Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41508 | |
Entity Registrant Name | LOOP MEDIA, INC. | |
Entity Incorporation, State Code | NV | |
Entity Tax Identification Number | 47-3975872 | |
Entity Address, Address Line One | 2600 West Olive Avenue | |
Entity Address, Address Line Two | Suite 5470 | |
Entity Address, City or Town | Burbank | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91505 | |
City Area Code | 213 | |
Local Phone Number | 436-2100 | |
Title of 12(b) Security | Common stock, $0.0001 | |
Trading Symbol | LPTV | |
Security Exchange Name | NYSEAMER | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 70,851,214 | |
Entity Central Index Key | 0001643988 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets | ||
Cash | $ 3,811,159 | $ 3,068,696 |
Accounts receivable, net | 7,941,430 | 6,211,815 |
Prepaid expenses and other current assets | 669,360 | 987,605 |
Content assets - current | 1,937,900 | 2,218,894 |
Total current assets | 14,359,849 | 12,487,010 |
Non-current assets | ||
Deposits | 12,145 | 12,054 |
Content assets - non current | 304,180 | 448,726 |
Deferred costs - non current | 1,710,583 | 744,408 |
Property and equipment, net | 2,533,829 | 2,711,558 |
Intangible assets, net | 449,778 | 477,889 |
Total non-current assets | 5,010,515 | 4,394,635 |
Total assets | 19,370,364 | 16,881,645 |
Current liabilities | ||
Accounts payable | 6,627,014 | 4,978,920 |
Accrued liabilities | 2,324,189 | 3,546,338 |
Accrued royalties and revenue share | 6,272,056 | 4,930,329 |
License content liabilities - current | 521,746 | 489,157 |
Deferred Income | 19,565 | |
Total current liabilities | 22,432,143 | 19,054,762 |
Non-current liabilities | ||
License content liability - non current | 184,000 | 208,000 |
Total non-current liabilities | 625,390 | 2,643,216 |
Total liabilities | 23,057,533 | 21,697,978 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit) | ||
Common Stock, $0.0001 par value, 150,000,000 shares authorized, 70,851,214 and 65,620,151 shares issued and outstanding as of December 31, 2023 and September 30, 2023, respectively | 7,085 | 6,562 |
Additional paid in capital | 129,876,691 | 123,462,648 |
Accumulated deficit | (133,570,945) | (128,285,543) |
Total stockholders' equity (deficit) | (3,687,169) | (4,816,333) |
Total liabilities and stockholders' equity (deficit) | 19,370,364 | 16,881,645 |
Non-revolving line of credit | ||
Current liabilities | ||
Revolving line of credit, current | 1,760,000 | 2,124,720 |
Non-current liabilities | ||
Line of credit, noncurrent | 441,390 | 475,523 |
Revolving line of credit | ||
Current liabilities | ||
Revolving line of credit, current | $ 4,907,573 | 2,985,298 |
Related party | ||
Non-current liabilities | ||
Total non-current liabilities | $ 1,959,693 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Aug. 15, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 150,000,000 | |
Common stock, issued | 70,851,214 | 65,620,151 | |
Common stock, outstanding | 70,851,214 | 65,620,151 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 10,171,256 | $ 14,825,831 |
Cost of revenue | 6,546,717 | 9,139,800 |
Gross profit | 3,624,539 | 5,686,031 |
Operating expenses | ||
Sales, general and administrative | 6,170,977 | 7,958,134 |
Stock-based compensation | 1,328,225 | 1,790,807 |
Depreciation and amortization | 381,875 | 187,716 |
Total operating expenses | 7,881,077 | 9,936,657 |
Loss from operations | (4,256,538) | (4,250,626) |
Other income (expense) | ||
Interest expense | (1,002,189) | (1,007,583) |
Loss on extinguishment of debt | (25,424) | |
Other expense | (1,251) | |
Total other income (expense) | (1,028,864) | (1,007,583) |
Loss before income taxes | (5,285,402) | (5,258,209) |
Income tax (expense)/benefit | (1,230) | |
Net loss | $ (5,285,402) | $ (5,259,439) |
Basic net loss per common share (in dollars per share) | $ (0.09) | $ (0.09) |
Diluted net loss per common share (in dollars per share) | $ (0.09) | $ (0.09) |
Weighted average number of basic common shares outstanding (in shares) | 66,787,371 | 56,381,209 |
Weighted average number of diluted common shares outstanding (in shares) | 66,787,371 | 56,381,209 |
Advertising and Legacy and other revenue | ||
Cost of revenue | $ 5,739,710 | $ 8,457,633 |
Depreciation and amortization | ||
Cost of revenue | $ 807,007 | $ 682,167 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid in Capital. | Accumulated Deficit | Total |
Balance at beginning at Sep. 30, 2022 | $ 5,638 | $ 101,970,318 | $ (96,321,864) | $ 5,654,092 |
Balance at beginning (in shares) at Sep. 30, 2022 | 56,381,209 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation | 1,790,807 | 1,790,807 | ||
Net Income (Loss) | (5,259,439) | (5,259,439) | ||
Balance at ending (in shares) at Dec. 31, 2022 | 56,381,209 | |||
Balance at ending at Dec. 31, 2022 | $ 5,638 | 103,761,125 | (101,581,303) | 2,185,460 |
Balance at beginning at Sep. 30, 2023 | $ 6,562 | 123,462,648 | (128,285,543) | (4,816,333) |
Balance at beginning (in shares) at Sep. 30, 2023 | 65,620,151 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Conversion of convertible debenture | $ 304 | 2,455,437 | 2,455,741 | |
Conversion of convertible debenture (in shares) | 3,037,895 | |||
Stock-based compensation | 1,287,390 | 1,287,390 | ||
Warrants issued for debt | 1,003,269 | 1,003,269 | ||
Shares issued for consulting fees | $ 31 | 124,101 | 124,132 | |
Shares issued for consulting fees (in shares) | 311,889 | |||
Warrants issued for consulting fees | 40,835 | 40,835 | ||
Shares issued for capital raise costs | $ 3 | 22,497 | 22,500 | |
Shares issued for capital raise costs (in shares) | 30,405 | |||
Shares issued upon warrant exercises | $ 185 | 1,480,514 | 1,480,699 | |
Shares issued upon warrant exercises (in shares) | 1,850,874 | |||
Net Income (Loss) | (5,285,402) | (5,285,402) | ||
Balance at ending (in shares) at Dec. 31, 2023 | 70,851,214 | |||
Balance at ending at Dec. 31, 2023 | $ 7,085 | $ 129,876,691 | $ (133,570,945) | $ (3,687,169) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,285,402) | $ (5,259,439) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 396,598 | 661,335 |
Depreciation and amortization expense | 381,875 | 187,716 |
Amortization of content assets | 807,007 | 682,167 |
Amortization of right-of-use assets | 42,779 | |
Bad debt expense | 804,664 | |
Extinguishment of debt converted to equity | 338,858 | |
Loss on early extinguishment of convertible debt | 25,424 | |
Stock-based compensation | 1,328,225 | 1,790,807 |
Shares issued for capital raise costs | 22,500 | |
Shares issued for consulting fees | 124,132 | |
Change in operating assets and liabilities: | ||
Accounts receivable | (2,534,279) | (2,883,253) |
Inventory | (886) | 12,091 |
Prepaid expenses | 319,130 | 251,644 |
Deposit | (91) | |
Accounts payable | 2,042,211 | (1,375,043) |
Accrued liabilities | (1,225,987) | (2,331,374) |
Accrued royalties and revenue share | 1,341,727 | 3,860,199 |
Licensed content liability | (432,266) | (2,420,129) |
Operating lease liabilities | (45,104) | |
Deferred income | 19,565 | 2,375 |
NET CASH USED IN OPERATING ACTIVITIES | (1,526,995) | (6,823,229) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (394,401) | (618,032) |
NET CASH USED IN INVESTING ACTIVITIES | (394,401) | (618,032) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from line of credit | 9,788,286 | 13,649,036 |
Deferred costs | (75,430) | (56,024) |
Payment of acquisition related consideration | (250,125) | |
Repayments on lines of credit | (8,529,696) | (12,219,595) |
Proceeds from exercise of warrants | 1,480,699 | |
Debt issuance costs | (301) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,663,859 | 1,122,991 |
Change in cash and cash equivalents | 742,463 | (6,318,270) |
Cash, beginning of period | 3,068,696 | 14,071,914 |
Cash, end of period | 3,811,159 | 7,753,644 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS | ||
Cash paid for interest | 295,086 | 508,118 |
Cash paid for income taxes | 1,230 | |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued for debt conversion | 2,455,741 | |
Deferred costs for warrants issued for debt | 1,003,269 | |
Unpaid debt issuance costs | 7,310 | 12,808 |
Unpaid additions to property and equipment | 14,400 | 280,950 |
Unpaid additions to licensed and internally developed content | $ 180,362 | $ 2,756,420 |
BUSINESS
BUSINESS | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | LOOP MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) NOTE 1 – BUSINESS Loop Media, Inc., a Nevada corporation, (collectively, “Loop Media,” the “Company,” “we,” “us” or “our”) is a multichannel digital video platform media company that uses marketing technology, or “MarTech,” to generate our revenue and offer our services. Our technology and vast library of videos and licensed content enable us to curate and distribute short-form videos to connected televisions (“CTV”) in businesses the ability to promote and advertise their products via digital signage and provides We offer hand-curated music video content licensed from major and independent record labels, including Universal Music Group (“Universal”), Sony Music Entertainment (“Sony”), and Warner Music Group (“Warner” and collectively with Universal and Sony, the “Music Labels”), as well as non-music video content. Our non-music video content is predominantly licensed or acquired from third parties, including action sports clips, drone and nature footage, trivia, news headlines, lifestyle channels and kid-friendly videos, as well as movie, television and video game trailers, amongst other content. We distribute our content and advertising inventory to digital screens located in OOH locations primarily through (i) our owned and operated platform (the “O&O Platform”) of Loop Media-designed “small-box” streaming Android media players (“Loop Players”) and legacy ScreenPlay (as defined below) computers and (ii) through screens (“Partner Screens”) on digital platforms owned and operated by third parties (each a “Partner Platform” and collectively, the “Partner Platforms,” and together with the O&O Platform, the “Loop Platform”). As of December 31, 2023, we had approximately 77,000 active Loop Players and Partner Screens across the Loop Platform, which include 33,783 quarterly active Loop Players, or QAUs (as defined below) across our O&O Platform, a decrease of 3,238 over the quarter ended September 30, 2023, and approximately 43,000 Partner Screens across our Partner Platforms, an increase of 1,000 Partner Screens over the quarter ended September 30, 2023. Liquidity and management’s plan As shown in the accompanying consolidated financial statements, we have incurred significant recurring losses resulting in an accumulated deficit. We anticipate further losses in the foreseeable future. We also had negative cash flows used in operations. These factors raise substantial doubt about our ability to continue as a going concern. On December 22, 2022, we filed a Shelf Registration Statement on Form S-3 that has been declared effective by the Securities and Exchange Commission (“SEC”). On May 12, 2023, we entered into an At Market Issuance Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”) pursuant to which we may offer and sell, from time to time through the Agent, shares of our common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $50,000,000. As of the date of this Report, however, we are now subject to the limitations of General Instruction I.B.6. of Form S-3, and in accordance with the terms of the ATM Sales Agreement, the number of shares of our Common Stock available for sale thereunder is now limited to one-third of the aggregate market value of our Common Stock held by non-affiliates of the Company, as calculated pursuant to General Instruction I.B.6. of Form S-3. During the three months ended December 31, 2023, we issued no shares of Common Stock under the ATM Sales Agreement. On January 8, 2024, we filed a Prospectus Supplement to the Prospectus filed on January 11, 2023, to decrease the amount of our Common Stock that is available to be sold under the ATM Sales Agreement, such that we registered the offer and sale of our Common Stock having an aggregate sales price of up to $18,200,000, from time to time. We have not raised any funds through sales under our ATM Sales Agreement from January 1, 2024, through the date of this Report. Effective as of December 14, 2023, we entered into a Revolving Line of Credit Loan Agreement with Excel Family Partners, LLLP (“Excel” and the “Excel Revolving Line of Credit Agreement”) for up to a principal sum of $2,500,000 , under which we may pay down and re-borrow up to the maximum amount of the $2,500,000 limit (the “Excel Revolving Line of Credit”). As of December 31, 2023, we had not drawn on the Excel Revolving Line of Credit. Based on the available cash balance at December 31, 2023, and our current access to capital utilizing the ATM and our credit facilities, we believe that we will have sufficient resources to fund our operations for at least twelve months from the date these financial statements were issued and that the substantial doubt in connection with our ability to continue as a going concern is alleviated. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2023, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the three months ended December 31, 2023, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2023, are not necessarily indicative of results that may be expected for the year ending September 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2023, included in our Annual Report on Form 10-K filed with the SEC on December 19, 2023. Basis of presentation The consolidated financial statements include our accounts and our wholly-owned subsidiaries, EON Media Group Pte. Ltd. and Retail Media TV, Inc. The unaudited Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the revenue recognition of performance obligations, allowance for doubtful accounts, fair value of stock-based compensation awards, income taxes and going concern. Segment reporting We report as one reportable segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures. Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On December 31, 2023, and September 30, 2023, we had no cash equivalents. As of December 31, 2023, and September 30, 2023, approximately $3,561,159 and $2,818,696 of cash exceeded the FDIC insurance limits, respectively. Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of December 31, 2023, and September 30, 2023, we had recorded an allowance for doubtful accounts of $804,664 and $630,629, respectively. Concentration of credit risk During the three months ended December 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 25% and 20% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. During the three months ended December 31, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 16%, 15% and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of December 31, 2023, three customers accounted for a total of 42% of our accounts receivable balance or 17%, 15% and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. As of December 31, 2022, three customers accounted for a total of 39% of our accounts receivable balance or 14%, 14% and 11%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. Content Assets We capitalize the fixed content fees and corresponding liability when the license period begins, the cost of the content is known, and the content is accepted and available for streaming. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded, and licensing costs are expensed as incurred. We amortize licensed content assets into cost of revenue, using the straight-line method over the contractual period of availability. The liability is paid in accordance with the contractual terms of the arrangement. Internally-developed content costs are capitalized in the same manner as licensed content costs, when the cost of the content is known and the content is ready and available for streaming. We amortize internally-developed content assets into cost of revenue, using the straight-line method over the estimated period of streaming. Long-lived assets We evaluate the recoverability of long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. Our finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two nine years Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Our capitalization policy is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Loop Players are capitalized as fixed assets and depreciated over the estimated period of use. See below for estimated useful lives: Loop Players 3 years Equipment 3 Software 3 years Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than twelve months, we have elected the short-term lease measurement and recognition exemption, and we recognize such lease payments on a straight-line basis over the lease term. Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology is one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed On September 26, 2022, our convertible debentures converted to Common Stock as part of our public offering and uplist to The NYSE American, LLC, in accordance with the terms of the original debt agreements. As of September 30, 2022, the remaining balance of the Derivative Liability was written off as part of the conversion to equity. Thus, there is no fair value measurement of the Derivative Liability balance as of December 31, 2023. Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the three months ended December 31, 2023, and 2022, were $2,178,247 and $3,125,027, respectively. Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers consideration we expect to receive in exchange for those products. In instances where final acceptance of the product is specified by the client, revenue is deferred until all acceptance criteria have been met. For example, we bill subscription services in advance of when the service is performed and revenue is treated as deferred revenue until the service is performed and/or the performance obligation is satisfied. Revenues are recognized under Topic 606 in a manner that reasonably reflects the delivery of our products and services to clients in return for expected consideration and includes the following elements: ● executed contracts with our customers that we believe are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Our revenue can be categorized into two revenue streams: Advertising revenue and Legacy and other revenue. The following table disaggregates our revenue by major type for each of the periods indicated: Three months ended December 31, 2023 2022 Advertising revenue $ 9,394,764 $ 13,959,505 Legacy and other revenue 776,492 866,326 Total $ 10,171,256 $ 14,825,831 Performance obligations and significant judgments Our performance obligations and recognition patterns for each revenue stream are as follows: Advertising revenue For the three months ended December 31, 2023, and 2022, advertising revenue accounts for 92% and 94%, respectively, of our revenue and includes revenue from direct programmatic and local advertising as well as sponsorships. For all advertising revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). Our role as principal or agent differs based on our performance obligation for each revenue share arrangement. For both the O&O and Partner Platforms businesses, advertising inventory provided to advertisers through the use of an advertising demand partner or agency, with whose fees or commission is calculated based on a stated percentage of gross advertising spending, we are considered the agent and our revenues are reported net of agency fees and commissions. We are considered the agent because the demand partner or agency controls all aspects of the transaction (pricing risk, inventory risk, obligation for fulfillment) except for the devices used to show the advertisements, therefore we report this advertising revenue net of agency fees and commissions. We are considered the principal in our arrangements with content providers in our O&O Platform business and with our arrangements with our third-party partners in our Partner Platforms business and thus report revenues on a gross basis (net of agency fees and commissions), wherein the amounts billed to our advertising demand partners, advertising agencies, and direct advertisers and sponsors are recorded as revenues, and amounts paid to content providers and third-party partners are recorded as expenses. We are considered the principal because we control the advertising space, are primarily responsible to our advertising demand partners and other parties filling our advertising inventory, have discretion in pricing and advertising fill rates and typically have an inventory risk. For advertising revenue, we recognize revenue at the time the digital advertising impressions are filled and the advertisements are played and, for sponsorship revenue, we generally recognize revenue ratably over the term of the sponsorship arrangement as the sponsored advertisements are played. Legacy and other business revenue For the three months ended December 31, 2023, and 2022, legacy and other business revenue accounts for the remaining 8% and 6%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: o Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. Revenue from streaming services is insignificant. o Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. o Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. Revenue from hardware sales is insignificant. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. Customer acquisition costs Customer acquisition costs consist of marketing costs and affiliate fees associated with the O&O Platform business. They are included in operating expenses and expensed as incurred. Cost of revenue Cost of revenue for the O&O Platform and legacy businesses represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop Players is not included in cost of sales. Cost of revenue for the Partner Platform business represents hosting fees, amortized costs of internally-developed content, and the revenue share with third party partners (after deduction of allocated infrastructure costs). The cost of revenue is higher with partners within the Partner Platform versus those within the O&O Platform because we leverage our Partner Platform partners’ network of customers and their screens to deliver content and advertising inventory, rather than using our own Loop Players. Deferred income Deferred income represents our accounting for the timing difference between when fees are received and when the performance obligation is satisfied. Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2023, and September 30, 2023, respectively, because their inclusion would have been anti-dilutive. December 31, September 30, 2023 2023 Options to purchase common stock 8,915,294 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 1,156,397 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 16,938,390 15,598,275 On December 14, 2023, we entered into Warrant Reprice Letter Agreements with certain holders to amend the exercise price of existing exercisable warrants to $0.80 per share and to exercise an aggregate of 1,850,874 shares of our Common Stock for an aggregate exercise price of $1,480,699. The impact of the amendment resulted in a deemed dividend in the amount of $419,939 , which was calculated based on the change in fair value. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Common Stock is as follows: Three months ended December 31, 2023 2022 Numerator: Net loss $ (5,285,402) $ (5,259,439) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (5,705,341) $ (5,259,439) Denominator: Weighted average number of common shares outstanding 66,787,371 56,381,209 Basic and diluted net loss per common share $ (0.09) $ (0.09) Shipping and handling costs Loop Players are provided free to our customers. Loop Media absorbs any associated costs of shipping and handling and records as an operational expense at the time of service. Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have no material uncertain tax positions for any of the reporting periods presented. We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. We have also made a policy election to treat the income tax with respect to global intangible low-tax income as a period expense when incurred. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. The adoption of this standard in the first quarter of 2022 had no impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning October 1, 2025, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote. Stock-based compensation Stock-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the stock-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. Deferred financing costs Deferred financing costs represent legal, accounting and other direct costs related to our efforts to raise capital through a public or private sale of our Common Stock. Costs related to the public sale of our Common Stock are deferred until the completion of the applicable offering, at which time such costs are reclassified to additional paid-in-capital as a reduction of the proceeds. Costs related to the private sale of our Common Stock are deferred until the completion of the applicable offering, at which time such costs are amortized over the term of the applicable purchase agreement. Employee retention credits In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”): a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. We qualified for the ERC in the third and fourth quarters of 2020 and the first, second and third quarters of 2021. During the three months ended December 31, 2023, we recorded no aggregate benefit in our condensed combined income statement to reflect the ERC. Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. Previously reported accounts payable and accrued liabilities have now been disaggregated into accounts payable, accrued liabilities, and accrued royalty. Restructuring costs We undertook initiatives in fiscal year 2023 to increase efficiency and cut costs, while still maintaining our focus on, and dedication to, the continued growth of our business. During fiscal year 2023, we made cuts and adjustments across several aspects of our business. We completed a plan to reduce our overall SG&A costs including labor and various other operating costs. Part of this reduction included eliminating some non-revenue generating headcount, while continuing to invest in expansion of our revenue and ad sales team. Recently adopted accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Recent accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning October 1, 2025, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote. |
CONTENT ASSETS
CONTENT ASSETS | 3 Months Ended |
Dec. 31, 2023 | |
Content Assets [Abstract] | |
CONTENT ASSETS | NOTE 3 – CONTENT ASSETS Content Assets The content we stream to our users is generally acquired by securing the intellectual property rights to the content through licenses from, and paying royalties or other consideration to, rights holders or their agents. The licensing can be for a fixed fee or can be a revenue sharing arrangement. The licensing arrangements specify the period when the content is available for streaming, the territories, the platforms, the fee structure and other standard content licensing terms defining the rights and/or restrictions for how the licensed content can be used by Loop Media. We also develop original content internally, which is capitalized when the content is ready and available for streaming, and generally amortized over a period of two to three years . As of December 30, 2023, content assets were $1,937,900 recorded as Content asset, net – current and $304,180 recorded as Content asset, net – noncurrent, of which $122,647 was internally-developed content asset, net. We recorded amortization expense in cost of revenue, in the consolidated statements of operations, related to capitalized content assets: December 31, 2023 2022 Licensed Content Assets $ 788,792 $ 669,678 Internally-Developed Assets 18,215 12,489 Total $ 807,007 $ 682,167 Our content license contracts are typically two Remaining in Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,803,281 $ 218,750 $ 97,401 Internally-Developed Assets 54,645 59,440 8,563 Total $ 1,857,926 $ 278,190 $ 105,964 License Content Liabilities As of December 31, 2023, we had $912,108 of obligations comprised of $521,746 in License content liability – current, $184,000 in License content liability - noncurrent and $206,362 in accounts payable on our consolidated balance sheets. Payments for content liabilities for the three months ended December 31, 2023, were $201,862. The expected timing of payments for these content obligations is $497,746 payable in fiscal year 2024, $98,000 payable in fiscal year 2025 and $110,000 payable in fiscal year 2026. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT Our property and equipment, net consisted of the following as of December 31, 2023, and September 30, 2023: December 31, September 30, 2023 2023 Loop Players $ 2,950,767 $ 2,536,937 Equipment 506,832 801,301 Software 854,966 854,966 4,312,565 4,193,204 Less: accumulated depreciation (1,778,736) (1,481,646) Total property and equipment, net $ 2,533,829 $ 2,711,558 For the three months ended December 31, 2023, and 2022, depreciation expense, calculated using straight line method, charged to operations amounted to $297,090 and $159,605 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5. INTANGIBLE ASSETS Our intangible assets, each definite lived assets, consisted of the following as of December 31, 2023, and September 30, 2023: December 31, September 30, Useful life 2023 2023 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (760,222) (732,111) Total (760,222) (732,111) Total intangible assets, net $ 449,778 $ 477,889 Amortization expense charged to operations amounted to $28,111 and $28,111, for the three months ended December 31, 2023, and 2022, respectively. Annual amortization expense for the next five years and thereafter is estimated to be $84,333 (remaining in fiscal year 2024), $112,444, $112,444, $112,444, and $28,113, respectively. The weighted average life of the intangible assets subject to amortization is 4 years as of December 31, 2023. |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 6 – OPERATING LEASES Operating leases As of December 31, 2023, we no longer have operating leases for office space and office equipment in excess of one year. Many of our prior leases included one We had no lease liability as of December 31, 2023, and September 30, 2023. We recorded lease expense in sales, general and administration expenses in the consolidated statement of operations: Three months ended December 31, 2023 2022 Operating lease expense $ — $ 44,444 Short-term lease expense 36,843 2,400 Total lease expense $ 36,843 $ 46,844 For the three months ended December 31, 2023, there were no cash payments against lease liabilities nor accretion on lease liability. For the three months ended December 31, 2022, cash payments against lease liabilities totaled $40,346 and accretion on lease liability of $1,665. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of December 31, 2023, and September 30, 2023: December 31, September 30, 2023 2023 Accounts payable $ 6,627,014 $ 4,978,920 Performance bonuses 300,000 1,262,000 Interest payable 112,947 175,094 Professional fees 506,552 449,944 Marketing 781,487 800,165 Commissions 109,352 — Insurance liabilities 233,902 552,000 Other accrued liabilities 279,949 307,135 Accrued liabilities 2,324,189 3,546,338 Accrued royalties and revenue share 6,272,056 4,930,329 Total accounts payable and accrued expenses $ 15,223,259 $ 13,455,587 |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2023 | |
Debt Instruments [Abstract] | |
DEBT | NOTE 8 – DEBT Lines of Credit as of December 31, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $2,500,000 revolving line of credit, December 14, 2023 $ — $ — $ — 10% 12 months prior written notice 3,125,000 Total related party lines of credit, net $ — $ — $ — Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 1,760,000 $ — $ 1,760,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 4,907,573 — 5,429,504 Greater of 4% or Prime 7/29/2024 — $4,000,000 non-revolving line of credit, May 10, 2023 — 441,390 800,000 12% 5/10/2025 83,142 Total lines of credit, net $ 6,667,573 $ 441,390 $ 7,989,504 Lines of Credit as of September 30, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,000,000 non-revolving line of credit, May 10, 2023 $ — $ 1,959,693 $ 2,266,733 12% 5/10/2025 209,398 Total related party lines of credit, net $ — $ 1,959,693 $ 2,266,733 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 2,124,720 $ — $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 2,985,298 — 3,730,914 Greater of 4% or Prime 7/29/2024 — $4,000,000 revolving line of credit, May 10, 2023 — 475,523 900,000 12% 5/10/2025 83,142 Total lines of credit, net $ 5,110,018 $ 475,523 $ 6,830,914 The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit: Three months ended December 31, 2023 2022 Interest expense $ 593,764 $ 340,379 Amortization of debt discounts 396,598 661,335 Total $ 990,362 $ 1,001,714 Maturity analysis under the line of credit agreements for the fiscal years ended December 31, 2024 $ 7,189,504 2025 800,000 2026 — 2027 — 2028 — Lines of credit, related and non-related party 7,989,504 Less: Debt discount on lines of credit payable (880,541) Total Lines of credit payable, related and non-related party, net $ 7,108,963 Revolving Lines of Credit Excel Revolving Line of Credit Effective as of December 14, 2023, we entered into a Revolving Line of Credit Loan Agreement with Excel Family Partners, LLLP (“Excel” and the “Excel Revolving Line of Credit Agreement”) for up to a principal sum of $2,500,000, under which we may pay down and re-borrow up to the maximum amount of the $2,500,000 limit (the “Excel Revolving Line of Credit”). Our drawdown on the Excel Revolving Line of Credit is limited to no more than twenty-five percent (25%) of the last three full months’ revenue, not to exceed $1,250,000 in any quarter, and not to exceed in aggregate the outstanding debt amount of $2,500,000.The Excel Revolving Line of Credit is a perpetual loan, with a maturity date that is twelve (12) months from the date of formal notice of termination by Excel, and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to ten percent (10%) per year. Under the Excel Revolving Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu Under the terms of the Excel Revolving Line of Credit Agreement, on December 14, 2023, we issued to Excel a warrant to purchase up to an aggregate of 3,125,000 shares of our Common Stock. The warrant has an exercise price of $0.80 per share, which was the closing price of our Common Stock on December 14, 2023, expires on December 14, 2026, and is exercisable at any time prior to such date , to the extent that after giving effect to such exercise, Excel and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 29.99% of the outstanding shares of our Common Stock We had not drawn down any funds from the Excel Revolving Line of Credit as of December 31, 2023. GemCap Revolving Line of Credit Agreement Effective as of July 29, 2022, we entered into a Loan and Security Agreement with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the initial principal sum of up to $4,000,000 , and through the exercise of an accordion feature, a total sum of up to $10,000,000 (the “GemCap Revolving Line of Credit Agreement”), evidenced by a Revolving Loan Secured Promissory Note, also effective as of July 29, 2022 (the “GemCap Revolving Line of Credit”). Shortly after the effective date of the GemCap Revolving Line of Credit, the Initial Lender assigned the GemCap Revolving Line of Credit Agreement, and the loan documents related thereto, to GemCap Solutions, LLC (“GemCap” or “Senior Lender.”) Availability for borrowing under the GemCap Revolving Line of Credit is dependent upon our assets in certain eligible accounts and measures of revenue, subject to reduction for reserves that the Senior Lender may require in its discretion, and the accordion feature is a provision whereby we may request that the Senior Lender increase availability under the GemCap Revolving Line of Credit, subject to its sole discretion. Effective as of October 27, 2022, we entered into Amendment Number 1 to the Loan and Security Agreement and to the Revolving Loan Agreement Schedule, and the Amended and Restated Secured Promissory Note (Revolving Loans) with the Senior Lender to increase the principal sum available under the GemCap Revolving Line of Credit Agreement from $4,000,000 to $6,000,000 . The GemCap Revolving Line of Credit matures on July 29, 2024, and began accruing interest on the unpaid principal balance of advances, payable monthly in arrears, on September 7, 2022, at an annual rate equal to the greater of (I) the sum of (i) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (ii) zero percent ( 0.00% ), and (II) four percent ( 4.00% ). Under the GemCap Revolving Line of Credit Agreement, we have granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the loan, our existing secured lenders, some of whom are the RAT Lenders under our RAT Non-Revolving Line of Credit (each as defined below) (collectively, the “Subordinated Lenders”) delivered subordination agreements (the “GemCap Subordination Agreements”) to the Senior Lender. We are permitted to make regularly scheduled payments, including payments upon maturity, to such subordinated lenders and potentially other payments subject to a measure of cash flow and receiving certain financing activity proceeds, in accordance with the terms of the GemCap Subordination Agreements. In connection with the delivery of the GemCap Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to 296,329 shares of our Common Stock (each, a “Subordination Agreement Warrant”). Each Subordination Agreement Warrant has an exercise price of $5.25 per share, expires on July 29, 2025, and is exercisable at any time prior to such date. One warrant for 191,570 warrant shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, Chairman of our Board of Directors (“Mr. Cassidy”), as directed by its affiliate, Excel Family Partners, LLLP (“Excel”), an entity also managed by Mr. Cassidy, one of the Subordinated Lenders. The Subordinated Lenders receiving warrants for the remaining 104,759 warrant shares were also entitled to receive a cash payment of $22,000 six months from the date of the GemCap Subordination Agreements, representing one percent ( 1.00% ) of the outstanding principal amount of the loan held by such Subordinated Lenders. This cash payment was made to those Subordinated Lenders on January 25, 2023. The GemCap Revolving Line of Credit had a balance, including accrued interest, amounting to $5,494,323 and $3,757,074 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the GemCap Revolving Line of Credit in the amount of $375,630 and $358,171 for the three months ended December 31, 2023, and 2022, respectively. Non-Revolving Lines of Credit RAT Non-Revolving Line of Credit Effective as of May 13, 2022, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Line of Credit Agreement”) with several institutions and individuals (each a “RAT Lender” and collectively, the “RAT Lenders”) and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for an aggregate principal amount of $2,200,000 (the “RAT Non-Revolving Line of Credit”), . Pursuant to the terms of the RAT Non-Revolving Line of Credit Agreement, the RAT Non-Revolving Line of Credit matured eighteen ( 18 ) months from the effective date of the RAT Non-Revolving Line of Credit and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve percent ( 12% ) per year. Under the RAT Non-Revolving Line of Credit Agreement, we granted to the RAT Lenders a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the Excel Revolving Line of Credit Agreement (as defined above) and the May 2023 Secured Line of Credit Agreement (as defined below) and (each of which are subordinated in connection with our GemCap Revolving Line of Credit Agreement (as defined above)). In connection with the RAT Non-Revolving Line of Credit Agreement, on May 13, 2022, we issued a warrant (collectively, the “RAT Loan Warrants”) to each RAT Lender for an aggregate of up to 209,522 shares of our Common Stock. Each RAT Loan Warrant had an exercise price of $5.25 per share, expires on May 13, 2025, and is exercisable at any time prior to the expiration date. Effective as of November 13, 2023, we entered into a Non-Revolving Line of Credit Loan Agreement Amendment (the “RAT Non-Revolving Line of Credit Agreement Amendment”) with the RAT Lenders to: (i) extend the maturity date from eighteen ( 18 ) months to twenty-seven ( 27 ) months from the date of the RAT Non-Revolving Line of Credit Agreement, or August 13, 2024; and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit Line of Credit . In consideration for the extension of the , we agreed to amend the terms of the RAT Loan Warrants as well as the Subordination Agreement Warrants issued to the RAT Lenders in connection with the GemCap Subordination Agreements described above to reduce the warrant exercise price to $1.00 . See “—GemCap Revolving Line of Credit.” 1/3 RAT Non-Revolving RAT Non-Revolving RAT Non-Revolving RAT Non-Revolving The RAT Non-Revolving had a balance, including accrued interest, amounting to $1,770,795 and $2,300,899 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the RAT Non-Revolving in the amount of $136,976 and $224,105 for the three months ended December 31, 2023, and 2022, respectively. May 2023 Secured Loan Effective as of May 10, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “May 2023 Secured Agreement”) with several individuals and institutional lenders for aggregate loans of up to $4.0 million (the “May 2023 Secured Line of Credit”), evidenced by Secured Non-Revolving Line of Credit Promissory Notes (each a “May 2023 Secured Note” and collectively, the “May 2023 Secured Notes”), also effective as of May 10, 2023. The May 2023 Secured Line of Credit matures twenty-four ( 24 ) months from the date of the May 2023 Secured Line of Credit Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve percent ( 12% ) per year. We granted to the lenders under the May 2023 Secured Line of Credit Agreement a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the RAT Non-Revolving Line of Credit Agreement and the Excel Revolving Line of Credit Agreement, but is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. See “— GemCap Revolving Line of Credit Agreement.” In connection with the May 2023 Secured Line of Credit, on May 10, 2023, we agreed to issue to each lender under the May 2023 Secured Line of Credit Agreement, upon drawdown, a warrant to purchase up to an aggregate of 369,517 shares of our Common Stock. The warrants have an exercise price of $4.33 per share, expire on May 10, 2026, and is exercisable at any time prior to such date. As of May 10, 2023, Excel, an entity managed by Mr. Cassidy, had committed to be a lender under the May 2023 Secured Line of Credit Agreement for an aggregate loan of $2.65 million, and as of September 11, 2023, Line of Credit. Pursuant to the terms of a Pay Off Letter Agreement with Excel dated September 12, 2023, we refinanced the outstanding principal and interest of the Excel $2.2M Line of Credit (as defined below) to be included as part of the obligations of the May 2023 Secured Line of Credit Agreement. As a result, as of September 12, 2023, Excel had loaned $2,266,733 under the May 2023 Secured Line of Credit Agreement and received a warrant See “Excel $2.2M Line of Credit.” As of December 14, 2023, the outstanding principal and interest on Excel’s portion of the May 2023 Secured Line of Credit was $2,328,617 (the “Excel May 2023 Secured Line of Credit Pay Off Amount”) . On December 14, 2023, we entered into a Note Conversion Agreement with Excel (the “Excel May 2023 Secured Line of Credit Note Conversion Agreement”) pursuant to which Excel agreed to convert the Excel May 2023 Secured Line of Credit Amount owed under the May 2023 Secured Line of Credit Agreement into 2,910,771 shares of our Common Stock, par value $0.0001 per share, at a conversion price per share of $0.80 . The Excel May 2023 Secured Line of Credit Note Conversion Agreement contains customary representations, warranties, agreements and obligations of the parties. Additionally, pursuant to a Warrant Reprice Letter Agreement entered into by Excel on December 14, 2023, the per share warrant exercise price of the Excel warrant for 209,398 shares of our Common Stock was repriced to $0.80 per warrant share and immediately exercised, and the net proceeds of $167,518.40 were delivered to the Company. See “Note 12 – Repricing and Exercise of Certain Warrants.” On December 31, 2023, one of the remaining lenders under the May 2023 Secured Line of Credit converted $101,699.83 in outstanding principal and interest into 127,124 shares of our Common Stock at a conversion price per share of $0.80 . As a result, as of December 31, 2023, a total principal amount of $800,000 remained on the May 2023 Secured Line of Credit, and a total of 83,142 warrant shares issued to the remaining lenders in connection with the May 2023 Secured Line of Credit. The May 2023 Secured Loan had a principal balance, including accrued interest, amounting to $837,333 and $3,214,769 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the 2023 Secured Loan in the amount of $180,480 and $0 for the three months ended December 31, 2023, and 2022, respectively. Excel $2.2M Line of Credit On May 31, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (“Excel $2.2M Secured Line of Credit Agreement”) with Excel, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, for an aggregate principal amount of up to $2,200,000 (the “Excel $2.2M Line of Credit”), evidenced by a Non-Revolving Line of Credit Promissory Note (the “Excel $2.2M Note”). The Excel $2.2M Line of Credit matured ninety ( 90 ) days from the date of the Excel $2.2M Secured Line of Credit Agreement having accrued interest, payable in arrears on the Excel $2.2M Line of Credit maturity date, at a fixed rate of interest equal to ten-and-one-half percent ( 10.5% ) per year. Effective as of August 29, 2023, we entered into a letter agreement (the “Excel $2.2M Line of Credit Amendment Letter Agreement”) with Excel to amend the Excel $2.2M Line of Credit Agreement and the Excel $2.2M Note to extend the maturity date of the Excel $2.2M Secured Line of Credit from ninety ( 90 ) days to one hundred twenty ( 120 ) days from the date of the Excel $2.2M Secured Line of Credit Agreement, or September 28, 2023. Under the Excel $2.2M Secured Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest was pari passu with the RAT Non-Revolving Line of Credit Agreement, but subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. On September 12, 2023, we entered into a Pay Off Letter Agreement with Excel, pursuant to which we agreed to pay off the principal and interest outstanding under the $2.2M Line of Credit, amounting to $2,266,733 (the “$2.2M Line of Credit Pay Off Amount”) by refinancing the $2.2M Line of Credit Pay Off Amount to be included as part of the obligations under the May 2023 Secured Line of Credit Agreement. See “—May 2023 Secured Loan.” As a result of such refinancing, there was no principal or interest remaining under the Excel $2.2M Secured Line of Credit, and the Excel $2.2M Secured Line of Credit Agreement was terminated. The Excel $2.2M Line of Credit had a balance, including accrued interest, amounting to $0 and $0 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the Excel $2.2M Line of Credit in the amount of $0 and $0 for the three months ended December 31, 2023, and 2022, respectively. See Note 12 – Stock Options, Restricted Stock Units (RSUs) and Warrants for discussion on the r e c e w |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES We may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such loss contingencies that are included in the financial statements as of December 31, 2023. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. 500 Limited For the three months ended December 31, 2023, and 2022, we paid 500 Limited $87,300 and $116,200 , respectively, for programming services provided to Loop Media. 500 Limited is an entity controlled by Liam McCallum, our Chief Product and Technology Officer. See Note 8 – Debt for discussion on the following: ● GemCap Revolving Line of Credit Agreement and Warrants ● Excel Revolving Line of Credit ● May 2023 Secured Loan ● Excel $ 2.2 M Line of Credit S ee Note 12 – Stock Options, Restricted Stock Units (RSUs) and Warrants for discussion on the repricing and exercise of certain existing warrants. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 3 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 11 –STOCKHOLDERS’ EQUITY (DEFICIT) Change in Number of Authorized and Outstanding Shares On August 15, 2023, the Loop stockholders voted at our 2023 Annual Meeting of Stockholders to approve an amendment to our Restated Articles of Incorporation to increase the number of shares of common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance thereunder from 105,555,556 shares to 150,000,000 shares. On September 21, 2022, a 1 for 3 reverse stock split of our Common Stock became effective. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively adjusted for the effects of the reverse split for all periods presented. Common Stock Our authorized capital stock consists of 150,000,000 shares of Common Stock, $0.0001 par value per share, and 3,333,334 shares of preferred stock, $0.0001 par value per share. As of December 31, 2023, and 2022, there were 70,851,214 and 56,381,209, respectively, shares of Common Stock issued outstanding Three months ended December 31, 2023 During the three months ended December 31, 2023, we issued 1,850,874 shares of common stock upon the exercise of warrants. During the three months ended December 31, 2023, we issued 2,910,771 shares of common stock to a board member upon the conversion of non-revolving line of credit plus accrued interest in the amount of $2,328,617.32. During the three months ended December 31, 2023, we issued 127,124 shares of common stock upon the conversion of non-revolving line of credit plus accrued interest in the amount of $101,699.83. During the three months ended December 31, 2023, we issued 30,405 shares of common stock for capital raise costs. During the three months ended December 31, 2023, we issued 311,889 shares of common stock for consulting fees. See Note 12 – Stock Options and Warrants for stock compensation discussion. Three months ended December 31, 2022 See Note 12 – Stock Options and Warrants for stock compensation discussion. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS | 3 Months Ended |
Dec. 31, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS | NOTE 12 – STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using our historical stock prices. We account for the expected life of options based on the contractual life of options for non-employees. For employees, we account for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The following table summarizes the stock option activity for the three months ended December 31, 2023: Number of Weighted Average Weighted Average Aggregate Options Exercise Price Remaining Contractual Term Intrinsic Value Outstanding at September 30, 2023 8,849,305 $ 3.84 6.35 $ — Grants 66,666 0.36 42,600 Exercised — — Expired (677) 6.23 Forfeited — — Outstanding at December 31, 2023 8,915,294 $ 3.81 6.12 $ 42,600 Exercisable at December 31, 2023 7,531,815 $ 3.67 5.62 $ — The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than our stock price of $1.00 as of December 31, 2023, and $6.62 as of December 31, 2022, which would have been received by the option holders had those option holders exercised their options as of that date. We recognize compensation expense for all stock options granted using the fair value-based method of accounting. During the three months ended December 31, 2023, we issued 66,666 options valued at $0.36 per option. As of December 31, 2023, the total compensation cost related to nonvested awards not yet recognized is $3,613,579 and the weighted average period over which expense is expected to be recognized in months is 27.2 We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: December 31, 2023 Weighted average fair value of options granted $ 0.36 Expected life 6.08 years Risk-free interest rate 4.67 % Expected volatility 52.35 % Expected dividends yield — % Forfeiture rate — % The stock-based compensation expense related to option grants was $961,127 and $1,418,913, for the three months ended December 31, 2023, and 2022, respectively. Restricted Stock Units On September 18, 2022, the Compensation Committee of our Board of Directors approved Restricted Stock Unit (“RSU”) awards to certain officers and key employees pursuant to the terms of the Loop Media, Inc. Amended and Restated 2020 Equity Incentive Compensation Plan (the “2020 Plan”). On September 22, 2022, we granted an aggregate of 890,000 RSUs, which vest over time subject to continued service. Each RSU was valued at the public offering price during our initial public offering of $5.00 per share, and twenty-five percent (25%) of the RSUs vest on the one-year anniversary of the grant date and the remainder in equal quarterly installments over the following three-year period. On January 3, 2023, the Compensation Committee of our Board of Directors approved RSU awards as compensation to members of our Board of Directors pursuant to the 2020 Plan. On January 3, 2023, we granted an aggregate of 212,004 RSUs which vest over time subject to continued service. Each RSU was valued at $6.23 per share. Twenty-five percent (25%) of 130,464 RSUs vest on the one-year anniversary of the grant date and the remainder in equal quarterly installments over the following three-year period. One hundred percent (100%) of 81,540 RSUs vest on the day after the end of the fiscal year in which the grant was made. On July 1, 2023, we granted an aggregate of 54,393 RSUs which vested one hundred percent (100%) on the grant date. Each RSU was valued at $2.39 per share. The following table summarizes the RSU activity for the three months ended December 31, 2023: Number of Weighted Average Aggregate RSUs Fair Value Intrinsic Value Outstanding at September 30, 2023 860,754 $ 5.30 $ 427,795 Granted — Vested (135,602) Expired — Forfeited — Outstanding at December 31, 2023 725,152 $ 5.22 $ 725,152 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on our stock price of $1.00 as of December 31, 2023, and $6.62 as of December 31, 2022, which would have been received by the RSU holders as of that date. The stock-based compensation expense related to RSU grants was $326,263 and $279,645, for the three months ended December 31, 2023, and 2022, respectively. As of December 31, 2023, the total compensation cost related to nonvested RSU awards not yet recognized was $3,555,040 and the weighted average period over which expense is expected to be recognized in months was 33.3. Warrants The following table summarizes the warrant activity for the three months ended December 31, 2023: Number of Weighted average exercise shares price per share Outstanding at September 30, 2023 5,592,573 $ 5.74 Issued 3,125,000 Exercised (1,850,874) Expired — Outstanding at December 31, 2023 6,866,699 $ 3.96 We record all warrants granted using the fair value-based method of accounting. During the three months ended December 31, 2023, we issued 3,125,000 warrants in conjunction with a revolving line of credit. We allocated the fair value of the warrants at inception as deferred costs. Once we draw down funds on the revolving line of credit, we will re-allocate the fair value of the warrants as debt discount and record the straight-line amortization ratably over the life of the debt as interest expense. During the three months ended December 31, 2023, we recorded consulting expense of $40,835 as a result of current period vesting of previously issued warrants to various companies for consulting services. We calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: December 31, 2023 Weighted average fair value of warrants granted $ 0.80 Expected life 3 years Risk-free interest rate 4.09 % Expected volatility 46.56 % Expected dividends yield — % Forfeiture rate — % Repricing and Exercise of Certain Existing Warrants On December 14, 2023, we agreed to offer to amend certain existing warrants exercisable for an aggregate of up to 4,055,240 shares of our Common Stock (each such warrant an “Existing Warrant”) to reduce the respective exercise prices thereof to $0.80 per share (such new price being referred to as the “Amended Warrant Exercise Price”), which was the closing price per share of our common stock as quoted on the NYSE American on December 13, 2023, on the condition that the holder of each Existing Warrant would commit to exercise the Existing Warrant within eight Price of each respective Existing Warrant in cash to the Company (the “Warrant Repricing”). Holders of Existing Warrants had until 4:00 p.m., Eastern Time, on December 31, 2023, to enter into a Warrant Reprice Letter Agreement, after which time the original per share warrant exercise price of Existing Warrants would remain unchanged. Existing Warrants exercisable for an aggregate of up to 786,482 shares of our common stock were held by Excel Family Partners, LLLP, and Eagle Investment Group, LLC, entities managed by Bruce Cassidy, Sr., Chairman of our Board of Directors. Existing Warrants exercisable for an aggregate of up to 443,332 shares of our Common Stock were held by Denise Penz, a member of our Board of Directors. Each of Mr. Cassidy and Ms. Penz entered into Warrant Reprice Letter Agreements to exercise their Existing Warrants, and as of December 31, 2023, each exercised their Existing Warrants resulting in net proceeds to the Company of $983,851. As of December 31, 2023, holders of Existing Warrants (including those held by Mr. Cassidy and Ms. Penz) had exercised an aggregate of 1,850,874 shares for an aggregate exercise price of $1,480,699. We do not expect any other warrants to be repriced and exercised under the Warrant Repricing. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS We have evaluated all subsequent events through the date of this quarterly report on Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2023, and events that occurred after December 31, 2023, but which were not recognized in the financial statements. On January 8, 2024, we filed a Prospectus Supplement to the Prospectus filed on January 11, 2023, to decrease the amount of our Common Stock |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The following (a) condensed consolidated balance sheet as of September 30, 2023, which has been derived from our audited financial statements, and (b) our unaudited condensed consolidated interim financial statements for the three months ended December 31, 2023, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2023, are not necessarily indicative of results that may be expected for the year ending September 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2023, included in our Annual Report on Form 10-K filed with the SEC on December 19, 2023. |
Basis of presentation | Basis of presentation The consolidated financial statements include our accounts and our wholly-owned subsidiaries, EON Media Group Pte. Ltd. and Retail Media TV, Inc. The unaudited |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions used in the revenue recognition of performance obligations, allowance for doubtful accounts, fair value of stock-based compensation awards, income taxes and going concern. |
Segment reporting | Segment reporting We report as one reportable segment. Our business activities, revenues and expenses are evaluated by management as one reportable segment. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures. |
Cash | Cash Cash and cash equivalents include all highly liquid monetary instruments with original maturities of three months or less when purchased. These investments are carried at cost, which approximates fair value. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash deposits. We maintain our cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, our cash and cash equivalent balances may be uninsured or in amounts that exceed the FDIC insurance limits. We have not experienced any losses on such accounts. On December 31, 2023, and September 30, 2023, we had no cash equivalents. As of December 31, 2023, and September 30, 2023, approximately $3,561,159 and $2,818,696 of cash exceeded the FDIC insurance limits, respectively. |
Accounts receivable | Accounts receivable Accounts receivable represent amounts due from customers. We assess the collectability of receivables on an ongoing basis. A provision for the impairment of receivables involves significant management judgment and includes the review of individual receivables based on individual customers, current economic trends and analysis of historical bad debts. As of December 31, 2023, and September 30, 2023, we had recorded an allowance for doubtful accounts of $804,664 and $630,629, respectively. |
Concentration of credit risk | Concentration of credit risk During the three months ended December 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 25% and 20% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. During the three months ended December 31, 2022, we had three customers which each individually comprised greater than 10% of net revenue. These customers represented 16%, 15% and 11% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of December 31, 2023, three customers accounted for a total of 42% of our accounts receivable balance or 17%, 15% and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. As of December 31, 2022, three customers accounted for a total of 39% of our accounts receivable balance or 14%, 14% and 11%, respectively. No other customer accounted for more than 10% of total accounts receivable. We grant credit in the normal course of business to our customers. Periodically, we review past due accounts and make decisions about future credit on a customer-by-customer basis. Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to discharge an obligation. |
Prepaid expenses | Prepaid expenses Expenditures paid in one accounting period which will not be consumed until a future period such as insurance premiums and annual subscription fees are accounted for on the balance sheet as a prepaid expense. When the asset is eventually consumed, it is charged to expense. |
Content Asset | Content Assets We capitalize the fixed content fees and corresponding liability when the license period begins, the cost of the content is known, and the content is accepted and available for streaming. If the licensing fee is not determinable or reasonably estimable, no asset or liability is recorded, and licensing costs are expensed as incurred. We amortize licensed content assets into cost of revenue, using the straight-line method over the contractual period of availability. The liability is paid in accordance with the contractual terms of the arrangement. Internally-developed content costs are capitalized in the same manner as licensed content costs, when the cost of the content is known and the content is ready and available for streaming. We amortize internally-developed content assets into cost of revenue, using the straight-line method over the estimated period of streaming. |
Long-lived assets | Long-lived assets We evaluate the recoverability of long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner that an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if their carrying amount is not recoverable through the undiscounted cash flows. The impairment loss is based on the difference between the carrying amount and estimated fair value as determined by discounted future cash flows. Our finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two nine years |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life. Our capitalization policy is to capitalize property and equipment purchases greater than $3,000, as well as internally-developed software enhancements. Expenditures for maintenance and repairs are expensed as incurred. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Loop Players are capitalized as fixed assets and depreciated over the estimated period of use. See below for estimated useful lives: Loop Players 3 years Equipment 3 Software 3 years |
Operating leases | Operating leases We determine if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than twelve months, we have elected the short-term lease measurement and recognition exemption, and we recognize such lease payments on a straight-line basis over the lease term. |
Fair value measurement | Fair value measurement We determine the fair value of our assets and liabilities using a hierarchy established by the accounting guidance that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of valuation hierarchy are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology is one or more unobservable inputs which are significant to the fair value measurement. The carrying amount of our financial instruments, including cash, accounts receivable, deposits, short-term portion of notes receivable and notes payable, and current liabilities approximate fair value due to their short-term nature. We do not have financial assets or liabilities that are required under US GAAP to be measured at fair value on a recurring basis. We have not elected to use fair value measurement option for any assets or liabilities for which fair value measurement is not presently required. We record assets and liabilities at fair value on a nonrecurring basis as required by US GAAP. Assets recognized or disclosed at fair value in the condensed On September 26, 2022, our convertible debentures converted to Common Stock as part of our public offering and uplist to The NYSE American, LLC, in accordance with the terms of the original debt agreements. As of September 30, 2022, the remaining balance of the Derivative Liability was written off as part of the conversion to equity. Thus, there is no fair value measurement of the Derivative Liability balance as of December 31, 2023. |
Advertising costs | Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the three months ended December 31, 2023, and 2022, were $2,178,247 and $3,125,027, respectively. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers consideration we expect to receive in exchange for those products. In instances where final acceptance of the product is specified by the client, revenue is deferred until all acceptance criteria have been met. For example, we bill subscription services in advance of when the service is performed and revenue is treated as deferred revenue until the service is performed and/or the performance obligation is satisfied. Revenues are recognized under Topic 606 in a manner that reasonably reflects the delivery of our products and services to clients in return for expected consideration and includes the following elements: ● executed contracts with our customers that we believe are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when we satisfy each performance obligation. Our revenue can be categorized into two revenue streams: Advertising revenue and Legacy and other revenue. The following table disaggregates our revenue by major type for each of the periods indicated: Three months ended December 31, 2023 2022 Advertising revenue $ 9,394,764 $ 13,959,505 Legacy and other revenue 776,492 866,326 Total $ 10,171,256 $ 14,825,831 Performance obligations and significant judgments Our performance obligations and recognition patterns for each revenue stream are as follows: Advertising revenue For the three months ended December 31, 2023, and 2022, advertising revenue accounts for 92% and 94%, respectively, of our revenue and includes revenue from direct programmatic and local advertising as well as sponsorships. For all advertising revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). Our role as principal or agent differs based on our performance obligation for each revenue share arrangement. For both the O&O and Partner Platforms businesses, advertising inventory provided to advertisers through the use of an advertising demand partner or agency, with whose fees or commission is calculated based on a stated percentage of gross advertising spending, we are considered the agent and our revenues are reported net of agency fees and commissions. We are considered the agent because the demand partner or agency controls all aspects of the transaction (pricing risk, inventory risk, obligation for fulfillment) except for the devices used to show the advertisements, therefore we report this advertising revenue net of agency fees and commissions. We are considered the principal in our arrangements with content providers in our O&O Platform business and with our arrangements with our third-party partners in our Partner Platforms business and thus report revenues on a gross basis (net of agency fees and commissions), wherein the amounts billed to our advertising demand partners, advertising agencies, and direct advertisers and sponsors are recorded as revenues, and amounts paid to content providers and third-party partners are recorded as expenses. We are considered the principal because we control the advertising space, are primarily responsible to our advertising demand partners and other parties filling our advertising inventory, have discretion in pricing and advertising fill rates and typically have an inventory risk. For advertising revenue, we recognize revenue at the time the digital advertising impressions are filled and the advertisements are played and, for sponsorship revenue, we generally recognize revenue ratably over the term of the sponsorship arrangement as the sponsored advertisements are played. Legacy and other business revenue For the three months ended December 31, 2023, and 2022, legacy and other business revenue accounts for the remaining 8% and 6%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: o Delivery of streaming services including content encoding and hosting. We recognize revenue over the term of the service based on bandwidth usage. Revenue from streaming services is insignificant. o Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. o Delivery of hardware for ongoing subscription content delivery through software. We recognize revenue at the point of hardware delivery. Revenue from hardware sales is insignificant. Transaction prices for performance obligations are explicitly outlined in relevant agreements; therefore, we do not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. |
Customer acquisition costs | Customer acquisition costs Customer acquisition costs consist of marketing costs and affiliate fees associated with the O&O Platform business. They are included in operating expenses and expensed as incurred. |
Cost of revenue | Cost of revenue Cost of revenue for the O&O Platform and legacy businesses represents the amortized cost of ongoing licensing and hosting fees, which is recognized over time based on usage patterns. The depreciation expense associated with the Loop Players is not included in cost of sales. Cost of revenue for the Partner Platform business represents hosting fees, amortized costs of internally-developed content, and the revenue share with third party partners (after deduction of allocated infrastructure costs). The cost of revenue is higher with partners within the Partner Platform versus those within the O&O Platform because we leverage our Partner Platform partners’ network of customers and their screens to deliver content and advertising inventory, rather than using our own Loop Players. |
Deferred income | Deferred income Deferred income represents our accounting for the timing difference between when fees are received and when the performance obligation is satisfied. |
Net loss per share | Net loss per share We account for net loss per share in accordance with ASC subtopic 260-10, Earnings Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2023, and September 30, 2023, respectively, because their inclusion would have been anti-dilutive. December 31, September 30, 2023 2023 Options to purchase common stock 8,915,294 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 1,156,397 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 16,938,390 15,598,275 On December 14, 2023, we entered into Warrant Reprice Letter Agreements with certain holders to amend the exercise price of existing exercisable warrants to $0.80 per share and to exercise an aggregate of 1,850,874 shares of our Common Stock for an aggregate exercise price of $1,480,699. The impact of the amendment resulted in a deemed dividend in the amount of $419,939 , which was calculated based on the change in fair value. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Common Stock is as follows: Three months ended December 31, 2023 2022 Numerator: Net loss $ (5,285,402) $ (5,259,439) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (5,705,341) $ (5,259,439) Denominator: Weighted average number of common shares outstanding 66,787,371 56,381,209 Basic and diluted net loss per common share $ (0.09) $ (0.09) |
Shipping and handling costs | Shipping and handling costs Loop Players are provided free to our customers. Loop Media absorbs any associated costs of shipping and handling and records as an operational expense at the time of service. |
Income taxes | Income taxes We account for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We have no material uncertain tax positions for any of the reporting periods presented. We recognize accrued interest and penalties related to unrecognized tax benefits as part of income tax expense. We have also made a policy election to treat the income tax with respect to global intangible low-tax income as a period expense when incurred. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. The adoption of this standard in the first quarter of 2022 had no impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning October 1, 2025, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote. |
Stock-based compensation | Stock-based compensation Stock-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. We measure the fair value of the stock-based compensation issued to non-employees using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were more reliably determinable measures of fair value than the value of the services being rendered. |
Deferred costs | Deferred financing costs Deferred financing costs represent legal, accounting and other direct costs related to our efforts to raise capital through a public or private sale of our Common Stock. Costs related to the public sale of our Common Stock are deferred until the completion of the applicable offering, at which time such costs are reclassified to additional paid-in-capital as a reduction of the proceeds. Costs related to the private sale of our Common Stock are deferred until the completion of the applicable offering, at which time such costs are amortized over the term of the applicable purchase agreement. |
Employee Retention Credit | Employee retention credits In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Credit (“ERC”): a refundable tax credit against certain employment taxes. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended and expanded the availability of the ERC. We qualified for the ERC in the third and fourth quarters of 2020 and the first, second and third quarters of 2021. During the three months ended December 31, 2023, we recorded no aggregate benefit in our condensed combined income statement to reflect the ERC. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations, or cash flows. Previously reported accounts payable and accrued liabilities have now been disaggregated into accounts payable, accrued liabilities, and accrued royalty. |
Restructuring costs | Restructuring costs We undertook initiatives in fiscal year 2023 to increase efficiency and cut costs, while still maintaining our focus on, and dedication to, the continued growth of our business. During fiscal year 2023, we made cuts and adjustments across several aspects of our business. We completed a plan to reduce our overall SG&A costs including labor and various other operating costs. Part of this reduction included eliminating some non-revenue generating headcount, while continuing to invest in expansion of our revenue and ad sales team. |
Recently adopted and recent accounting pronouncements | Recently adopted accounting pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Recent accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts such as depreciation, amortization and depletion expense to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for us in the annual period beginning October 1, 2025, though early adoption is permitted. We are still evaluating the presentational effect that ASU 2023-09 will have on our consolidated financial statements, but we expect considerable changes to our income tax footnote. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Loop Players 3 years Equipment 3 Software 3 years |
Schedule of revenue by category | Three months ended December 31, 2023 2022 Advertising revenue $ 9,394,764 $ 13,959,505 Legacy and other revenue 776,492 866,326 Total $ 10,171,256 $ 14,825,831 |
Schedule of weighted average diluted shares | December 31, September 30, 2023 2023 Options to purchase common stock 8,915,294 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 1,156,397 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 16,938,390 15,598,275 |
Schedule of reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Common Stock | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of our Common Stock is as follows: Three months ended December 31, 2023 2022 Numerator: Net loss $ (5,285,402) $ (5,259,439) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (5,705,341) $ (5,259,439) Denominator: Weighted average number of common shares outstanding 66,787,371 56,381,209 Basic and diluted net loss per common share $ (0.09) $ (0.09) |
CONTENT ASSETS (Tables)
CONTENT ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Content Assets [Abstract] | |
Schedule of amortization expense | December 31, 2023 2022 Licensed Content Assets $ 788,792 $ 669,678 Internally-Developed Assets 18,215 12,489 Total $ 807,007 $ 682,167 |
Schedule of future amortization expense | Remaining in Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,803,281 $ 218,750 $ 97,401 Internally-Developed Assets 54,645 59,440 8,563 Total $ 1,857,926 $ 278,190 $ 105,964 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Table Text Block Supplement [Abstract] | |
Schedule of equipment | December 31, September 30, 2023 2023 Loop Players $ 2,950,767 $ 2,536,937 Equipment 506,832 801,301 Software 854,966 854,966 4,312,565 4,193,204 Less: accumulated depreciation (1,778,736) (1,481,646) Total property and equipment, net $ 2,533,829 $ 2,711,558 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Table Text Block Supplement [Abstract] | |
Schedule of definite lived intangible assets | December 31, September 30, Useful life 2023 2023 Customer relationships nine years $ 1,012,000 $ 1,012,000 Content library two years 198,000 198,000 Total intangible assets, gross 1,210,000 1,210,000 Less: accumulated amortization (760,222) (732,111) Total (760,222) (732,111) Total intangible assets, net $ 449,778 $ 477,889 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease liability | |
Schedule of lease expense | Three months ended December 31, 2023 2022 Operating lease expense $ — $ 44,444 Short-term lease expense 36,843 2,400 Total lease expense $ 36,843 $ 46,844 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, September 30, 2023 2023 Accounts payable $ 6,627,014 $ 4,978,920 Performance bonuses 300,000 1,262,000 Interest payable 112,947 175,094 Professional fees 506,552 449,944 Marketing 781,487 800,165 Commissions 109,352 — Insurance liabilities 233,902 552,000 Other accrued liabilities 279,949 307,135 Accrued liabilities 2,324,189 3,546,338 Accrued royalties and revenue share 6,272,056 4,930,329 Total accounts payable and accrued expenses $ 15,223,259 $ 13,455,587 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Debt Instruments [Abstract] | |
Schedule of classifications of non-revolving line of credit | Lines of Credit as of December 31, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $2,500,000 revolving line of credit, December 14, 2023 $ — $ — $ — 10% 12 months prior written notice 3,125,000 Total related party lines of credit, net $ — $ — $ — Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 1,760,000 $ — $ 1,760,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 4,907,573 — 5,429,504 Greater of 4% or Prime 7/29/2024 — $4,000,000 non-revolving line of credit, May 10, 2023 — 441,390 800,000 12% 5/10/2025 83,142 Total lines of credit, net $ 6,667,573 $ 441,390 $ 7,989,504 Lines of Credit as of September 30, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,000,000 non-revolving line of credit, May 10, 2023 $ — $ 1,959,693 $ 2,266,733 12% 5/10/2025 209,398 Total related party lines of credit, net $ — $ 1,959,693 $ 2,266,733 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 2,124,720 $ — $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 2,985,298 — 3,730,914 Greater of 4% or Prime 7/29/2024 — $4,000,000 revolving line of credit, May 10, 2023 — 475,523 900,000 12% 5/10/2025 83,142 Total lines of credit, net $ 5,110,018 $ 475,523 $ 6,830,914 |
Schedule of interest expense related to the contractual interest coupon and the amortization of debt discounts on the convertible debentures | The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit: Three months ended December 31, 2023 2022 Interest expense $ 593,764 $ 340,379 Amortization of debt discounts 396,598 661,335 Total $ 990,362 $ 1,001,714 |
Schedule of maturity analysis under line of credit agreements | Maturity analysis under the line of credit agreements for the fiscal years ended December 31, 2024 $ 7,189,504 2025 800,000 2026 — 2027 — 2028 — Lines of credit, related and non-related party 7,989,504 Less: Debt discount on lines of credit payable (880,541) Total Lines of credit payable, related and non-related party, net $ 7,108,963 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Schedule of stock option activity | The following table summarizes the stock option activity for the three months ended December 31, 2023: Number of Weighted Average Weighted Average Aggregate Options Exercise Price Remaining Contractual Term Intrinsic Value Outstanding at September 30, 2023 8,849,305 $ 3.84 6.35 $ — Grants 66,666 0.36 42,600 Exercised — — Expired (677) 6.23 Forfeited — — Outstanding at December 31, 2023 8,915,294 $ 3.81 6.12 $ 42,600 Exercisable at December 31, 2023 7,531,815 $ 3.67 5.62 $ — |
Schedule of fair value of options | We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: December 31, 2023 Weighted average fair value of options granted $ 0.36 Expected life 6.08 years Risk-free interest rate 4.67 % Expected volatility 52.35 % Expected dividends yield — % Forfeiture rate — % |
Summary of the RSU activity | The following table summarizes the RSU activity for the three months ended December 31, 2023: Number of Weighted Average Aggregate RSUs Fair Value Intrinsic Value Outstanding at September 30, 2023 860,754 $ 5.30 $ 427,795 Granted — Vested (135,602) Expired — Forfeited — Outstanding at December 31, 2023 725,152 $ 5.22 $ 725,152 |
Schedule of warrant activity | The following table summarizes the warrant activity for the three months ended December 31, 2023: Number of Weighted average exercise shares price per share Outstanding at September 30, 2023 5,592,573 $ 5.74 Issued 3,125,000 Exercised (1,850,874) Expired — Outstanding at December 31, 2023 6,866,699 $ 3.96 |
Schedule of fair value of warrants issued | We calculated the fair value of warrants issued using the Black-Scholes option pricing model, with the following assumptions: December 31, 2023 Weighted average fair value of warrants granted $ 0.80 Expected life 3 years Risk-free interest rate 4.09 % Expected volatility 46.56 % Expected dividends yield — % Forfeiture rate — % |
BUSINESS (Details)
BUSINESS (Details) - item | Dec. 31, 2023 | Sep. 30, 2023 |
O & O Platform | ||
Number of active units | 33,783 | |
Partner Platform | ||
Number of initial partner's screens launched | 43,000 | |
Increase (Decrease) in Active Players | 1,000 | |
Loop Media, Inc. | ||
Number of active units | 77,000 | |
Increase (Decrease) in Active Players | (3,238) |
BUSINESS - Offerings (Details)
BUSINESS - Offerings (Details) - USD ($) | 3 Months Ended | |||||||||
Jan. 11, 2024 | Jan. 08, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 14, 2023 | Sep. 30, 2023 | Sep. 12, 2023 | Aug. 15, 2023 | May 12, 2023 | May 10, 2023 | |
Common stock, issued | 70,851,214 | 65,620,151 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Issuance costs | $ 301 | |||||||||
2023 Secured Loan | ||||||||||
Maximum borrowing capacity | $ 4,000,000 | |||||||||
Excel $2.2M Line of Credit | ||||||||||
Maximum borrowing capacity | $ 2,266,733 | |||||||||
Maximum | Excel Revolving Line of Credit Agreement | ||||||||||
Maximum borrowing capacity | $ 2,500,000 | |||||||||
Sales Agreement | ||||||||||
Common stock, issued | 0 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Sales Agreement | Maximum | ||||||||||
Proceeds from issuance of common stock | $ 18,200,000 | $ 18,200,000 | ||||||||
Gross proceeds authorized under the agreement | $ 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment reporting (Details) | 3 Months Ended |
Dec. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
FDIC insurance Limit | $ 3,561,159 | $ 2,818,696 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts receivable (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 804,664 | $ 630,629 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of credit risk (Details) - customer | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sales Revenue | Customer Concentration Risk | ||
Number of major customers | 2 | 3 |
Sales Revenue | Customer Concentration Risk | Customer One | ||
Concentration risk, percentage | 25% | 16% |
Sales Revenue | Customer Concentration Risk | Customer Two | ||
Concentration risk, percentage | 20% | 15% |
Sales Revenue | Customer Concentration Risk | Customer Three | ||
Concentration risk, percentage | 11% | |
Sales Revenue | Revenue from Rights Concentration Risk | Direct Programmatic And Local Advertising including Sponsorships | ||
Concentration risk, percentage | 92% | 94% |
Sales Revenue | Revenue from Rights Concentration Risk | Legacy and other business revenue | ||
Concentration risk, percentage | 8% | 6% |
Accounts Receivable. | ||
Number of major customers | 0 | |
Accounts Receivable. | Customer Concentration Risk | ||
Number of major customers | 3 | 3 |
Accounts Receivable. | Customer Concentration Risk | Three Customer | ||
Concentration risk, percentage | 42% | 39% |
Accounts Receivable. | Customer Concentration Risk | Customer One | ||
Concentration risk, percentage | 17% | 14% |
Accounts Receivable. | Customer Concentration Risk | Customer Two | ||
Concentration risk, percentage | 15% | 14% |
Accounts Receivable. | Customer Concentration Risk | Customer Three | ||
Concentration risk, percentage | 10% | 11% |
Minimum | Sales Revenue | Customer Concentration Risk | ||
Concentration risk, percentage | 10% | |
Minimum | Sales Revenue | Revenue from Rights Concentration Risk | ||
Concentration risk, percentage | 10% | |
Maximum | Sales Revenue | Customer Concentration Risk | ||
Number of major customers | 0 | 0 |
Concentration risk, percentage | 10% | |
Maximum | Sales Revenue | Revenue from Rights Concentration Risk | ||
Concentration risk, percentage | 10% | |
Maximum | Accounts Receivable. | Customer Concentration Risk | ||
Number of major customers | 0 | |
Concentration risk, percentage | 10% | 10% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long Lived assets (Details) | Dec. 31, 2023 USD ($) |
Threshold amount for capitalization of Property and equipment | $ 3,000 |
Minimum | |
Useful life | 2 years |
Maximum | |
Useful life | 9 years |
Loop players | |
Property and equipment, estimated useful lives | 3 years |
Equipment | Minimum | |
Property and equipment, estimated useful lives | 3 years |
Equipment | Maximum | |
Property and equipment, estimated useful lives | 5 years |
Software | |
Property and equipment, estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) | Dec. 31, 2023 USD ($) |
Financial Liabilities Fair Value Disclosure [Abstract] | |
Derivative liabilities | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising costs (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 2,178,247 | $ 3,125,027 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 10,171,256 | $ 14,825,831 |
Advertising | ||
Revenue | 9,394,764 | 13,959,505 |
Legacy and other business revenue | ||
Revenue | $ 776,492 | $ 866,326 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Anti-dilutive shares (Details) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Total common stock equivalents | 16,938,390 | 15,598,275 |
Options to purchase common stock | ||
Total common stock equivalents | 8,915,294 | 8,849,305 |
Warrants to purchase common stock | ||
Total common stock equivalents | 6,866,699 | 5,592,573 |
Restricted Stock Units (RSUs) | ||
Total common stock equivalents | 1,156,397 | 1,156,397 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | Dec. 14, 2023 | Dec. 31, 2023 | Sep. 30, 2023 |
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 3.96 | $ 5.74 | |
Number outstanding | $ 6,866,699 | $ 5,592,573 | |
Warrant Reprice Letter Agreements | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 0.80 | ||
Class of Warrant or Right, Outstanding | 1,850,874 | ||
Number outstanding | $ 1,480,699 | ||
Deemed dividend. | $ 419,939 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation net loss per common share (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net Income (Loss) | $ (5,285,402) | $ (5,259,439) |
Plus: Deemed dividend on warrants | (419,939) | |
Net loss attributable to common stockholders | $ (5,705,341) | $ (5,259,439) |
Denominator: | ||
Weighted average number of basic common shares outstanding (in shares) | 66,787,371 | 56,381,209 |
Weighted average number of diluted common shares outstanding (in shares) | 66,787,371 | 56,381,209 |
Basic net loss per common share (in dollars per share) | $ (0.09) | $ (0.09) |
Diluted net loss per common share (in dollars per share) | $ (0.09) | $ (0.09) |
CONTENT ASSETS (Details)
CONTENT ASSETS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Content assets - current | $ 1,937,900 | $ 2,218,894 |
License content asset - non current | 304,180 | 448,726 |
License content liability | 912,108 | |
License content liability - current | 521,746 | 489,157 |
License content liability in Accounts Payable | 206,362 | |
License content liability - non current | 184,000 | $ 208,000 |
Payments for license content liabilities | 201,862 | |
Payable in 2024 | 497,746 | |
Payable in 2025 | 98,000 | |
Payable in 2026 | $ 110,000 | |
Minimum | ||
Useful life | 2 years | |
Maximum | ||
Useful life | 9 years | |
Licensed Content Assets | Minimum | ||
Useful life | 2 years | |
Licensed Content Assets | Maximum | ||
Useful life | 3 years | |
Internally Developed Content Assets | ||
License Content Assets | $ 122,647 | |
Internally Developed Content Assets | Minimum | ||
Useful life | 2 years | |
Internally Developed Content Assets | Maximum | ||
Useful life | 3 years |
CONTENT ASSETS - Amortization e
CONTENT ASSETS - Amortization expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization expense | $ 807,007 | $ 682,167 |
Licensed Content Assets | ||
Amortization expense | 788,792 | 669,678 |
Internally Developed Content Assets | ||
Amortization expense | $ 18,215 | $ 12,489 |
CONTENT ASSETS - Capitalized co
CONTENT ASSETS - Capitalized content assets (Details) | Dec. 31, 2023 USD ($) |
Remaining in Fiscal Year 2024 | $ 1,857,926 |
Fiscal Year 2025 | 278,190 |
Fiscal Year 2026 | 105,964 |
Licensed Content Assets | |
Remaining in Fiscal Year 2024 | 1,803,281 |
Fiscal Year 2025 | 218,750 |
Fiscal Year 2026 | 97,401 |
Internally Developed Content Assets | |
Remaining in Fiscal Year 2024 | 54,645 |
Fiscal Year 2025 | 59,440 |
Fiscal Year 2026 | $ 8,563 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Total property and equipment, gross | $ 4,312,565 | $ 4,193,204 |
Less: accumulated depreciation | (1,778,736) | (1,481,646) |
Total property and equipment, net | 2,533,829 | 2,711,558 |
Loop players | ||
Total property and equipment, gross | 2,950,767 | 2,536,937 |
Equipment | ||
Total property and equipment, gross | 506,832 | 801,301 |
Software | ||
Total property and equipment, gross | $ 854,966 | $ 854,966 |
PROPERTY AND EQUIPMENT - Deprec
PROPERTY AND EQUIPMENT - Depreciation (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 297,090 | $ 159,605 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Total intangible assets, gross | $ 1,210,000 | $ 1,210,000 |
Less: accumulated amortization | (760,222) | (732,111) |
Total | (760,222) | (732,111) |
Total intangible assets, net | $ 449,778 | 477,889 |
Useful life | 4 years | |
Customer relationships | ||
Total intangible assets, gross | $ 1,012,000 | 1,012,000 |
Useful life | 9 years | |
Content library | ||
Total intangible assets, gross | $ 198,000 | $ 198,000 |
Useful life | 2 years |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Useful life | 4 years | ||
Amortization expense | $ 28,111 | $ 28,111 | |
Intangible Assets, Net (Excluding Goodwill) | 449,778 | $ 477,889 | |
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 84,333 | ||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | 112,444 | ||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | 112,444 | ||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | 112,444 | ||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | $ 28,113 |
OPERATING LEASES - Short and lo
OPERATING LEASES - Short and long term leases (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | |
Leases [Abstract] | |||
Operating lease expense | $ 44,444 | ||
Short term portion | $ 0 | $ 0 |
OPERATING LEASES - Lease expens
OPERATING LEASES - Lease expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases. | ||
Short-term lease expense | $ 36,843 | $ 2,400 |
Total lease expense | $ 36,843 | $ 46,844 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Lease Detail Narrative [Abstract] | |||
Cash payments against lease liabilities | $ 0 | $ 40,346 | |
Accretion on lease liability | $ 1,665 | ||
Lease term | 1 year | ||
Options to renew lease | 1 year | ||
Option to terminate | 30 days | ||
Lease liability | $ 0 | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Accounts Payable And Accrued Expenses. | ||
Accounts payable | $ 6,627,014 | $ 4,978,920 |
Performance bonuses | 300,000 | 1,262,000 |
Interest payable | 109,352 | |
Professional fees | 506,552 | 449,944 |
Marketing | 233,902 | 552,000 |
Commissions | 112,947 | 175,094 |
Insurance liabilities | 781,487 | 800,165 |
Other accrued liabilities | 279,949 | 307,135 |
Accrued liabilities | 2,324,189 | 3,546,338 |
Accrued royalties and revenue share | 6,272,056 | 4,930,329 |
Total accounts payable and accrued expenses | $ 15,223,259 | $ 13,455,587 |
DEBT - Lines of Credit (Details
DEBT - Lines of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 12, 2023 | May 10, 2023 | Oct. 27, 2022 | Jul. 29, 2022 | May 13, 2022 | |
Related party | |||||||
Line of Credit Facility [Line Items] | |||||||
Related party line of credit, net, Long Term | $ 1,959,693 | ||||||
Related party, Unpaid Principal Balance | 2,266,733 | ||||||
Nonrelated party | |||||||
Line of Credit Facility [Line Items] | |||||||
Non-revolving line of credit | $ 6,667,573 | 5,110,018 | |||||
Line of credit, noncurrent | 441,390 | 475,523 | |||||
Line of credit, Unpaid Principal Balance | 7,989,504 | 6,830,914 | |||||
Non-revolving line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Non-revolving line of credit | 1,760,000 | 2,124,720 | |||||
Line of credit, noncurrent | 441,390 | 475,523 | |||||
Excel $2.2M Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 2,266,733 | ||||||
Non revolving lines of credit, May 10 2023 | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 4,000,000 | ||||||
Non revolving lines of credit, May 10 2023 | Related party | |||||||
Line of Credit Facility [Line Items] | |||||||
Related party line of credit, net, Long Term | 1,959,693 | ||||||
Related party, Unpaid Principal Balance | $ 2,266,733 | ||||||
Interest rate | 12% | ||||||
Maturity date | May 10, 2025 | ||||||
Warrants issued | 209,398 | ||||||
Secured loan amount | 4,000,000 | $ 4,000,000 | |||||
Non revolving lines of credit, May 10 2023 | Nonrelated party | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit, noncurrent | 441,390 | 475,523 | |||||
Line of credit, Unpaid Principal Balance | $ 800,000 | $ 900,000 | |||||
Interest rate | 12% | 12% | |||||
Maturity date | May 10, 2025 | May 10, 2025 | |||||
Warrants issued | 83,142 | 83,142 | |||||
Non-revolving lines of credit, May 13, 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 2,200,000 | ||||||
Non-revolving lines of credit, May 13, 2022 | Nonrelated party | |||||||
Line of Credit Facility [Line Items] | |||||||
Non-revolving line of credit | $ 1,760,000 | $ 2,124,720 | |||||
Line of credit, Unpaid Principal Balance | $ 1,760,000 | $ 2,200,000 | |||||
Interest rate | 12% | 12% | |||||
Maturity date | Nov. 13, 2023 | Nov. 13, 2023 | |||||
Warrants issued | 314,286 | 314,286 | |||||
Secured loan amount | $ 2,200,000 | $ 2,200,000 | |||||
Revolving line of credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Non-revolving line of credit | $ 4,907,573 | 2,985,298 | |||||
Revolving lines of credit, December 14, 2023 | Related party | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 10% | ||||||
Warrants issued | 3,125,000 | ||||||
Secured loan amount | $ 2,500,000 | ||||||
Revolving line of credit, July 29, 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 6,000,000 | $ 4,000,000 | |||||
Revolving line of credit, July 29, 2022 | Related party | |||||||
Line of Credit Facility [Line Items] | |||||||
Secured loan amount | 6,000,000 | 6,000,000 | |||||
Revolving line of credit, July 29, 2022 | Nonrelated party | |||||||
Line of Credit Facility [Line Items] | |||||||
Non-revolving line of credit | 4,907,573 | 2,985,298 | |||||
Line of credit, Unpaid Principal Balance | $ 5,429,504 | $ 3,730,914 | |||||
Loan interest rate | 4% | 4% | |||||
Maturity date | Jul. 29, 2024 | Jul. 29, 2024 |
DEBT - Line of Credit - Narrati
DEBT - Line of Credit - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 14, 2023 USD ($) $ / shares shares | Dec. 13, 2023 USD ($) | Nov. 13, 2023 USD ($) payment $ / shares | May 31, 2023 USD ($) | May 10, 2023 USD ($) $ / shares shares | Sep. 07, 2022 | Jul. 29, 2022 USD ($) $ / shares shares | May 13, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 12, 2023 USD ($) | Aug. 15, 2023 $ / shares | Oct. 27, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||
Shares issued for debt conversion (in shares) | shares | 127,124 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 3.96 | $ 5.74 | ||||||||||||
Allocated fair value of warrants as additional debt discount | $ 6,866,699 | $ 5,592,573 | ||||||||||||
Aggregate loan amount | 7,989,504 | |||||||||||||
Long-term Debt | 7,108,963 | |||||||||||||
Related Party | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Related party, Unpaid Principal Balance | 2,266,733 | |||||||||||||
Non-revolving line of credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Value of loan conversion | 101,699.83 | |||||||||||||
RAT Non-Revolving Loan | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Period for which shares has to be locked | 12 months | |||||||||||||
Maximum borrowing capacity | $ 2,200,000 | |||||||||||||
Line of Credit, Interest rate | 12% | |||||||||||||
Line of credit | $ 374,000 | 1,770,795 | 2,300,899 | |||||||||||
Number of aggregate warrants | shares | 209,522 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 1 | $ 5.25 | ||||||||||||
Line of credit, Accrued interest | $ 220,000 | $ 132,000 | ||||||||||||
Line of Credit, Periodic payment | 220,000 | |||||||||||||
Amount of consideration to be paid to extend the credit maturity | $ 22,000 | |||||||||||||
Number of monthly payments | payment | 9 | |||||||||||||
Interest expense | 136,976 | $ 224,105 | ||||||||||||
Days until maturity | 18 months | |||||||||||||
RAT Non-Revolving Loan | Amendment 1 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit | $ 0 | |||||||||||||
RAT Non-Revolving Loan | Maximum | Amendment 1 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Days until maturity | 27 months | |||||||||||||
RAT Non-Revolving Loan | Minimum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Days until maturity | 18 months | |||||||||||||
Non-Revolving Line of Credit Loan Agreement Amendment | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Ratio of net proceeds | 33.33 | |||||||||||||
Number of aggregate warrants | shares | 209,398 | |||||||||||||
Aggregate loan amount | $ 2,266,733 | |||||||||||||
Non-Revolving Line of Credit Loan Agreement Amendment | Excel Family Partners, LLLP | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | 2,650,000 | |||||||||||||
2023 Secured Loan | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 4,000,000 | |||||||||||||
Line of Credit, Interest rate | 12% | |||||||||||||
Line of credit | $ 2,328,617 | 800,000 | ||||||||||||
Number of aggregate warrants | shares | 369,517 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.33 | |||||||||||||
Days until maturity | 24 months | |||||||||||||
2023 Secured Loan | Excel May 2023 Secured Line of Credit Note Conversion Agreement | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Shares issued for debt conversion (in shares) | shares | 2,910,771 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Value of loan conversion | $ 101,699.83 | |||||||||||||
Conversion price | $ / shares | $ 0.80 | $ 0.80 | ||||||||||||
Conversion of Stock, Shares Converted | shares | 127,124 | |||||||||||||
2023 Secured Loan | Maximum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Warrants issued | shares | 83,142 | |||||||||||||
2023 Secured Loan | Excel Family Partners, LLLP | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit | $ 837,333 | 3,214,769 | ||||||||||||
Interest expense | 180,480 | 0 | ||||||||||||
2023 Secured Loan | Related Party | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Secured loan amount | 4,000,000 | 4,000,000 | ||||||||||||
Related party, Unpaid Principal Balance | $ 2,266,733 | |||||||||||||
Interest rate | 12% | |||||||||||||
Warrants issued | shares | 209,398 | |||||||||||||
Excel $2.2M Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 2,266,733 | |||||||||||||
Line of Credit, Interest rate | 10.50% | |||||||||||||
Days until maturity | 90 days | |||||||||||||
Excel $2.2M Line of Credit | Maximum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Extend maturity period | 120 days | |||||||||||||
Excel $2.2M Line of Credit | Minimum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Extend maturity period | 90 days | |||||||||||||
Excel $2.2M Line of Credit | Excel Family Partners, LLLP | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 2,200,000 | |||||||||||||
Line of credit | 0 | $ 0 | ||||||||||||
Interest expense | 0 | 0 | ||||||||||||
GemCap Revolving Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 4,000,000 | $ 6,000,000 | ||||||||||||
Line of credit, Accordion feature | $ 10,000,000 | |||||||||||||
Line of credit | 5,494,323 | 3,757,074 | ||||||||||||
Number of Warrants for Each Investor | shares | 1 | |||||||||||||
Number of aggregate warrants | shares | 296,329 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.25 | |||||||||||||
Cash payments | $ 22,000 | |||||||||||||
Percentage of outstanding principal amount | 1% | |||||||||||||
Interest expense | 375,630 | $ 358,171 | ||||||||||||
GemCap Revolving Line of Credit | Prime rate | Maximum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loan interest rate | 4% | |||||||||||||
GemCap Revolving Line of Credit | Prime rate | Minimum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loan interest rate | 0% | |||||||||||||
GemCap Revolving Line of Credit | Eagle Investment Group, LLC | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of aggregate warrants | shares | 191,570 | |||||||||||||
GemCap Revolving Line of Credit | Subordinated Lenders [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of aggregate warrants | shares | 104,759 | |||||||||||||
GemCap Revolving Line of Credit | Related Party | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Secured loan amount | 6,000,000 | $ 6,000,000 | ||||||||||||
Excel Revolving Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 2,500,000 | |||||||||||||
Expiration period | 12 months | |||||||||||||
Line of Credit, Interest rate | 10% | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.80 | |||||||||||||
Excel Revolving Line of Credit | Maximum | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit facility, restriction on draw down as a percentage | 25% | |||||||||||||
Ownership interest percentage | 29.99% | |||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 1,250,000 | |||||||||||||
Number of aggregate warrants | shares | 3,125,000 | |||||||||||||
Amended Warrant Exercise Price | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of aggregate warrants | shares | 4,055,240 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.80 | |||||||||||||
Proceeds from board member and related party | 983,851 | |||||||||||||
Allocated fair value of warrants as additional debt discount | $ 1,480,699 | |||||||||||||
Days until maturity | 8 days | |||||||||||||
Excel Family Partners, LLLP | Amended Warrant Exercise Price | Related Party | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Number of aggregate warrants | shares | 209,398 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.80 | |||||||||||||
Proceeds from board member and related party | $ 167,518.40 |
DEBT - Interest Expenses of Lin
DEBT - Interest Expenses of Lines of Credit (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Amortization of debt discounts | $ 396,598 | $ 661,335 |
Convertible debentures. | ||
Debt Instrument [Line Items] | ||
Interest expense | 593,764 | 340,379 |
Amortization of debt discounts | 396,598 | 661,335 |
Total | $ 990,362 | $ 1,001,714 |
DEBT - Maturities (Details)
DEBT - Maturities (Details) | Dec. 31, 2023 USD ($) |
Line of Credit Facility [Abstract] | |
2024 | $ 7,189,504 |
2025 | 800,000 |
Lines of credit, related and non-related party | 7,989,504 |
Less: Debt discount on lines of credit payable | (880,541) |
Total Lines of credit payable, related and non-related party, net | $ 7,108,963 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingencies | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Five Hundred Limited | ||
Amount paid for programming services | $ 87,300 | $ 116,200 |
Related party | Non Revolving Lines Of Credit May 31 2023 [Member] | Excel Family Partners, LLLP | ||
Maximum borrowing capacity | $ 2,200,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($) | 3 Months Ended | ||||
Sep. 21, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Aug. 15, 2023 | Dec. 31, 2022 | |
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issues | 70,851,214 | 65,620,151 | |||
Common stock, shares outstanding | 70,851,214 | 65,620,151 | |||
Number of shares issued in connection with the exercise of warrants. | 1,850,874 | ||||
Shares to be issued for loan conversion | 127,124 | ||||
Description of reverse stock split | 1 for 3 reverse stock split of our Common Stock became effective | ||||
Mr. Cassidy | |||||
Shares to be issued for loan conversion | 2,910,771 | ||||
Non-revolving line of credit | |||||
Value of loan conversion | $ 101,699.83 | ||||
Non-revolving line of credit | Mr. Cassidy | |||||
Value of loan conversion | $ 2,328,617.32 | ||||
Maximum | |||||
Common stock, shares authorized | 150,000,000 | ||||
Minimum | |||||
Common stock, shares authorized | 105,555,556 | ||||
Common Stock | |||||
Common stock, shares authorized | 150,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Common stock, shares issues | 70,851,214 | 56,381,209 | |||
Common stock, shares outstanding | 70,851,214 | 56,381,209 | |||
Shares issued for consulting fee | 311,889 | ||||
Stock issued during period, shares, restricted stock award | 30,405 | ||||
Preferred Stock | |||||
Preferred stock, shares authorized | 3,333,334 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 |
STOCK OPTIONS, RESTRICTED STO_3
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Stock option activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at the beginning | 8,849,305 | |
Grants | 66,666 | |
Expired | (677) | |
Outstanding at the end | 8,915,294 | 8,849,305 |
Exercisable | 7,531,815 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at the beginning | $ 3.84 | |
Grants | 0.36 | |
Expired | 6.23 | |
Outstanding at the end | 3.81 | $ 3.84 |
Exercisable | $ 3.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term, outstanding | 6 years 1 month 13 days | 6 years 4 months 6 days |
Exercisable | 5 years 7 months 13 days | |
Grants | $ 42,600 | |
Outstanding at the end | $ 42,600 |
STOCK OPTIONS, RESTRICTED STO_4
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Stock options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Exercise price | $ 3.81 | $ 3.84 |
Number of options | 8,915,294 | 8,849,305 |
Weighted average remaining life in years remaining life in years | 6 years 1 month 13 days | 6 years 4 months 6 days |
Options exercisable number of options | 7,531,815 |
STOCK OPTIONS, RESTRICTED STO_5
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Fair value of options (Details) | 3 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Weighted average fair value of options granted | $ 0.36 |
Expected life | 6 years 29 days |
Risk-free interest rate | 4.67% |
Expected volatility | 52.35% |
STOCK OPTIONS, RESTRICTED STO_6
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Restricted Stock Units (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jul. 01, 2023 | Jan. 03, 2023 | Sep. 22, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Weighted Average Remaining Contractual Term | ||||||
Weighted average remaining contractual term, outstanding | 6 years 1 month 13 days | 6 years 4 months 6 days | ||||
Restricted Stock Units | ||||||
Restricted Stock Units | ||||||
Outstanding beginning of period | 860,754 | |||||
Grants | 54,393 | 212,004 | 890,000 | |||
Vested | 135,602 | |||||
Outstanding end of period | 725,152 | 860,754 | ||||
Weighted Average Fair Value | ||||||
Outstanding beginning of period | $ 5.30 | |||||
Outstanding end of period | $ 5.22 | $ 5.30 | ||||
Aggregate Intrinsic Value | ||||||
Outstanding beginning of period | $ 427,795 | |||||
Outstanding end of period | $ 725,152 | $ 427,795 | ||||
Total pretax intrinsic value | $ 1 | $ 6.62 |
STOCK OPTIONS, RESTRICTED STO_7
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Warrant activity (Details) | 3 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of shares | |
Outstanding at beginning | $ | $ 5,592,573 |
Issued | shares | 3,125,000 |
Exercised | shares | (1,850,874) |
Outstanding at ending | $ | $ 6,866,699 |
Weighted average exercise price per share | |
Outstanding at beginning | $ / shares | $ 5.74 |
Outstanding at ending | $ / shares | $ 3.96 |
STOCK OPTIONS, RESTRICTED STO_8
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Details) - USD ($) | 3 Months Ended | ||||||
Dec. 14, 2023 | Jul. 01, 2023 | Jan. 03, 2023 | Sep. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Value of shares issued | $ 1,287,390 | $ 1,790,807 | |||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 3,555,040 | ||||||
Weighted average period over which expense is expected to be recognized | 33 months 9 days | ||||||
Stock-based compensation expense | $ 961,127 | $ 1,418,913 | |||||
Warrants issued for severance | $ 40,835 | ||||||
Exercise price (in dollars per share) | $ 3.96 | $ 5.74 | |||||
Aggregate exercise price | $ 6,866,699 | $ 5,592,573 | |||||
Options | |||||||
Stock price (in dollars per share) | $ 1 | $ 6.62 | |||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 3,613,579 | ||||||
Weighted average period over which expense is expected to be recognized | 0 years | ||||||
Restricted Stock Units | |||||||
Vesting rights, percentage | 100% | ||||||
Vesting period | 3 years | ||||||
Grants | 54,393 | 212,004 | 890,000 | ||||
Stock price (in dollars per share) | $ 2.39 | $ 6.23 | $ 5 | ||||
Vested | (135,602) | ||||||
Stock-based compensation expense | $ 326,263 | $ 279,645 | |||||
Restricted Stock Units | Tranche One | |||||||
Vesting rights, percentage | 25% | 25% | |||||
Initial vestment of shares | 1 year | 1 year | |||||
Grants | 130,464 | ||||||
Restricted Stock Units | Tranche Two | |||||||
Vesting rights, percentage | 100% | ||||||
Vesting period | 3 years | ||||||
Grants | 81,540 | ||||||
Restricted Stock Units | Options | |||||||
Number of options issued | 66,666 | ||||||
Value of shares issued | $ 0.36 | ||||||
Amended Warrant Exercise Price | |||||||
Number of aggregate warrants | 4,055,240 | ||||||
Exercise price (in dollars per share) | $ 0.80 | ||||||
Days until maturity | 8 days | ||||||
Proceeds from board member and related party | $ 983,851 | ||||||
Aggregate number of shares | 1,850,874 | ||||||
Aggregate exercise price | $ 1,480,699 | ||||||
Amended Warrant Exercise Price | Mr. Cassidy | Maximum | |||||||
Number of aggregate warrants | 786,482 | ||||||
Amended Warrant Exercise Price | Denise Penz | Maximum | |||||||
Number of aggregate warrants | 443,332 |
STOCK OPTIONS, RESTRICTED STO_9
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Fair value of warrants (Details) | Dec. 31, 2023 USD ($) $ / shares |
Weighted average fair value of warrants granted | $ / shares | $ 0.80 |
Warrant term | 3 years |
Minimum | Risk-free interest rate | |
Warrants outstanding, measurement input | 4.09 |
Minimum | Expected volatility | |
Warrants outstanding, measurement input | 46.56 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jan. 11, 2024 | Jan. 08, 2024 |
Maximum | Sales Agreement | ||
Proceeds from Issuance of Common Stock | $ 18,200,000 | $ 18,200,000 |
STOCK OPTIONS, RESTRICTED ST_10
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Changes in warrants outstanding (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Exercise price (in dollars per share) | $ 3.96 | $ 5.74 |
Number outstanding | $ 6,866,699 | $ 5,592,573 |
Weighted average remaining contractual life (years) | 3 years |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (5,285,402) | $ (5,259,439) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |