Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.0001 | |
Trading Symbol | LPTV | |
Security Exchange Name | NYSEAMER | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,173,736 | |
Entity Central Index Key | 0001643988 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets | ||
Cash | $ 2,197,359 | $ 3,068,696 |
Accounts receivable, net | 3,572,222 | 6,211,815 |
Prepaid expenses and other current assets | 667,124 | 987,605 |
Content assets, current | 1,749,683 | 2,218,894 |
Total current assets | 8,186,388 | 12,487,010 |
Non-current assets | ||
Deposits | 9,968 | 12,054 |
Content assets, non-current | 257,921 | 448,726 |
Deferred costs, non-current | 698,570 | 744,408 |
Property and equipment, net | 2,290,284 | 2,711,558 |
Operating lease right-of-use assets | 205,545 | |
Intangible assets, net | 421,667 | 477,889 |
Total non-current assets | 3,883,955 | 4,394,635 |
Total assets | 12,070,343 | 16,881,645 |
Current liabilities | ||
Accounts payable | 7,942,137 | 4,978,920 |
Accrued liabilities | 1,494,278 | 3,546,338 |
Accrued royalties and revenue share | 5,256,608 | 4,930,329 |
License content liabilities, current | 865,572 | 489,157 |
Equipment financing liability, current | 32,998 | |
Deferred Income | 52,983 | |
Lease liability, current | 66,024 | |
Total current liabilities | 19,529,193 | 19,054,762 |
Non-current liabilities | ||
License content liabilities, non-current | 153,000 | 208,000 |
Equipment financing liability, non-current | 79,381 | |
Lease liability, non-current | 139,521 | |
Total non-current liabilities | 2,505,353 | 2,643,216 |
Total liabilities | 22,034,546 | 21,697,978 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity (deficit) | ||
Common Stock, $0.0001 par value, 150,000,000 shares authorized, 71,173,736 and 65,620,151 shares issued and outstanding as of March 31, 2024 and September 30, 2023, respectively | 7,117 | 6,562 |
Additional paid in capital | 131,170,258 | 123,462,648 |
Accumulated deficit | (141,141,578) | (128,285,543) |
Total stockholders' equity (deficit) | (9,964,203) | (4,816,333) |
Total liabilities and stockholders' equity (deficit) | 12,070,343 | 16,881,645 |
Nonrelated party | ||
Current liabilities | ||
Line of credit, current | 2,818,593 | 5,110,018 |
Non-current liabilities | ||
Line of credit, noncurrent | 537,831 | 475,523 |
Non-revolving line of credit | Nonrelated party | ||
Current liabilities | ||
Line of credit, current | 994,033 | 2,124,720 |
Non-current liabilities | ||
Line of credit, noncurrent | 537,831 | 475,523 |
Revolving line of credit | ||
Current liabilities | ||
Line of credit, current | 1,824,560 | 2,985,298 |
Non-current liabilities | ||
Line of credit, noncurrent | 1,595,620 | |
Related Party | Related Party | ||
Current liabilities | ||
Line of credit, current | $ 1,000,000 | |
Non-current liabilities | ||
Line of credit, noncurrent | $ 1,959,693 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Sep. 30, 2023 | Aug. 15, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock, shares issues | 71,173,736 | 65,620,151 | |
Common stock, shares outstanding | 71,173,736 | 65,620,151 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 4,002,463 | $ 5,393,231 | $ 14,173,719 | $ 20,219,062 |
Cost of revenue | 3,584,300 | 3,808,150 | 10,131,017 | 12,947,950 |
Gross profit | 418,163 | 1,585,081 | 4,042,702 | 7,271,112 |
Operating expenses | ||||
Sales, general and administrative | 5,735,694 | 7,769,314 | 11,906,671 | 15,727,448 |
Stock-based compensation | 1,112,137 | 2,475,807 | 2,440,362 | 4,266,614 |
Depreciation and amortization | 413,197 | 235,009 | 795,072 | 422,725 |
Total operating expenses | 7,261,028 | 10,480,130 | 15,142,105 | 20,416,787 |
Loss from operations | (6,842,865) | (8,895,049) | (11,099,403) | (13,145,675) |
Other income (expense) | ||||
Interest expense | (729,274) | (919,444) | (1,731,464) | (1,927,027) |
Loss on extinguishment of debt | (25,424) | |||
Other income (expense) | (1,506) | 2,624 | 25,168 | 2,624 |
Total other income (expense) | (727,768) | (922,068) | (1,756,632) | (1,929,651) |
Loss before income taxes | (7,570,633) | (9,817,117) | (12,856,035) | (15,075,326) |
Income tax (expense)/benefit | (1,230) | |||
Net loss | $ (7,570,633) | $ (9,817,117) | $ (12,856,035) | $ (15,076,556) |
Basic net loss per common share (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.19) | $ (0.27) |
Diluted net loss per common share (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.19) | $ (0.27) |
Weighted average number of basic common shares outstanding (in shares) | 71,010,998 | 56,381,209 | 68,887,644 | 56,381,209 |
Weighted average number of diluted common shares outstanding (in shares) | 71,010,998 | 56,381,209 | 68,887,644 | 56,381,209 |
Advertising and Legacy and other revenue | ||||
Cost of revenue | $ 2,833,024 | $ 3,177,607 | $ 8,572,733 | $ 11,635,240 |
Depreciation and amortization | ||||
Cost of revenue | $ 751,276 | $ 630,543 | $ 1,558,284 | $ 1,312,710 |
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, 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 | ||||
Short swing profit recovery | 1,201 | |||
Net Income (Loss) | (15,076,556) | |||
Balance at ending (in shares) at Mar. 31, 2023 | 56,381,209 | |||
Balance at ending at Mar. 31, 2023 | $ 5,638 | 106,151,803 | (111,398,420) | (5,240,979) |
Balance at beginning at Dec. 31, 2022 | $ 5,638 | 103,761,125 | (101,581,303) | 2,185,460 |
Balance at beginning (in shares) at Dec. 31, 2022 | 56,381,209 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation | 2,475,807 | 2,475,807 | ||
Short swing profit recovery | 1,201 | 1,201 | ||
Issuance costs from uplist of stock | (86,330) | (86,330) | ||
Net Income (Loss) | (9,817,117) | (9,817,117) | ||
Balance at ending (in shares) at Mar. 31, 2023 | 56,381,209 | |||
Balance at ending at Mar. 31, 2023 | $ 5,638 | 106,151,803 | (111,398,420) | (5,240,979) |
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 | ||||
Stock-based compensation | 1,287,390 | 1,287,390 | ||
Warrants issued for debt | 1,003,269 | 1,003,269 | ||
Warrants issued for consulting fees | 40,835 | 40,835 | ||
Shares issued for consulting fees | $ 31 | 124,101 | 124,132 | |
Shares issued for consulting fees (in shares) | 311,889 | |||
Shares issued for debt conversion | $ 304 | 2,455,437 | 2,455,741 | |
Shares issued for debt conversion (in shares) | 3,037,895 | |||
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) |
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 | ||||
Shares issued for consulting fees (in shares) | 311,889 | |||
Net Income (Loss) | (12,856,035) | |||
Balance at ending (in shares) at Mar. 31, 2024 | 71,173,736 | |||
Balance at ending at Mar. 31, 2024 | $ 7,117 | 131,170,258 | (141,141,578) | (9,964,203) |
Balance at beginning at Dec. 31, 2023 | $ 7,085 | 129,876,691 | (133,570,945) | (3,687,169) |
Balance at beginning (in shares) at Dec. 31, 2023 | 70,851,214 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Stock-based compensation | 1,271,070 | 1,271,070 | ||
Shares issued for vested RSUs | $ 29 | (29) | ||
Shares issued for vested RSUs (in shares) | 292,117 | |||
Shares issued for capital raise costs | $ 3 | 22,526 | 22,529 | |
Shares issued for capital raise costs (in shares) | 30,405 | |||
Net Income (Loss) | (7,570,633) | (7,570,633) | ||
Balance at ending (in shares) at Mar. 31, 2024 | 71,173,736 | |||
Balance at ending at Mar. 31, 2024 | $ 7,117 | $ 131,170,258 | $ (141,141,578) | $ (9,964,203) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (12,856,035) | $ (15,076,556) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 924,766 | 1,244,329 |
Depreciation and amortization expense | 795,072 | 422,725 |
Amortization of content assets | 1,558,283 | 1,312,710 |
Amortization of right-of-use assets | 59,511 | |
Right of use assets payment | (205,545) | |
Bad debt expense | 677,882 | |
Extinguishment of debt converted to equity | 338,858 | |
Loss on extinguishment of debt converted to equity | 25,424 | |
Stock-based compensation | 2,599,295 | 4,266,614 |
Shares issued for capital raise costs | 44,997 | |
Shares issued for consulting fees | 124,135 | |
Shares issued for vested RSUs | 29 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,961,711 | 6,896,649 |
Inventory | 7,604 | 10,252 |
Prepaid expenses | 312,880 | 568,138 |
Deposit | 2,086 | (201) |
Accounts payable | 3,509,252 | (1,181,952) |
Accrued liabilities | (2,054,235) | (2,207,835) |
Accrued royalties and revenue share | 326,279 | (1,374,484) |
License content liability | (751,100) | (3,457,477) |
Operating lease liabilities | 205,545 | (57,046) |
Equipment financing liability | 112,379 | |
Deferred income | 52,983 | (140,764) |
NET CASH USED IN OPERATING ACTIVITIES | (2,287,455) | (8,715,387) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (473,562) | (1,046,876) |
NET CASH USED IN INVESTING ACTIVITIES | (473,562) | (1,046,876) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from lines of credit | 19,793,104 | 28,087,249 |
Repayments on lines of credit | (19,001,212) | (27,326,600) |
Proceeds from exercise of warrants | 1,480,699 | |
Issuance costs for stock uplist | (86,330) | |
Deferred costs | (167,789) | (61,983) |
Payment of acquisition related consideration | (250,125) | |
Debt issuance costs | (215,122) | (22,300) |
Short swing profit recovery | 1,201 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,889,680 | 341,112 |
Change in cash and cash equivalents | (871,337) | (9,421,151) |
Cash, beginning of period | 3,068,696 | 14,071,914 |
Cash, end of period | 2,197,359 | 4,650,763 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENTS | ||
Cash paid for interest | 511,738 | 665,309 |
Cash paid for income taxes | 1,230 | |
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued for debt conversion | 2,455,741 | |
Unpaid additions to licensed content and internally developed content | 200,167 | 52,916 |
Unpaid deferred costs | 36,625 | 170,862 |
Unpaid additions to property and equipment | $ 30,820 | $ 387,588 |
BUSINESS
BUSINESS | 6 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | LOOP MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (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 out-of-home (“OOH”) dining, hospitality and retail establishments, convenience stores and other locations and venues to enable them to inform, entertain and engage their customers. Our technology also provides businesses the ability to promote and advertise their products via digital signage and provides third-party advertisers with a targeted marketing and promotional tool for their products and services. We also allow our business clients to access our service without advertisements by paying a monthly subscription fee. 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 March 31, 2024, we had approximately 83,000 active Loop Players and Partner Screens across the Loop Platform, which include 32,658 quarterly active Loop Players, or QAUs (as defined below) across our O&O Platform, a decrease of 1,125 over the quarter ended December 31, 2023, and approximately 50,000 Partner Screens across our Partner Platforms, an increase of approximately 7,000 Partner Screens over the quarter ended December 31, 2023. We define an “active unit” as (i) an ad-supported Loop Player or digital out-of-home (“DOOH”) location using our ad- supported service through our “Loop for Business” application or using a DOOH venue-owned computer screening our content, that is online, used on our O&O Platform, playing content and has checked into the Loop Media analytics system at least once in the 90-day period ending on the date of measurement, or (ii) a DOOH location customer using our subscription service on our O&O Platform at any time during the 90-day period. We use “QAU” to refer to the number of such active units during such period. We do not count towards our QAUs any Loop Players or screens used on our Partner Platform. Liquidity and management’s plan As shown in the accompanying consolidated financial statements, we have incurred 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. Our primary source of operating funds since inception has been cash proceeds from the sale of our Common Stock and debt and equity financing transactions. Our ability to continue as a going concern is dependent upon our ability to generate sufficient revenue and our ability to raise additional funds by way of our debt and equity financing efforts. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if we are unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to supplement our cash from revenues with additional cash raised from equity investment or debt transactions while maintaining reduced spending levels. 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. 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. During the six months ended March 31, 2024, and from April 1, 2024, through the date of this Report, have not raised any funds through sales under our ATM Sales Agreement. Effective as of July 29, 2022, we entered into a Loan and Security Agreement with Industrial Funding Group, Inc. (the “Initial Lender”), which was subsequently assigned to GemCap Solutions, LLC (“GemCap”) for a revolving loan credit facility for the initial principal sum of up to $4,000,000, which was subsequently increased to $6,000,000, and through the exercise of an accordion feature, a total sum of up to $10,000,000 (the “GemCap Revolving Line of Credit Agreement”). As of March 31, 2024, the GemCap Revolving Line of Credit had a balance, including accrued interest, amounting to $2,147,821. See “Note 8 – Debt.” |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2024 | |
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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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 March 31, 2024, and September 30, 2023, we had no cash equivalents. As of March 31, 2024, and September 30, 2023, approximately $1,947,359 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 March 31, 2024, and September 30, 2023, we had recorded an allowance for doubtful accounts of $677,882 and $630,629, respectively. Concentration of credit risk During the six months ended March 31, 2024, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 24% and 16% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. During the six months ended March 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 17% and 15% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of March 31, 2024, two customers accounted for a total of 22% of our accounts receivable balance or 12% and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. As of March 31, 2023, three customers accounted for a total of 45% of our accounts receivable balance or 20%, 15% and 10%, 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 property and equipment, operating lease assets, goodwill, and other intangible assets, which are measured at fair value if determined to be impaired. 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 March 31, 2024. Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the three months ended March 31, 2024, and 2023, were $1,747,971 and $2,779,517, respectively. Advertising and marketing costs for the six months ended March 31, 2024, and 2023, were $3,926,219 and $5,904,544, respectively. Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● 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 March 31, Six months ended March 31, 2024 2023 2024 2023 Advertising revenue $ 3,544,992 $ 4,648,390 $ 12,939,756 $ 18,607,895 Legacy and other revenue 457,471 744,841 1,233,963 1,611,167 Total $ 4,002,463 $ 5,393,231 $ 14,173,719 $ 20,219,062 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 March 31, 2024, and 2023, advertising revenue accounts for 89% and 86%, respectively, of our revenue and includes revenue from direct programmatic and local advertising as well as sponsorships. For the six months ended March 31, 2024, and 2023, advertising revenue accounts for 91% and 92%, 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 March 31, 2024, and 2023, legacy and other business revenue accounts for the remaining 11% and 14%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below. For the six months ended March 31, 2024, and 2023, legacy and other business revenue accounts for the remaining 9% and 8%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: ● 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. ● Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. ● 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 March 31, 2024, and September 30, 2023, respectively, because their inclusion would have been anti-dilutive. March 31, September 30, 2024 2023 Options to purchase common stock 8,213,763 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 4,443,473 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 19,523,935 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. For the six months ended March 31, 2024, 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: Six months ended March 31, 2024 2023 Numerator: Net loss $ (12,856,035) $ (15,076,556) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (13,275,974) $ (15,076,556) Denominator: Weighted average number of common shares outstanding 68,887,644 56,381,209 Basic and diluted net loss per common share $ (0.19) $ (0.27) 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 six months ended March 31, 2024, we recorded no aggregate benefit in our condensed combined income statement to reflect the ERC. 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 | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, content assets were $1,749,683 We recorded amortization expense in cost of revenue, in the consolidated statements of operations, related to capitalized content assets: Three months ended March 31, Six months ended March 31, 2024 2023 2024 2023 Licensed Content Assets $ 733,061 $ 615,165 $ 1,521,853 $ 1,284,843 Internally-Developed Assets 18,215 15,378 36,430 27,867 Total $ 751,276 $ 630,543 $ 1,558,283 $ 1,312,710 Our content license contracts are typically two Remaining in Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,335,308 $ 470,463 $ 97,401 Internally-Developed Assets 36,430 59,440 8,562 Total $ 1,371,738 $ 529,903 $ 105,963 License Content Liabilities As of March 31, 2024, we had $1,218,738 of obligations comprised of $865,572 in License content liability – current, $153,000 in License content liability - noncurrent and $200,167 in accounts payable on our consolidated balance sheets. Payments for content liabilities for the six months ended March 31, 2024, were $468,307. The expected timing of payments for these content obligations is $550,071 payable in fiscal year 2024, $365,500 payable in fiscal year 2025 and $110,000 payable in fiscal year 2026. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Mar. 31, 2024 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT Our property and equipment, net consisted of the following as of March 31, 2024, and September 30, 2023: March 31, September 30, 2024 2023 Loop Players $ 3,050,604 $ 2,536,937 Equipment 466,156 801,301 Software 874,966 854,966 4,391,726 4,193,204 Less: accumulated depreciation (2,101,442) (1,481,646) Total property and equipment, net $ 2,290,284 $ 2,711,558 For the three months ended March 31, 2024, and 2023, depreciation expense, calculated using straight line method, charged to operations amounted to $322,706 and $206,897 , respectively. For the six months ended March 31, 2024, and 2023, depreciation expense, calculated using straight line method, charged to operations amounted to $619,796 and $366,502 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and September 30, 2023: March 31, September 30, Useful life 2024 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 (788,333) (732,111) Total (788,333) (732,111) Total intangible assets, net $ 421,667 $ 477,889 Amortization expense charged to operations amounted to $28,111 and $28,111, for the three months ended March 31, 2024, and 2023, respectively. Amortization expense charged to operations amounted to $56,222 and $56,222, for the six months ended March 31, 2024, and 2023, respectively. Annual amortization expense for the next five years and thereafter is estimated to be $56,222 (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 3.7 years as of March 31, 2024. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 6 – OPERATING LEASES Operating leases We have operating leases for office space and office equipment. Many of our leases include one Our lease liability consisted of the following as of March 31, 2024, and September 30, 2023: March 31, September 30, 2024 2023 Short term portion $ 66,024 $ — Long term portion 139,521 — Total lease liability $ 205,545 $ — Maturity analysis under these lease agreements are as follows: 2024 $ 41,804 2025 83,607 2026 83,607 2027 17,082 Total undiscounted cash flows 226,100 Less: 10% Present value discount (20,555) Lease liability $ 205,545 We recorded lease expense in sales, general and administration expenses in the consolidated statement of operations: Three months ended March 31, Six months ended March 31, 2024 2023 2024 2023 Operating lease expense $ 13,935 $ 17,495 $ 13,935 $ 61,939 Short-term lease expense 2,400 32,431 39,243 34,831 Total lease expense $ 16,335 $ 49,926 $ 53,178 $ 96,770 For the three months ended March 31, 2024, and 2023, cash payments against lease liabilities totaled $13,935 and $18,792 and accretion on lease liability of $3,556 and $763. For the six months ended March 31, 2024, and 2023, cash payments against lease liabilities totaled $13,935 and $59,138 and accretion on lease liability of $3,556 and $2,428. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and September 30, 2023: March 31, September 30, 2024 2023 Accounts payable $ 7,942,137 $ 4,978,920 Performance bonuses 300,000 1,262,000 Interest payable 113,217 175,094 Professional fees 460,247 449,944 Marketing 282,550 800,165 Insurance liabilities 104,707 552,000 Other accrued liabilities 233,557 307,135 Accrued liabilities 1,494,278 3,546,338 Accrued royalties and revenue share 5,256,608 4,930,329 Total accounts payable and accrued expenses $ 14,693,023 $ 13,455,587 |
DEBT
DEBT | 6 Months Ended |
Mar. 31, 2024 | |
Debt Instruments [Abstract] | |
DEBT | NOTE 8 – DEBT Lines of Credit as of March 31, 2024: 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 $ — $ 1,595,620 $ 2,500,000 10% 12 months prior written notice 3,125,000 $1,000,000 non- revolving line of credit, March 28, 2024 1,000,000 — 1,000,000 12% 9/24/2024 — Total related party lines of credit, net $ 1,000,000 $ 1,595,620 $ 3,500,000 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 994,033 $ — $ 1,100,000 12% 8/13/2024 314,286 $6,000,000 revolving line of credit, July 29, 2022 1,824,560 — 2,122,807 Greater of 4% or Prime 7/29/2024 — $4,000,000 non-revolving line of credit, May 10, 2023 — 537,831 800,000 12% 5/10/2025 83,142 Total lines of credit, net $ 2,818,593 $ 537,831 $ 4,022,807 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 March 31, Six months ended March 31, 2024 2023 2024 2023 Interest expense $ 194,922 $ 332,516 $ 513,444 $ 672,895 Amortization of debt discounts 528,168 582,994 1,200,041 1,244,329 Total $ 723,090 $ 915,510 $ 1,713,485 $ 1,917,224 Maturity analysis under the line of credit agreements for the fiscal years ended September 30, 2024 $ 4,222,807 2025 3,300,000 2026 — 2027 — 2028 — Lines of credit, related and non-related party 7,522,807 Less: Debt discount on lines of credit payable (1,570,763) Total Lines of credit payable, related and non-related party, net $ 5,952,044 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, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, (“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 The Excel Revolving Line of Credit had a balance, including accrued interest, amounting to $2,519,396 and $0 as of March 31, 2024, and September 30, 2023, respectively. We incurred interest expense for the Excel Revolving Line of Credit in the amount of $118,284 and $0 for the six months ended March 31, 2024, and 2023, respectively. 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 $2,147,821 and $3,757,074 as of March 31, 2024, and September 30, 2023, respectively. We incurred interest expense for the GemCap Revolving Line of Credit in the amount of $707,962 and $714,740 for the six months ended March 31, 2024, and 2023, 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 RAT Line of Credit 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 (the “First Extended RAT Line of Credit Maturity Date”); and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit Line of Credit . In consideration for the extension of the Original RAT , 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 months from the date of the RAT Non-Revolving The RAT Non-Revolving had a balance, including accrued interest, amounting to $1,106,473 and $2,300,899 as of March 31, 2024, and September 30, 2023, respectively. We incurred interest expense for the RAT Non-Revolving in the amount of $310,009 and $446,764 for the six months ended March 31, 2024, and 2023, 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, May 2023 Secured . On May 31, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “Excel $2.2M Secured Line of Credit Agreement”) with Excel 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”). 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 to be included as part of the obligations of the May 2023 Secured Line of Credit Agreement. As a result of such refinancing, as of September 12, 2023, no principal or interest remained outstanding under the Excel $2.2M Secured Line of Credit, and the Excel $2.2M Secured Line of Credit Agreement was terminated, and as of September 12, 2023, Excel had loaned $2,266,733 under the May 2023 Secured Line of Credit Agreement and received a warrant 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”), of the total aggregate principal and interest outstanding under the May 2023 Secured Line of Credit of $3,262,817 . On December 14, 2023, Excel agreed to convert the Excel May 2023 Secured Line of Credit Pay-Off Amount owed under the May 2023 Secured Line of Credit Agreement into 2,910,771 shares of our Common Stock at a conversion price per share of $0.80 . In addition, in connection with the Warrant Repricing (as defined below), on December 14, 2023, Excel agreed to the reprice the per share warrant exercise price of the warrant for 209,398 shares of our Common Stock to $0.80 per warrant share and immediately exercised the warrant, delivering the net proceeds of $167,518.40 to us. See “—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 of March 31, 2024, a total principal amount of $800,000 remained outstanding on the May 2023 Secured Line of Credit and warrants for a total of 83,142 warrant shares had been issued to the remaining lenders in connection with the May 2023 Secured Line of Credit and remained outstanding. The May 2023 Secured Loan had a principal balance, including accrued interest, amounting to $861,333 and $3,214,769 as of March 31, 2024, and September 30, 2023, respectively. We incurred interest expense for the 2023 Secured Loan in the amount of $576,229 and $0 for the six months ended March 31, 2024, and 2023, respectively. Excel $1.0M Line of Credit On March 28, 2024, we entered into a Secured Non-Revolving Line of Credit Loan Agreement with Excel (“Excel $1.0M Secured Line of Credit Agreement”) for an aggregate principal amount of up to $1,000,000 (the “Excel $1.0M Line of Credit”), evidenced by a Secured Non-Revolving Line of Credit Promissory Note (the “Excel $1.0M Note”). The Excel $1.0M Line of Credit matures one hundred eighty ( 180 ) days from the date of the Excel $1.0M Secured Line of Credit Agreement (the “Excel $1.0M Line of Maturity Date”) and accrues interest, payable in arrears on the Excel $1.0M Line of Credit Maturity Date, at a fixed rate of interest equal to twelve percent ( 12% ) per year. Under the Excel $1.0M 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 is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. The Excel $1.0M Line of Credit had a balance, including accrued interest, amounting to $1,001,000 and $0 as of March 31, 2024, and September 30, 2023, respectively. We incurred interest expense for the Excel $1.0M Line of Credit in the amount of $1,000 and $0 for the six months ended March 31, 2024, and 2023, 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 | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2024 | |
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 six months ended March 31, 2024, and 2023, we paid 500 Limited $145,500 and $219,400 , 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 $1.0 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) | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and 2023, there were 71,173,736 and 56,381,209, respectively, shares of Common Stock issued outstanding Six months ended March 31, 2024 During the six months ended March 31, 2024, we issued 1,850,874 shares of common stock upon the exercise of warrants. During the six months ended March 31, 2024, 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. During the six months ended March 31, 2024, 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 six months ended March 31, 2024, we issued 60,810 shares of common stock for capital raise costs. During the six months ended March 31, 2024, we issued 311,889 shares of common stock for consulting fees. During the six months ended March 31, 2024, we issued 292,117 shares of common stock for vested RSUs. See Note 12 – Stock Options and Warrants for stock compensation discussion. Six months ended March 31, 2023 There was no activity during the six months ended March 31, 2023. See Note 12 – Stock Options and Warrants for stock compensation discussion. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS | 6 Months Ended |
Mar. 31, 2024 | |
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 six months ended March 31, 2024: 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 0.36 360 Exercised — — Expired (346,297) 4.73 Forfeited (355,911) 2.70 72 Outstanding at March 31, 2024 8,213,763 $ 3.82 5.67 $ 288 Exercisable at March 31, 2024 7,419,609 $ 3.67 5.36 $ — 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 $0.37 as of March 31, 2024, and $5.75 as of March 31, 2023, 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 six months ended March 31, 2024, we issued 66,666 options valued at $0.36 per option. As of March 31, 2024, the total compensation cost related to nonvested awards not yet recognized is $2,382,770 and the weighted average period over which expense is expected to be recognized is 26.5 months. We calculated the fair value of options issued using the Black-Scholes option pricing model, with the following assumptions: March 31, 2024 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 $1,658,417 and $3,298,273, for the six months ended March 31, 2024, and 2023, 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 vested 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. On January 1, 2024, we granted an aggregate of 140,000 RSUs which will vest in equal semi-annual installments over a two-year term, beginning on the six (6) month anniversary of the grant date until all RSUs are fully vested. Each RSU was valued at $1.00 per share. On March 15, 2024, we granted an aggregate of 3,065,000 RSUs which will vest over a two-year period with fifty percent (50%) vesting on the one On March 15, 2024, we granted 600,000 RSUs, which will vest over a four-year period, with one quarter (1/4) of the shares subject to the RSUs vesting on the one equally on a quarterly basis beginning three (3) months after the one-year anniversary until all RSUs are fully vested. Each RSU was valued at $0.50 per share. The following table summarizes the RSU activity for the six months ended March 31, 2024: Number of Weighted Average Aggregate RSUs Fair Value Intrinsic Value Outstanding at September 30, 2023 860,754 $ 5.30 $ 427,795 Granted 3,805,000 Vested (222,281) Expired — Forfeited — Outstanding at March 31, 2024 4,443,473 $ 1.23 $ 1,647,897 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on our stock price of $0.37 as of March 31, 2024, and $5.75 as of March 31, 2023, which would have been received by the RSU holders as of that date. The stock-based compensation expense related to RSU grants was $702,979 and $766,418, for the six months ended March 31, 2024, and 2023, respectively. As of March 31, 2024, the total compensation cost related to nonvested RSU awards not yet recognized was $5,137,630 and the weighted average period over which expense is expected to be recognized in months was 29.1. Warrants The following table summarizes the warrant activity for the six months ended March 31, 2024: Number of Weighted average exercise shares price per share Outstanding at September 30, 2023 5,592,573 $ 5.74 Issued 3,125,000 0.80 Exercised (1,850,874) 0.80 Expired — — Outstanding at March 31, 2024 6,866,699 $ 3.96 We record all warrants granted using the fair value-based method of accounting. During the six months ended March 31, 2024, 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. During the six months ended March 31, 2024, we recorded debt discount of $1,003,125 for the warrants issued in conjunction with lines of credit and recorded the straight-line amortization ratably over the life of the debt as interest expense. During the six months ended March 31, 2024, we recorded consulting expense of $78,966 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: March 31, 2024 Weighted average fair value of warrants granted $ 0.80 Expected life 3.00 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 a certain period of time, paying the aggregate Amended Warrant Exercise Price of each respective Existing Warrant in cash to us (the “Warrant Repricing”). As of December 14, 2023, Existing Warrants exercisable for an aggregate of up to 786,482 shares of our common stock were held by Excel and Eagle Investment Group, LLC, entities managed by Bruce Cassidy, Sr., Executive Chairman of our Board of Directors, and 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. In connection with the Warrant Repricing, each of Mr. Cassidy and Ms. Penz exercised their Existing Warrants, resulting in net proceeds to us of $983,851. As of March 31, 2024, 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. No other Existing Warrants have been repriced or exercised under the Warrant Repricing. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and events that occurred after March 31, 2024, but which were not recognized in the financial statements. On April 18, 2024, we entered into a Non-Revolving Line of Credit Loan Agreement Amendment #2 (the “RAT Non-Revolving Line of Credit Agreement Amendment #2”) with the RAT Lenders to: (i) extend the Original RAT Line of Credit Maturity Date from eighteen (18) months to thirty-two (32) months from the date of the RAT Non-Revolving Line of Credit Agreement, or January 13, 2025 (the “Second Extended RAT Line of Credit Maturity Date”); and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit such that payments of interest and principal under the RAT Non-Revolving Line of Credit Agreement and the RAT Note will be due and payable from April 13, 2024, to the Second Extended RAT Line of Credit Maturity Date, as follows: (a) one payment of $121,000 , comprised of accrued interest of $11,000 through April 13, 2024, and an initial payment of principal of $110,000 , due on April 13, 2024; and (b) nine (9) monthly payments of principal of $110,000 , plus accrued interest, commencing May 13, 2024. We issued a Second Amended and Restated Non-Revolving Line of Credit Promissory Note Amendment, effective April 13, 2024, to the RAT Lenders reflecting the extension of the Original RAT Line of Credit Maturity Date. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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 March 31, 2024, and September 30, 2023, we had no cash equivalents. As of March 31, 2024, and September 30, 2023, approximately $1,947,359 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 March 31, 2024, and September 30, 2023, we had recorded an allowance for doubtful accounts of $677,882 and $630,629, respectively. |
Concentration of credit risk | Concentration of credit risk During the six months ended March 31, 2024, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 24% and 16% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. During the six months ended March 31, 2023, we had two customers which each individually comprised greater than 10% of net revenue. These customers represented 17% and 15% respectively. No other customer accounted for more than 10% of net revenue during the periods presented. As of March 31, 2024, two customers accounted for a total of 22% of our accounts receivable balance or 12% and 10%, respectively. No other customer accounted for more than 10% of total accounts receivable. As of March 31, 2023, three customers accounted for a total of 45% of our accounts receivable balance or 20%, 15% and 10%, 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 property and equipment, operating lease assets, goodwill, and other intangible assets, which are measured at fair value if determined to be impaired. 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 March 31, 2024. |
Advertising costs | Advertising costs We expense all advertising costs as incurred. Advertising and marketing costs for the three months ended March 31, 2024, and 2023, were $1,747,971 and $2,779,517, respectively. Advertising and marketing costs for the six months ended March 31, 2024, and 2023, were $3,926,219 and $5,904,544, respectively. |
Revenue recognition | Revenue recognition We recognize revenue in accordance with ASC 606 , Revenue from Contracts with Customers ● 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 March 31, Six months ended March 31, 2024 2023 2024 2023 Advertising revenue $ 3,544,992 $ 4,648,390 $ 12,939,756 $ 18,607,895 Legacy and other revenue 457,471 744,841 1,233,963 1,611,167 Total $ 4,002,463 $ 5,393,231 $ 14,173,719 $ 20,219,062 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 March 31, 2024, and 2023, advertising revenue accounts for 89% and 86%, respectively, of our revenue and includes revenue from direct programmatic and local advertising as well as sponsorships. For the six months ended March 31, 2024, and 2023, advertising revenue accounts for 91% and 92%, 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 March 31, 2024, and 2023, legacy and other business revenue accounts for the remaining 11% and 14%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below. For the six months ended March 31, 2024, and 2023, legacy and other business revenue accounts for the remaining 9% and 8%, respectively, of total revenue and includes streaming services, subscription content services, and hardware delivery, as described below: ● 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. ● Delivery of subscription content services in customized formats. We recognize revenue straight-line over the term of the service. ● 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 March 31, 2024, and September 30, 2023, respectively, because their inclusion would have been anti-dilutive. March 31, September 30, 2024 2023 Options to purchase common stock 8,213,763 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 4,443,473 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 19,523,935 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. For the six months ended March 31, 2024, 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: Six months ended March 31, 2024 2023 Numerator: Net loss $ (12,856,035) $ (15,076,556) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (13,275,974) $ (15,076,556) Denominator: Weighted average number of common shares outstanding 68,887,644 56,381,209 Basic and diluted net loss per common share $ (0.19) $ (0.27) |
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 six months ended March 31, 2024, we recorded no aggregate benefit in our condensed combined income statement to reflect the ERC. |
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) | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, Six months ended March 31, 2024 2023 2024 2023 Advertising revenue $ 3,544,992 $ 4,648,390 $ 12,939,756 $ 18,607,895 Legacy and other revenue 457,471 744,841 1,233,963 1,611,167 Total $ 4,002,463 $ 5,393,231 $ 14,173,719 $ 20,219,062 |
Schedule of weighted average diluted shares | March 31, September 30, 2024 2023 Options to purchase common stock 8,213,763 8,849,305 Warrants to purchase common stock 6,866,699 5,592,573 Restricted Stock Units (RSUs) 4,443,473 1,156,397 Series A preferred stock — — Series B preferred stock — — Convertible debentures — — Total common stock equivalents 19,523,935 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 | For the six months ended March 31, 2024, 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: Six months ended March 31, 2024 2023 Numerator: Net loss $ (12,856,035) $ (15,076,556) Plus: Deemed dividend on warrants (419,939) — Net loss attributable to common stockholders $ (13,275,974) $ (15,076,556) Denominator: Weighted average number of common shares outstanding 68,887,644 56,381,209 Basic and diluted net loss per common share $ (0.19) $ (0.27) |
CONTENT ASSETS (Tables)
CONTENT ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Content Assets [Abstract] | |
Schedule of amortization expense | Three months ended March 31, Six months ended March 31, 2024 2023 2024 2023 Licensed Content Assets $ 733,061 $ 615,165 $ 1,521,853 $ 1,284,843 Internally-Developed Assets 18,215 15,378 36,430 27,867 Total $ 751,276 $ 630,543 $ 1,558,283 $ 1,312,710 |
Schedule of future amortization expense | Remaining in Fiscal Year 2024 Fiscal Year 2025 Fiscal Year 2026 Licensed Content Assets $ 1,335,308 $ 470,463 $ 97,401 Internally-Developed Assets 36,430 59,440 8,562 Total $ 1,371,738 $ 529,903 $ 105,963 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Table Text Block Supplement [Abstract] | |
Schedule of equipment | March 31, September 30, 2024 2023 Loop Players $ 3,050,604 $ 2,536,937 Equipment 466,156 801,301 Software 874,966 854,966 4,391,726 4,193,204 Less: accumulated depreciation (2,101,442) (1,481,646) Total property and equipment, net $ 2,290,284 $ 2,711,558 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Table Text Block Supplement [Abstract] | |
Schedule of definite lived intangible assets | March 31, September 30, Useful life 2024 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 (788,333) (732,111) Total (788,333) (732,111) Total intangible assets, net $ 421,667 $ 477,889 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of lease liability | March 31, September 30, 2024 2023 Short term portion $ 66,024 $ — Long term portion 139,521 — Total lease liability $ 205,545 $ — |
Schedule of maturity analysis | 2024 $ 41,804 2025 83,607 2026 83,607 2027 17,082 Total undiscounted cash flows 226,100 Less: 10% Present value discount (20,555) Lease liability $ 205,545 |
Schedule of lease expense | Three months ended March 31, Six months ended March 31, 2024 2023 2024 2023 Operating lease expense $ 13,935 $ 17,495 $ 13,935 $ 61,939 Short-term lease expense 2,400 32,431 39,243 34,831 Total lease expense $ 16,335 $ 49,926 $ 53,178 $ 96,770 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | March 31, September 30, 2024 2023 Accounts payable $ 7,942,137 $ 4,978,920 Performance bonuses 300,000 1,262,000 Interest payable 113,217 175,094 Professional fees 460,247 449,944 Marketing 282,550 800,165 Insurance liabilities 104,707 552,000 Other accrued liabilities 233,557 307,135 Accrued liabilities 1,494,278 3,546,338 Accrued royalties and revenue share 5,256,608 4,930,329 Total accounts payable and accrued expenses $ 14,693,023 $ 13,455,587 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt Instruments [Abstract] | |
Schedule of classifications of non-revolving line of credit | Lines of Credit as of March 31, 2024: 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 $ — $ 1,595,620 $ 2,500,000 10% 12 months prior written notice 3,125,000 $1,000,000 non- revolving line of credit, March 28, 2024 1,000,000 — 1,000,000 12% 9/24/2024 — Total related party lines of credit, net $ 1,000,000 $ 1,595,620 $ 3,500,000 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 994,033 $ — $ 1,100,000 12% 8/13/2024 314,286 $6,000,000 revolving line of credit, July 29, 2022 1,824,560 — 2,122,807 Greater of 4% or Prime 7/29/2024 — $4,000,000 non-revolving line of credit, May 10, 2023 — 537,831 800,000 12% 5/10/2025 83,142 Total lines of credit, net $ 2,818,593 $ 537,831 $ 4,022,807 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 March 31, Six months ended March 31, 2024 2023 2024 2023 Interest expense $ 194,922 $ 332,516 $ 513,444 $ 672,895 Amortization of debt discounts 528,168 582,994 1,200,041 1,244,329 Total $ 723,090 $ 915,510 $ 1,713,485 $ 1,917,224 |
Schedule of maturity analysis under line of credit agreements | Maturity analysis under the line of credit agreements for the fiscal years ended September 30, 2024 $ 4,222,807 2025 3,300,000 2026 — 2027 — 2028 — Lines of credit, related and non-related party 7,522,807 Less: Debt discount on lines of credit payable (1,570,763) Total Lines of credit payable, related and non-related party, net $ 5,952,044 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Schedule of stock option activity | The following table summarizes the stock option activity for the six months ended March 31, 2024: 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 0.36 360 Exercised — — Expired (346,297) 4.73 Forfeited (355,911) 2.70 72 Outstanding at March 31, 2024 8,213,763 $ 3.82 5.67 $ 288 Exercisable at March 31, 2024 7,419,609 $ 3.67 5.36 $ — |
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: March 31, 2024 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 six months ended March 31, 2024: Number of Weighted Average Aggregate RSUs Fair Value Intrinsic Value Outstanding at September 30, 2023 860,754 $ 5.30 $ 427,795 Granted 3,805,000 Vested (222,281) Expired — Forfeited — Outstanding at March 31, 2024 4,443,473 $ 1.23 $ 1,647,897 |
Schedule of warrant activity | The following table summarizes the warrant activity for the six months ended March 31, 2024: Number of Weighted average exercise shares price per share Outstanding at September 30, 2023 5,592,573 $ 5.74 Issued 3,125,000 0.80 Exercised (1,850,874) 0.80 Expired — — Outstanding at March 31, 2024 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: March 31, 2024 Weighted average fair value of warrants granted $ 0.80 Expected life 3.00 years Risk-free interest rate 4.09 % Expected volatility 46.56 % Expected dividends yield — % Forfeiture rate — % |
BUSINESS (Details)
BUSINESS (Details) - item | Mar. 31, 2024 | Dec. 31, 2023 |
O & O Platform | ||
Number of active units | 32,658 | |
Partner Platform | ||
Number of initial partner's screens launched | 50,000 | |
Increase (Decrease) in Active Players | 7,000 | |
Loop Media, Inc. | ||
Number of active units | 83,000 | |
Increase (Decrease) in Active Players | 1,125 |
BUSINESS - Offerings (Details)
BUSINESS - Offerings (Details) - USD ($) | 6 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 14, 2023 | Sep. 30, 2023 | Aug. 15, 2023 | May 10, 2023 | |
Common stock, issued | 71,173,736 | 65,620,151 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issuance costs | $ 215,122 | $ 22,300 | |||||
2023 Secured Loan | |||||||
Maximum borrowing capacity | $ 4,000,000 | ||||||
Line of credit | $ 800,000 | $ 3,262,817 | |||||
Excel $1.0M Line of Credit | |||||||
Line of credit | 1,001,000 | $ 0 | |||||
Excel Revolving Line of Credit Agreement | |||||||
Line of credit | $ 2,519,396 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment reporting (Details) | 6 Months Ended |
Mar. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
FDIC insurance Limit | $ 1,947,359 | $ 2,818,696 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts receivable (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 677,882 | $ 630,629 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of credit risk (Details) - customer | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Sales Revenue | Customer Concentration Risk | ||||
Number of major customers | 2 | 2 | 2 | 2 |
Sales Revenue | Customer Concentration Risk | Customer One | ||||
Concentration risk, percentage | 24% | |||
Sales Revenue | Customer Concentration Risk | Customer Two | ||||
Concentration risk, percentage | 16% | 17% | ||
Sales Revenue | Customer Concentration Risk | Customer Three | ||||
Concentration risk, percentage | 15% | |||
Sales Revenue | Revenue from Rights Concentration Risk | Direct Programmatic And Local Advertising including Sponsorships | ||||
Concentration risk, percentage | 89% | 86% | 91% | 92% |
Sales Revenue | Revenue from Rights Concentration Risk | Legacy and other business revenue | ||||
Concentration risk, percentage | 11% | 14% | 9% | 8% |
Accounts Receivable. | ||||
Number of major customers | 0 | 0 | ||
Accounts Receivable. | Customer Concentration Risk | ||||
Number of major customers | 2 | 3 | 2 | 3 |
Accounts Receivable. | Customer Concentration Risk | Three Customer | ||||
Concentration risk, percentage | 22% | 45% | ||
Accounts Receivable. | Customer Concentration Risk | Customer One | ||||
Concentration risk, percentage | 12% | 20% | ||
Accounts Receivable. | Customer Concentration Risk | Customer Two | ||||
Concentration risk, percentage | 15% | |||
Accounts Receivable. | Customer Concentration Risk | Customer Three | ||||
Concentration risk, percentage | 10% | 10% | ||
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 | 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 | 0 | ||
Concentration risk, percentage | 10% | 10% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long Lived assets (Details) | Mar. 31, 2024 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) | Mar. 31, 2024 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 | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||||
Advertising costs | $ 1,747,971 | $ 2,779,517 | $ 3,926,219 | $ 5,904,544 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 4,002,463 | $ 5,393,231 | $ 14,173,719 | $ 20,219,062 |
Advertising | ||||
Revenue | 3,544,992 | 4,648,390 | 12,939,756 | 18,607,895 |
Legacy and other business revenue | ||||
Revenue | $ 457,471 | $ 744,841 | $ 1,233,963 | $ 1,611,167 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Anti-dilutive shares (Details) - shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Total common stock equivalents | 19,523,935 | 15,598,275 |
Options to purchase common stock | ||
Total common stock equivalents | 8,213,763 | 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 | 4,443,473 | 1,156,397 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per share (Details) - USD ($) | Dec. 14, 2023 | Mar. 31, 2024 | 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 | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||||||
Net Income (Loss) | $ (7,570,633) | $ (5,285,402) | $ (9,817,117) | $ (5,259,439) | $ (12,856,035) | $ (15,076,556) |
Plus: Deemed dividend on warrants | (419,939) | |||||
Net loss attributable to common stockholders | $ (13,275,974) | $ (15,076,556) | ||||
Denominator: | ||||||
Weighted average number of basic common shares outstanding (in shares) | 71,010,998 | 56,381,209 | 68,887,644 | 56,381,209 | ||
Weighted average number of diluted common shares outstanding (in shares) | 71,010,998 | 56,381,209 | 68,887,644 | 56,381,209 | ||
Basic net loss per common share (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.19) | $ (0.27) | ||
Diluted net loss per common share (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.19) | $ (0.27) |
CONTENT ASSETS (Details)
CONTENT ASSETS (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Content assets - current | $ 1,749,683 | $ 2,218,894 |
License content asset - non current | 257,921 | 448,726 |
License content liability | 1,218,738 | |
License content liability - current | 865,572 | 489,157 |
License content liability in Accounts Payable | 200,167 | |
License content liability - non current | 153,000 | $ 208,000 |
Payments for license content liabilities | 468,307 | |
Payable in 2024 | 550,071 | |
Payable in 2025 | 365,500 | |
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 | $ 104,432 | |
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 | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Amortization expense | $ 751,276 | $ 630,543 | $ 1,558,283 | $ 1,312,710 |
Licensed Content Assets | ||||
Amortization expense | 733,061 | 615,165 | 1,521,853 | 1,284,843 |
Internally Developed Content Assets | ||||
Amortization expense | $ 18,215 | $ 15,378 | $ 36,430 | $ 27,867 |
CONTENT ASSETS - Capitalized co
CONTENT ASSETS - Capitalized content assets (Details) | Mar. 31, 2024 USD ($) |
Remaining in Fiscal Year 2024 | $ 1,371,738 |
Fiscal Year 2025 | 529,903 |
Fiscal Year 2026 | 105,963 |
Licensed Content Assets | |
Remaining in Fiscal Year 2024 | 1,335,308 |
Fiscal Year 2025 | 470,463 |
Fiscal Year 2026 | 97,401 |
Internally Developed Content Assets | |
Remaining in Fiscal Year 2024 | 36,430 |
Fiscal Year 2025 | 59,440 |
Fiscal Year 2026 | $ 8,562 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Total property and equipment, gross | $ 4,391,726 | $ 4,193,204 |
Less: accumulated depreciation | (2,101,442) | (1,481,646) |
Total property and equipment, net | 2,290,284 | 2,711,558 |
Loop players | ||
Total property and equipment, gross | 3,050,604 | 2,536,937 |
Equipment | ||
Total property and equipment, gross | 466,156 | 801,301 |
Software | ||
Total property and equipment, gross | $ 874,966 | $ 854,966 |
PROPERTY AND EQUIPMENT - Deprec
PROPERTY AND EQUIPMENT - Depreciation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
PROPERTY AND EQUIPMENT | ||||
Depreciation expense | $ 322,706 | $ 206,897 | $ 619,796 | $ 366,502 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Total intangible assets, gross | $ 1,210,000 | $ 1,210,000 |
Less: accumulated amortization | (788,333) | (732,111) |
Total | (788,333) | (732,111) |
Total intangible assets, net | $ 421,667 | 477,889 |
Useful life | 3 years 8 months 12 days | |
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 | 6 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Useful life | 3 years 8 months 12 days | ||||
Amortization expense | $ 28,111 | $ 28,111 | $ 56,222 | $ 56,222 | |
Intangible Assets, Net (Excluding Goodwill) | 421,667 | 421,667 | $ 477,889 | ||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | 56,222 | 56,222 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Two | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Three | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling Year Four | 112,444 | 112,444 | |||
Finite-Lived Intangible Assets, Amortization Expense, Rolling after Year Five | $ 28,113 | $ 28,113 |
OPERATING LEASES - Short and lo
OPERATING LEASES - Short and long term leases (Details) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Short term portion | $ 66,024 |
Long term portion | 139,521 |
Total lease liability | $ 205,545 |
OPERATING LEASES - Maturity ana
OPERATING LEASES - Maturity analysis (Details) | Mar. 31, 2024 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2024 | $ 41,804 |
2025 | 83,607 |
2026 | 83,607 |
2027 | 17,082 |
Total undiscounted cash flows | 226,100 |
Less: 10% Present value discount | (20,555) |
Lease liability | $ 205,545 |
Present value discount | 10% |
OPERATING LEASES - Lease expens
OPERATING LEASES - Lease expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Leases. | ||||
Operating lease expense | $ 13,935 | $ 17,495 | $ 13,935 | $ 61,939 |
Short-term lease expense | 2,400 | 32,431 | 39,243 | 34,831 |
Total lease expense | $ 16,335 | $ 49,926 | $ 53,178 | $ 96,770 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Lease Detail Narrative [Abstract] | ||||
Cash payments against lease liabilities | $ 13,935 | $ 18,792 | $ 13,935 | $ 59,138 |
Accretion on lease liability | $ 3,556 | $ 763 | $ 3,556 | $ 2,428 |
Options to renew lease | 1 year | 1 year | ||
Option to terminate | 30 days | |||
Lease liability, current | $ 66,024 | $ 66,024 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Accounts Payable And Accrued Expenses. | ||
Accounts payable | $ 7,942,137 | $ 4,978,920 |
Performance bonuses | 300,000 | 1,262,000 |
Professional fees | 460,247 | 449,944 |
Marketing | 104,707 | 552,000 |
Commissions | 113,217 | 175,094 |
Insurance liabilities | 282,550 | 800,165 |
Other accrued liabilities | 233,557 | 307,135 |
Accrued liabilities | 1,494,278 | 3,546,338 |
Accrued royalties and revenue share | 5,256,608 | 4,930,329 |
Total accounts payable and accrued expenses | $ 14,693,023 | $ 13,455,587 |
DEBT - Lines of Credit (Details
DEBT - Lines of Credit (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Sep. 30, 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, Current | $ 1,000,000 | |||||
Related party line of credit, net, Long Term | 1,595,620 | $ 1,959,693 | ||||
Related party, Unpaid Principal Balance | 3,500,000 | 2,266,733 | ||||
Nonrelated party | ||||||
Line of Credit Facility [Line Items] | ||||||
Non-revolving line of credit | 2,818,593 | 5,110,018 | ||||
Line of credit, noncurrent | 537,831 | 475,523 | ||||
Line of credit, Unpaid Principal Balance | 4,022,807 | 6,830,914 | ||||
Non-revolving line of credit | Nonrelated party | ||||||
Line of Credit Facility [Line Items] | ||||||
Non-revolving line of credit | 994,033 | 2,124,720 | ||||
Line of credit, noncurrent | 537,831 | 475,523 | ||||
Non revolving lines of credit, March 28 2024 | Related party | ||||||
Line of Credit Facility [Line Items] | ||||||
Related party line of credit, net, Current | 1,000,000 | |||||
Related party, Unpaid Principal Balance | $ 1,000,000 | |||||
Interest rate | 12% | |||||
Maturity date | Sep. 24, 2024 | |||||
Secured loan amount | $ 1,000,000 | |||||
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 | 537,831 | 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 | $ 994,033 | $ 2,124,720 | ||||
Line of credit, Unpaid Principal Balance | $ 1,100,000 | $ 2,200,000 | ||||
Interest rate | 12% | 12% | ||||
Maturity date | Aug. 13, 2024 | 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 | 1,824,560 | 2,985,298 | ||||
Line of credit, noncurrent | 1,595,620 | |||||
Revolving lines of credit, December 14, 2023 | Related party | ||||||
Line of Credit Facility [Line Items] | ||||||
Related party line of credit, net, Long Term | 1,595,620 | |||||
Related party, Unpaid Principal Balance | $ 2,500,000 | |||||
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 | 1,824,560 | 2,985,298 | ||||
Line of credit, Unpaid Principal Balance | $ 2,122,807 | $ 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) | 6 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 28, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | 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 | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 12, 2023 USD ($) shares | Aug. 15, 2023 $ / shares | Oct. 27, 2022 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||||
Shares issued for debt conversion (in shares) | shares | 127,124 | 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 | 7,522,807 | |||||||||||||||
Long-term Debt | 5,952,044 | |||||||||||||||
Related Party | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Related party, Unpaid Principal Balance | 3,500,000 | 2,266,733 | ||||||||||||||
Non-revolving line of credit | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Value of loan conversion | $ 101,699.83 | 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 | $ 374,000 | 1,106,473 | 2,300,899 | |||||||||||||
Line of Credit, Interest rate | 12% | |||||||||||||||
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 | 310,009 | $ 446,764 | ||||||||||||||
Days until maturity | 18 months | |||||||||||||||
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 | |||||||||||||||
2023 Secured Loan | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 4,000,000 | |||||||||||||||
Line of credit | $ 800,000 | $ 3,262,817 | ||||||||||||||
Maximum amount outstanding | $ 2,328,617 | |||||||||||||||
Line of Credit, Interest rate | 12% | |||||||||||||||
Number of aggregate warrants | shares | 369,517 | 209,398 | ||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.33 | |||||||||||||||
Aggregate loan amount | $ 2,266,733 | |||||||||||||||
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 | |||||||||||||||
Conversion price | $ / shares | $ 0.80 | $ 0.80 | ||||||||||||||
Number of aggregate warrants | shares | 209,398 | |||||||||||||||
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 | 861,333 | 3,214,769 | ||||||||||||||
Interest expense | 576,229 | 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 $1.0M Line of Credit | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit | 1,001,000 | $ 0 | ||||||||||||||
Line of Credit, Interest rate | 12% | |||||||||||||||
Interest expense | 1,000 | 0 | ||||||||||||||
Days until maturity | 180 days | |||||||||||||||
Excel $1.0M Line of Credit | Excel Family Partners, LLLP | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 1,000,000 | |||||||||||||||
GemCap Revolving Line of Credit | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 4,000,000 | $ 6,000,000 | ||||||||||||||
Line of credit | 2,147,821 | 3,757,074 | ||||||||||||||
Line of credit, Accordion feature | $ 10,000,000 | |||||||||||||||
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 | 707,962 | 714,740 | ||||||||||||||
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 | |||||||||||||||
Excel Revolving Line of Credit | Excel Family Partners, LLLP | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 2,200,000 | |||||||||||||||
Maximum amount outstanding | $ 0 | |||||||||||||||
Excel Revolving Line of Credit Agreement | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit | 2,519,396 | $ 0 | ||||||||||||||
Interest expense | 118,284 | $ 0 | ||||||||||||||
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 | |||||||||||||||
Amended Warrant Exercise Price | Excel Family Partners, LLLP | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Proceeds from board member and related party | $ 167,518.40 | |||||||||||||||
Excel Family Partners, LLLP | 2023 Secured Loan | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Maximum borrowing capacity | $ 2,650,000 |
DEBT - Interest Expenses of Lin
DEBT - Interest Expenses of Lines of Credit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discounts | $ 924,766 | $ 1,244,329 | ||
Convertible debentures. | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 194,922 | $ 332,516 | 513,444 | 672,895 |
Amortization of debt discounts | 528,168 | 582,994 | 1,200,041 | 1,244,329 |
Total | $ 723,090 | $ 915,510 | $ 1,713,485 | $ 1,917,224 |
DEBT - Maturities (Details)
DEBT - Maturities (Details) | Mar. 31, 2024 USD ($) |
Line of Credit Facility [Abstract] | |
2024 | $ 4,222,807 |
2025 | 3,300,000 |
Lines of credit, related and non-related party | 7,522,807 |
Less: Debt discount on lines of credit payable | (1,570,763) |
Total Lines of credit payable, related and non-related party, net | $ 5,952,044 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 6 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingencies | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Five Hundred Limited | ||
Amount paid for programming services | $ 145,500 | $ 219,400 |
Related party | Non Revolving Lines Of Credit May 31 2023 [Member] | Excel Family Partners, LLLP | ||
Maximum borrowing capacity | $ 1,000,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2023 | Sep. 21, 2022 | Dec. 31, 2023 | Mar. 31, 2024 | Sep. 30, 2023 | Aug. 15, 2023 | Mar. 31, 2023 | |
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 | 71,173,736 | 65,620,151 | |||||
Common stock, shares outstanding | 71,173,736 | 65,620,151 | |||||
Shares issued for vested RSU | 292,117 | ||||||
Number of shares issued in connection with the exercise of warrants. | 1,850,874 | ||||||
Shares to be issued for loan conversion | 127,124 | 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 | $ 101,699.83 | |||||
Non-revolving line of credit | Mr. Cassidy | |||||||
Value of loan conversion | $ 2,328,617 | ||||||
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 | 71,173,736 | 56,381,209 | |||||
Common stock, shares outstanding | 71,173,736 | 56,381,209 | |||||
Shares issued for consulting fee | 311,889 | 311,889 | |||||
Stock issued during period, shares, restricted stock award | 60,810 | ||||||
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 ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 | (346,297) | |
Forfeited | (355,911) | |
Outstanding at the end | 8,213,763 | 8,849,305 |
Exercisable | 7,419,609 | |
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 | 4.73 | |
Forfeited | 2.70 | |
Outstanding at the end | 3.82 | $ 3.84 |
Exercisable | $ 3.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term, outstanding | 5 years 8 months 1 day | 6 years 4 months 6 days |
Exercisable | 5 years 4 months 9 days | |
Grants | $ 360 | |
Forfeited | 72 | |
Outstanding at the end | $ 288 |
STOCK OPTIONS, RESTRICTED STO_4
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Stock options (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Sep. 30, 2023 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | ||
Exercise price | $ 3.82 | $ 3.84 |
Number of options | 8,213,763 | 8,849,305 |
Weighted average remaining life in years remaining life in years | 5 years 8 months 1 day | 6 years 4 months 6 days |
Options exercisable number of options | 7,419,609 |
STOCK OPTIONS, RESTRICTED STO_5
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Fair value of options (Details) | 6 Months Ended |
Mar. 31, 2024 $ / 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 ($) | 6 Months Ended | ||||||
Mar. 15, 2024 | Jan. 01, 2024 | Jul. 01, 2023 | Jan. 03, 2023 | Sep. 22, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units | |||||||
Restricted Stock Units | |||||||
Outstanding beginning of period | 860,754 | ||||||
Grants | 140,000 | 54,393 | 212,004 | 890,000 | 3,805,000 | ||
Vested | (222,281) | ||||||
Outstanding end of period | 4,443,473 | ||||||
Weighted Average Fair Value | |||||||
Outstanding beginning of period | $ 5.30 | ||||||
Outstanding end of period | $ 1.23 | ||||||
Aggregate Intrinsic Value | |||||||
Outstanding beginning of period | $ 427,795 | ||||||
Outstanding end of period | $ 1,647,897 | ||||||
Total pretax intrinsic value | $ 0.37 | $ 5.75 | |||||
Restricted Stock Units RSU, One | |||||||
Restricted Stock Units | |||||||
Grants | 3,065,000 | ||||||
Restricted Stock Units RSU, Two | |||||||
Restricted Stock Units | |||||||
Grants | 600,000 |
STOCK OPTIONS, RESTRICTED STO_7
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS - Warrant activity (Details) | 6 Months Ended |
Mar. 31, 2024 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 | $ 5.74 |
Issued | 0.80 |
Exercised | 0.80 |
Outstanding at ending | $ 3.96 |
STOCK OPTIONS, RESTRICTED STO_8
STOCK OPTIONS, RESTRICTED STOCK UNITS (RSUs) AND WARRANTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 15, 2024 | Jan. 01, 2024 | Jul. 01, 2023 | Jan. 03, 2023 | Sep. 22, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 14, 2023 | Sep. 30, 2023 | |
Stock price (in dollars per share) | $ 1 | ||||||||||||
Value of shares issued | $ 1,271,070 | $ 1,287,390 | $ 2,475,807 | $ 1,790,807 | |||||||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 5,137,630 | $ 5,137,630 | |||||||||||
Weighted average period over which expense is expected to be recognized | 29 months 3 days | ||||||||||||
Stock-based compensation expense | $ 1,658,417 | $ 3,298,273 | |||||||||||
Debt discount | 1,003,125 | ||||||||||||
Warrants issued for severance | $ 78,966 | ||||||||||||
Exercise price (in dollars per share) | $ 3.96 | $ 3.96 | $ 5.74 | ||||||||||
Aggregate exercise price | $ 6,866,699 | $ 6,866,699 | $ 5,592,573 | ||||||||||
Mr. Cassidy | Maximum | |||||||||||||
Number of aggregate warrants | 786,482 | ||||||||||||
Options | |||||||||||||
Stock price (in dollars per share) | $ 0.37 | $ 5.75 | $ 0.37 | $ 5.75 | |||||||||
Amount of total compensation cost related to nonvested awards not yet recognized | $ 2,382,770 | $ 2,382,770 | |||||||||||
Weighted average period over which expense is expected to be recognized | 26 months 15 days | ||||||||||||
Restricted Stock Units | |||||||||||||
Vesting rights, percentage | 100% | ||||||||||||
Vesting period | 1 year | 3 years | |||||||||||
Grants | 140,000 | 54,393 | 212,004 | 890,000 | 3,805,000 | ||||||||
Stock price (in dollars per share) | $ 2.39 | $ 6.23 | $ 5 | ||||||||||
Vested | (222,281) | ||||||||||||
Stock-based compensation expense | $ 702,979 | $ 766,418 | |||||||||||
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 | ||||||||||||
Restricted Stock Units RSU, One | |||||||||||||
Grants | 3,065,000 | ||||||||||||
Stock price (in dollars per share) | $ 0.50 | ||||||||||||
Restricted Stock Units RSU, One | Tranche One | |||||||||||||
Vesting rights, percentage | 50% | ||||||||||||
Vesting period | 2 years | ||||||||||||
Restricted Stock Units RSU, One | Tranche Two | |||||||||||||
Vesting rights, percentage | 12.50% | ||||||||||||
Vesting period | 1 year | ||||||||||||
Restricted Stock Units RSU, Two | |||||||||||||
Vesting period | 4 years | ||||||||||||
Grants | 600,000 | ||||||||||||
Stock price (in dollars per share) | $ 0.50 | ||||||||||||
Amended Warrant Exercise Price | |||||||||||||
Number of aggregate warrants | 4,055,240 | ||||||||||||
Exercise price (in dollars per share) | $ 0.80 | ||||||||||||
Proceeds from board member and related party | $ 983,851 | ||||||||||||
Aggregate number of shares | 1,850,874 | 1,850,874 | |||||||||||
Aggregate exercise price | $ 1,480,699 | $ 1,480,699 | |||||||||||
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) | Mar. 31, 2024 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) - Subsequent event - Non-Revolving LOC loan May 13, 2022, Amendment Two | Apr. 18, 2024 USD ($) payment | Apr. 17, 2024 |
Days until maturity | 32 months | 18 months |
Principal amount | $ 110,000 | |
Line of credit, Accrued interest | 11,000 | |
Line of Credit, Periodic payment | $ 121,000 | |
Number of monthly payments | payment | 9 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (7,570,633) | $ (5,285,402) | $ (9,817,117) | $ (5,259,439) | $ (12,856,035) | $ (15,076,556) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Mar. 31, 2024 | |
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 |