relationships $ 13,376,000 $ 13,376,000 3 - 7 Capitalized software development costs 5,262,000 4,339,000 3 Capitalized third-party game property costs 500,000 - 5 Developed technology 7,880,000 7,880,000 5 - 7 Influencers/content creators 2,559,000 2,559,000 3 - 5 Trade name 189,000 189,000 7 Domain 68,000 68,000 5 - 10 Copyrights and other 760,000 1,141,000 5 - 10 30,594,000 29,552,000 Less: accumulated amortization (10,528,000 ) (5,309,000 ) Intangible and other assets, net $ 20,066,000 $ 24,243,000 Total amortization expense for the fiscal years ended December 31, 2022 and 2021 totaled $5,629,000 and $3,187,000, respectively. Amortization expense included in cost of revenues for the fiscal years ended December 31, 2022 and 2021 totaled $90,000 and $63,000, respectively. In June 2022, we purchased “Anime Battlegrounds X During the third quarter of 2022 , The Company expects to record aggregate amortization expense for each of the five succeeding fiscal years as follows: For the years ending December 31, 2023 $ 5,108,000 2024 4,706,000 2025 4,100,000 2026 2,951,000 2027 2,161,000 Thereafter 1,040,000 $ 20,066,000 |
Note 5 - Acquisitions
Note 5 - Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 5. ACQUISITIONS Acquisition of Mobcrush On March 9, 2021, we entered into an Agreement and Plan of Merger, as amended on April 20, 2021 (the “Mobcrush Merger Agreement”), by and among Mobcrush, the Company, and SLG Merger Sub II, Inc., a wholly-owned subsidiary of the Company (“Merger Co”), which provided for the acquisition of Mobcrush by Super League pursuant to the merger of Merger Co with and into Mobcrush, with Mobcrush as the surviving corporation (the “Mobcrush Acquisition”). On June 1, 2021 (“Mobcrush Closing Date”), the Company completed the Mobcrush Acquisition pursuant to which the Company acquired all of the issued and outstanding shares of Mobcrush. In accordance with the terms and subject to the conditions of the Mobcrush Merger Agreement each outstanding share of Mobcrush common stock, par value $0.001 per share (“Mobcrush Common Stock”), and Mobcrush preferred stock, par value $0.001, was canceled and converted into the right to receive (i) 0.528 shares of the Company’s common stock, as determined in the Mobcrush Merger Agreement, and (ii) any cash in lieu of fractional shares of common stock otherwise issuable under the Mobcrush Merger Agreement (the “Mobcrush Merger Consideration”). At closing, the Company issued to the former stockholders of Mobcrush an aggregate total of 12,067,571 shares of the Company’s common stock and reserved an aggregate total of 514,633 shares of common stock for future stock option grants, under the Super League 2014 Stock Option and Incentive Plan, to the former Mobcrush employees retained by the Company in connection with the Mobcrush Acquisition, resulting in a total of 12,582,204 shares of common stock issued and reserved as consideration for the Mobcrush Acquisition. Upon completion of the Mobcrush Acquisition, Mobcrush became a wholly-owned subsidiary of the Company. The Mobcrush Acquisition was approved by the board of directors of each of the Company and Mobcrush, and was approved by the stockholders of Mobcrush. For purposes of complying with Nasdaq Listing Rule 5635, Super League’s stockholders approved the issuance of an aggregate of 12,582,204 shares of common stock to be issued in connection with the Mobcrush Acquisition. Transaction costs incurred by the Company relating to the Mobcrush Acquisition totaled $636,000 and were expensed as incurred in accordance with the acquisition method of accounting. In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Mobcrush subsequent to the Mobcrush Closing Date. Disclosure of revenue and net loss for Mobcrush on a stand-alone basis for the periods presented herein is not practical due to the integration of Mobcrush operations, including sales, products, advertising inventory, resource allocation and related operating expense, with those of the consolidated Company upon acquisition, consistent with Super League operating in one reporting segment. The Company determined that the Mobcrush Acquisition constituted a business acquisition as defined by ASC 805 . The following table summarizes the determination of the fair value of the purchase price consideration paid in connection with the Mobcrush Acquisition: Equity Consideration at closing – shares of common stock $ 12,067,571 Super League closing stock price per share on the Mobcrush Closing Date $ 4.96 Fair value of common stock issued $ 59,855,000 The fair value of the Company common stock used in determining the estimated fair value of the Mobcrush Merger Consideration was $4.96 per share based on the closing price of Company common stock on June 1, 2021, as quoted on the Nasdaq Capital Market. The purchase price allocation was based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in connection with the Mobcrush Acquisition, as follows: Amount Assets Acquired and Liabilities Assumed: Cash $ 586,000 Accounts receivable 1,266,000 Prepaids 141,000 Property and equipment 13,000 Identifiable intangible assets 19,500,000 Accounts payable and accrued expense (2,017,000 ) Deferred revenue (130,000 ) Net deferred income tax liability (3,073,000 ) Identifiable net assets acquired 16,286,000 Goodwill 43,569,000 Total purchase price $ 59,855,000 The following table presents details of the fair values of the acquired intangible assets of Mobcrush: Estimated Useful Life (in years) Amount Preferred partner relationship 7 10,700,000 Developed technology 5 3,900,000 Influencers/content creators 5 2,000,000 Advertiser and agency relationships 5 1,900,000 Trademarks (see Note 4) 7 500,000 Customer relationships 5 500,000 Total intangible assets acquired $ 19,500,000 Aggregated amortization expense for intangible assets acquired in connection with the Mobcrush Acquisition (including the write down of trademark related intangible assets described above) for the fiscal years ended December 31, 2022 and 2021, totaled $3,651,000 and $1,883,000, respectively. Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill recorded in connection with the Mobcrush Acquisition was primarily attributable to expected synergies from combining the operations of Super League and Mobcrush, and also included residual value attributable to the assembled and trained workforce acquired in the Mobcrush Acquisition. Refer to Note 2 “Goodwill” above for additional information. Pursuant to the terms of the Mobcrush Merger Agreement, immediately prior to the effective time of the Mobcrush Acquisition, each vested option to acquire shares of Mobcrush common stock held by former Mobcrush employees was exercised so that, at the effective time of the Mobcrush Acquisition, shares of Mobcrush common stock issued upon exercise of these vested options received shares of Company common stock issuable as Mobcrush Merger Consideration. Unvested options to acquire shares of Mobcrush common stock that were outstanding immediately prior to the Mobcrush Closing Date were canceled, and a number of options to purchase shares of Company common stock were issued to replace the cancelled unvested Mobcrush options in a manner consistent with options historically granted by Super League under the Super League 2014 Stock Option and Incentive Plan (the “Replacement Options”). Pursuant to the terms of the Mobcrush Merger Agreement, 514,633 shares of the Company’s common stock were reserved for Replacement Option grants to the former Mobcrush employees retained by the Company in connection with the Mobcrush Acquisition. As of December 31, 2022, 415,000 Replacement Options have been granted to former Mobcrush employees retained by the Company, with continued employment required to vest and retain the Replacement Options granted. Under ASC 805, consideration arrangements in which the payments are automatically forfeited if employment terminates is considered to be compensation for post-combination services, and not acquisition consideration. As such, the 514,633 shares of the Company’s common stock reserved at closing for future stock option grants to former Mobcrush employees retained by the Company are not included as a component of the consideration paid in connection with the Mobcrush Acquisition, and will be accounted for pursuant to ASC 718 Management is primarily responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Mobcrush Closing Date. Management considered a number of factors, including reference to an independent analysis of estimated fair values solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The analysis included a discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Mobcrush Closing Date. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of future estimated net cash flows. The fair values of the acquired intangible assets, as described above, was determined using the following methods: Description Valuation Method Applied Valuation Method Description Assumptions Preferred partner relationship / Advertiser and agency relationships Multi-Period Excess Earnings Method “MPEE”) under the Income Approach MPEEM is an application of the DCF Method, whereby revenue derived from the intangible asset is estimated using the overall business revenue, adjusted for attrition, obsolescence, cost of goods sold, operating expense, and taxes. Required returns attributable to other assets employed in the business are subtracted. The “excess” earnings are attributable to the intangible asset, and are discounted to present value at a rate of return to estimate the fair value of the intangible asset. Discount rate 13% - 14%; Forecast period 6 – 10yrs.; Developed technology and Trademarks Relief-from-Royalty Method under the Income Approach Under the Relief-from-Royalty method, the royalty savings is calculated by estimating a reasonable royalty rate that a third-party would negotiate in a licensing agreement. Such royalties are most commonly expressed as a percentage of total revenue involving the technology. Forecast period: 4 – 5 yrs.; Royalty Rate: Developed Technology 5% - 3%; Discount Rate: 14%; Influencers/content creators With-and-Without Method under the Income Approach The With-and-Without Method compares the present value of the after-tax cash flows of the business assuming that the subject intangible asset is in place with the present value of the after-tax cash flows of the business assuming the subject asset is not in place. The difference between the present value of the two scenarios isolates the impact of the subject intangible asset and provides an estimation of fair value. Forecast period: 4 years; Recreate Period 20 months; Discount Rate: 13%; Customer relationships Replacement Cost Method In the Replacement Cost Method, value is estimated by determining the current cost of replacing an asset with one of equivalent economic utility. The premise of the approach is that a prudent investor would pay no more for an asset than the amount for which the utility of the asset could be replaced. Rate of Return 14%; Discount rate 13%; Discount period .5 The Mobcrush Acquisition was treated for tax purposes as a nontaxable transaction and, as such, the historical tax bases of the acquired assets and assumed liabilities, net operating losses, and other tax attributes of Mobcrush will carryover. As a result, no new tax goodwill was created in connection with the Mobcrush Acquisition as there is no step-up to fair value of the underlying tax bases of the acquired net assets. The acquisition method of accounting includes the establishment of a net deferred tax asset or liability resulting from book tax basis differences related to assets acquired and liabilities assumed on the date of acquisition. Acquisition date deferred tax assets primarily relate to certain net operating loss carryforwards of Mobcrush. Acquisition date deferred tax liabilities relate to specifically identified non-goodwill intangibles acquired. The estimated net deferred tax liability was determined as follows: Book Basis Tax Basis Difference Intangible assets acquired $ 19,500,000 $ 2,635,000 $ (16,865,000 ) Tangible assets acquired 13,000 (13,000 ) Estimated net operating loss carryforwards – Mobcrush - 5,895,000 5,895,000 Net deferred tax liability – pretax (10,983,000 ) Estimated tax rate 27.98 % Estimated net deferred tax liability $ (3,073,000 ) Release of Valuation Allowance The following unaudited pro forma combined results of operations for the period presented are provided for illustrative purposes only. The unaudited pro forma combined statements of operations for the year ended December 31, 2021, assumes the acquisition occurred as of January 1, 2020. The unaudited pro forma combined financial results do not purport to be indicative of the results of operations for future periods or the results that actually would have been realized had the entities been a single entity during the period. 2021 Revenue $ 14,976 ,000 Net Loss (26,363,000 ) Pro forma adjustments primarily relate to the amortization of identifiable intangible assets acquired over the estimated economic useful life as described above, the expensing of stock options issued to former Mobcrush employees acquired in connection with the Merger, the exclusion of interest expense related to convertible debt of Mobcrush not assumed by Super League in connection with the Merger, the exclusion of nonrecurring transaction costs, and the exclusion of amortization and depreciation related to tangible and intangible assets of Mobcrush existing immediately prior to the Merger. The unaudited pro forma combined statement of operations for the period presented herein have been adjusted to give effect to pro forma events that are expected to have a continuing impact on the combined results. As such, the income tax benefit related to the release of valuation allowance reflected in the statement of income for the year ended December 31, 2021, as described above, totaling $3,073,000, is not reflected in the accompanying unaudited pro forma combined statement of operations for the period presented. Acquisition of Bannerfy, LTD On August 11, 2021, the Company entered into a Share Purchase Agreement (the “Bannerfy Purchase Agreement”) with William Roberts, Colin Gillespie, and Robert Pierre (collectively, “Sellers”), pursuant to which the Company agreed to purchase, and Sellers agreed to sell, all of the issued and outstanding common shares of Bannerfy, a company organized under the laws of England and Wales for a total purchase price of $7.0 million (the “Bannerfy Purchase Price”) (the “Bannerfy Acquisition”). On August 24, 2021 (the “Bannerfy Closing Date”), the Company completed the acquisition of Bannerfy. Pursuant to the Bannerfy Purchase Agreement, upon the consummation of the Bannerfy Acquisition (the “Bannerfy Closing”), the Company paid an initial payment (subject to a holdback as described below) of $2.45 million (the “Bannerfy Closing Consideration”), paid or to be paid as follows (i) $525,000 in the form of a cash payment, and (ii) $1.92 million in the form of shares of the Company’s common stock, at a price per share of $4.10, the closing price of the Company’s common stock on the effective date of the Bannerfy Purchase Agreement, as reported on the Nasdaq Capital Market. Pursuant to the terms of the Bannerfy Purchase Agreement, $275,000 of the Bannerfy Closing Consideration (“Holdback Amount”), was withheld from the Bannerfy Closing Consideration to satisfy any indemnifiable losses incurred by the Company (as defined in the Bannerfy Purchase Agreement) prior to the first anniversary of the Bannerfy Closing Date. The Company incurred no indemnifiable losses prior to the first anniversary of the Bannerfy Closing Date, and therefore during the three months ended September 30, 2022, the Company released to the Sellers the Holdback Amount as follows: (i) $55,000 payable in the form of cash, and (ii) approximately $220,000 in the form of shares of the Company’s common stock, at a price per share of $4.10. In accordance with the Bannerfy Purchase Agreement, all remaining portions of the Bannerfy Purchase Price subsequent to the payment of the Bannerfy Closing Consideration, up to approximately $4.55 million (the “Contingent Consideration”), was payable upon the achievement of certain revenue and gross profit thresholds for the remainder of the 2021 fiscal year, and each of the fiscal years ending December 31, 2022, and December 31, 2023 (“Earnout Periods”). For the 2021, 2022 and 2023 Earnout Periods, 8%, 38% and 54%, respectively of the Contingent Consideration is potentially payable. The Contingent Consideration is payable in the form of both cash and shares of the Company’s common stock, 21% in cash and 79% in Company common stock, based on a conversion price of $4.10 per share. No Contingent Consideration was accrued or paid during the periods presented. The Bannerfy Acquisition was accounted for in accordance with ASC 805. In accordance with ASC 805, if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business. Gross assets acquired excludes cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. A single identifiable asset includes any individual asset or group of assets that could be recognized and measured as a single identifiable asset in a business combination. When evaluating whether assets are similar, we considered the nature of each single identifiable asset and the risks associated with managing and creating outputs from the assets. Management determined that the Bannerfy Acquisition involved the acquisition of developed technology, which accounted for substantially all of the fair value of the gross assets acquired, and therefore, the Bannerfy Acquisition was determined not to be the acquisition of a business under ASC 805, and is therefore accounted for as an asset acquisition utilizing a cost accumulation model in accordance with the applicable guidance. Transaction costs incurred in connection with the Bannerfy Acquisition totaled $62,000, which are included as a component of the purchase price paid in connection with the Bannerfy Acquisition. The Bannerfy Purchase Price paid, comprised of the Bannerfy Closing Consideration of $2.45 million and $62,000 of related transaction costs, was allocated to the developed technology acquired, with an estimated useful life of seven years. In addition, the carrying value of the developed technology acquired in connection with the Bannerfy Acquisition includes an adjustment related to deferred taxes, totaling $556,000, as described below. Net working capital assets acquired were not material. Aggregated amortization expense for the developed technology intangible asset acquired in connection with the Bannerfy Acquisition for the fiscal years ended December 31, 2022 and 2021, totaled $438,000 and $146,000, respectively. The Company hired the former director of Bannerfy (“Bannerfy Executive”), who was also a selling shareholder of Bannerfy. Pursuant to the provisions of the Bannerfy Purchase Agreement, in the event that the Bannerfy Executive ceases to be an employee, during any of the Earnout Periods, as a consequence of his resignation or termination for cause, as defined in the Bannerfy Purchase Agreement, the Bannerfy Executive shall only be entitled to such percentage of any Contingent Consideration payment which would otherwise be payable to him on a prorated basis based on the number of months employed during the applicable Earnout Period. Under ASC 805, a contingent consideration arrangement in which the payments are automatically forfeited if employment terminates is considered to be compensation for post-combination services, and not acquisition consideration. As such, the Contingent Consideration, if any, will be accounted for as post-combination services and expensed in the period that payment of any amounts of Contingent Consideration becomes probable and reasonably estimable. The Bannerfy Acquisition was treated for tax purposes as a nontaxable transaction and, as such, the historical tax bases of the acquired assets and assumed liabilities, net operating losses, and other tax attributes of Bannerfy will carryover. As a result, there is no step-up to fair value of the underlying tax bases of the acquired net assets in connection with the Bannerfy Acquisition. The acquisition method of accounting includes the establishment of a net deferred tax asset or liability resulting from book tax basis differences related to assets acquired and liabilities assumed on the date of acquisition. When an acquisition of a group of assets is purchased in a transaction that is not accounted for as a business combination under ASC 805, a difference between the book and tax bases of the assets arises. ASC 740, “Income Taxes” (“ASC 740”) requires the use of simultaneous equations to determine the assigned value of the asset and the related deferred tax asset or liability. As neither goodwill nor a bargain purchase gain is recognized in an asset acquisition, recognizing deferred tax assets or liabilities for temporary differences in an asset acquisition results in adjusting the carrying amount of the related assets and liabilities. The deferred tax liability and resulting adjustment to the carrying amount of the assets acquired in connection with the Bannerfy Acquisition was determined as follows: Book Basis Tax Basis Difference Intangible assets acquired $ 2,512,000 $ - $ (2,512,000 ) Estimated net operating loss carryforwards – Bannerfy 144,000 144,000 Net deferred tax liability – pretax (2,368,000 ) Estimated tax rate 23.48 % Estimated net deferred tax liability – Pursuant to ASC 740(1) $ (556,000 ) (1) Pursuant to ASC 740, the deferred tax liability is estimated using the following formula: (a) Applicable tax rate divided by (b) one minus the applicable tax rate, multiplied by (c) the tax basis of the net assets acquired less the initial book basis of the net assets acquired. Bannerfy commenced operations in September 2020. As such, the historical balance sheets and statements of operations of Bannerfy were not material, and therefore unaudited pro forma combined results of operations for the periods presented are not provided for illustrative purposes. Disclosure of revenue and net loss for Bannerfy on a stand-alone basis for the periods presented herein is not practical due to the integration of Bannerfy operations, including sales, products, advertising inventory, resource allocation and related operating expense, with those of the consolidated Company upon acquisition, consistent with Super League operating in one reporting segment. Acquisition of Super Biz Co. On October 4, 2021 (“Super Biz Closing Date”), the Company entered into an Asset Purchase Agreement (the “Super Biz Purchase Agreement”) with Super Biz Co. and the founders of Super Biz (the “Founders”), pursuant to which the Company acquired (i) substantially all of the assets of Super Biz (the “Super Biz Assets”), and (ii) the personal goodwill of the Founders regarding Super Biz’s business, (the “Super Biz Acquisition”). The consummation of the Super Biz Acquisition (the “Super Biz Closing”) occurred simultaneously with the execution of the Super Biz Purchase Agreement on the Super Biz Closing Date. At closing, the Company paid an aggregate total of $6.0 million to Super Biz and the Founders (the “Super Biz Closing Consideration”), of which $3.0 million was paid in the form of cash (the “Super Biz Closing Cash Consideration”) and $3.0 million was paid in the form of shares of the Company’s common stock, at a per share price of $2.91, the closing price of the Company’s common stock on the Super Biz Closing Date, as reported on the Nasdaq Capital Market (the “Super Biz Stock Consideration”). Pursuant to the terms and subject to the conditions of the Super Biz Purchase Agreement, up to an aggregate amount $11.5 million will be payable to Super Biz and the Founders in connection with the achievement of certain revenue milestones for the period from the Super Biz Closing Date until December 31, 2022 (“Initial Earn Out Period”) and for the fiscal year ending December 31, 2023 (the “Super Biz Contingent Consideration”) (“Super Biz Earn Out Periods”). The Super Biz Contingent Consideration is payable in the form of both cash and shares of the Company’s common stock, in equal amounts, as more specifically set forth in the Super Biz Purchase Agreement. The Super Biz Acquisition was approved by the board of directors of each of the Company and Super Biz and was approved by the stockholders of Super Biz. In accordance with the acquisition method of accounting, the financial results of Super League presented herein include the financial results of Super Biz subsequent to the Super Biz Closing Date. Disclosure of revenue and net loss for Super Biz on a stand-alone basis for the year ended December 31, 2022 is not practical due to the integration of Super Biz activities, including sales, products, advertising inventory, resource allocation and related operating expense, with those of the consolidated Company upon acquisition, consistent with Super League operating in one reporting segment. The Company determined that the Super Biz Acquisition constitutes a business acquisition as defined by ASC 805. Accordingly, the assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred pursuant to the acquisition method of accounting in accordance with ASC 805. Super League’s purchase price allocation was based on an evaluation of the appropriate fair values of the assets acquired and liabilities assumed and represents management’s best estimate based on available data. Fair values were determined based on the requirements of ASC 820. Transaction costs incurred by the Company relating to the Super Biz Acquisition totaled $47,000 and were expensed as incurred in accordance with the acquisition method of accounting. The following table summarizes the determination of the fair value of the purchase price consideration paid in connection with the Super Biz Acquisition: Cash consideration at closing $ 3,000,000 Equity consideration at closing – shares of common stock 1,031,928 Super League closing stock price per share on the Super Biz Closing Date $ 2.91 Fair value of equity consideration issued at closing $ 3,000,000 3,000,000 Fair value of total consideration issued at closing $ 6,000,000 The fair value of the Company common stock used in determining the estimated fair value of the Super Biz Closing Consideration was $2.91 per share based on the closing price of Company common stock on October 4, 2021, as quoted on the Nasdaq Capital Market. The purchase price allocation was based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in connection with the Super Biz Acquisition, as follows: Amount Assets Acquired and Liabilities Assumed: Accounts receivable $ 124,000 Identifiable intangible assets 1,747,000 Identifiable net assets acquired 1,871,000 Goodwill 4,129,000 Total purchase price $ 6,000,000 The following table presents details of the fair values of the acquired intangible assets of Super Biz: Estimated Useful Life (in years) Amount Developed technology 7 $ 912,000 Developer relationships 3 559,000 Customer relationships 3 276,000 Total intangible assets acquired $ 1,747,000 Aggregated amortization expense for the intangible assets acquired in connection with the Super Biz Acquisition for the fiscal years ended December 31, 2022 and 2021, totaled $409,000 and $99,000, respectively. Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill recorded in connection with the Super Biz Acquisition was primarily attributable to expected synergies from combining the operations and assets of Super League and Super Biz, and also includes residual value attributable to the assembled and trained workforce acquired in the acquisition. Refer to Note 2 “Goodwill” above for additional information. Management is primarily responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Super Biz Closing Date. Management considered a number of factors, including reference to an independent analysis of estimated fair values solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The analysis included a discounted cash flow analysis which estimated the future net cash flows expected to result from the respective assets acquired as of the Super Biz Closing Date. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of future estimated net cash flows. The fair values of the intangible assets acquired in connection with the Super Biz acquisition were determined using the cost method. Under the cost method, value is estimated by determining the current cost of replacing an asset with one of equivalent economic utility. The premise of the approach is that a prudent investor would pay no more for an asset than the amount for which the utility of the asset could be replaced. Valuation assumptions utilized included rates of return of 30%, discount periods of 0.5 to 1, risk adjusted return factors of 1.1 to 1.3 and weighted average costs of capital of 30%. The Company hired the Founders of Super Biz in connection with the Super Biz Acquisition. Pursuant to the provisions of the Super Biz Purchase Agreement, in the event that a Founder ceases to be an employee during any of the Super Biz Earn Out Periods, as a consequence of his resignation without good cause, or termination for cause, the Super Biz Contingent Consideration will be reduced by one-half (50%) for the respective Super Biz Earn Out Periods, if and when earned. Under ASC 805, a contingent consideration arrangement in which the payments are automatically forfeited if employment terminates is considered to be compensation for post-combination services, and not acquisition consideration. As such, the Contingent Consideration, is accounted for as post-combination services and expensed in the period that payment of any amounts of Contingent Consideration is determined to be probable and reasonably estimable. As of December 31, 2022, the Company determined that it was probable that the contingency for the Initial Earn Out Period would be met in accordance with the terms of the Super Biz Purchase Agreement, and the applicable amounts were reasonably estimable, resulting in a charge to compensation expense totaling $3,206,000 (including approximately 988,000 shares of common stock valued at $0.336, the closing price of our common stock as of December 31, 2022), which is reflected as a component of operating expense in the consolidated statement of operations for the year ended December 31, 2022. The Contingent Consideration is recorded as a liability in the accompanying consolidated balance sheet in accordance with ASC 480, “Distinguishing liabilities from equity” (“ASC 480”), which requires freestanding financial instruments where the company must or could settle the obligation by issuing a variable number of its shares, and the obligation's monetary value is based solely or predominantly on variations in something other than the fair value of the company's shares, to be recorded as a liability. For tax purposes, consistent with the accounting for book purposes, the Super Biz Closing Consideration was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess purchase price allocated to goodwill. As a result, no deferred tax assets or liabilities were recorded with the acquisition and all of the goodwill is expected to be deductible for tax purposes. Super Biz operations commenced in December 2020. As such, the historical balance sheets and statements of operations of Super Biz were not material, and therefore unaudited pro forma combined results of operations for the periods presented are not provided for illustrative purposes. |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. DEBT Convertible Notes Payable at Fair Value On May 16, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of a series of senior convertible notes in the aggregate original principal amount of $4,320,000, of which 8% is an original issue discount (“OID”) (each, a “Note,” and, collectively, the “Notes,” and such financing, the “Note Offering”). The Notes accrue interest at a guaranteed annual rate of 9% per annum, mature 12 months from the date of issuance, and are convertible at the option of the Note Holders into that number of shares of the Company’s common stock, equal to the sum of the outstanding principal balance, accrued and unpaid interest, and accrued and unpaid late charges (the “Conversion Amount”), divided by $4.00 (the “Conversion Price”), subject to adjustment upon the occurrence of certain events as more specifically set forth in the Note, as amended; provided, however, in no event will the Company be permitted to issue more than 19.99% of the shares of common stock issued and outstanding immediately prior to the Note Offering, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the Note Offering. In the event of the occurrence of an event of default, the Note Holders may, at the Note Holder’s option, convert all, or any part of, the Conversion Amount into shares of common stock at 90% of the lowest volume weighted average price of the ten trading days preceding the date for which the price is being calculated. In addition, the Company may be required to redeem all or a portion of the Notes under certain circumstances, and, in the event (A) the Company sells Company common stock pursuant to the March 25, 2022 Purchase Agreement, described below, or (B) consummates a subsequent equity financing, then the Note Holders will have the right, but not the obligation, to require the Company to use 50% of the gross proceeds raised from such sale to redeem all or any portion of the Conversion Amount then remaining under the Notes, in cash, at a price equal to the Conversion Amount being redeemed. The Company may, at its option, redeem all or a portion of the Notes at a price equal to 110% of the Conversion Amount being redeemed. In the event of a change of control, the Note Holders may require the Company to redeem all or any portion of this Note in cash at a price equal to the greatest of (i) the product of (x) 110% multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) 110% multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest closing sale price of the shares of common stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable change of control and (2) the public announcement of such change of control and ending on the date the Note Holder delivers the change of control redemption notice by (II) the Conversion Price then in effect, and (iii) the product of (x) 110% multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of common stock to be paid to the holders of the shares of common stock upon consummation of such change of control divided by (II) the Conversion Price then in effect. In the event of the occurrence of an event of default, the Note Holders may require the Company to redeem (regardless of whether such Event of Default has been cured) all or any portion of the Notes. Each portion of the Notes subject to redemption by the Company pursuant to an event of default shall be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) 110% and (ii) the product of (X) the conversion rate with respect to the Conversion Amount in effect at such time as the Holder delivers an event of default redemption notice multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such event of default and ending on the date the Company makes the entire payment required to be made under the Notes. Upon any bankruptcy the Company would be required to pay to the Note Holders an amount in cash representing (i) all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, multiplied by (ii) 110%, in addition to any and all other amounts due under the Notes, provided that any Note Holder may, in its sole discretion, waive such right to receive payment upon a bankruptcy event of default, in whole or in part. Under the Notes, the Company is subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. The Notes are subject to a most favored nation provision and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If the Company issues or sells, or enters into any agreement to issue or sell, any variable rate securities, including by way of one or more reset(s) to a fixed price, the Note Holders have the right, but not the obligation, in any Note Holder’s sole discretion, to substitute the applicable variable price for the Conversion Price upon conversion of the Notes. Concurrently with the SPA, the Company and the Note Holders entered into a registration rights agreement, pursuant to which the Company agreed to file a Registration Statement on Form S-3 within 30 days after the closing of the Note Offering. During the year ended December 31, 2022, the Company recorded interest expense related to the Notes totaling $389,000, and made cash interest payments totaling $209,000. Accrued interest totaled $180,000 at December 31, 2022. The Notes were issued with an original issue discount of $320,000, or 8%, which is recorded as an adjustment to the carrying amount of the Notes. The original issue discount is amortized using the interest method over the contractual term of the Notes and reflected as interest expense in the statement of operations. Total amortization of original issue discount for the year ended December 31, 2022 was $280,000. At December 31, 2022, the balance of the original issue discount was $40,000, which is included in “Convertible note payable and accrued interest” in the accompanying consolidated balance sheet. The Company elected to utilize the FVO to account for the Notes, which is included in current liabilities. Principal payments on the Notes during the year ended December 31, 2022 totaled $3,781,000. The change in fair value of the Notes at each balance sheet date, if any, is included in other income (expense) in the accompanying consolidated statement of operations for the year ended December 31, 2022. The Notes were valued based on a binomial lattice model utilizing the following assumptions and results for fiscal year 2022: May 16, 2022 June 30, 2022 September 30, 2022 Stock price $ 1.27 $ 1.02 $ 0.68 Volatility 82 % 83 % 82 % Risk free rate 2.1 % 2.7 % 3.1 % Dividend rate - - - Implied yield 20.7 % 23.9 % 23.4 % Estimated Fair value of Notes, including OID, excluding accrued interest 4,000,000 3,986,000 4,245,000 Change in fair value NA (49,000 ) 334,000 At December 31, 2022, the remaining principal balance of the Notes totaled $539,000, and accrued interest totaled $180,000, both of which were paid in full in the first quarter of 2023. The carrying value of the Notes approximated their fair values as of December 31, 2022. The decrease in fair value during the three months ended December 31, 2022 was $285,000, resulting in a net impact of the change in fair value of the Notes of $0 for the year ended December 31, 2022. PPP Loan On May 4, 2020, the Company entered into a forgivable loan from the U.S. Small Business Administration (“SBA”) resulting in net proceeds of $1,200,047 pursuant to the Paycheck Protection Program (“PPP”) enacted by Congress under the CARES Act administered by the SBA (the “PPP Loan”). To facilitate the PPP Loan, the Company entered into a Note Payable Agreement with a bank (the “Lender”) (the “PPP Loan Agreement”). The PPP Loan had an original maturity date of May 4, 2022, and accrued interest at a rate of 1.00% per annum, with interest accruing throughout the period the PPP Loan was outstanding, or until forgiven. The PPP Loan was accounted for as a financial liability in accordance with ASC 470, “Debt” (“ASC 470”) Accordingly, the proceeds from the PPP Loan were recorded as a long-term liability on the balance sheet until either (1) the loan is, in part or wholly, forgiven and the company had been “legally released” or (2) the Company paid off the loan to the Lender. Interest was accrued in accordance with the interest method. In May 2021, the PPP loan was forgiven pursuant to the terms and conditions of the PPP Loan Agreement and the provision of the Cares Act. Upon forgiveness, and legal release, the Company reduced the liability by the amount forgiven, totaling $1,213,000 and recorded a gain on extinguishment in the consolidated statement of operations for the year ended December 31, 2021. |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. STOCKHOLDERS EQUITY Preferred Stock The Company’s initial certificate of incorporation authorized 5,000,000 shares of preferred stock, par value $0.001 per share. No preferred stock had been issued and outstanding since inception of the Company. In October 2016, the Company’s Board of Directors (the “Board of Directors”) and a majority of the holders of the Company’s common stock approved an amendment and restatement of the certificate of incorporation which, in part, eliminated the authorized preferred stock. In August 2018, the Board of Directors approved a second amendment and restatement of the Company’s amended and restated certificate of incorporation (the “Amended and Restated Charter”) to, in part, increase the Company’s authorized capital to a total of 110.0 million shares, including 10.0 million shares of newly created preferred stock, par value $0.001 per share (“Preferred Stock”), authorize the Board of Directors to fix the designation and number of each series of Preferred Stock, and to determine or change the designation, relative rights, preferences, and limitations of any series of Preferred Stock. The Amended and Restated Charter was approved by a majority of the Company’s stockholders in September 2018, and was filed with the State of Delaware in November 2018. All references in the accompanying consolidated financial statements to Preferred Stock have been restated to reflect the Amended and Restated Charter. Common Stock The Amended and Restated Charter also increased the Company’s authorized capital to include 100.0 million shares of common stock, par value $0.001, and removed the deemed liquidation provision, as such term is defined in the Amended and Restated Charter. Each holder of common stock is entitled to one vote for each share of common stock held at all meetings of stockholders. Equity Financings Fiscal year ended December 31, 2022: Preferred Stock Issuances During the fourth quarter of 2022, we entered into subscription agreements with accredited investors in connection with the sale of an aggregate of 10,323 shares of newly designated Series A, A-2, A-3 and A-4 Convertible Preferred Stock, each series having a $0.001 par value and a $1,000 purchase price, hereinafter collectively referred to as “Series A Preferred,” and the individual offerings of Series A Preferred stock hereinafter collectively referred to as the Series A Offerings, as follows: Date Series Design-ation Conversion Price Shares Gross Proceeds Fees Net Proceeds Conversion Shares Placement Agent Warrants (1) November 22, 2022 Series A $ 0.6200 5,359 $ 5,359,000 $ 752,000 $ 4,607,000 8,644,000 1,253,000 November 28, 2022 Series A-2 $ 0.6646 1,297 1,297,000 169,000 1,128,000 1,952,000 283,000 November 30, 2022 Series A-3 $ 0.6704 1,733 1,733,000 225,000 1,508,000 2,585,000 375,000 December 22, 2022 Series A-4 $ 0.3801 1,934 1,934,000 251,000 1,683,000 5,088,000 738,000 Total 10,323 $ 10,323,000 $ 1,397,000 $ 8,926,000 18,269,000 2,649,000 _________ (1) – To be issued upon final closing of the Series A Preferred Stock offering Use of net proceeds from the Series A Offerings include the repayment of certain indebtedness and working capital and general corporate purposes, including sales and marketing activities and product development. As disclosed at Note 6, in the event the Company consummated a subsequent equity financing during the term of the Notes, the Company is required, at the option of the Note Holders, to use 50% of the gross proceeds raised from such sale to redeem all or any portion of the Notes outstanding upon closing of such equity financing. For the year ended December 31, 2022, $3,621,000 of the net proceeds from the Series A Offerings were utilized in connection with the partial redemption of the Notes. On the respective effective dates, the Company filed certificates of designation of preferences, rights and limitations of the Series A Preferred with the State of Delaware, respectively. Each share of Series A Preferred is convertible at the option of the holder, subject to certain beneficial ownership limitations and primary market limitations as set forth in each Series A Certificate of Designation, into such number of shares of the Company’s common stock, equal to the number of Series A Preferred to be converted, multiplied by the stated value of $1,000 (the “Stated Value”), divided by the conversion price in effect at the time of the conversion, as described above. In addition, subject to beneficial ownership and primary market limitations: (1) the Series A Preferred will automatically convert into shares of Common Stock at the Conversion Price upon the earlier of (a) the 24-month anniversary of the Effective Date or (b) the consent to conversion by holders of at least 51% of the outstanding shares of Series A Preferred; and (2) on the one year anniversary of the Effective Date, the Company may, in its discretion, convert (y) 50% of the outstanding shares of Series A Preferred if the volume-weighted average price of the Company’s Common Stock over the previous 10 days as reported on the NASDAQ Capital Market (the “VWAP”), equals at least 250% of the Conversion Price, or (z) 100% of the outstanding shares of Series A Preferred if and only if the VWAP equals at least 300% of the Conversion Price. The Series A Preferred shall vote together with the common stock on an as-converted basis, and not as a separate class, subject to the primary market limitations, except that holders of Series A Preferred shall vote as a separate class with respect to (a) amending, altering, or repealing any provision of the Series A Certificate of Designation in a manner that adversely affects the powers, preferences or rights of the Series A Preferred, (b) increasing the number of authorized shares of Series A Preferred, (c) authorizing or issuing an additional class or series of capital stock that ranks senior to or pari passu with the Series A Preferred with respect to the distribution of assets on liquidation, (d) authorizing, creating, incurring, assuming, guaranteeing or suffering to exist any indebtedness for borrowed money of any kind in excess of $5 million, or I entering into any agreement with respect to the foregoing. In addition, no holder of Series A Preferred shall be entitled to vote on any matter presented to the Company’s stockholders relating to approving the conversion of such holder’s Series A Preferred into an amount in excess of the primary market limitations. Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of Series A Preferred will be entitled to first receive distributions out of the Company’s assets in an amount per share equal to the Stated Value plus all accrued and unpaid dividends, whether capital or surplus before any distributions shall be made on any shares of Common Stock (after the payment to any senior security, if any). Holders of the Series A Preferred will be entitled to receive dividends, subject to the beneficial ownership and primary market limitations, payable in the form of that number of shares of Common Stock equal to 20% of the shares of Common Stock underlying the Series A Preferred then held by such holder on the 12 and 24-month anniversaries of the respective filing date. In addition, subject to the beneficial ownership and primary market limitations, holders of Series A Preferred will be entitled to receive dividends equal, on an as-if-converted to shares of Common Stock basis, and in the same form as dividends actually paid on shares of the common stock when, as, and if such dividends are paid on shares of the common stock. Notwithstanding the foregoing, to the extent that a holder’s right to participate in any dividend in shares of common stock to which such holder is entitled would result in such holder exceeding the beneficial ownership and primary market limitations, then such holder shall not be entitled to participate in any such dividend to such extent and the portion of such shares that would cause such holder to exceed the beneficial ownership and primary market limitations shall be held in abeyance for the benefit of such holder until such time, if ever, as such holder’s beneficial ownership thereof would not result in such holder exceeding the beneficial ownership and primary market limitations. The Company and the investors in the Series A Offerings also executed a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Series A Preferred within sixty days following the final closing of Series A Offerings and to use its best efforts to cause such registration statement to become effective within 90 days of the filing date. The Company sold the shares of Series A Preferred pursuant to a Placement Agency Agreement (the “Placement Agency Agreement”) with a registered broker dealer, which acted as the Company’s exclusive placement agent (the “Placement Agent”) for Series A Offerings. Pursuant to the terms of the Placement Agency Agreement, we agreed to pay to the Placement Agent at each Closing a cash fee equal to 10% of the gross proceeds raised in the Series A Offerings and (ii) a non-accountable expense allowance equal to 3% of the gross proceeds of the Series A Offerings. In addition, we have agreed to issue to the Placement Agent or its designees for nominal consideration and following the final closing under the Series A Offerings, five-year warrants to purchase 14.5% of the shares of common stock issuable upon conversion of the Series A Preferred shares sold in the Series A Offerings, at an exercise price equal to the applicable conversion price. The Placement Agent Warrants provide for a cashless exercise feature and are exercisable for a period of five years from the Effective Date. In addition, the Company agreed to grant the Placement Agent the right to appoint, subject to the Company’s approval, one representative to serve as a member of the Company’s Board of Directors upon the closing of at least $10 million in aggregate in connection with the Series A Offerings. The securities to be issued in the Series A Offerings are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors are accredited investors, the investors are purchasing the securities for investment and not for resale and the Company took appropriate measures to restrict the transfer of the securities. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Subscription Agreements contains representations and warranties that the parties made to, and solely for the benefit of, the other signatories to the Subscription Agreements in the context of all of the terms and conditions thereof and in the context of the specific relationship between the parties to the Subscription Agreements. The provisions of such Subscription Agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the party signatories thereto and are not intended for investors and the public to obtain factual information about the current state of affairs of the parties to such Subscription Agreements. Rather, investors and the public refer to other disclosures contained in the Company’s filings with the U.S. Securities and Exchange Commission. Common Stock Purchase Agreement On March 25, 2022, we entered into a common stock purchase agreement (the “Purchase Agreement”) with Tumim Stone Capital, LLC (“Tumim”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase, up to $10,000,000 of newly issued shares (the “Total Commitment”) of the Company’s common stock from time to time during the term of the Purchase Agreement (the “Tumim Offering”), subject to certain limitations and conditions. As consideration for Tumim’s commitment to purchase shares of common stock under the Purchase Agreement, the Company issued to Tumim 50,000 shares of common stock, valued at $100,000, following the execution of the Purchase Agreement (the “Commitment Shares”). During the year ended December 31, 2022, we issued 7,425 shares of common stock at an average price of $1.11, raising net proceeds of approximately $8,000, under the Purchase Agreement. The Purchase Agreement initially precludes the Company from issuing and selling more than 7,361,833 shares of its common stock, including the Commitment Shares, which number equals 19.99% of the common stock issued and outstanding as of March 25, 2022, unless the Company obtains stockholder approval to issue additional shares, or unless certain exceptions apply. In addition, a beneficial ownership limitation in the agreement initially limits the Company from directing Tumim to purchase shares of common stock if such purchases would result in Tumim beneficially owning more than 4.99% of the then-outstanding shares of common stock (subject to an increase to 9.99% at Tumim’s option upon at least 61 calendar days’ notice). From and after the initial satisfaction of the conditions to the Company’s right to commence sales of common stock to Tumim (such event, the “Commencement,” and the date of initial satisfaction of all such conditions, the “Commencement Date”), the Company may direct Tumim to purchase shares of common stock at a purchase price per share equal to 95% of the average daily dollar volume-weighted average price for the common stock during the three consecutive trading day period immediately following the date on which the Company delivers to Tumim a notice for such purchase. The Company will control the timing and amount of any such sales of common stock to Tumim. Actual sales of shares of common stock to Tumim will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the common stock, and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Commencement Date of the Tumim Offering was March 25, 2022. Unless earlier terminated, the Purchase Agreement will automatically terminate upon the earliest of (i) the expiration of the 18-month period following the Commencement Date, (ii) Tumim’s purchase or receipt of the Total Commitment worth of common stock, or (iii) the occurrence of certain other events set forth in the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon five trading days’ prior written notice to Tumim. Tumim has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Company, but only upon the occurrence of certain events set forth in the Purchase Agreement. Use of proceeds from any Tumim Offerings includes working capital and general corporate purposes, including sales and marketing activities, product development and capital expenditures. The Company may also use a portion of the net proceeds to acquire or invest in complementary businesses, products and technologies. The Purchase Agreement contains customary representations, warranties and agreements by the Company, as well as customary indemnification obligations of the Company. Fiscal year ended December 31, 2021: In January 2021, the Company issued 3,076,924 shares of common stock at a price of $2.60 per share, raising aggregate net proceeds of approximately $8.0 million, after deducting offering costs totaling $73,000. In February 2021, the Company issued 2,926,830 shares of common stock at a price of $4.10 per share, raising aggregate net proceeds of approximately $12.0 million, after deducting offering costs totaling $70,000. In March 2021, the Company issued 1,512,499 shares of common stock at a price of $9.00 per share, raising aggregate net proceeds of approximately $13.6 million, after deducting offering costs totaling $72,000. The offerings described above were made pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on April 10, 2020 (File No. 333-237626). The net proceeds from these offerings were used for working capital and other general corporate purposes, including sales and marketing activities, product development and capital expenditures. The Company also reserved the right to use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses. Equity Distribution Agreement On September 3, 2021, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with two investment banks (the “Agents”), pursuant to which the Company could offer and sell, from time to time, through the Agents (the “ATM Offering”), up to $75 million of its shares of common stock (the “Shares”). Any Shares offered and sold in the Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on September 3, 2021 (the “Form S-3”) and the prospectus relating to the Offering that forms a part of the Form S-3, following such time as the Form S-3 is declared effective by the SEC. During the year ended December 31, 2022, the Company issued 323,639 shares of common stock, at an average price of $0.99, raising net proceeds of $312,000, under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agents used their commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. Under the Sales Agreement, the Agents sold the Shares by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Company’s common stock or to or through a market maker. The Company had no obligation to sell any of the Shares and could at any time suspend offers under the Sales Agreement. The Offering terminated upon the earlier of (a) the sale of all of the Shares, (b) the termination by the mutual written agreement of the managing agent and the Company, or (c) one year from the date that the Form S-3 is declared effective by the SEC, or November 16, 2022. Under the terms of the Sales Agreement, the Agents were entitled to an aggregate commission at a fixed rate of 3.0% of the gross sales price of Shares sold under the Sales Agreement. Use of proceeds from “at-the-market” offerings included working capital and general corporate purposes, including sales and marketing activities, product development and capital and acquisition related expenditures. |
Note 8 - Stock-based Incentive
Note 8 - Stock-based Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | 8. STOCK-BASED INCENTIVE PLANS The Super League 2014 Stock Option and Incentive Plan (the “Plan”) was approved by the Board of Directors and the stockholders of Super League in October 2014. The Plan was subsequently amended in May 2015, May 2016, July 2017 and October 2018. The Plan allows grants of stock options, stock awards and performance shares with respect to common stock of the Company to eligible individuals, which generally includes directors, officers, employees, advisors and consultants. The Plan provides for both the direct award and sale of shares of common stock and for the grant of options to purchase shares of common stock. Options granted under the Plan include non-statutory options as well as incentive options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. The Board of Directors administers the Plan and determines which eligible individuals are to receive option grants or stock issuances under the Plan, the times when the grants or issuances are to be made, the number of shares of common stock subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of common stock of the Company on the date of grant. Options generally begin to be exercisable six months to one year after grant and typically expire 10 years after grant. Stock options and restricted shares generally vest over two to four years (generally representing the requisite service period). The Plan terminates automatically on July 1, 2027. The Plan provides for the following programs: ● Option Grants Under the discretionary option grant program, the Company’s compensation committee of the Board of Directors may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Super League or its affiliates (including employees, non-employee members of the Board of Directors and consultants) at an exercise price not less than 85% of the fair market value of such shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100% of the fair market value of such shares on the grant date (not less than 110% of fair market value if such employee actually or constructively owns more than 10% of Super League’s voting stock or the voting stock of any of its subsidiaries). ● Stock Awards or Sales Under the stock award or sales program, eligible individuals may be issued shares of common stock of the Company directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares will not be less than 100% of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered. Eligible individuals will have no stockholder rights with respect to any unvested restricted shares or restricted stock units issued to them under the stock award or sales program; however, eligible individuals will have the right to receive any regular cash dividends paid on such shares. The initial reserve under the Plan was 583,334 shares of common stock, which reserve was subsequently increased to 1,000,000 shares upon stockholders’ approval in May 2016. In July 2017, the Company amended and restated the Plan to increase the number of shares of common stock reserved thereunder from 1,000,000 shares to 1,500,000 shares. In October 2018, the Company amended and restated the Plan to increase the number of shares of common stock reserved thereunder from 1,500,000 shares to 1,833,334 shares. In July 2020, the Company’s shareholders approved an amendment to the Plan to increase the number of shares authorized for issuance from 1,833,334 to 2,583,334. In May 2021, the Company’s shareholders approved an amendment to the Plan to increase the number of shares authorized for issuance from 2,583,334 to 5,000,000. In June 2022, the Company’s shareholders approved an amendment to the Plan to increase the number of shares authorized for issuance from 5,000,000 to 6,250,000. As of December 31, 2022, 1,139,074 shares remained available for issuance under the Plan. Super League issues new shares of common stock upon the exercise of stock options, the grant of restricted stock, or the delivery of shares pursuant to vested restricted stock units. The compensation committee of the Board of Directors may amend or modify the Plan at any time, subject to any required approval by the stockholders of the Company, pursuant to the terms therein. In the event that any outstanding option or other right for any reason expires or is canceled or otherwise terminated, the shares allocable to the unexercised portion of such option or other right is returned and available for the purposes of this Plan. Stock Options The fair value of stock options granted was estimated on their respective grant dates using the Black-Scholes-Merton option pricing model and the following weighted-average assumptions for the years ended December 31, 2022 and 2021: 2022 2021 Expected Volatility 95 % 95 % Risk–free interest rate 2.89 % .99 % Dividend yield - % - % Expected life of options (in years) 6.08 5.86 The expected volatility assumption for purposes of determining the fair value of stock options for the periods presented was estimated based on reference to the historical stock price volatility of the Company and a representative peer group for the applicable estimated term. A summary of stock option activity for the year ended December 31, 2022 is as follows: Weighted-Average Options (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 2,433,000 $ 5.18 $ 246,000 Granted 239,000 $ 1.51 Exercised - $ - Canceled / forfeited (194,000 ) $ 4.23 Outstanding at December 31, 2022 2,478,000 $ 4.90 6.87 $ 4,000 Vested and exercisable at December 31, 2022 1,569,000 $ 5.80 5.99 $ 4,000 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $1.17 and $3.40, respectively. The aggregate fair value of stock options that vested during the years ended December 31, 2022 and 2021 was $1,726,000 and $720,000, respectively. As of December 31, 2022, the total unrecognized compensation expense related to non-vested stock option awards was $2,204,000, which is expected to be recognized over a weighted-average term of approximately 2.16 years. Restricted Stock Units The following table summarizes non-vested restricted stock unit activity for the year ended December 31, 2022: 2014 Plan Activity Outside of the 2014 Plan Activity Totals Non-vested Restricted Stock Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) At December 31, 2021 361,000 $ 4.92 - $ - 361,000 $ 4.92 Granted 1,940,000 $ 1.57 140,000 $ 0.91 2,080,000 $ 1.52 Vested (257,000 ) $ 4.50 (105,000 ) $ 0.91 (362,000 ) $ 3.46 Canceled (32,000 ) $ 1.87 - $ - (32,000 ) $ 1.87 At December 31, 2022 2,012,000 $ 1.78 35,000 $ 0.91 2,047,000 $ 1.77 As of December 31, 2022, the total unrecognized compensation expense related to non-vested restricted stock units was $983,000 which will be recognized over a weighted-average term of approximately one year. On January 1, 2022, the Company issued 1,350,000 performance stock units (“PSUs”) (included in the table above) under the Company’s 2014 Amended and Restated Stock Option and Incentive Plan, which vest in five equal increments of 270,000 PSUs, based on satisfaction of the following vesting conditions during the three-year period commencing on January 1, 2022: (i) the Company’s stock price equaling $4.75 per share based on 60-day volume weighted average price (“VWAP”); (ii) the Company’s stock price equaling $6.00 per share based on 60-day VWAP; (iii) the Company’s stock price equaling $7.00 per share based on 60-day VWAP; (iv) the Company’s stock price equaling $8.00 per share based on 60-day VWAP; and (v) the Company’s stock price equaling $9.00 per share based on 60-day VWAP. A condition affecting the exercisability or other pertinent factors used in determining the fair value of an award that is based on an entity achieving a specified share price constitutes a market condition pursuant ASC 718. Noncash stock compensation expense related to the PSUs totaled $2,142,000 for the year ended December 31, 2022. During the year ended December 31, 2022, the Company issued 170,000 restricted stock units (included in the table above) to nonemployees for services (“Nonemployee RSUs”). The weighted average grant date fair value of the Nonemployee RSUs granted during the year ended December 13, 2022 was $0.91. Compensation expense for Nonemployee RSUs for the year ended December 31, 2022 totaled $131,000. As of December 31, 2022, the total unrecognized compensation expense related to Nonemployee RSUs was $24,000, which will be recognized in the first quarter of fiscal 2023. Warrants Issued to Employees and Nonemployees for Services A summary of employee and nonemployee warrant activity (outside of the Plan) for the year ended December 31, 2022 is as follows: Weighted-Average Warrants (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 781,000 $ 10.26 Granted 500,000 $ 0.67 $ - Expired (116,000 ) $ 10.80 $ - Outstanding at December 31, 2022 1,165,000 $ 6.09 4.78 $ - Vested and exercisable as of December 31, 2022 665,000 $ 10.16 4.78 $ - The weighted-average grant date fair value of common stock purchase warrants (“Warrants”) granted during the year ended December 31, 2022 was $0.50. No No On December 1, 2022, the Company issued 500,000 warrants (included in the table above) to a third-party for nonemployee investor relations services. The warrants have an exercise price of $0.67, a grant date fair value of $0.50, vest in twelve equal monthly installments commencing on the grant date and expire five Noncash Stock Compensation Expense Noncash stock-based compensation expense for the periods presented was comprised of the following: 2022 2021 Stock options $ 1,278,000 $ 1,148,000 Warrants 20,000 - Restricted stock units 2,965,000 1,233,000 Total noncash stock compensation expense $ 4,263,000 $ 2,381,000 Noncash stock-based compensation expense for the periods presented was included in the following financial statement line items: 2022 2021 Sales, marketing and advertising $ 1,079,000 $ 934,000 Engineering, technology and development 389,000 288,000 General and administrative 2,795,000 1,159,000 Total noncash stock compensation expense $ 4,263,000 $ 2,381,000 |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. INCOME TAXES Super League’s provision for income taxes consisted of the following for the years ended December 31, 2022 and 2021: 2022 2021 Current: Federal taxes $ - $ - State taxes - - Total current $ - $ - Deferred: Federal taxes $ (7,541,000 ) $ (4,654,000 ) State taxes (1,664,000 ) (969,000 ) Foreign taxes (205,000 ) (38,000 ) Subtotal (9,410,000 ) (5,661,000 ) Change in valuation allowance 9,205,000 2,550,000 Total deferred (205,000 ) (3,111,000 ) Provision for income taxes $ (205,000 ) $ (3,111,000 ) The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following as of December 31, 2022 and 2021. 2022 2021 Deferred tax assets (liabilities): Net operating loss and credits $ 32,098,000 $ 27,963,000 Stock compensation 3,026,000 2,837,000 Accrued liabilities 504,000 11,000 Fixed assets and intangibles (2,231,000 ) (4,812,000 ) State taxes 11,000 1,000 Capitalized research and development costs 2,002,000 - Total net deferred tax assets (liabilities) 35,410,000 26,000,000 Valuation allowance (35,723,000 ) (26,518,000 ) Total net deferred tax assets (liabilities), net of valuation allowance $ (313,000 ) $ (518,000 ) A reconciliation of the federal statutory income tax rate and the effective income tax rate is as follows: 2022 2021 Statutory federal tax rate - (benefit) expense 21 % 21 % State tax, net 6 - Non-deductible permanent items (15 ) (2 ) Change in tax rate (1 ) Valuation allowance (11 ) (6 ) - % 13 % For the years ended December 31, 2022 and 2021, the Company recorded full valuation allowances against its domestic net deferred tax assets due to uncertainty regarding future realizability pursuant to guidance set forth in the FASB’s Accounting Standards Codification Topic No. 740, Income Taxes. In future periods, if the Company determines it will more likely than not be able to realize these amounts, the applicable portion of the benefit from the release of the valuation allowance will generally be recognized in the statements of operations in the period the determination is made. The Company does not maintain a valuation allowance on the activity in the UK from its recent acquisition of Bannerfy Ltd due to the deferred tax liability position. Components of net loss before income tax attributable to foreign entities totaled $1.1 million for the year ended December 31, 2022, and was not material for the year ended December 31, 2021. At December 31, 2022, the Company had U.S. federal, state income tax, and foreign net operating loss carryforwards of approximately $118.3 million, $104.9 million and $985,000, respectively, expiring through 2037. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. Federal net operating loss carryforwards totaling approximately $94.1 million were generated in fiscal year 2018 or after, and therefore have no expiration date. A provision enacted in the Tax Cuts and Jobs Act of 2017 related to the capitalization for tax purposes of research and experimental expenditures became effective January 1, 2022. This provision requires us to capitalize research and experimental expenditures and amortize them on the U.S. tax return over five or fifteen years, depending upon where the research is conducted. This provision did not have a material impact on our fiscal year 2022 effective tax rate on a net basis or our cash paid for taxes due to our net operating loss position. |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. COMMITMENTS AND CONTINGENCIES Operating Leases As of December 31, 2022 we maintain approximately 3,200 square feet of office space, 1,650 square feet of which is on a month-to-month basis, and 1,550 square feet of which expires on August 1, 2023, at a combined rate of approximately $12,000 per month. The adoption of ASC 842, “Leases” (“ASC 842”), did not have a material impact on the Company's consolidated financial statements and related disclosures. Rent expense for the years ended December 31, 2022 and 2021 was approximately $168,000 and $111,000, respectively, and is included in general and administrative expense in the accompanying statements of operations. Rental payments are expensed in the statements of operations in the period to which they relate. Scheduled rent increases, if any, are amortized on a straight-line basis over the lease term. Related Party Transactions In May 2018, the Company entered into a consulting agreement with a member of the Board of Directors, pursuant to which the board member provides the Company with strategic advice and planning services for which he receives a cash payment of $7,500 per month from the Company. The consulting agreement had an initial term ending December 31, 2019, and was extended for successive one-year periods upon mutual agreement of the board member and the Company through to fiscal year 2023. Total consulting expense under the agreement totaled $90,000 for each of the years ended December 31, 2022 and 2021. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 11. SUBSEQUENT EVENTS The Company evaluated subsequent events for their potential impact on the consolidated financial statements and disclosures through the date the consolidated financial statements were available to be issued and determined that, except as set forth below, no subsequent events occurred that were reasonably expected to impact the consolidated financial statements presented herein. On January 31, 2023, we entered into subscription agreements with accredited investors in connection with the sale of an aggregate of 2,299 shares of newly designated Series A-5 Convertible Preferred Stock, par value $0.001 per share, at a purchase price of $1,000 per share, raising net proceeds of $2,000,000, after deducting placement agent costs of $299,000. Refer to Note 7 for a description of the terms of the preferred stock issued. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Going Concern [Policy Text Block] | Going Concern Management’s Plans F-8 Table of Contents |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition F-9 Table of Contents Advertising and Sponsorships Content Sales Direct to Consumer InPvP Platform Generated Sales Transactions. F-10 Table of Contents 2022 2021 Advertising and sponsorships $ 13,957,000 $ 8,005,000 Content sales 3,911,000 2,264,000 Direct to consumer 1,809,000 1,403,000 $ 19,677,000 $ 11,672,000 |
Cost of Goods and Service [Policy Text Block] | Cost of Revenues |
Advertising Cost [Policy Text Block] | Advertising |
Research, Development, and Computer Software, Policy [Policy Text Block] | Engineering, Technology and Development Costs |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Accounts Receivable [Policy Text Block] | Accounts Receivable |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements F-11 Table of Contents Level 2 no |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment three five-year |
Business Combinations Policy [Policy Text Block] | Acquisitions Acquisition Method Cost Accumulation Model. F-12 Table of Contents |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets three |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill 2022 2021 Beginning Balance $ 50,263,000 $ 2,565,000 Acquisitions (See Note 5) - 47,698,000 Impairment charges (50,263,000 ) - Ending Balance $ - $ 50,263,000 F-13 Table of Contents September 30, 2022 Goodwill Impairment Testing December 31, 2022 Goodwill Impairment Testing |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation |
Stockholders' Equity, Policy [Policy Text Block] | Equity Financing Costs |
Derivatives, Embedded Derivatives [Policy Text Block] | Convertible Debt F-15 Table of Contents Fair Value Option ( FVO ) Election. |
Segment Reporting, Policy [Policy Text Block] | Reportable Segments |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks |
Risks and Uncertainties [Policy Text Block] | Risks and Uncertainties Concentrations Year Ended December 31, 2022 2021 Number of customers > 10% of revenues / percent of revenues - / - One / 12 % Year Ended December 31, 2022 2021 Advertising and sponsorships - 12 % - 12 % December 31, 2022 December 31, 2021 Number of customers > 10% of accounts receivable / percent of accounts receivable Two / 25 % Three / 35 % Number of vendors > 10% of accounts payable / percent of accounts payable One / 10 % One / 21 % |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share |
Income Tax, Policy [Policy Text Block] | Income Taxes |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Guidance Recent Accounting Pronouncements Not Yet Adopted. Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers Recent Accounting Pronouncements Adopted. Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40) Leases (Topic 842) |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | 2022 2021 Advertising and sponsorships $ 13,957,000 $ 8,005,000 Content sales 3,911,000 2,264,000 Direct to consumer 1,809,000 1,403,000 $ 19,677,000 $ 11,672,000 |
Schedule of Goodwill [Table Text Block] | 2022 2021 Beginning Balance $ 50,263,000 $ 2,565,000 Acquisitions (See Note 5) - 47,698,000 Impairment charges (50,263,000 ) - Ending Balance $ - $ 50,263,000 |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Year Ended December 31, 2022 2021 Number of customers > 10% of revenues / percent of revenues - / - One / 12 % Year Ended December 31, 2022 2021 Advertising and sponsorships - 12 % - 12 % December 31, 2022 December 31, 2021 Number of customers > 10% of accounts receivable / percent of accounts receivable Two / 25 % Three / 35 % Number of vendors > 10% of accounts payable / percent of accounts payable One / 10 % One / 21 % |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2022 2021 Computer hardware $ 3,314,000 $ 3,165,000 Furniture and fixtures 356,000 356,000 3,670,000 3,521,000 Less: accumulated depreciation and amortization (3,523,000 ) (3,417,000 ) $ 147,000 $ 104,000 |
Note 4 - Intangible and Other_2
Note 4 - Intangible and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, December 31, Useful 2022 2021 Life (Years) Partner and customer relationships $ 13,376,000 $ 13,376,000 3 - 7 Capitalized software development costs 5,262,000 4,339,000 3 Capitalized third-party game property costs 500,000 - 5 Developed technology 7,880,000 7,880,000 5 - 7 Influencers/content creators 2,559,000 2,559,000 3 - 5 Trade name 189,000 189,000 7 Domain 68,000 68,000 5 - 10 Copyrights and other 760,000 1,141,000 5 - 10 30,594,000 29,552,000 Less: accumulated amortization (10,528,000 ) (5,309,000 ) Intangible and other assets, net $ 20,066,000 $ 24,243,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | For the years ending December 31, 2023 $ 5,108,000 2024 4,706,000 2025 4,100,000 2026 2,951,000 2027 2,161,000 Thereafter 1,040,000 $ 20,066,000 |
Note 5 - Acquisitions (Tables)
Note 5 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] | Equity Consideration at closing – shares of common stock $ 12,067,571 Super League closing stock price per share on the Mobcrush Closing Date $ 4.96 Fair value of common stock issued $ 59,855,000 Cash consideration at closing $ 3,000,000 Equity consideration at closing – shares of common stock 1,031,928 Super League closing stock price per share on the Super Biz Closing Date $ 2.91 Fair value of equity consideration issued at closing $ 3,000,000 3,000,000 Fair value of total consideration issued at closing $ 6,000,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Assets Acquired and Liabilities Assumed: Cash $ 586,000 Accounts receivable 1,266,000 Prepaids 141,000 Property and equipment 13,000 Identifiable intangible assets 19,500,000 Accounts payable and accrued expense (2,017,000 ) Deferred revenue (130,000 ) Net deferred income tax liability (3,073,000 ) Identifiable net assets acquired 16,286,000 Goodwill 43,569,000 Total purchase price $ 59,855,000 Amount Assets Acquired and Liabilities Assumed: Accounts receivable $ 124,000 Identifiable intangible assets 1,747,000 Identifiable net assets acquired 1,871,000 Goodwill 4,129,000 Total purchase price $ 6,000,000 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Estimated Useful Life (in years) Amount Preferred partner relationship 7 10,700,000 Developed technology 5 3,900,000 Influencers/content creators 5 2,000,000 Advertiser and agency relationships 5 1,900,000 Trademarks (see Note 4) 7 500,000 Customer relationships 5 500,000 Total intangible assets acquired $ 19,500,000 Estimated Useful Life (in years) Amount Developed technology 7 $ 912,000 Developer relationships 3 559,000 Customer relationships 3 276,000 Total intangible assets acquired $ 1,747,000 |
Business Acquisition, Estimate Deferred Tax Liabilities [Table Text Block] | Book Basis Tax Basis Difference Intangible assets acquired $ 19,500,000 $ 2,635,000 $ (16,865,000 ) Tangible assets acquired 13,000 (13,000 ) Estimated net operating loss carryforwards – Mobcrush - 5,895,000 5,895,000 Net deferred tax liability – pretax (10,983,000 ) Estimated tax rate 27.98 % Estimated net deferred tax liability $ (3,073,000 ) Book Basis Tax Basis Difference Intangible assets acquired $ 2,512,000 $ - $ (2,512,000 ) Estimated net operating loss carryforwards – Bannerfy 144,000 144,000 Net deferred tax liability – pretax (2,368,000 ) Estimated tax rate 23.48 % Estimated net deferred tax liability – Pursuant to ASC 740(1) $ (556,000 ) |
Business Acquisition, Pro Forma Information [Table Text Block] | 2021 Revenue $ 14,976 ,000 Net Loss (26,363,000 ) |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | May 16, 2022 June 30, 2022 September 30, 2022 Stock price $ 1.27 $ 1.02 $ 0.68 Volatility 82 % 83 % 82 % Risk free rate 2.1 % 2.7 % 3.1 % Dividend rate - - - Implied yield 20.7 % 23.9 % 23.4 % Estimated Fair value of Notes, including OID, excluding accrued interest 4,000,000 3,986,000 4,245,000 Change in fair value NA (49,000 ) 334,000 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Stock by Class [Table Text Block] | Date Series Design-ation Conversion Price Shares Gross Proceeds Fees Net Proceeds Conversion Shares Placement Agent Warrants (1) November 22, 2022 Series A $ 0.6200 5,359 $ 5,359,000 $ 752,000 $ 4,607,000 8,644,000 1,253,000 November 28, 2022 Series A-2 $ 0.6646 1,297 1,297,000 169,000 1,128,000 1,952,000 283,000 November 30, 2022 Series A-3 $ 0.6704 1,733 1,733,000 225,000 1,508,000 2,585,000 375,000 December 22, 2022 Series A-4 $ 0.3801 1,934 1,934,000 251,000 1,683,000 5,088,000 738,000 Total 10,323 $ 10,323,000 $ 1,397,000 $ 8,926,000 18,269,000 2,649,000 |
Note 8 - Stock-based Incentiv_2
Note 8 - Stock-based Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2022 2021 Expected Volatility 95 % 95 % Risk–free interest rate 2.89 % .99 % Dividend yield - % - % Expected life of options (in years) 6.08 5.86 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted-Average Options (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 2,433,000 $ 5.18 $ 246,000 Granted 239,000 $ 1.51 Exercised - $ - Canceled / forfeited (194,000 ) $ 4.23 Outstanding at December 31, 2022 2,478,000 $ 4.90 6.87 $ 4,000 Vested and exercisable at December 31, 2022 1,569,000 $ 5.80 5.99 $ 4,000 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | 2014 Plan Activity Outside of the 2014 Plan Activity Totals Non-vested Restricted Stock Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) Restricted Stock Units (#) Weighted Average Grant Date Fair Value ($) At December 31, 2021 361,000 $ 4.92 - $ - 361,000 $ 4.92 Granted 1,940,000 $ 1.57 140,000 $ 0.91 2,080,000 $ 1.52 Vested (257,000 ) $ 4.50 (105,000 ) $ 0.91 (362,000 ) $ 3.46 Canceled (32,000 ) $ 1.87 - $ - (32,000 ) $ 1.87 At December 31, 2022 2,012,000 $ 1.78 35,000 $ 0.91 2,047,000 $ 1.77 |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option [Table Text Block] | Weighted-Average Warrants (#) Exercise Price Per Share ($) Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2021 781,000 $ 10.26 Granted 500,000 $ 0.67 $ - Expired (116,000 ) $ 10.80 $ - Outstanding at December 31, 2022 1,165,000 $ 6.09 4.78 $ - Vested and exercisable as of December 31, 2022 665,000 $ 10.16 4.78 $ - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | 2022 2021 Stock options $ 1,278,000 $ 1,148,000 Warrants 20,000 - Restricted stock units 2,965,000 1,233,000 Total noncash stock compensation expense $ 4,263,000 $ 2,381,000 2022 2021 Sales, marketing and advertising $ 1,079,000 $ 934,000 Engineering, technology and development 389,000 288,000 General and administrative 2,795,000 1,159,000 Total noncash stock compensation expense $ 4,263,000 $ 2,381,000 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2022 2021 Current: Federal taxes $ - $ - State taxes - - Total current $ - $ - Deferred: Federal taxes $ (7,541,000 ) $ (4,654,000 ) State taxes (1,664,000 ) (969,000 ) Foreign taxes (205,000 ) (38,000 ) Subtotal (9,410,000 ) (5,661,000 ) Change in valuation allowance 9,205,000 2,550,000 Total deferred (205,000 ) (3,111,000 ) Provision for income taxes $ (205,000 ) $ (3,111,000 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2022 2021 Deferred tax assets (liabilities): Net operating loss and credits $ 32,098,000 $ 27,963,000 Stock compensation 3,026,000 2,837,000 Accrued liabilities 504,000 11,000 Fixed assets and intangibles (2,231,000 ) (4,812,000 ) State taxes 11,000 1,000 Capitalized research and development costs 2,002,000 - Total net deferred tax assets (liabilities) 35,410,000 26,000,000 Valuation allowance (35,723,000 ) (26,518,000 ) Total net deferred tax assets (liabilities), net of valuation allowance $ (313,000 ) $ (518,000 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2022 2021 Statutory federal tax rate - (benefit) expense 21 % 21 % State tax, net 6 - Non-deductible permanent items (15 ) (2 ) Change in tax rate (1 ) Valuation allowance (11 ) (6 ) - % 13 % |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2023 | Jan. 01, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2022 | Sep. 29, 2022 | May 16, 2022 | Mar. 25, 2022 | Oct. 04, 2021 | Dec. 31, 2020 | Aug. 01, 2018 | Dec. 31, 2015 | |
Goodwill, Impairment Loss | $ 8,300,000 | $ 42,000,000 | $ 50,263,000 | $ 0 | |||||||||||
Net Income (Loss) Attributable to Parent, Total | (85,451,000) | (20,748,000) | |||||||||||||
Retained Earnings (Accumulated Deficit), Total | (210,743,000) | (210,743,000) | (125,292,000) | ||||||||||||
Net Cash Provided by (Used in) Operating Activities, Total | (19,826,000) | (22,707,000) | |||||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 2,482,000 | $ 2,482,000 | $ 14,533,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 10,323 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 8,926,000 | $ 0 | |||||||||||||
Payments of Stock Issuance Costs | 1,397,000 | ||||||||||||||
Advertising Expense | 507,000 | 568,000 | |||||||||||||
Goodwill, Ending Balance | $ 0 | $ 0 | 50,263,000 | $ 8,300,000 | $ 50,300,000 | $ 2,565,000 | |||||||||
Percentage of Change in Share Price | 50% | 34% | |||||||||||||
Share Price | $ 0.336 | $ 0.68 | $ 0.68 | $ 0.336 | $ 2.91 | ||||||||||
Reporting Unit, Percentage of Carrying Amount in Excess of Fair Value | 46% | 38% | 38% | 46% | |||||||||||
Reporting Unit, Fair Value Amount | $ 12,600,000 | $ 25,200,000 | $ 25,200,000 | $ 12,600,000 | |||||||||||
Reporting Unit, Carrying Amount | 27,500,000 | $ 67,300,000 | $ 67,300,000 | 27,500,000 | |||||||||||
Payments of Financing Costs, Total | 1,397,000 | 434,000 | |||||||||||||
Debt Financing Costs Expensed As Incurred | $ 123,000 | $ 0 | |||||||||||||
Common Stock Underlying All Outstanding Stock Option, Restricted Stock Units and Warrants [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,174,000 | 5,060,000 | |||||||||||||
Common Stock Potentially Issuable in Connection With Conversion of Outstanding Preferred Stock [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,269,000 | 0 | |||||||||||||
Common Stock Potentially Issuable in Connection With the Conversion of Outstanding Convertible Notes Payable [Member] | |||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 143,000 | 0 | |||||||||||||
Prepaid Expenses and Other Current Assets [Member] | |||||||||||||||
Deferred Costs, Current, Total | 374,000 | $ 374,000 | $ 144,000 | ||||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 1,350,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting, Number of Shares Required Vested | 270,000 | ||||||||||||||
Computer Software, Intangible Asset [Member] | |||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||||||
Minimum [Member] | |||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||||||
Maximum [Member] | |||||||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||
Transferred at Point in Time [Member] | |||||||||||||||
Percentage of Revenue | 32% | 19% | |||||||||||||
Transferred over Time [Member] | |||||||||||||||
Percentage of Revenue | 68% | 81% | |||||||||||||
Tumim Stone Capital, LLC [Member] | |||||||||||||||
Stock Purchase Agreement, Maximum Obligated Purchase Amount | $ 10,000,000 | ||||||||||||||
Senior Convertible Notes [Member] | |||||||||||||||
Notes Payable, Total | $ 4,320,000 | ||||||||||||||
Debt Instrument, Discount, Percent | 8% | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,359 | ||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 4,607,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ 752,000 | ||||||||||||||
Series A-2 Preferred Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,297 | ||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 1,128,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ 169,000 | ||||||||||||||
Series A-3 Preferred Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,733 | ||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 1,508,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ 225,000 | ||||||||||||||
Series A-4 Preferred Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,934 | ||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 1,683,000 | ||||||||||||||
Payments of Stock Issuance Costs | 251,000 | ||||||||||||||
Subscription Agreements [Member] | |||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | 8,900,000 | ||||||||||||||
Payments of Stock Issuance Costs | 1,400,000 | ||||||||||||||
Subscription Agreements [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Proceeds from Issuance of Preferred Stock Used in Connection With Redemption of Debt | $ 4,200,000 | $ 3,621,000 | |||||||||||||
Subscription Agreements [Member] | Series A Preferred Offerings [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,323 | ||||||||||||||
Subscription Agreements [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | 1,000 | |||||||||||||
Subscription Agreements [Member] | Series A-2 Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | 0.001 | |||||||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | 1,000 | |||||||||||||
Subscription Agreements [Member] | Series A-3 Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | 0.001 | |||||||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | 1,000 | |||||||||||||
Subscription Agreements [Member] | Series A-4 Preferred Stock [Member] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | 0.001 | |||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 | |||||||||||||
Subscription Agreements [Member] | Series A-5 Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,299 | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1,000 | ||||||||||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 2,000,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ 299,000 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | $ 19,677,000 | $ 11,672,000 |
Advertising and Sponsorships [Member] | ||
REVENUES | 13,957,000 | 8,005,000 |
Content Sales [Member] | ||
REVENUES | 3,911,000 | 2,264,000 |
Direct To Consumer [Member] | ||
REVENUES | $ 1,809,000 | $ 1,403,000 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning Balance | $ 50,263,000 | $ 50,263,000 | $ 2,565,000 | |
Acquisitions (See Note 5) | 0 | 47,698,000 | ||
Impairment charges | $ (8,300,000) | $ (42,000,000) | (50,263,000) | 0 |
Ending Balance | $ 0 | $ 0 | $ 50,263,000 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Concentrations Risk (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Number of customers | 1 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
percent of revenues | 0% | 12% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Advertising and Sponsorships [Member] | ||
percent of revenues | 0% | 12% |
Revenue Benchmark [Member] | Product Concentration Risk [Member] | Advertising, Sponsorships and Content [Member] | ||
percent of revenues | 0% | 12% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Number of customers | 3 | 2 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
percent of revenues | 25% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||
percent of revenues | 35% | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | ||
Number of customers | 1 | 3 |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | One Vendor [Member] | ||
percent of revenues | 10% | 21% |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation, Total | $ 106,000 | $ 73,000 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, gross | $ 3,670,000 | $ 3,521,000 |
Less: accumulated depreciation and amortization | (3,523,000) | (3,417,000) |
Property, Plant and Equipment, Net, Total | 147,000 | 104,000 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 3,314,000 | 3,165,000 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | $ 356,000 | $ 356,000 |
Note 4 - Intangible and Other_3
Note 4 - Intangible and Other Assets (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of Intangible Assets | $ 5,629,000 | $ 3,187,000 | |
Impairment of Intangible Assets, Finite-Lived | 423,000 | 0 | |
Anime Battlegrounds X [member] | |||
Payments to Acquire Productive Assets, Total | $ 500,000 | ||
Trademarks [Member] | |||
Impairment of Intangible Assets, Finite-Lived | 423,000 | ||
Cost of Sales [Member] | |||
Amortization of Intangible Assets | $ 90,000 | $ 63,000 |
Note 4 - Intangible and Other_4
Note 4 - Intangible and Other Assets - Intangible and Other Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, gross | $ 30,594,000 | $ 29,552,000 |
Less: accumulated amortization | (10,528,000) | (5,309,000) |
Intangible and other assets, net | $ 20,066,000 | 24,243,000 |
Maximum [Member] | ||
Intangible assets, gross (Year) | 10 years | |
Customer Relationships [Member] | ||
Intangible assets, gross | $ 13,376,000 | 13,376,000 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible assets, gross (Year) | 3 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible assets, gross (Year) | 7 years | |
Capitalized Software Development Costs [Member] | ||
Intangible assets, gross | $ 5,262,000 | 4,339,000 |
Intangible assets, gross (Year) | 3 years | |
Anime Battlegrounds X [member] | ||
Intangible assets, gross | $ 500,000 | 0 |
Intangible assets, gross (Year) | 5 years | |
Developed Technology Rights [Member] | ||
Intangible assets, gross | $ 7,880,000 | 7,880,000 |
Developed Technology Rights [Member] | Minimum [Member] | ||
Intangible assets, gross (Year) | 5 years | |
Developed Technology Rights [Member] | Maximum [Member] | ||
Intangible assets, gross (Year) | 7 years | |
Influencers Content Creators [Member] | ||
Intangible assets, gross | $ 2,559,000 | 2,559,000 |
Influencers Content Creators [Member] | Minimum [Member] | ||
Intangible assets, gross (Year) | 3 years | |
Influencers Content Creators [Member] | Maximum [Member] | ||
Intangible assets, gross (Year) | 5 years | |
Trade Names [Member] | ||
Intangible assets, gross | $ 189,000 | 189,000 |
Intangible assets, gross (Year) | 7 years | |
Internet Domain Names [Member] | ||
Intangible assets, gross | $ 68,000 | 68,000 |
Internet Domain Names [Member] | Minimum [Member] | ||
Intangible assets, gross (Year) | 5 years | |
Internet Domain Names [Member] | Maximum [Member] | ||
Intangible assets, gross (Year) | 10 years | |
Copyrights [Member] | ||
Intangible assets, gross | $ 760,000 | $ 1,141,000 |
Copyrights [Member] | Minimum [Member] | ||
Intangible assets, gross (Year) | 5 years | |
Copyrights [Member] | Maximum [Member] | ||
Intangible assets, gross (Year) | 10 years |
Note 4 - Intangible and Other_5
Note 4 - Intangible and Other Assets - Schedule of Intangible Assets Future Amortization Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 5,108,000 | |
2024 | 4,706,000 | |
2025 | 4,100,000 | |
2026 | 2,951,000 | |
2027 | 2,161,000 | |
Thereafter | 1,040,000 | |
Intangible and other assets, net | $ 20,066,000 | $ 24,243,000 |
Note 5 - Acquisitions (Details
Note 5 - Acquisitions (Details Textual) | 12 Months Ended | ||||||||
Oct. 04, 2021 USD ($) $ / shares shares | Aug. 24, 2021 USD ($) $ / shares | Jun. 01, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2022 $ / shares | Aug. 01, 2018 $ / shares | Dec. 31, 2015 $ / shares | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Super League Closing Stock Price Per Share On the Closing Date | $ / shares | $ 4.96 | ||||||||
Amortization of Intangible Assets | $ 5,629,000 | $ 3,187,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 239,000 | ||||||||
Income Tax Expense (Benefit), Total | $ (205,000) | (3,111,000) | |||||||
Share Price | $ / shares | $ 2.91 | $ 0.336 | $ 0.68 | ||||||
Merger Agreement [Member] | |||||||||
Income Tax Expense (Benefit), Total | 3,073,000 | ||||||||
Former Mobcrush Employees [Member] | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 514,633 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 415,000 | ||||||||
Mobcrush Acquisition [Member] | |||||||||
Business Combination, Right To Receive Common Stock, Shares For Each Cancelled Common Stock And Preferred Stock, Share Of Acquiree | $ / shares | $ 0.528 | ||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 12,067,571 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 514,633 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12,582,204 | ||||||||
Business Combination, Acquisition Related Costs | $ 636,000 | ||||||||
Amortization of Intangible Assets | $ 3,651,000 | 1,883,000 | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 59,855,000 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 4.96 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 3,073,000 | ||||||||
Mobcrush Acquisition [Member] | Preferred Partner Relationship [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||||||
Mobcrush Acquisition [Member] | Preferred Partner Relationship [Member] | Minimum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 6 years | ||||||||
Mobcrush Acquisition [Member] | Preferred Partner Relationship [Member] | Maximum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||
Mobcrush Acquisition [Member] | Preferred Partner Relationship [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |||||||||
Intangible Asset, Measurement Input | 0.13 | ||||||||
Mobcrush Acquisition [Member] | Preferred Partner Relationship [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | |||||||||
Intangible Asset, Measurement Input | 0.14 | ||||||||
Mobcrush Acquisition [Member] | Trademarks [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years | ||||||||
Mobcrush Acquisition [Member] | Trademarks [Member] | Minimum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 4 years | ||||||||
Mobcrush Acquisition [Member] | Trademarks [Member] | Maximum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Mobcrush Acquisition [Member] | Trademarks [Member] | Measurement Input, Discount Rate [Member] | |||||||||
Intangible Asset, Measurement Input | 0.14 | ||||||||
Mobcrush Acquisition [Member] | Technology-Based Intangible Assets [Member] | Measurement Input, Royalty Rate [Member] | Minimum [Member] | |||||||||
Intangible Asset, Measurement Input | 0.03 | ||||||||
Mobcrush Acquisition [Member] | Technology-Based Intangible Assets [Member] | Measurement Input, Royalty Rate [Member] | Maximum [Member] | |||||||||
Intangible Asset, Measurement Input | 0.05 | ||||||||
Mobcrush Acquisition [Member] | Influencers Content Creators [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Mobcrush Acquisition [Member] | Influencers Content Creators [Member] | Minimum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 20 months | ||||||||
Mobcrush Acquisition [Member] | Influencers Content Creators [Member] | Maximum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 4 years | ||||||||
Mobcrush Acquisition [Member] | Influencers Content Creators [Member] | Measurement Input, Discount Rate [Member] | |||||||||
Intangible Asset, Measurement Input | 0.13 | ||||||||
Mobcrush Acquisition [Member] | Customer Relationships [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
Mobcrush Acquisition [Member] | Customer Relationships [Member] | Measurement Input, Discount Rate [Member] | |||||||||
Intangible Asset, Measurement Input | 0.13 | ||||||||
Mobcrush Acquisition [Member] | Customer Relationships [Member] | Measurement Input, Rate of Return [Member] | |||||||||
Intangible Asset, Measurement Input | 0.14 | ||||||||
Mobcrush Acquisition [Member] | Customer Relationships [Member] | Measurement Input, Discount Period [Member] | |||||||||
Intangible Asset, Measurement Input | 0.5 | ||||||||
Mobcrush Acquisition [Member] | Customer Relationships [Member] | Measurement Input, Risk Adjusted Return [Member] | |||||||||
Intangible Asset, Measurement Input | 1.1 | ||||||||
Bannerfy Acquisition [Member] | |||||||||
Business Combination, Acquisition Related Costs | $ 62,000 | ||||||||
Amortization of Intangible Assets | 438,000 | 146,000 | |||||||
Business Combination Consideration Transferred Including Contingent Consideration | 7,000,000 | ||||||||
Business Combination, Consideration Transferred, Total | 2,450,000 | ||||||||
Payments to Acquire Businesses, Gross | 525,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,920,000 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 4.10 | ||||||||
Business Combination, Holdback Amount | $ 275,000 | ||||||||
Business Combination, Holdback Amount, Cash Portion | 55,000 | ||||||||
Business Combination, Holdback Amount, Common Stock Portion | 220,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 4,550,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Percent, Remainder of Fiscal Year | 8% | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Percent, Year One | 38% | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High, Percent, Year Two | 54% | ||||||||
Business Combination, Contingent Consideration, Percent Payable in Cash | 21% | ||||||||
Business Combination, Contingent Consideration, Percent Payable in Common Stock | 79% | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | [1] | $ 556,000 | |||||||
Bloxbiz [Member] | |||||||||
Stock Issued During Period, Shares, Acquisitions | shares | 1,031,928 | ||||||||
Business Combination, Acquisition Related Costs | $ 47,000 | ||||||||
Amortization of Intangible Assets | 409,000 | $ 99,000 | |||||||
Business Combination, Consideration Transferred, Total | 6,000,000 | ||||||||
Payments to Acquire Businesses, Gross | 3,000,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 3,000,000 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 2.91 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 11,500,000 | ||||||||
Compensation Expense, Excluding Cost of Good and Service Sold | $ 3,206,000 | ||||||||
Bloxbiz [Member] | Common Stock Issued As Contingent Consideration [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 988,000 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 0.336 | ||||||||
Bloxbiz [Member] | Measurement Input, Rate of Return [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 30 | ||||||||
Bloxbiz [Member] | Measurement Input, Discount Period [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.5 | ||||||||
Bloxbiz [Member] | Measurement Input, Risk Adjusted Return [Member] | Minimum [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 1.1 | ||||||||
Bloxbiz [Member] | Measurement Input, Risk Adjusted Return [Member] | Maximum [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 1.3 | ||||||||
Bloxbiz [Member] | Measurement Input, Cost of Capital [Member] | Weighted Average [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 30 | ||||||||
Bloxbiz [Member] | Customer Relationships [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 3 years | ||||||||
Mobcrush Acquisition [Member] | |||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | ||||||||
[1]Pursuant to ASC 740, the deferred tax liability is estimated using the following formula: (a) Applicable tax rate divided by (b) one minus the applicable tax rate, multiplied by (c) the tax basis of the net assets acquired less the initial book basis of the net assets acquired. |
Note 5 - Acquisitions - Fair Va
Note 5 - Acquisitions - Fair Value of Purchase Price Consideration (Details) - USD ($) | Oct. 04, 2021 | Jun. 01, 2021 |
Mobcrush Acquisition [Member] | ||
Common stock issued for Acquisition (in shares) | 12,067,571 | |
Super League closing stock price per share on the Mobcrush Closing Date (in dollars per share) | $ 4.96 | |
Fair value of common stock issued | $ 59,855,000 | |
Bloxbiz [Member] | ||
Common stock issued for Acquisition (in shares) | 1,031,928 | |
Cash consideration at closing | $ 3,000,000 | |
Super League closing stock price per share on the Mobcrush Closing Date (in dollars per share) | $ 2.91 | |
Fair value of common stock issued | $ 3,000,000 | |
Fair value of total consideration issued at closing | $ 6,000,000 |
Note 5 - Acquisitions - Fair _2
Note 5 - Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2022 | Dec. 30, 2022 | Sep. 29, 2022 | Dec. 31, 2021 | Oct. 04, 2021 | Aug. 24, 2021 | Jun. 01, 2021 | Dec. 31, 2020 |
Identifiable intangible assets | $ 0 | |||||||
Goodwill | $ 0 | $ 8,300,000 | $ 50,300,000 | $ 50,263,000 | $ 2,565,000 | |||
Bloxbiz [Member] | ||||||||
Accounts receivable | $ 124,000 | |||||||
Identifiable intangible assets | 1,747,000 | |||||||
Identifiable net assets acquired | 1,871,000 | |||||||
Goodwill | 4,129,000 | |||||||
Total purchase price | $ 6,000,000 | |||||||
Mobcrush Acquisition [Member] | ||||||||
Cash | $ 586,000 | |||||||
Accounts receivable | 1,266,000 | |||||||
Identifiable intangible assets | 19,500,000 | |||||||
Prepaids | 141,000 | |||||||
Identifiable net assets acquired | 16,286,000 | |||||||
Property and equipment | 13,000 | |||||||
Goodwill | 43,569,000 | |||||||
Total purchase price | 59,855,000 | |||||||
Accounts payable and accrued expense | (2,017,000) | |||||||
Deferred revenue | (130,000) | |||||||
Net deferred income tax liability | $ (3,073,000) |
Note 5 - Acquisitions - Fair _3
Note 5 - Acquisitions - Fair Values of Acquired Intangible Assets (Details) - USD ($) | Oct. 04, 2021 | Jun. 01, 2021 |
Mobcrush Acquisition [Member] | ||
amount | $ 19,500,000 | |
Bloxbiz [Member] | ||
amount | $ 1,747,000 | |
Preferred Partner Relationship [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 7 years | |
amount | $ 10,700,000 | |
Developed Technology Rights [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 5 years | |
amount | $ 3,900,000 | |
Developed Technology Rights [Member] | Bloxbiz [Member] | ||
Estimated useful life (Year) | 7 years | |
amount | $ 912,000 | |
Developer Relationships [Member] | Bloxbiz [Member] | ||
Estimated useful life (Year) | 3 years | |
amount | $ 559,000 | |
Customer Relationships [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 5 years | |
amount | $ 500,000 | |
Customer Relationships [Member] | Bloxbiz [Member] | ||
Estimated useful life (Year) | 3 years | |
amount | $ 276,000 | |
Influencers Content Creators [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 5 years | |
amount | $ 2,000,000 | |
Advertiser and Agency Relationships [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 5 years | |
amount | $ 1,900,000 | |
Trademarks [Member] | Mobcrush Acquisition [Member] | ||
Estimated useful life (Year) | 7 years | |
amount | $ 500,000 |
Note 5 - Acquisitions - Estimat
Note 5 - Acquisitions - Estimated Net Deferred Tax Liability (Details) - USD ($) | Aug. 24, 2021 | Jun. 01, 2021 | |
Identifiable intangible assets | $ 0 | ||
Intangible assets acquired | 0 | ||
Estimated net operating loss carryforwards – Mobcrush | $ 0 | ||
Estimated net operating loss carryforwards – Mobcrush | 0 | ||
Mobcrush Acquisition [Member] | |||
Identifiable intangible assets | 19,500,000 | ||
Intangible assets acquired | 19,500,000 | ||
Intangible assets acquired tax basis | 2,635,000 | ||
Intangible assets acquired difference | (16,865,000) | ||
Property and equipment | 13,000 | ||
Estimated net operating loss carryforwards – Mobcrush | 5,895,000 | ||
Tangible assets acquired | (13,000) | ||
Net deferred tax liability – pretax | (10,983,000) | ||
Estimated net operating loss carryforwards – Mobcrush | $ 5,895,000 | ||
Estimated tax rate | 27.98% | ||
Estimated net deferred tax liability | $ (3,073,000) | ||
Bannerfy Acquisition [Member] | |||
Identifiable intangible assets | 2,512,000 | ||
Intangible assets acquired | 2,512,000 | ||
Intangible assets acquired difference | (2,512,000) | ||
Estimated net operating loss carryforwards – Mobcrush | 144,000 | ||
Net deferred tax liability – pretax | (2,368,000) | ||
Estimated net operating loss carryforwards – Mobcrush | $ 144,000 | ||
Estimated tax rate | 23.48% | ||
Estimated net deferred tax liability | [1] | $ (556,000) | |
[1]Pursuant to ASC 740, the deferred tax liability is estimated using the following formula: (a) Applicable tax rate divided by (b) one minus the applicable tax rate, multiplied by (c) the tax basis of the net assets acquired less the initial book basis of the net assets acquired. |
Note 5 - Acquisitions - Pro For
Note 5 - Acquisitions - Pro Forma Combined Statements of Operations (Details) - Mobcrush Acquisition [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Revenue | $ 14,976,000 |
Net Loss | $ (26,363,000) |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||
May 16, 2022 | May 04, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument, Fair Value Disclosure, Change | $ 334,000 | $ (49,000) | |||||||
Proceeds from Notes Payable, Total | $ 4,000,000 | $ 0 | |||||||
Gain (Loss) on Extinguishment of Debt, Total | 0 | 1,213,000 | |||||||
Securities Purchase Agreement [Member] | Note Holders [Member] | |||||||||
Debt Instrument, Face Amount | $ 4,320,000 | ||||||||
Debt Instrument, Discount, Percent | 8% | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||
Debt Instrument, Term | 12 months | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||||
Percentage of Common Stock Outstanding | 19.99% | ||||||||
Debt Instrument, Redemption Price, Percentage Requirement | 50% | ||||||||
Debt Instrument, Redemption Price, Percentage | 110% | ||||||||
Interest Expense, Debt, Total | 389,000 | ||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 209,000 | ||||||||
Interest Payable | $ 180,000 | $ 180,000 | 180,000 | ||||||
Debt Instrument, Unamortized Discount, Total | $ 320,000 | 40,000 | 40,000 | 40,000 | |||||
Amortization of Debt Discount (Premium) | 280,000 | ||||||||
Repayments of Debt | 3,781,000 | ||||||||
Convertible Notes Payable, Total | 539,000 | $ 539,000 | 539,000 | ||||||
Debt Instrument, Fair Value Disclosure, Change | $ 285,000 | $ 0 | |||||||
Securities Purchase Agreement [Member] | Note Holders [Member] | Subsequent Event [Member] | |||||||||
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 180,000 | ||||||||
Repayments of Debt | $ 539,000 | ||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | ||||||||
Proceeds from Notes Payable, Total | $ 1,200,047 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,213,000 |
Note 6 - Debt - Assumptions for
Note 6 - Debt - Assumptions for Note Valuation Using Binomial Lattice Model (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 16, 2022 USD ($) | |
Change in fair value | $ 334,000 | $ (49,000) | |||
Securities Purchase Agreement [Member] | Note Holders [Member] | |||||
Estimated Fair value of Notes, including OID, excluding accrued interest | $ 4,245,000 | $ 3,986,000 | $ 4,000,000 | ||
Change in fair value | $ 285,000 | $ 0 | |||
Securities Purchase Agreement [Member] | Note Holders [Member] | Measurement Input, Share Price [Member] | |||||
Debt instrument, measurement input | 0.68 | 1.02 | 1.27 | ||
Securities Purchase Agreement [Member] | Note Holders [Member] | Measurement Input, Price Volatility [Member] | |||||
Debt instrument, measurement input | 0.82 | 0.83 | 0.82 | ||
Securities Purchase Agreement [Member] | Note Holders [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||
Debt instrument, measurement input | 0.031 | 0.027 | 0.021 | ||
Securities Purchase Agreement [Member] | Note Holders [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||
Debt instrument, measurement input | 0 | 0 | 0 | ||
Securities Purchase Agreement [Member] | Note Holders [Member] | Measurement Input, Implied Rate [Member] | |||||
Debt instrument, measurement input | 0.234 | 0.239 | 0.207 |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Mar. 25, 2022 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 03, 2021 | Aug. 01, 2018 | Dec. 31, 2015 | |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 5,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Total Capital, Shares Authorized | 110,000,000 | |||||||||
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Stock Issued During Period, Shares, New Issues | 10,323 | |||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 320,000 | $ 33,390,000 | ||||||||
Payments of Stock Issuance Costs | $ 1,397,000 | |||||||||
Tumim [Member] | ||||||||||
Common Stock, Maximum Shares Sold | 10,000,000 | |||||||||
Warrants Issued With Placement Agent Agreement [Member] | ||||||||||
Class of Warrants and Rights, Number of Securities Called by Warrants or Rights, Percentage of Total Common Stock Issuable Upon Conversion of Preferred Shares | 14.50% | 14.50% | ||||||||
Subscription Agreements [Member] | ||||||||||
Payments of Stock Issuance Costs | $ 1,400,000 | |||||||||
Subscription Agreements [Member] | Securities Purchase Agreement [Member] | ||||||||||
Percentage of Proceeds from Issuance of Equity to Redeem Debt Outstanding | 50% | |||||||||
Proceeds from Issuance of Preferred Stock Used in Connection With Redemption of Debt | $ 4,200,000 | $ 3,621,000 | ||||||||
Placement Agency Agreement [Member] | ||||||||||
Aggregate Amount Required in Equity Offering for Agent Having Right to Appoint | $ 10,000,000 | $ 10,000,000 | ||||||||
Purchase Agreement [Member] | Tumim [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 50,000 | 7,425 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.11 | $ 1.11 | ||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | |||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 8,000 | |||||||||
Common Stock, Maximum Shares Allowed to Issue and Sell, Initial | 7,361,833 | |||||||||
Common Stock, Maximum Shares Allowed to Issue and Sell, Percentage of Shares Issued and Outstanding, Initial | 19.99% | |||||||||
Common Stock, Price Per Share, Percentage of Weighted Average Price | 95% | |||||||||
Purchase Agreement [Member] | Tumim [Member] | Minimum [Member] | ||||||||||
Beneficial Ownership, Minimum Percentage of Shares Outstanding, Initial | 4.99% | |||||||||
Purchase Agreement [Member] | Tumim [Member] | Maximum [Member] | ||||||||||
Beneficial Ownership, Minimum Percentage of Shares Outstanding, Initial | 9.99% | |||||||||
January 2021 Offering [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,076,924 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 2.60 | |||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 8,000,000 | |||||||||
Payments of Stock Issuance Costs | $ 73,000 | |||||||||
February 2021 Offering [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,926,830 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 4.10 | |||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 12,000,000 | |||||||||
Payments of Stock Issuance Costs | $ 70,000 | |||||||||
March 2021 Offering [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,512,499 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 9 | |||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 13,600,000 | |||||||||
Payments of Stock Issuance Costs | $ 72,000 | |||||||||
Sales Agreement [Member] | Agents [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 323,639 | |||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.99 | $ 0.99 | ||||||||
Proceeds From Issuance of Common Stock, Net of Issuance Costs | $ 312,000 | |||||||||
Common Stock, Maximum Amount to Be Distributed Through Financial Institutions | $ 75,000,000 | |||||||||
Financial Institutions, Commission Rate | 3% | |||||||||
Series A Preferred Offerings [Member] | Subscription Agreements [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 10,323 | |||||||||
Preferred Stock, Stated Value | $ 1,000 | $ 1,000 | ||||||||
Preferred Stock, Beneficial Ownership Limitation, Minimum Percentage of Outstanding Preferred Stock Shares Required | 51% | 51% | ||||||||
Preferred Stock, Beneficial Ownership Limitations, Percentage of Outstanding Shares Required to be Converted When Common Stock Volume-weighted Average Price Over Previous 10 Days as Reported Equals More Than 250% of Conversion Price | 50% | 50% | ||||||||
Preferred Stock, Beneficial Ownership Limitations, Percentage of Outstanding Shares Required to be Converted When Common Stock Volume-weighted Average Price Over Previous 10 Days as Reported Equals More Than 300% of Conversion Price | 100% | 100% | ||||||||
Preferred Stock Voting Exceptions, Minimum Amount of Indebtedness Required | $ 5,000,000 | $ 5,000,000 | ||||||||
Preferred Stock Dividends, Percentage of Common Shares | 20% | 20% | ||||||||
Series A Preferred Offerings [Member] | Placement Agency Agreement [Member] | ||||||||||
Placement Fee, Percentage of Proceeds from Issuance of Equity | 10% | |||||||||
Nonaccountable Expense, Percentage of Proceeds from Issuance of Equity | 3% | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 5,359 | |||||||||
Payments of Stock Issuance Costs | $ 752,000 | |||||||||
Series A Preferred Stock [Member] | Subscription Agreements [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | $ 1,000 | ||||||||
Series A-2 Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,297 | |||||||||
Payments of Stock Issuance Costs | $ 169,000 | |||||||||
Series A-2 Preferred Stock [Member] | Subscription Agreements [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | $ 0.001 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | $ 1,000 | ||||||||
Series A-3 Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,733 | |||||||||
Payments of Stock Issuance Costs | $ 225,000 | |||||||||
Series A-3 Preferred Stock [Member] | Subscription Agreements [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | $ 0.001 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | 1,000 | $ 1,000 | ||||||||
Series A-4 Preferred Stock [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,934 | |||||||||
Payments of Stock Issuance Costs | $ 251,000 | |||||||||
Series A-4 Preferred Stock [Member] | Subscription Agreements [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | $ 0.001 | ||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1,000 | $ 1,000 |
Note 7 - Stockholders' Equity -
Note 7 - Stockholders' Equity - Summary of Preferred Stock Offerings (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Issuance of shares (in shares) | 10,323 | ||
gross proceeds | $ 10,323,000 | ||
fees | 1,397,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | $ 8,926,000 | $ 0 | |
conversion shares (in shares) | 18,269,000 | ||
placement agent warrants (in shares) | [1] | 2,649,000 | |
Placement Agent Warrants With Series A Preferred Stock [Member] | |||
placement agent warrants (in shares) | [1] | 1,253,000 | |
Placement Agent Warrants With Series A-2 Preferred Stock [Member] | |||
placement agent warrants (in shares) | [1] | 283,000 | |
Placement Agent Warrants With Series A-3 Preferred Stock [Member] | |||
placement agent warrants (in shares) | [1] | 375,000 | |
Placement Agent Warrants With Series A-4 Preferred Stock [Member] | |||
placement agent warrants (in shares) | [1] | 738,000 | |
Series A Preferred Stock [Member] | |||
Conversion price (in dollars per share) | $ 0.6200 | ||
Issuance of shares (in shares) | 5,359 | ||
gross proceeds | $ 5,359,000 | ||
fees | 752,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | $ 4,607,000 | ||
conversion shares (in shares) | 8,644,000 | ||
Series A-2 Preferred Stock [Member] | |||
Conversion price (in dollars per share) | $ 0.6646 | ||
Issuance of shares (in shares) | 1,297 | ||
gross proceeds | $ 1,297,000 | ||
fees | 169,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | $ 1,128,000 | ||
conversion shares (in shares) | 1,952,000 | ||
Series A-3 Preferred Stock [Member] | |||
Conversion price (in dollars per share) | $ 0.6704 | ||
Issuance of shares (in shares) | 1,733 | ||
gross proceeds | $ 1,733,000 | ||
fees | 225,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | $ 1,508,000 | ||
conversion shares (in shares) | 2,585,000 | ||
Series A-4 Preferred Stock [Member] | |||
Conversion price (in dollars per share) | $ 0.3801 | ||
Issuance of shares (in shares) | 1,934 | ||
gross proceeds | $ 1,934,000 | ||
fees | 251,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs (Note 7) | $ 1,683,000 | ||
conversion shares (in shares) | 5,088,000 | ||
[1]To be issued upon final closing of the Series A Preferred Stock offering |
Note 8 - Stock-based Incentiv_3
Note 8 - Stock-based Incentive Plans (Details Textual) - USD ($) | 12 Months Ended | ||||||||||
Dec. 01, 2022 | Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | May 31, 2021 | Jul. 31, 2020 | Oct. 31, 2018 | Jul. 31, 2017 | May 31, 2016 | Oct. 31, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.17 | $ 3.40 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 1,726,000 | $ 720,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 2,204,000 | ||||||||||
Share-Based Payment Arrangement, Expense | $ 4,263,000 | $ 2,381,000 | |||||||||
Stock Award Sales Program [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 100% | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,250,000 | 5,000,000 | 2,583,334 | 1,833,334 | 1,500,000 | 1,000,000 | 583,334 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,139,074 | ||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 28 days | ||||||||||
Non-statutory Options [Member] | Discretionary Option Grant Program [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 85% | ||||||||||
Incentive Stock Options [Member] | Discretionary Option Grant Program [Member] | Eligible Employees Owns Equal or Less Than 10% of Voting Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 110% | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 983,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.52 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 362,000 | ||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 24,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 170,000 | ||||||||||
Share-Based Payment Arrangement, Expense | $ 131,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.91 | ||||||||||
Performance Stock Units [Member] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 2,142,000 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 1,350,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting, Number of Shares Required Vested | 270,000 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Requirement, Stock Price | $ 4.75 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Requirement, Stock Price | 6 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Requirement, Stock Price | 7 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Four [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Requirement, Stock Price | 8 | ||||||||||
Performance Stock Units [Member] | Super League 2014 Amended and Restated Stock Option and Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Five [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Requirement, Stock Price | $ 9 | ||||||||||
Stock Warrants [Member] | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 228,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 500,000 | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.50 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 0 | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Exercise Price | $ 0.67 | ||||||||||
Stock Warrants [Member] | Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 500,000 | ||||||||||
Share-Based Payment Arrangement, Expense | $ 20,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.50 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Exercise Price | $ 0.67 |
Note 8 - Stock-based Incentiv_4
Note 8 - Stock-based Incentive Plans - Fair Value of Stock Options Granted Using Black-scholes-merton Option Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Dividend yield | 0% | 0% |
Share-Based Payment Arrangement, Option [Member] | ||
Expected Volatility | 95% | 95% |
Risk–free interest rate | 2.89% | 99% |
Expected life of options (in years) (Year) | 6 years 29 days | 5 years 10 months 9 days |
Note 8 - Stock-based Incentiv_5
Note 8 - Stock-based Incentive Plans - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding, number of shares (in shares) | 2,433,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 5.18 | |
Outstanding, Aggregate Intrinsic Value | $ 4,000 | $ 246,000 |
Granted, number of shares (in shares) | 239,000 | |
Granted, weighted average exercise price per share (in dollars per share) | $ 1.51 | |
Exercised, number of shares (in shares) | 0 | |
Exercised, weighted average exercise price per share (in dollars per share) | $ 0 | |
Canceled / forfeited, number of shares (in shares) | (194,000) | |
Canceled / forfeited, weighted average exercise price per share (in dollars per share) | $ 4.23 | |
Outstanding, number of shares (in shares) | 2,478,000 | |
Outstanding, weighted average exercise price per share (in dollars per share) | $ 4.90 | |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 6 years 10 months 13 days | |
Vested and exercisable, number of shares (in shares) | 1,569,000 | |
Vested and exercisable, weighted average exercise price per share (in dollars per share) | $ 5.80 | |
Vested and exercisable, Weighted Average Remaining Contractual Term (Year) | 5 years 11 months 26 days | |
Vested and exercisable, Aggregate Intrinsic Value | $ 4,000 |
Note 8 - Stock-based Incentiv_6
Note 8 - Stock-based Incentive Plans - Non-vested Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Non-vested restricted stock units, number of units (in shares) | shares | 361,000 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.92 |
Granted, number of units (in shares) | shares | 2,080,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.52 |
Vested, number of units (in shares) | shares | (362,000) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.46 |
Canceled, number of units (in shares) | shares | (32,000) |
Canceled, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.87 |
Non-vested restricted stock units, number of units (in shares) | shares | 2,047,000 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.77 |
Super League 2014 Stock Option and Incentive Plan [Member] | |
Non-vested restricted stock units, number of units (in shares) | shares | 361,000 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.92 |
Granted, number of units (in shares) | shares | 1,940,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.57 |
Vested, number of units (in shares) | shares | (257,000) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.50 |
Canceled, number of units (in shares) | shares | (32,000) |
Canceled, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.87 |
Non-vested restricted stock units, number of units (in shares) | shares | 2,012,000 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.78 |
Outside of The 2014 Plan [Member] | |
Non-vested restricted stock units, number of units (in shares) | shares | 0 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Granted, number of units (in shares) | shares | 140,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.91 |
Vested, number of units (in shares) | shares | (105,000) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.91 |
Canceled, number of units (in shares) | shares | 0 |
Canceled, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Non-vested restricted stock units, number of units (in shares) | shares | 35,000 |
Non-vested restricted stock units, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.91 |
Note 8 - Stock-based Incentiv_7
Note 8 - Stock-based Incentive Plans - Warrants Activity (Details) - Stock Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding, number of warrants (in shares) | 781,000 | |
Outstanding, exercise price per shares, warrants (in dollars per share) | $ 10.26 | |
Granted, number of warrants (in shares) | 500,000 | 0 |
Granted, exercise price per shares, warrants (in dollars per share) | $ 0.67 | |
Expired, number of warrants (in shares) | (116,000) | |
Expired, exercise price per shares, warrants (in dollars per share) | $ 10.80 | |
Outstanding, number of warrants (in shares) | 1,165,000 | 781,000 |
Outstanding, exercise price per shares, warrants (in dollars per share) | $ 6.09 | $ 10.26 |
Outstanding, remaining contractual term, warrants (Year) | 4 years 9 months 10 days | |
Vested and exercisable, number of warrants (in shares) | 665,000 | |
Vested and exercisable, exercise price per shares, warrants (in dollars per share) | $ 10.16 | |
Vested and exercisable, remaining contractual term, warrants (Year) | 4 years 9 months 10 days |
Note 8 - Stock-based Incentiv_8
Note 8 - Stock-based Incentive Plans - Noncash Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | $ 1,278,000 | $ 1,148,000 |
Total noncash stock compensation expense | 4,263,000 | 2,381,000 |
Warrants | 20,000 | 0 |
Restricted stock units | 2,965,000 | 1,233,000 |
Total noncash stock compensation expense | 4,263,000 | 2,381,000 |
Selling and Marketing Expense [Member] | ||
Total noncash stock compensation expense | 1,079,000 | 934,000 |
Total noncash stock compensation expense | 1,079,000 | 934,000 |
Research and Development Expense [Member] | ||
Total noncash stock compensation expense | 389,000 | 288,000 |
Total noncash stock compensation expense | 389,000 | 288,000 |
General and Administrative Expense [Member] | ||
Total noncash stock compensation expense | 2,795,000 | 1,159,000 |
Total noncash stock compensation expense | $ 2,795,000 | $ 1,159,000 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | $ 1,100,000 |
Operating Loss Carryforwards without Expiration Date | 94,100,000 |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards | 118,300,000 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards | 104,900,000 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards | $ 985,000 |
Note 9 - Income Taxes - Provisi
Note 9 - Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal taxes, current | $ 0 | $ 0 |
State taxes, current | 0 | 0 |
Total current, current | 0 | 0 |
Federal taxes | (7,541,000) | (4,654,000) |
State taxes | (1,664,000) | (969,000) |
Foreign taxes | (205,000) | (38,000) |
Subtotal | (9,410,000) | (5,661,000) |
Change in valuation allowance | 9,205,000 | 2,550,000 |
Total deferred | (205,000) | (3,111,000) |
Provision for income taxes | $ (205,000) | $ (3,111,000) |
Note 9 - Income Taxes - Deferre
Note 9 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss and credits | $ 32,098,000 | $ 27,963,000 |
Stock compensation | 3,026,000 | 2,837,000 |
Accrued liabilities | 504,000 | 11,000 |
Fixed assets and intangibles | (2,231,000) | (4,812,000) |
State taxes | 11,000 | 1,000 |
Capitalized research and development costs | 2,002,000 | 0 |
Total net deferred tax assets (liabilities) | 35,410,000 | 26,000,000 |
Valuation allowance | (35,723,000) | (26,518,000) |
Total net deferred tax assets (liabilities), net of valuation allowance | $ (313,000) | $ (518,000) |
Note 9 - Income Taxes - Reconci
Note 9 - Income Taxes - Reconciliations of Federal Statutory Rate to Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statutory federal tax rate - (benefit) expense | 21% | 21% |
State tax, net | 6% | 0% |
Non-deductible permanent items | (15.00%) | (2.00%) |
Change in tax rate | (1.00%) | |
Valuation allowance | (11.00%) | (6.00%) |
Effective Income Tax Rate Reconciliation, Percent, Total | 0% | 13% |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | May 31, 2018 USD ($) | |
Operating Lease, Monthly Payments | $ 12,000 | ||
Operating Lease, Expense | 168,000 | $ 111,000 | |
Director [Member] | |||
Consulting Agreement, Monthly Payment | $ 7,500 | ||
Director [Member] | Consulting Fees [Member] | |||
Related Party Transaction, Amounts of Transaction | $ 90,000 | $ 90,000 | |
Office Space [Member] | |||
Area of Real Estate Property | ft² | 3,200 | ||
Office Space on Month-to-month Basis [Member] | |||
Area of Real Estate Property | ft² | 1,650 | ||
Office Space Subject to Two-year Lease [Member] | |||
Area of Real Estate Property | ft² | 1,550 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 01, 2018 | Dec. 31, 2015 | |
Stock Issued During Period, Shares, New Issues | 10,323 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 8,926,000 | $ 0 | ||||
Payments of Stock Issuance Costs | $ 1,397,000 | |||||
Subscription Agreements [Member] | ||||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 8,900,000 | |||||
Payments of Stock Issuance Costs | $ 1,400,000 | |||||
Subsequent Event [Member] | Series A-5 Preferred Stock [Member] | Subscription Agreements [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 2,299 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 1,000 | |||||
Proceeds From Issuance of Preferred Stock, Net of Issuance Costs | $ 2,000,000 | |||||
Payments of Stock Issuance Costs | $ 299,000 |