Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Alliance MMA, Inc. | |
Entity Central Index Key | 1,674,227 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | AMMA | |
Entity Common Stock, Shares Outstanding | 9,404,462 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 2,897,199 | $ 4,678,473 |
Accounts receivable, net of allowance for doubtful accounts of $0 as of March 31, 2017 and December 31, 2016 | 198,573 | 8,450 |
Prepaid expenses | 116,466 | 134,852 |
Total current assets | 3,212,238 | 4,821,775 |
Property and equipment, net | 157,543 | 122,312 |
Intangible assets, net | 6,862,288 | 5,780,213 |
Goodwill | 3,755,179 | 3,271,815 |
TOTAL ASSETS | 13,987,248 | 13,996,115 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 709,283 | 284,361 |
Total current liabilities | 709,283 | 284,361 |
TOTAL LIABILITIES | 709,283 | 284,361 |
Commitments and contingencies (Note 8) | ||
Stockholders' Equity: | ||
Preferred Stock, $.001 par value; 5,000,000 shares authorized at March 31, 2017 and December 31, 2016; no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value; 45,000,000 shares authorized at March 31, 2017 and December 31, 2016; 9,404,462 and 9,022,308 shares issued and outstanding, respectively | 9,404 | 9,022 |
Additional paid-in capital | 20,184,244 | 18,248,582 |
Accumulated deficit | (6,915,683) | (4,545,850) |
TOTAL STOCKHOLDERS’ EQUITY | 13,277,965 | 13,711,754 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 13,987,248 | $ 13,996,115 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 0 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares, Issued | 9,404,462 | 9,022,308 |
Common Stock, Shares, Outstanding | 9,404,462 | 9,022,308 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue, net | $ 754,830 | $ 0 |
Cost of revenue | 470,572 | 0 |
Gross profit | 284,258 | 0 |
Operating expenses: | ||
General and administrative | 2,225,404 | 14,276 |
Professional and consulting fees | 428,288 | 102,411 |
Total operating expenses | 2,653,692 | 116,687 |
Loss from operations | (2,369,434) | (116,687) |
Other expense | 399 | 0 |
Loss before provision for income taxes | (2,369,833) | (116,687) |
Provision for income taxes | 0 | 0 |
Net loss | $ (2,369,833) | $ (116,687) |
Net loss per share, basic and diluted | $ (0.25) | $ (0.02) |
Weighted average shares used to compute net loss per share, basic and diluted | 9,344,226 | 5,289,136 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes In Stockholders' Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2015 | $ (381,167) | $ 0 | $ 5,289 | $ 0 | $ (386,456) |
Beginning Balance (in shares) at Dec. 31, 2015 | 0 | 5,289,136 | |||
Issuance of common stock related to IPO, net | 8,901,188 | $ 0 | $ 2,222 | 8,898,966 | 0 |
Issuance of common stock related to IPO, net (in shares) | 0 | 2,222,308 | |||
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets | 6,198,889 | $ 0 | $ 1,378 | 6,197,511 | 0 |
Issuance of common stock related to acquisition of Initial Business Units and Acquired Assets (in shares) | 0 | 1,377,531 | |||
Issuance of common stock related to acquisition of Iron Tiger Fight Series | 506,665 | $ 0 | $ 133 | 506,532 | 0 |
Issuance of common stock related to acquisition of Iron Tiger Fight Series (in shares) | 0 | 133,333 | |||
Stock based compensation related to common stock issued to non-employees by an affiliate | 2,595,000 | $ 0 | $ 0 | 2,595,000 | 0 |
Stock based compensation related to common stock issued to non-employees by an affiliate (in shares) | 0 | 0 | |||
Stock based compensation related to employee stock option grants | 50,573 | $ 0 | $ 0 | 50,573 | 0 |
Net loss | (4,159,394) | 0 | 0 | 0 | (4,159,394) |
Ending Balance at Dec. 31, 2016 | 13,711,754 | $ 0 | $ 9,022 | 18,248,582 | (4,545,850) |
Ending Balance (in shares) at Dec. 31, 2016 | 0 | 9,022,308 | |||
Stock based compensation related to employee stock option grants | 319,729 | $ 0 | $ 0 | 319,729 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch | 1,328,847 | $ 0 | $ 307 | 1,328,540 | 0 |
Issuance of common stock and warrant related to acquisition of SuckerPunch (in shares) | 0 | 307,487 | |||
Issuance of common stock related to acquisition of Fight Time Promotions | 287,468 | $ 0 | $ 75 | 287,393 | 0 |
Issuance of common stock related to acquisition of Fight Time Promotions (in shares) | 0 | 74,667 | |||
Net loss | (2,369,833) | $ 0 | $ 0 | 0 | (2,369,833) |
Ending Balance at Mar. 31, 2017 | $ 13,277,965 | $ 0 | $ 9,404 | $ 20,184,244 | $ (6,915,683) |
Ending Balance (in shares) at Mar. 31, 2017 | 0 | 9,404,462 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,369,833) | $ (116,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 319,729 | 0 |
Amortization of acquired intangibles | 517,376 | 0 |
Depreciation of fixed assets | 22,920 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (190,123) | 0 |
Deferred offering cost | 0 | (15,500) |
Prepaid expenses | 18,386 | 0 |
Accounts payable and accrued liabilities | 424,922 | 9,986 |
Net cash used in operating activities | (1,256,623) | (122,201) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of SuckerPunch | (357,500) | 0 |
Purchase of Fight Time Promotions | (84,000) | 0 |
Purchase of Sheffield video library | (25,000) | 0 |
Purchase of fixed assets | (58,151) | 0 |
Net cash used in investing activities | (524,651) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 0 | 122,201 |
Proceeds from issuance of common stock to founders | 0 | 0 |
Net cash provided by financing activities | 0 | 122,201 |
NET DECREASE IN CASH | (1,781,274) | 0 |
CASH - BEGINNING OF PERIOD | 4,678,473 | 0 |
CASH - END OF PERIOD | 2,897,199 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued in conjunction with acquisition of SuckerPunch and Fight Time Promotions | $ 1,616,315 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Description of Business and Basis of Presentation Nature of Business Alliance MMA, Inc. (“Alliance” or the “Company”) was formed in Delaware on February 12, 2015 to acquire companies in the mixed martial arts (“MMA”) industry. On September 30, 2016, Alliance completed the first tranche of its initial public offering and acquired the assets and assumed certain liabilities of six companies, consisting of five promoters and a ticketing platform for MMA events. In October 2016, GFL Acquisition, Co., Inc., a wholly-owned subsidiary of Alliance, merged with a seventh company, Go Fight Net, Inc., which produces and distributes MMA video entertainment. The respective acquired businesses of the seven companies are referred to in these Notes as the “Initial Business Units”. Initial Business Units Promotions · CFFC Promotions, LLC · Hoosier Fight Club Promotions, LLC · Punch Drunk Inc., also known as Combat Games MMA · Bang Time Entertainment, LLC DBA Shogun Fights · V3, LLC Ticketing Platform · CageTix LLC Video Production and Distribution · Go Fight Net, Inc. Acquired Assets Following the completion of its initial public offering, Alliance acquired the following assets: · all rights in the existing MMA and kickboxing video libraries of Louis Neglia’s Martial Arts Karate, Inc. related to the Louis Neglia’s Ring of Combat and Louis Neglia’s Kickboxing events and shows, a right of first refusal to acquire the rights to all future Louis Neglia MMA and kickboxing events; and · the MMA and video library of Hoss Promotions, LLC related to certain CFFC events. The Neglia and Hoss video libraries are referred to in these Notes as the “Acquired Assets”. Subsequent Acquisitions Following the acquisition of the Initial Business Units, the Company acquired (i) the Ohio-based MMA promotion business of Ohio Fitness and Martial Arts, LLC d/b/a Iron Tiger Fight Series on December 9, 2016, (ii) Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment, a leading fighter management and marketing company on January 4, 2017 and (iii) the MMA promotion business of Fight Time Promotions, LLC (collectively, the “Subsequent Acquisitions”) on January 18, 2017. Description of Businesses The following is a description of each of the Initial Business Units, the Acquired Assets and the Subsequent Acquisitions: CFFC Promotions, LLC Based in Atlantic City, New Jersey, CFFC was founded in 2011 and has promoted over 58 professional MMA events, primarily in New Jersey and Pennsylvania. Ranked in the top 10 of all regional MMA promotions, CFFC currently airs on the CBS Sports Network as well as www.gfl.tv and has sent 23 fighters to the UFC. Devon Mathiesen serves as General Manager of CFFC. Hoosier Fight Club Promotions, LLC Based in the Chicago metropolitan area, HFC was founded in 2009 and has promoted over 26 events, including the first sanctioned event in Indiana in January, 2010. HFC has sent or promoted eight fighters to the UFC and several to Invicta Fighting Championships. HFC’s Danielle Vale serves as General Manager in the Chicago area market. Punch Drunk, Inc. d/b/a COmbat GAmes MMA Based in Kirkland, Washington, COGA was founded in 2009 and has promoted over 46 shows primarily in Washington State. COGA frequently airs on ROOT Sports Pacific Northwest regional network as well as www.gfl.tv. COGA’s founder Joe DeRobbio serves as General Manager for the Pacific Northwest region. Bang Time Entertainment LLC d/b/a Shogun Fights Based in Baltimore, Maryland, Shogun was founded in 2008 and has promoted 14 fights at the Royal Farms Arena in Baltimore, the same venue that hosted UFC 174 in April of 2014. A premier mid-Atlantic regional MMA promotion, Shogun Fights currently airs on Comcast Sportsnet as well as www.gfl.tv. Shogun’s founder John Rallo serves as General Manager our for the mid-Atlantic region. V3, LLC Based in Memphis, Tennessee, V3 Fights was founded in 2009 and has promoted 45 events primarily at event centers in Memphis, Tennessee and elsewhere in Tennessee, Mississippi and Alabama. V3 Fights is the mid-South’s premier MMA promotion and has been broadcast live on Comcast Sports South as well as www.ustream.com, www.YouTube.com. V3 Fights founder Nick Harmeier serves as General Manager for the mid-South region. Go Fight Net, Inc. Founded in 2010, Go Fight Net operates “GoFightLive” or “GFL” a sports media and technology platform focusing exclusively on the combat sports marketplace. With a media library containing 11,000 titles comprising approximately 10,000 hours of unique video content, and the addition of approximately 1,200 hours of new original content annually, GFL maintains the largest continuously growing database of MMA events, fighters, and fight videos in the world. The GFL fighter database contains information on over 25,000 professional and amateur combat sports fighters and over 18,000 fights. GFL combines proprietary technology with content production and acquisition to deliver diverse and compelling content to a global audience. GFL’s content is distributed globally in all broadcast media through its proprietary distribution platform via cable/satellite, Internet, IPTV and mobile protocols. The GFL platform utilizes GFL’s proprietary scalable online master control technology that enables viewers using a broad range of devices and formats to obtain large amounts of video and other content. GFL broadcasts an average of 450 live events annually (having broadcast 2,500 events since inception) to viewers in over 175 countries. GFL has produced 150 episodes of the GoFightLiveTM “real fights” series airing weekly on Comcast Sports Net, SNY and other networks globally. CageTix LLC Founded in 2009 by Jay Schneider, a seasoned MMA event promoter, CageTix is the first group sales service to focus specifically on the MMA industry. CageTix is intended to be complementary to any existing ticket service such as Ticketmaster or box office sales used by a promotion. CageTix presently services the industry’s top international mixed martial arts events including Legacy, RFA, Bellator MMA, King of the Cage, and Glory. Since its inception, CageTix has sold tickets for over 1200 MMA events and currently services 64 MMA promotions operating in 106 cities. In 2014, CageTix sold 15,883 tickets to 6,391 customers. Formerly the founder of Victory Fighting Championships, Jay Schneider is a member of the Nebraska Athletic Commission and was a senior columnist for Ultimate MMA magazine under the pen name ‘Victory Jay’ for over a decade. Jay Schneider serves as Vice President. Iron Tiger Fight Series Based in Bellfountain, Ohio, IT was founded in 1995 and has promoted 69 professional MMA events in various locations throughout Ohio. IT has sent or promoted 10 fighters to the UFC and several to Bellator. IT’s Scott Sheeley serves as General Manager of IT. SuckerPunch Based in Northern Virginia, SuckerPunch manages professional MMA fighters, including current UFC feather weight champion Max Holloway. Fight Time Productions Based in Ft. Lauderdale, Florida, Fight Time has promoted 36 professional MMA events in Miami, Florida. Fight Time is South Florida’s premier MMA promotion and was founded by the late Howard Davis and Karla Guadamuz who serves as General Manager. Hoss Promotions, LLC An affiliate of CFFC, Hoss owned the intellectual property rights to approximately 30 MMA events promoted by CFFC. The Company has acquired the exclusive rights to the Hoss fighter library, which covers approximately 100 hours of video content. Ring of Combat, LLC Based in Brooklyn, New York, and founded by MMA icon and three-time World Kickboxing Champion Louis Neglia (34-2), Ring of Combat is currently ranked as the No. 4 regional promotion in the world by Sherdog.com, a website devoted to the sport of mixed martial arts that is owned indirectly by Evolve Media, LLC. The Company acquired the exclusive rights to the Ring of Combat fighter library, which includes professional MMA, amateur, and kickboxing events and covers approximately 200 hours of video content. Ring of Combat has sent approximately 90 fighters to the UFC. The Company additionally secured the media rights to all future Ring of Combat promotions. Sheffield Recordings Limited, Inc. A service provider of Shogun, Sheffield owned the intellectual property rights of events promoted by Shogun. The Company has acquired the exclusive rights to the Sheffield fight library for $ 50,000 25,000 25,000 5,556 Basis of Presentation and Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements as of March 31, 2017 and 2016, and for the three months then ended, have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) for interim financial information. The amounts as of December 31, 2016 have been derived from the Company’s annual audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These financial statements should be read in conjunction with the annual audited financial statements and notes thereto as of and for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, the assessment of the recoverability of goodwill, likelihood and range of possible losses on contingencies, valuation and recognition of stock-based compensation expense, recognition and measurement of current and deferred income tax assets and liabilities, assessment of unrecognized tax benefits, among others. Actual results could differ from those estimates. Liquidity and Going Concern Liquidity The Company incurred a net loss of $ 2.4 6.9 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies There have been no significant changes in the Company’s significant accounting policies during the three months ended March 31, 2017, as compared to the significant accounting policies described in the Form 10-K with the exception of the fighter commission revenue recognition policy disclosed below. Promotion Revenue The Company records revenue from ticket sales and sponsorship income upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for fight promotion and entertainment services to be provided in the next fiscal year. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining amount to the promoter upon completion of the event or request for advance from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. Distribution Revenue The Company acts as a producer, distributor and licensor of video content. The Company’s online video content is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment to credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company records revenue net of a fee for the credit card processing cost per transaction. The Company maintains all revenues from videos the Company films and distribute a profit share, typically 50% to promoters who use our streaming services. The Company generates revenues from video production services, and books this revenue upon completion of the video production project. The Company generates revenues from licensing the rights to videos to networks overseas and domestically, and books revenue upon delivery of content. To the extent there are issues (i) watching a video (ii) with our production services or (iii) with the quality of a video we send out for distribution to a network we would issue a partial or full refund based on the circumstances. Given the nature of our business, these refund requests come within days of delivery, thus we would not anticipate any refund request in excess of 30 days from a PPV purchase, a license delivery or video production performance. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. For public entities, Update 2014-15 was effective for annual reporting periods ending after December 15, 2016. The Company adopted this update in 2016 resulting in no impact on its consolidated results of operations, financial position, cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this new standard. In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this update effective January 1, 2017. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-04 to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Classifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date of the ASU only when the transaction has not been reported in financial statements that have been issued. The Company chose to early adopt this standard effective for the year ended December 31, 2016. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Property and Equipment March 31, December 31, 2017 2016 Promotion equipment $ 31,393 $ 31,393 Production equipment 61,209 61,209 Equipment, furniture and other 100,811 42,660 Total property and equipment 193,413 135,262 Less accumulated depreciation and amortization (35,870) (12,950) Total property and equipment, net $ 157,543 $ 122,312 Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 was $ 22,920 0 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combination Disclosure [Text Block] | Note 4. Acquisitions The Company completed the following acquisitions during the three months ended March 31, 2017: SuckerPunch On January 4, 2017, the Company acquired the stock of Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment, a leading fighter management and marketing company, for an aggregate purchase price of $ 1,686,347 357,500 1,146,927 307,487 3.73 and $ 181,920 93,583 Fight Time On January 18, 2017, the Company acquired the mixed martial arts promotion business of Fight Time Promotions, LLC (“Fight Time”) for an aggregate consideration of $ 371,468 84,000 287,468 74,667 3.85 The acquisitions of SuckerPunch and Fight Time Promotions have been accounted for as business acquisitions, under the acquisition method of accounting. Preliminary Purchase Allocation SuckerPunch Cash Shares Warrant Consideration SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 In connection with the acquisition, 108,289 307,487 265,000 108,289 SuckerPunch Cash $ Accounts receivable, net Intangible assets 1,525,584 Goodwill 160,763 Total identifiable assets $ 1,686,347 Total identifiable liabilities Total purchase price $ 1,686,347 Preliminary Purchase Allocation Fight Time Promotions As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Fight Time Promotions $ 84,000 74,667 $ 371,468 In connection with the business acquisition, 28,000 74,667 60,000 28,000 The following table reflects the preliminary allocation of the purchase price for the business of the Fight Time to identifiable assets and preliminary pro forma intangible assets and goodwill: Cash Accounts receivable Intangible assets 48,867 Goodwill 322,601 Total identifiable assets 371,468 Total identifiable liabilities Total purchase price 371,468 Under acquisition accounting, assets and liabilities acquired are recorded at their fair value on the acquisition date, with any excess in purchase price over these values being allocated to identifiable intangible assets and goodwill at March 31, 2017. Goodwill Balance as of December 31, 2016 $ 3,271,815 Goodwill Fight Time Promotions 322,601 Goodwill Sucker Punch 160,763 Balance as of March 31, 2017 $ 3,755,179 Intangible Assets Useful Intangible assets Life Total Video library, intellectual property 5 years $ 3,537,741 Venue contracts 3 years 1,966,400 Brand 3 years 373,867 Ticketing software 3 years 360,559 Fighter contracts 1,525,584 Total intangible assets, gross $ 7,764,151 Accumulated amortization (901,863) Total intangible assets, net $ 6,862,288 Amortization expense for the three months ended March 31, 2017 and 2016, was $ 517,376 0 March 2017 $ 1,579,764 2018 2,106,352 2019 1,905,355 2020 715,572 2021 536,911 Thereafter 18,334 $ 6,862,288 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Text Block] | Note 5. Commitments and Contingencies Operating Leases We do not own any real property. Our principal executive offices are located at an office complex in New York, New York, which includes approximately twenty thousand square feet of shared office space and services that we are leasing. The lease had an original one-year term that commenced on December 1, 2015, which was renewed until November 30, 2017. The lease allows for the limited use of private offices, conference rooms, mail handling, videoconferencing, and certain other business services. In November 2016, we entered a sublease agreement for office and video production space in Cherry Hill, New Jersey. The lease expires on June 30, 2019 Each of the other Initial Business Units is operated from home offices or shared office space arrangements. Rent expense was $ 29,137 0 Contingencies In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of March 31, 2017, the Company was not involved in any legal proceedings. In April and May 2017, two purported securities class action complaints Shapiro v. Alliance MMA, Inc. Shulman v. Alliance MMA, Inc. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6. Stockholders’ Equity On December 19, 2016, the Board of Directors of the Company awarded stock option grants under the 2016 Equity Incentive Plan to four employees to acquire an aggregate of 200,000 10 3.56 497,840 On January 4, 2017, in connection with the acquisition of SuckerPunch, the Company entered an employment agreement with Bryan Hamper as Managing Director. Mr. Hamper was awarded a warrant to acquire 93,583 10 3.74 181,920 On February 1, 2017, the Company entered into an employment agreement with 100,000 5 3.55 247,882 On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 The warrant has an exercise price of $ 4.50 The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants as of March 31, 2017 are: Warrant Grants Stock Option / Grants Number of Shares Weight-Average Number of Shares Subject Weighted-Average Balance at December 31, 2016 222,230 7.43 200,000 $ 4.50 Granted 343,583 4.29 300,000 3.56 Exercised Forfeited Balance at March 31, 2017 565,813 5.53 500,000 $ 3.93 Exercisable at March 31, 2017 315,813 N/A 100,000 N/A As of March 31, 2017 and 2016, the total unrecognized expense for unvested stock options, net of expected forfeitures, was $ 739,745 0 three |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 7. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option grants. Three Months Ended 2017 2016 Net loss $ (2,369,833) $ (116,687) Weighted-average common shares used in computing net loss per share, basic and diluted 9,344,226 5,289,136 Net loss per share, basic and diluted $ (0.25) $ (0.02) Three Months Ended 2017 2016 Stock options (exercise price $3.55 - $4.50 per share) 500,000 NA Warrants (exercise price $4.50 - $7.43) 565,813 NA Total common stock equivalents 1,065,813 NA |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8. Income Taxes The Company recorded no income tax provision for the three months ended March 31, 2017 and 2016, as the Company has incurred losses for these periods. Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has established a full valuation allowance as it is more likely than not that the tax benefits will not be realized as of March 31, 2017. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9. Subsequent Events On May 2, 2017, the Company entered into an Asset Purchase Agreement pursuant to which it acquired the mixed martial arts promotion business of Undisputed Productions, LLC, doing business as National Fighting Championships or NFC (“NFC”). The purchase price for the acquisition was approximately $ 512,000 140,000 $ 372,000 273,304 81,991 100,000 81,991 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Promotion Revenue The Company records revenue from ticket sales and sponsorship income upon the successful completion of the related event, at which time services have been deemed rendered, the sales price is fixed and determinable and collectability is reasonably assured. Customer deposits consist of amounts received from the customer for fight promotion and entertainment services to be provided in the next fiscal year. The Company receives these funds and recognizes them as a liability until the services are provided and revenue can be recognized. Ticket Service Revenue The Company acts as an agent for ticket sales for promoters and records revenue upon receipt of cash from the credit card companies. The Company charges a fee per transaction for collecting the cash on ticket sales and remits the remaining amount to the promoter upon completion of the event or request for advance from the promoter. The Company’s fee is non-refundable and is recognized immediately as it is not tied to the completion of the event. The Company recognizes revenue upon receipt from the credit card companies due to the following: the fee is fixed and determined and the service of collecting the cash for the promoter has been rendered and collection has occurred. Fighter Commission Revenue The Company records fighter commission revenue upon the completion of the contracted athlete’s related event, at which time the fighter’s services have been deemed rendered, the contractual amount due to the fighter is known and the commission due to the Company related to these activities is fixed and determinable and collectability is reasonably assured. Distribution Revenue The Company acts as a producer, distributor and licensor of video content. The Company’s online video content is offered on a pay per view (“PPV”) basis. The Company records revenue on PPV transactions upon receipt of payment to credit processing partners. The Company charges viewers a fee per PPV purchase transaction for entitling a viewer to watch the desired video. The Company records revenue net of a fee for the credit card processing cost per transaction. The Company maintains all revenues from videos the Company films and distribute a profit share, typically 50% to promoters who use our streaming services. The Company generates revenues from video production services, and books this revenue upon completion of the video production project. The Company generates revenues from licensing the rights to videos to networks overseas and domestically, and books revenue upon delivery of content. To the extent there are issues (i) watching a video (ii) with our production services or (iii) with the quality of a video we send out for distribution to a network we would issue a partial or full refund based on the circumstances. Given the nature of our business, these refund requests come within days of delivery, thus we would not anticipate any refund request in excess of 30 days from a PPV purchase, a license delivery or video production performance. |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), and since May 2014 the FASB has issued amendments to this new guidance, which collectively provides guidance for revenue recognition. ASU 2014-09 is effective for the Company beginning January 1, 2018 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Under the new standard, the current practice of many licensing companies of reporting revenues from per-unit royalty based agreements one quarter in arrears would no longer be accepted and instead companies will be expected to estimate royalty-based revenues. The Company is currently evaluating the method of adoption and the resulting impact on the financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) (“Update 2014-15”), which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. For public entities, Update 2014-15 was effective for annual reporting periods ending after December 15, 2016. The Company adopted this update in 2016 resulting in no impact on its consolidated results of operations, financial position, cash flows and disclosures. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases while the accounting by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this new standard. In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted this update effective January 1, 2017. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-04 to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, though early adoption is permitted. The Company is currently assessing the impact of this new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Classifying the Definition of a Business.” This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted for transactions for which the acquisition date occurs before the effective date of the ASU only when the transaction has not been reported in financial statements that have been issued. The Company chose to early adopt this standard effective for the year ended December 31, 2016. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consisted of the following: March 31, December 31, 2017 2016 Promotion equipment $ 31,393 $ 31,393 Production equipment 61,209 61,209 Equipment, furniture and other 100,811 42,660 Total property and equipment 193,413 135,262 Less accumulated depreciation and amortization (35,870) (12,950) Total property and equipment, net $ 157,543 $ 122,312 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Goodwill [Table Text Block] | The change in the carrying amount of goodwill for the three months ended March 31, 2017 is: Balance as of December 31, 2016 $ 3,271,815 Goodwill Fight Time Promotions 322,601 Goodwill Sucker Punch 160,763 Balance as of March 31, 2017 $ 3,755,179 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identified intangible assets consist of the following: Useful Intangible assets Life Total Video library, intellectual property 5 years $ 3,537,741 Venue contracts 3 years 1,966,400 Brand 3 years 373,867 Ticketing software 3 years 360,559 Fighter contracts 1,525,584 Total intangible assets, gross $ 7,764,151 Accumulated amortization (901,863) Total intangible assets, net $ 6,862,288 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of March 2017 $ 1,579,764 2018 2,106,352 2019 1,905,355 2020 715,572 2021 536,911 Thereafter 18,334 $ 6,862,288 |
Sucker Punch [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of SuckerPunch, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Warrant Consideration SuckerPunch $ 357,500 307,487 93,583 $ 1,686,347 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for SuckerPunch to identifiable assets and preliminary pro forma intangible assets and goodwill: SuckerPunch Cash $ Accounts receivable, net Intangible assets 1,525,584 Goodwill 160,763 Total identifiable assets $ 1,686,347 Total identifiable liabilities Total purchase price $ 1,686,347 |
Fight Time Promotions, LLC [Member] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | As consideration for the acquisition of the MMA promotion business of Fight Time, the Company delivered the following amounts of cash and shares of common stock. Cash Shares Consideration Fight Time Promotions $ 84,000 74,667 $ 371,468 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table reflects the preliminary allocation of the purchase price for the business of the Fight Time to identifiable assets and preliminary pro forma intangible assets and goodwill: Cash Accounts receivable Intangible assets 48,867 Goodwill 322,601 Total identifiable assets 371,468 Total identifiable liabilities Total purchase price 371,468 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants as of March 31, 2017 are: Warrant Grants Stock Option / Grants Number of Shares Weight-Average Number of Shares Subject Weighted-Average Balance at December 31, 2016 222,230 7.43 200,000 $ 4.50 Granted 343,583 4.29 300,000 3.56 Exercised Forfeited Balance at March 31, 2017 565,813 5.53 500,000 $ 3.93 Exercisable at March 31, 2017 315,813 N/A 100,000 N/A |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented: Three Months Ended 2017 2016 Net loss $ (2,369,833) $ (116,687) Weighted-average common shares used in computing net loss per share, basic and diluted 9,344,226 5,289,136 Net loss per share, basic and diluted $ (0.25) $ (0.02) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: Three Months Ended 2017 2016 Stock options (exercise price $3.55 - $4.50 per share) 500,000 NA Warrants (exercise price $4.50 - $7.43) 565,813 NA Total common stock equivalents 1,065,813 NA |
Description of Business and B21
Description of Business and Basis of Presentation (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Retained Earnings (Accumulated Deficit) | $ (6,915,683) | $ (4,545,850) | |
Net Income (Loss) Attributable to Parent | (2,369,833) | $ (116,687) | $ (4,159,394) |
Payments to Acquire Intangible Assets | 25,000 | $ 0 | |
Sheffield Fight Library Rights [Member] | |||
Business Combination, Consideration Transferred | 50,000 | ||
Payments to Acquire Intangible Assets | 25,000 | ||
Stock Issued During Period, Value, Purchase of Assets | $ 25,000 | ||
Stock Issued During Period, Shares, Purchase of Assets | 5,556 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Total property and equipment | $ 193,413 | $ 135,262 |
Less accumulated depreciation and amortization | (35,870) | (12,950) |
Total property and equipment, net | 157,543 | 122,312 |
Promotion Equipment [Member] | ||
Total property and equipment | 31,393 | 31,393 |
Production Equipment [Member] | ||
Total property and equipment | 61,209 | 61,209 |
Equipment, Furniture And Other [Member] | ||
Total property and equipment | $ 100,811 | $ 42,660 |
Property and Equipment (Detai23
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Depreciation, Depletion and Amortization | $ 22,920 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Jan. 04, 2017 | Jan. 18, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Sucker Punch [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 357,500 | |||
Shares | 307,487 | 307,487 | ||
Warrant Grant | 93,583 | |||
Consideration Paid | $ 357,500 | $ 1,686,347 | ||
Fight Time Promotions, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 84,000 | |||
Shares | 74,667 | 74,667 | ||
Consideration Paid | $ 84,000 | $ 371,468 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 3,755,179 | $ 3,271,815 |
Fight Time Promotions, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 0 | |
Intangible assets | 48,867 | |
Goodwill | 322,601 | |
Total identifiable assets | 371,468 | |
Total identifiable liabilities | 0 | |
Total purchase price | 371,468 | |
Sucker Punch [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 0 | |
Intangible assets | 1,525,584 | |
Goodwill | 160,763 | |
Total identifiable assets | 1,686,347 | |
Total identifiable liabilities | 0 | |
Total purchase price | $ 1,686,347 |
Acquisitions (Details 2)
Acquisitions (Details 2) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2016 | $ 3,271,815 |
Balance as of March 31, 2017 | 3,755,179 |
Fight Time Promotions, LLC [Member] | |
Goodwill [Line Items] | |
Goodwill | 322,601 |
Balance as of March 31, 2017 | 322,601 |
Sucker Punch [Member] | |
Goodwill [Line Items] | |
Goodwill | 160,763 |
Balance as of March 31, 2017 | $ 160,763 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 7,764,151 | |
Accumulated amortization | (901,863) | |
Total intangible assets, net | $ 6,862,288 | $ 6,862,288 |
Video library, intellectual property [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |
Total intangible assets | $ 3,537,741 | |
Venue contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets | $ 1,966,400 | |
Brand [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets | $ 373,867 | |
Ticketing software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Total intangible assets | $ 360,559 | |
Fighter contracts [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,525,584 |
Acquisitions (Details 4)
Acquisitions (Details 4) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2,017 | $ 1,579,764 | |
2,018 | 2,106,352 | |
2,019 | 1,905,355 | |
2,020 | 715,572 | |
2,021 | 536,911 | |
Thereafter | 18,334 | |
Finite-Lived Intangible Assets, Net | $ 6,862,288 | $ 6,862,288 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) | Jan. 04, 2017 | Jan. 18, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Amortization of Intangible Assets | $ 517,376 | $ 0 | ||||
Gross Profit | $ 284,258 | $ 0 | ||||
Sucker Punch [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 307,487 | 307,487 | ||||
Business Acquisition, Share Price | $ 3.73 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 108,289 | |||||
Payments to Acquire Businesses, Gross | $ 357,500 | $ 1,686,347 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,146,927 | |||||
Sucker Punch [Member] | Warrant [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 93,583 | |||||
Payments to Acquire Businesses, Gross | $ 181,920 | |||||
Sucker Punch [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Gross Profit | $ 265,000 | |||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 108,289 | |||||
Fight Time Promotions, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 74,667 | 74,667 | ||||
Business Acquisition, Share Price | $ 3.85 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 74,667 | 28,000 | ||||
Payments to Acquire Businesses, Gross | $ 84,000 | $ 371,468 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 287,468 | |||||
Fight Time Promotions, LLC [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Gross Profit | $ 60,000 | |||||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 28,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Lease Expiration Term | 1 year | |||
Operating Leases, Rent Expense | $ 29,137 | $ 0 | $ 0 | |
Office and Production Space [Member] | ||||
Lease Expiration Date | Jun. 30, 2019 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jan. 04, 2017 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-Average Exercise Price Per Share, Granted | $ 3.74 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | 200,000 | 200,000 |
Number of Shares Subject to Options, Granted | 300,000 | |
Number of Shares Subject to Options, Exercised | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | |
Number of Shares Subject to Options, Balance ending | 500,000 | |
Number of Shares Subject to Options, Exercisable | 100,000 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ 4.50 | $ 4.50 |
Weighted-Average Exercise Price Per Share, Granted | 3.56 | |
Weighted-Average Exercise Price Per Share, Exercised | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | $ 3.93 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Balance beginning | 222,230 | 222,230 |
Number of Shares Subject to Options, Granted | 343,583 | |
Number of Shares Subject to Options, Exercised | 0 | |
Number of Shares Subject to Options, Forfeited | 0 | |
Number of Shares Subject to Options, Balance ending | 565,813 | |
Number of Shares Subject to Options, Exercisable | 315,813 | |
Weighted-Average Exercise Price Per Share, Balance beginning | $ 7.43 | $ 7.43 |
Weighted-Average Exercise Price Per Share, Granted | 4.29 | |
Weighted-Average Exercise Price Per Share, Exercised | 0 | |
Weighted-Average Exercise Price Per Share, Forfeited | 0 | |
Weighted-Average Exercise Price Per Share, Balance ending | $ 5.53 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 10, 2017 | Feb. 01, 2017 | Jan. 04, 2017 | Dec. 19, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.74 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 181,920 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 739,745 | $ 0 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 93,583 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||
World Wide Holdings [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | ||||||
Chief Financial Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Chief Marketing Officer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.55 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 247,882 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||
Equity Incentive Plan 2016 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.56 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 497,840 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Net loss | $ (2,369,833) | $ (116,687) | $ (4,159,394) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 9,344,226 | 5,289,136 | |
Net loss per share, basic and diluted | $ (0.25) | $ (0.02) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,065,813 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 565,813 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500,000 |
Net Loss per Share (Details Tex
Net Loss per Share (Details Textual) - $ / shares | Jan. 04, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.74 | ||
Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 3.55 | ||
Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 7.43 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | 4.50 | ||
Warrant [Member] | Minimum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4.50 | ||
Warrant [Member] | Maximum [Member] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.43 | ||
Employee Stock Option [Member] | Minimum [Member] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 3.55 | ||
Employee Stock Option [Member] | Maximum [Member] | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May 02, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Gross Profit | $ 284,258 | $ 0 | |
Subsequent Event [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 81,991 | ||
Subsequent Event [Member] | Undisputed Productions, LLC [Member] | |||
Business Combination, Consideration Transferred | $ 512,000 | ||
Payments to Acquire Businesses, Gross | 140,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 372,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 273,304 | ||
Gross Profit | $ 100,000 | ||
Business Acquisition Equity Interest, Issued Number Of Shares, Forfeited | 81,991 |