Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | theMaven, Inc. | ||
Entity Central Index Key | 0000894871 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,478,406 | ||
Entity Common Stock, Shares Outstanding | 230,202,832 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 8,852,281 | $ 2,406,596 |
Restricted cash | 620,809 | 120,693 |
Accounts receivable, net | 16,233,955 | |
Factor receivables, net | 6,130,674 | |
Subscription acquisition costs | 3,142,580 | 17,056 |
Royalty fees, current portion | 15,000,000 | |
Prepayments and other current assets | 4,310,735 | 858,323 |
Total current assets | 48,160,360 | 9,533,342 |
Property and equipment, net | 661,277 | 68,830 |
Operating lease right-of-use assets | 3,980,649 | |
Platform development, net | 5,892,719 | 4,707,956 |
Royalty fees, net of current portion | 26,250,000 | |
Subscription acquisition costs, net of current portion | 3,417,478 | |
Acquired and other intangible assets, net | 91,404,144 | 15,403,758 |
Other long-term assets | 1,085,287 | 119,630 |
Goodwill | 16,139,377 | 7,324,287 |
Total assets | 196,991,291 | 37,157,803 |
Current liabilities: | ||
Accounts payable | 9,580,186 | 4,943,767 |
Accrued expenses and other | 18,686,675 | 2,382,047 |
Line of credit | 1,048,194 | |
Unearned revenues | 32,163,087 | 396,407 |
Subscription refund liability | 3,144,172 | |
Liquidated damages payable | 8,080,514 | 3,647,598 |
Convertible debt | 741,197 | |
Warrant derivative liabilities | 1,644,200 | 1,364,235 |
Embedded derivative liabilities | 13,501,000 | 7,387,000 |
Officer promissory notes | 366,842 | |
Total current liabilities | 87,541,031 | 21,536,090 |
Unearned revenues, net of current portion | 31,179,211 | 252,500 |
Operating lease liabilities, net of current portion | 2,616,132 | |
Deferred rent | 46,335 | |
Other long-term liability | 242,310 | 242,310 |
Convertible debt, net of current portion | 12,497,765 | 7,270,939 |
Officer promissory notes, net of current portion | 319,351 | 313,557 |
Long-term debt | 44,009,745 | |
Total liabilities | 178,405,545 | 29,661,731 |
Commitments and contingencies (Note 26) | ||
Mezzanine equity: | ||
Total mezzanine equity | 55,653,730 | 18,213,992 |
Stockholders' deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 37,119,117 and 35,768,619 shares at December 31, 2019 and 2018, respectively | 371,190 | 357,685 |
Common stock to be issued | 39,383 | 51,272 |
Additional paid-in capital | 35,562,766 | 23,413,077 |
Accumulated deficit | (73,041,323) | (34,539,954) |
Total stockholders' deficiency | (37,067,984) | (10,717,920) |
Total liabilities, mezzanine equity and stockholders' deficiency | 196,991,291 | 37,157,803 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 168,496 | 168,496 |
Series H Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 18,045,496 | 18,045,496 |
Series I Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | 19,699,742 | |
Series J Convertible Preferred Stock [Member] | ||
Mezzanine equity: | ||
Total mezzanine equity | $ 17,739,996 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 37,119,117 | 35,768,619 |
Common stock, shares outstanding | 37,119,117 | 35,768,619 |
Series G Redeemable and Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, liquidation preference value | $ 168,496 | $ 168,496 |
Temporary equity, shares authorized | 1,800 | 1,800 |
Temporary equity, shares issued | 168.496 | 168.496 |
Temporary equity, shares outstanding | 168.496 | 168.496 |
Temporary equity, common shares issuable upon conversion | $ 188,791 | $ 188,791 |
Series H Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, liquidation preference value | $ 19,399,250 | $ 19,399,250 |
Temporary equity, shares authorized | 23,000 | 23,000 |
Temporary equity, shares issued | 19,400 | 19,400 |
Temporary equity, shares outstanding | 19,400 | 19,400 |
Temporary equity, common shares issuable upon conversion | $ 58,787,879 | $ 58,787,879 |
Series I Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | |
Temporary equity, liquidation preference per share value | $ 1,000 | |
Temporary equity, liquidation preference value | $ 23,100,000 | |
Temporary equity, shares authorized | 25,800 | |
Temporary equity, shares issued | 23,100 | |
Temporary equity, shares outstanding | 23,100 | |
Temporary equity, common shares issuable upon conversion | $ 46,200,000 | |
Series J Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.01 | |
Temporary equity, liquidation preference per share value | $ 1,000 | |
Temporary equity, liquidation preference value | $ 20,000,000 | |
Temporary equity, shares authorized | 35,000 | |
Temporary equity, shares issued | 20,000 | |
Temporary equity, shares outstanding | 20,000 | |
Temporary equity, common shares issuable upon conversion | $ 28,571,428 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 53,343,310 | $ 5,700,199 |
Cost of revenue (includes amortization of developed technology and platform development for 2019 and 2018 of $6,191,965 and $2,395,048, respectively) | 47,301,175 | 7,641,684 |
Gross profit (loss) | 6,042,135 | (1,941,485) |
Operating expenses | ||
Selling and marketing | 12,789,056 | 1,720,714 |
General and administrative | 29,511,204 | 10,286,997 |
Depreciation and amortization | 4,551,372 | 64,676 |
Total operating expenses | 46,851,632 | 12,072,387 |
Loss from operations | (40,809,497) | (14,013,872) |
Other (expense) income | ||
Change in valuation of warrant derivative liabilities | (1,015,151) | 964,124 |
Change in valuation of embedded derivative liabilities | (5,040,000) | (2,971,694) |
True-up termination fee | (1,344,648) | |
Settlement of promissory notes receivable | (3,366,031) | |
Interest expense | (10,463,570) | (2,508,874) |
Interest income | 13,976 | 22,262 |
Liquidated damages | (728,516) | (2,940,654) |
Other | 262 | (129) |
Total other expense | (17,232,999) | (12,145,644) |
Loss before income taxes | (58,042,496) | (26,159,516) |
Benefit for income taxes | 19,541,127 | 91,633 |
Net loss | (38,501,369) | (26,067,883) |
Deemed dividend on Series H convertible preferred stock | (18,045,496) | |
Net loss attributable to common shareholders | $ (38,501,369) | $ (44,113,379) |
Basic and diluted net loss per common share | $ (1.04) | $ (1.69) |
Weighted average number of common shares outstanding - basic and diluted | 37,080,784 | 26,128,796 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||||||||
Amortization cost of developed technology and platform development | $ 1,623,783 | $ 1,361,319 | $ 1,324,970 | $ 629,888 | $ 433,204 | $ 349,512 | $ 2,686,289 | $ 782,716 | $ 4,310,072 | $ 1,412,604 | $ 6,191,965 | $ 2,395,048 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Stock [Member] | |||||||||
Balance | $ 357,685 | $ 285,159 | $ 357,685 | $ 285,159 | $ 357,685 | $ 285,159 | $ 357,685 | $ 285,159 | |
Balance, shares | 35,768,619 | 28,516,009 | 35,768,619 | 28,516,009 | 35,768,619 | 28,516,009 | 35,768,619 | 28,516,009 | |
Proceeds from private placement of common stock | $ 17,000 | $ 17,000 | |||||||
Proceeds from private placement of common stock, shares | 1,700,000 | 1,700,000 | |||||||
Costs incurred in connection with private placement of common stock | |||||||||
Costs incurred in connection with private placement of common stock, shares | |||||||||
Cashless exercise of common stock warrants | $ 5,393 | $ 7,369 | |||||||
Cashless exercise of common stock warrants, shares | 539,331 | 736,853 | |||||||
Cashless exercise of common stock options | $ 165 | $ 1,061 | |||||||
Cashless exercise of common stock options, shares | 16,466 | 106,154 | |||||||
Issuance of restricted stock awards in connection with merger of HubPages | $ 24,000 | ||||||||
Issuance of restricted stock awards in connection with merger of HubPages, shares | 2,399,997 | ||||||||
Issuance of restricted stock awards to the board of directors | $ 8,333 | $ 2,065 | |||||||
Issuance of restricted stock awards to the board of directors, shares | 833,333 | 206,506 | |||||||
Forfeiture of restricted stock awards | $ (8,250) | $ (3,297) | |||||||
Forfeiture of restricted stock awards, shares | (825,000) | (329,735) | |||||||
Issuance of common stock in connection with merger of Say Media | $ 11,889 | $ 4,328 | |||||||
Issuance of common stock in connection with merger of Say Media, shares | 1,188,880 | 432,835 | |||||||
Issuance of restricted stock awards in connection with merger of Say Media | $ 20,000 | ||||||||
Issuance of restricted stock awards in connection with merger of Say Media, shares | 2,000,000 | ||||||||
Beneficial conversion feature on Series H convertible preferred stock | |||||||||
Deemed dividend on Series H convertible preferred stock | |||||||||
Common stock withheld for taxes | $ (4,025) | ||||||||
Common stock withheld for taxes, shares | (402,512) | ||||||||
Stock based compensation | |||||||||
Net loss | |||||||||
Balance | $ 371,190 | $ 357,685 | $ 285,159 | ||||||
Balance, shares | 37,119,117 | 35,768,619 | 28,516,009 | ||||||
Common Stock to be Issued [Member] | |||||||||
Balance | $ 51,272 | $ 51,272 | $ 51,272 | $ 51,272 | |||||
Balance, shares | 5,127,167 | 5,127,167 | 5,127,167 | 5,127,167 | |||||
Proceeds from private placement of common stock | |||||||||
Costs incurred in connection with private placement of common stock | $ 600 | ||||||||
Costs incurred in connection with private placement of common stock, shares | 60,000 | ||||||||
Cashless exercise of common stock warrants | |||||||||
Cashless exercise of common stock options | |||||||||
Issuance of restricted stock awards in connection with merger of HubPages | |||||||||
Issuance of restricted stock awards to the board of directors | |||||||||
Forfeiture of restricted stock awards | |||||||||
Issuance of common stock in connection with merger of Say Media | $ (11,889) | $ 50,672 | |||||||
Issuance of common stock in connection with merger of Say Media, shares | (1,188,880) | 5,067,167 | |||||||
Issuance of restricted stock awards in connection with merger of Say Media | |||||||||
Beneficial conversion feature on Series H convertible preferred stock | |||||||||
Deemed dividend on Series H convertible preferred stock | |||||||||
Common stock withheld for taxes | |||||||||
Stock based compensation | |||||||||
Net loss | |||||||||
Balance | $ 39,383 | $ 51,272 | |||||||
Balance, shares | 3,938,287 | 5,127,167 | |||||||
Additional Paid-in Capital [Member] | |||||||||
Balance | $ 23,413,077 | $ 11,170,666 | $ 23,413,077 | $ 11,170,666 | $ 23,413,077 | $ 11,170,666 | $ 23,413,077 | $ 11,170,666 | |
Proceeds from private placement of common stock | 4,233,000 | 4,233,000 | |||||||
Costs incurred in connection with private placement of common stock | (600) | ||||||||
Cashless exercise of common stock warrants | 729,793 | (7,369) | |||||||
Cashless exercise of common stock options | (165) | (1,061) | |||||||
Issuance of restricted stock awards in connection with merger of HubPages | (24,000) | ||||||||
Issuance of restricted stock awards to the board of directors | (8,333) | (2,065) | |||||||
Forfeiture of restricted stock awards | 8,250 | 3,297 | |||||||
Issuance of common stock in connection with merger of Say Media | 1,870,001 | ||||||||
Issuance of restricted stock awards in connection with merger of Say Media | (20,000) | ||||||||
Beneficial conversion feature on Series H convertible preferred stock | 18,045,496 | ||||||||
Deemed dividend on Series H convertible preferred stock | (18,045,496) | ||||||||
Common stock withheld for taxes | (252,033) | ||||||||
Stock based compensation | 11,672,177 | 6,191,208 | |||||||
Net loss | |||||||||
Balance | 35,562,766 | 23,413,077 | $ 11,170,666 | ||||||
Accumulated Deficit [Member] | |||||||||
Balance | (34,539,954) | (8,472,071) | (34,539,954) | (8,472,071) | (34,539,954) | (8,472,071) | (34,539,954) | (8,472,071) | |
Proceeds from private placement of common stock | |||||||||
Costs incurred in connection with private placement of common stock | |||||||||
Cashless exercise of common stock warrants | |||||||||
Cashless exercise of common stock options | |||||||||
Issuance of restricted stock awards in connection with merger of HubPages | |||||||||
Issuance of restricted stock awards to the board of directors | |||||||||
Forfeiture of restricted stock awards | |||||||||
Issuance of common stock in connection with merger of Say Media | |||||||||
Issuance of restricted stock awards in connection with merger of Say Media | |||||||||
Beneficial conversion feature on Series H convertible preferred stock | |||||||||
Deemed dividend on Series H convertible preferred stock | |||||||||
Common stock withheld for taxes | |||||||||
Stock based compensation | |||||||||
Net loss | (38,501,369) | (26,067,883) | |||||||
Balance | (73,041,323) | (34,539,954) | (8,472,071) | ||||||
Balance | (10,717,920) | 2,983,754 | (10,717,920) | 2,983,754 | (10,717,920) | 2,983,754 | (10,717,920) | 2,983,754 | |
Proceeds from private placement of common stock | 4,250,000 | 4,250,000 | |||||||
Costs incurred in connection with private placement of common stock | |||||||||
Cashless exercise of common stock warrants | 735,186 | ||||||||
Cashless exercise of common stock options | |||||||||
Issuance of restricted stock awards in connection with merger of HubPages | |||||||||
Issuance of restricted stock awards to the board of directors | 2,756,527 | ||||||||
Forfeiture of restricted stock awards | |||||||||
Issuance of common stock in connection with merger of Say Media | 1,925,001 | ||||||||
Issuance of restricted stock awards in connection with merger of Say Media | |||||||||
Beneficial conversion feature on Series H convertible preferred stock | 18,045,496 | ||||||||
Deemed dividend on Series H convertible preferred stock | (18,045,496) | ||||||||
Common stock withheld for taxes | (256,058) | ||||||||
Stock based compensation | 11,672,177 | 6,191,208 | |||||||
Net loss | (8,934,980) | $ (3,571,929) | (19,520,541) | $ (8,788,587) | (39,199,662) | $ (17,418,151) | (38,501,369) | (26,067,883) | |
Balance | $ (18,165,325) | $ (25,781,526) | $ (41,320,588) | $ (37,067,984) | $ (10,717,920) | $ 2,983,754 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (38,501,369) | $ (26,067,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 276,791 | 28,857 |
Amortization of platform development and intangible assets | 10,466,546 | 2,430,867 |
Loss on disposition of assets | 94,875 | |
Amortization of debt discounts | 4,545,675 | 601,840 |
Change in valuation of warrant derivative liabilities | 1,015,151 | (964,124) |
Change in valuation of embedded derivative liabilities | 5,040,000 | 2,971,694 |
Bad debt expense | (363,147) | |
True-up termination fee | 1,344,648 | |
Settlement of promissory notes receivable | 3,366,031 | |
Loss on extinguishment of debt | 1,350,337 | |
Gain on extinguishment of embedded derivative liabilities | (1,096,860) | |
Write off unamortized debt discount upon extinguishment of debt | 1,269,916 | |
Accretion of original issue discount | 69,596 | |
Accrued interest | 3,065,633 | 193,416 |
Liquidated damages | 728,516 | 2,940,654 |
Stock-based compensation | 10,364,787 | 4,340,824 |
Deferred income taxes | (19,541,127) | (91,633) |
Change in operating assets and liabilities net of effect of business combinations: | ||
Accounts receivable | (1,685,948) | |
Factor receivables | (6,130,674) | (1,384,333) |
Subscription acquisition costs | (5,008,080) | (2,909) |
Prepaid royalty fees | (41,250,000) | |
Prepayments and other current assets | (1,702,064) | (424,373) |
Other long-term assets | (276,145) | (22,992) |
Accounts payable | 3,323,196 | 1,629,094 |
Accrued expenses | 11,986,442 | (129,535) |
Unearned revenue | 9,201,586 | 104,134 |
Subscription refund liability | (2,283,351) | |
Operating lease liabilities | (226,724) | |
Deferred rent | 30,179 | |
Net cash used in operating activities | (56,954,306) | (7,417,680) |
Cash flows from investing activities | ||
Purchases of property and equipment | (150,763) | (31,625) |
Capitalized platform development | (2,537,402) | (2,156,015) |
Payments of promissory notes receivable, net of advances for acquisition of business | (3,366,031) | |
Payments for acquisition of businesses, net of cash | (16,331,026) | (18,035,356) |
Net cash used in investing activities | (19,019,191) | (23,589,027) |
Cash flows from financing activities | ||
Proceeds from issuance of debt | 71,000,000 | |
Repayments of long-term debt | (17,307,364) | |
Payment of debt issuance costs | (7,162,382) | |
Proceeds from 8% promissory notes | 1,000,000 | |
Payment of 8% promissory notes | (1,372,320) | |
Proceeds from 10% convertible debentures | 4,775,000 | |
Proceeds from 10% original issue discount convertible debentures | 3,285,000 | |
Proceeds from 12% convertible debentures | 2,000,000 | 8,950,000 |
Proceeds from private placement of common stock | 1,250,000 | |
Repayments, net of borrowings, under line of credit | (1,048,194) | (956,254) |
Payment for taxes related to repurchase of restricted common stock | (256,058) | |
Proceeds from officer promissory notes | 1,009,447 | |
Repayment of officer promissory notes | (366,842) | (341,622) |
Net cash provided by financing activities | 82,919,298 | 29,914,747 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | 6,945,801 | (1,091,960) |
Cash, cash equivalents, and restricted cash - beginning of year | 2,527,289 | 3,619,249 |
Cash, cash equivalents, and restricted cash - end of year | 9,473,090 | 2,527,289 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,852,262 | 39,373 |
Cash paid for income taxes | ||
Noncash investing and financing activities | ||
Reclassification of stock-based compensation to platform development | 1,307,390 | 1,850,384 |
Discount on 8% promissory notes allocated to warrant derivative liabilities | 600,986 | |
Discount on 8% promissory notes allocated to embedded derivative liabilities | 159,601 | |
Discount on 10% convertible debentures allocated to embedded derivative liabilities | 471,002 | |
Discount on 10% original issue discount senior convertible debentures allocated to warrant derivative liabilities | 382,725 | |
Discount on 10% original issue discount senior convertible debentures allocated to embedded derivative liabilities | 49,000 | |
Discount on 12% senior convertible debentures allocated to embedded derivative liabilities | 1,074,000 | 4,760,000 |
Exercise of warrants for issuance of common shares | 735,186 | |
Payment of 12% amended senior secured note for issuance of Series J convertible preferred stock | 4,853,933 | |
Liquidated damages recognized upon issuance of 12% senior convertible debentures | 84,000 | 706,944 |
Aggregate exercise price of common stock options exercised on cashless basis | 21,250 | |
Aggregate exercise price of common stock warrants exercised on cashless basis | 168,423 | |
Reclassification of investor demand payable to stockholders' equity | 3,000,000 | |
Fair value of common stock issued for private placement fees | 150,000 | |
Deemed dividend on Series H convertible preferred stock | 18,045,496 | |
Assumption of liabilities in connection with merger of HubPages | 851,114 | |
Common stock issued in connection with merger of Say Media | 1,925,001 | |
Assumption of liabilities and debt in connection with merger of Say Media | 7,629,705 | |
Issuance of Series H convertible preferred stock for private placement fees | 669,250 | |
Series H Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock | 12,474,704 | |
Payment of issuance costs of convertible preferred stock | (159,208) | |
Series I Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock | 23,100,000 | |
Payment of issuance costs of convertible preferred stock | (1,459,858) | |
Noncash investing and financing activities | ||
Liquidated damages liability recorded against cash proceeds for Series I convertible preferred stock | 1,940,400 | |
Series J Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance of convertible preferred stock | 15,000,000 | |
Payment of issuance costs of convertible preferred stock | (580,004) | |
Noncash investing and financing activities | ||
Liquidated damages liability recorded against cash proceeds for Series I convertible preferred stock | $ 1,680,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2019 |
Promissory Note [Member] | |
Debt instrument interest rate | 8.00% |
Convertible Debenture 1 [Member] | |
Debt instrument interest rate | 10.00% |
Original Issue Discount Convertible Debentures [Member] | |
Debt instrument interest rate | 10.00% |
Convertible Debenture 2 [Member] | |
Debt instrument interest rate | 12.00% |
Promissory Notes Allocated Warrant Derivative Liabilities [Member] | |
Discount on debt | 8.00% |
Promissory Notes Allocated Embedded Derivative Liabilities [Member] | |
Discount on debt | 8.00% |
Convertible Debentures Allocated Embedded Derivative Liabilities ['Member] | |
Discount on debt | 10.00% |
Original Issue Discount Senior Convertible Debentures allocated Warrant Derivative Liabilities [Member] | |
Discount on debt | 10.00% |
Original Issue Senior Convertible Debentures Allocated Embedded Derivative Liabilities [Member] | |
Discount on debt | 10.00% |
Senior Convertible Debentures Allocated Embedded Derivative Liabilities [Member] | |
Discount on debt | 12.00% |
Senior Convertible Debentures [Member] | |
Discount on debt | 12.00% |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization TheMaven, Inc. (the “Maven” or “Company”), was incorporated as Integrated Surgical Systems, Inc. (“Integrated”), in Delaware on October 1, 1990. On July 22, 2016, Amplify Media, Inc. was incorporated in Delaware and on July 27, 2016, it changed its name to Amplify Media Network, Inc. (“Amplify Media Network”). Amplify Media Network changed its name again on October 14, 2016 to TheMaven Network, Inc. (“TheMaven Network”). On October 11, 2016, Integrated and TheMaven Network entered into a share exchange agreement, whereby the stockholders of TheMaven Network agreed to exchange all of the then issued and outstanding shares of common stock for shares of common stock of Integrated. On November 4, 2016, the parties consummated a recapitalization pursuant to the share exchange agreement and, as a result, TheMaven Network become a wholly owned subsidiary of Integrated. Integrated changed its name to TheMaven, Inc. on December 2, 2016. On March 5, 2018, TheMaven Network changed its name to Maven Coalition, Inc. (“Maven Coalition 1”). For additional information, see Note 20. On December 19, 2019, the Company’s wholly owned subsidiaries Maven Coalition 1, and HubPages, Inc., a Delaware corporation (“HubPages”), were merged into another of the Company’s wholly owned subsidiaries, Say Media, Inc., a Delaware corporation (“Say Media”), with Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to Maven Coalition, Inc. (“Coalition”). Unless the context indicates otherwise, Maven, Coalition, HubPages, (as described in Note 3), Say Media (as described in Note 3), TheStreet, Inc. (“TheStreet”) (as described in Note 3), are together hereinafter referred to as the “Company.” Business Operations The Company operates a best-in-class technology platform empowering premium publishers who impact, inform, educate, and entertain. The Company operates a significant portion of the media businesses for Sports Illustrated (as defined below) and owns and operates TheStreet, and power more than 250 independent brands including History, Maxim, and Biography. The Maven technology platform provides digital publishing, distribution, and monetization capabilities for the Sports Illustrated and TheStreet businesses as well as a coalition of independent, professionally managed online media publishers (referred to as the “Channel Partner(s)” or the “Maven(s)”). Each Channel Partner joins the media-coalition by invitation-only and is drawn from premium media brands, professional journalists, subject matter experts, and social leaders. Mavens publish content and oversee an online community for their respective channels, leveraging a proprietary technology platform to engage the collective audiences within a single network. Generally, Mavens are independently owned, strategic partners who receive a share of revenue from the interaction with their content. When they join, the Company believes Mavens will benefit from the proprietary technology of the Company’s platform, techniques, and relationships. Advertising revenue may improve due to the scale the Company has achieved by combining all Mavens onto a single platform and the large and experienced sales organization. They may also benefit from the Company’s membership marketing and management systems, which the Company believes will enhance their revenue. Additionally, the Company believes the lead brand within each vertical creates a halo benefit for all Mavens in the vertical while each of them adds to the breadth and quality of content. While they benefit from these critical performance improvements they also save substantially in costs of technology, infrastructure, advertising sales, and member marketing and management. The Company’s growth strategy is to continue to expand the coalition by adding new Mavens in key verticals that management believes will expand the scale of unique users interacting on the Company’s technology platform. In each vertical, the Company seeks to build around a leading brand, such as Sports Illustrated (for sports) and TheStreet (for finance), surround it with subcategory Maven specialists, and further enhance coverage with individual expert contributors. The primary means of expansion is adding independent Mavens and/or acquiring publishers that have premium branded content and can broaden the reach and impact of the Company’s technology platform. In June 2019, the Company entered into a licensing agreement (the “Initial Licensing Agreement”) with ABG-SI LLC (“ABG”), as amended by Amendment No. 1 to Licensing Agreement, dated September 1, 2019 (the “First Amendment”), Amendment No. 2 to Licensing Agreement, dated April 1, 2020 (the “Second Amendment”), and Amendment No. 3 to Licensing Agreement, dated July 28, 2020 (the “Third Agreement” and, together with the Initial Licensing Agreement, First Amendment, and Second Amendment, the “Sports Illustrated Licensing Agreement”) to license certain Sports Illustrated (“Sports Illustrated”) brands as part of its growth strategy. In August 2019, the Company acquired TheStreet. For addition information, see Note 3. The Company’s common stock is quoted on the OTC Markets Group Inc.’s Pink Open Market under the symbol “MVEN”. Seasonality The Company experiences typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter and slower in the fiscal first quarter. Going Concern The Company performed an annual reporting period going concern assessment. Management is required to assess its ability to continue as a going concern. This Annual Report has been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. The Company has a history of recurring losses. The Company’s recurring losses from operations and net capital deficiency have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. The operating loss realized in fiscal 2019 was primarily a result of a marketing investment in customer growth, together with investments in people and technology as the Company continued to expand its operations, and operations rapidly expanding during fiscal 2019 with the acquisition of TheStreet and the Sports Illustrated Licensing Agreement for certain Sports Illustrated brands. The operating loss realized in fiscal 2018 was primarily a result of investments in people, infrastructure for the Company’s technology platform, and operations rapidly expanding during fiscal 2018 with the acquisitions of HubPages and Say Media, along with continued costs based on the strategic growth plans in other verticals. As reflected in these consolidated financial statements, the Company had revenues of $53,343,310 for the year ended December 31, 2019, and experienced recurring net losses from operations, negative working capital, and negative operating cash flows. During the year ended December 31, 2019, the Company incurred a net loss attributable to common stockholders of $38,501,369, utilized cash in operating activities of $56,954,306, and as of December 31, 2019, had an accumulated deficit of $73,041,323. The Company has financed its working capital requirements since inception through the issuance of debt and equity securities. In 2020 and continuing into 2021, the Company has also been impacted by the COVID-19 pandemic. Many national governments and sports authorities around the world have made the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of COVID-19. In addition, many governments and businesses have limited non-essential work activity, furloughed, and/or terminated many employees and closed some operations and/or locations, all of which has had a negative impact on the economic environment. As a result of these factors, the Company experienced a decline in traffic, advertising revenue, and earnings since early March 2020, due to the cancellation of high attendance sports events and the resulting decrease in traffic to the technology platform and advertising revenue. The Company has implemented cost reduction measures in an effort to offset its revenue and earnings declines, while experiencing increased cash flows by growth in digital subscriptions. The extent of the impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 pandemic, related group gathering and sports event advisories and restrictions, and the extent and effectiveness of containment actions taken, all of which remain uncertain at the time of issuance of these consolidated financial statements. Management has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern. Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements. Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date these consolidated financial statements were issued or were available to be issued. Management’s assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective, and susceptible to change. The factors that the Company considered important in its going concern analysis, include, but are not limited to, its fiscal 2021 cash flow forecast and its fiscal 2021 operating budget. Management also considered the Company’s ability to repay its convertible debt through future equity and the implementation of cost reduction measures in effect to offset revenue and earnings declines from COVID-19. These factors consider information including, but not limited to, the Company’s financial condition, liquidity sources, obligations due within one year after the issuance date of these consolidated financial statements, the funds necessary to maintain operations and financial conditions, including negative financial trends or other indicators of possible financial difficulty. In particular, the Company’s plan for the: (1) 2021 cash flow forecast, considered the use of its working capital line with FastPay (as described in Note 28 to fund changes in working capital, where the Company has available credit of approximately $8.7 million as of the issuance date of these consolidated financial statements for the year ended December 31, 2019, and that the Company does not anticipate the need for any further borrowings that are subject to the holders approval, from its Term Note (as described in Note 28) where the Company may be permitted to borrow up to an additional $5 million; and (2) 2021 operating budget, considered that approximately sixty-five percent of the Company’s revenue is from recurring subscriptions, generally paid in advance, and that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew approximately thirty percent in 2020 demonstrating the strength of its premium brand, and the plan to continue to grow its subscription revenue from its 2019 acquisition of TheStreet (as described in Note 3) and to launch premium digital subscriptions from its Sports Illustrated licensed brands (as described in Note 3), in January 2021. The Company has considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of the date these consolidated financial statements were issued or were available to be issued and concluded that conditions and events considered in the aggregate, do not raise substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date. Reclassifications Certain comparative amounts as of and for the year ended December 31, 2018 have been reclassified to conform to the current period’s presentation. These reclassifications were immaterial, both individually and in the aggregate. These changes did not impact previously reported loss from operations or net loss. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of Maven and its wholly owned subsidiaries, Coalition, HubPages, Say Media, and TheStreet. See Note 3 for additional information as to the acquisitions of these wholly owned subsidiaries. On December 19, 2019, the Company’s wholly owned subsidiaries, Maven Coalition, Inc. and HubPages, were merged into the Company’s wholly owned subsidiary Say Media, with Say Media as the surviving corporation. Intercompany balances and transactions have been eliminated in consolidation. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currencies (U.K. pounds sterling and Canadian dollar), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currencies financial statements into U.S. dollars was immaterial for the year ended December 31, 2019, therefore, a foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows. Foreign currency transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income, net on the consolidated statements of operations. Use of Estimates The preparation of the consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated useful lives; assumptions used in accruals for potential liabilities; fair value of assets acquired and liabilities assumed in the business acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived assets for impairment; determination of the fair value of stock-based compensation and valuation of derivatives liabilities; and the assumptions used to calculate contingent liabilities, and realization of deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from these estimates. Risks and Uncertainties The Company has a limited operating history and has not generated significant revenues to date to cover its operating expenses. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior, where previous ad placements were cancelled. The Company’s advertising revenue from Sports Illustrated was impacted as a result of sports authorities around the world making the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020 and the start of 2021. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels. As a result of the Company’s advertising revenue declining in early 2020, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause a significant impact in the near term, that depend on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken. Since August 2018, B. Riley FBR, Inc. (“B. Riley FBR”), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly-traded financial services company (“B. Riley”), has been instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company. These services have included raising debt and equity capital to support the acquisitions of HubPages, Say Media, TheStreet, and the Sports Illustrated Licensing Agreement with ABG (as described in Note 3). The raising debt and equity capital for the acquisitions, refinancing and working capital purposes included the sale of 10% Convertible Debentures, 10% Original OID Convertible Debentures, 12% Convertible Debentures (as described in Note 17), 12% Senior Secured Notes, and 12% Amended Senior Secured Notes (as described in Note 17), Series H, Series I and Series J Preferred Stock (as described in Note 19), and subsequent equity offerings of Series H, Series J, and Series K Preferred Stock (as described in Note 28). Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers The following is a description of the principal activities from which the Company generates revenue: Advertising Revenue Digital Advertising – Advertising revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com, Print Advertising – Subscription Revenue Digital Subscriptions Subscription revenue generated from the Company’s flagship website TheStreet.com Circulation Revenue Circulation revenues include magazine subscriptions and single copy sales at newsstands. Print Subscriptions – Newsstand Licensing Revenue Content licensing-based revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year. Nature of Performance Obligations At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when, or as, the performance obligations are satisfied and control is transferred to the customer. Digital Advertising Print Advertising – Digital Subscriptions Print Subscriptions Newsstand Licensing – Timing of Satisfaction of Performance Obligations Point-in-Time Performance Obligations – Over-Time Performance Obligations – For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above method provides a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period. Performance obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Transaction Price and Amounts Allocated to Performance Obligations Determining the Transaction Price – Subscription revenue generated from the flagship website TheStreet.com The Company typically does not offer any type of variable consideration in standard magazine subscription contracts. For these contracts, the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity and price of each subscription purchased. Therefore, the Company does not estimate variable consideration or perform a constraint analysis for these contracts. A right of return exists for newsstand contracts. The Company has sufficient historical data to estimate the final amount of returns and reduces the transaction price at contract inception for the expected return reserve. There is no variable consideration related to functional licenses. Estimating Standalone-Selling Prices – Measuring Obligations for Returns and Refunds As of December 31, 2019, a subscription refund liability of $3,144,172 was recorded for the provision for the estimated returns and refunds on the consolidated balance sheet. Disaggregation of Revenue The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Years Ended December 31, 2019 2018 Revenue by product line: Advertising $ 35,918,370 $ 5,614,953 Digital subscriptions 6,855,038 85,246 Magazine circulation 9,046,473 - Other 1,523,429 - Total $ 53,343,310 $ 5,700,199 Revenue by geographical market: United States $ 52,611,255 $ 5,700,199 Other 732,055 - Total $ 53,343,310 $ 5,700,199 Revenue by timing of recognition: At point in time $ 47,557,652 $ 5,614,953 Over time 5,785,658 85,246 Total $ 53,343,310 $ 5,700,199 Cost of Revenue Cost of revenue represents the cost of providing the Company’s digital media network channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: Channel Partner guarantees and revenue share payments; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance, and occupancy costs of related personnel; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel and stock-based compensation related to Channel Partner Warrants (as described in Note 20). Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: As of December 31, 2019 As of December 31, 2018 Advertising Digital Subscriptions Magazine Circulation Other Total Advertising Digital Subscriptions Total Accounts receivable, net $ 13,636,240 $ - $ 185,936 $ 2,411,779 $ 16,233,955 $ - $ - $ - Factor receivables - - - - - 6,130,674 - 6,130,674 Subscription acquisition costs - - 3,142,580 - 3,142,580 - 17,056 17,056 Subscription acquisition costs - - 3,417,478 - 3,417,478 - - - Unearned revenues - 8,634,939 23,528,148 - 32,163,087 325,863 70,544 396,407 Unearned revenues - 478,557 30,478,154 222,500 31,179,211 252,500 - 252,500 Accounts Receivable Factor Receivables Subscription Acquisition Costs Subscription acquisition cost amortization of $315,661 was recognized during the year ended December 31, 2019 related to the Sports Illustrated Licensing Agreement, in addition to amortization from the subscription acquisition costs at the beginning of the year of $17,056. Subscription acquisition cost amortization of $14,147 was recognized during the year ended December 31, 2018 from the subscription acquisition costs at the beginning of the year. Unearned Revenues Subscription and circulation revenue of $17,817,947 was recognized during the year ended December 31, 2019 related to the acquisitions of TheStreet and the Sports Illustrated Licensing Agreement, in addition to subscription revenue of $426,407 recognized from the unearned revenues at the beginning of the year. Subscription revenue of $31,437 was recognized during the year ended December 31, 2018 from unearned revenues at the beginning of the year. Cash, Cash Equivalents, and Restricted Cash The Company maintains cash, cash equivalents, and restricted cash at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2019 and 2018, cash and cash equivalents consist primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. The following table reconciles total cash, cash equivalents, and restricted cash: As of December 31, 2019 2018 Cash and cash equivalents $ 8,852,281 $ 2,406,596 Restricted cash 620,809 120,693 Total cash, cash equivalents, and restricted cash $ 9,473,090 $ 2,527,289 As of December 31, 2019, the Company had restricted cash of $620,809 of which: (1) $500,000 serves as collateral for an outstanding letter of credit for a security deposit for office space leased at 14 Wall Street, 15th Floor, New York, New York, which expired on December 31, 2020; and (2) $120,809 serves as collateral for certain credit card merchant accounts with a bank. As of December 31, 2018, the Company had restricted cash of $120,693 that served as collateral for certain credit card merchant accounts with a bank. Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue are as follows: Years Ended December 31, 2019 2018 Customer 1 22.4 % 35.5 % Customer 2 - 14.8 % Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows: As of December 31, 2019 2018 Customer 1 - 16.8 % Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2019 2018 Vendor 1 * 61.7 % - Vendor 2 - 29.4 % Vendor 3 - 11.5 % * The significant accounts payable balance as of December 31, 2019 related to the service agreements with Meredith Corporation (“Meredith”) (as described in Note 3). Leases The Company has various lease arrangements for certain equipment and its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842) Recently Adopted Accounting Standards Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Office equipment and computers 1 – 3 years Furniture and fixtures 1 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Platform Development In accordance with authoritative guidance, the Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenues on the consolidated statements of operations. Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related to the acquisition as incurred. Intangible Assets Intangibles with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated economic lives of the assets, which is five years. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Trade name consists of trade names in affiliation with HubPages, Say Media and TheStreet. Intangibles with an indefinite useful life are not being amortized. Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of a reporting unit with its carrying amount. If the fair value exceeds the carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Deferred Financing Costs and Discounts on Debt Obligations Deferred financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt financing transactions, including legal fees and placement agent fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized deferred financing costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing information determined by consultants with the Company’s independent valuation firm. The fair value of warrants and derivatives is recorded as a reduction to the carrying amount of the related debt, and is being amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized discount on debt is charged to operations. Amortization of debt discount during the years ended December 31, 2019 and 2018, was $4,545,675 and $601,840, respectively. Liquidated Damages Liquidated damages are provided as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”) are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing is completed, and are subsequently reviewed at each quarter-end reporting date thereafter. When such quarterly review indicates that it is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet date based on the amount due of such obligation. The Company reviews and revises such estimates at each quarter-end date based on updated information. Selling and Marketing Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising. Advertising costs that are not capitalized are expensed the first time the advertising takes place. During the years ended December 31, 2019 and 2018, the Company incurred advertising expenses of $859,802 and $25,285, respectively, which are included within selling and marketing on the consolidated statements of operations. General and Administrative General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel. Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants, to be designated as an equity instrument, and generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the pro rata fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital. Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these instruments. Preferred Stock Preferred stock (the “Preferred Stock”) (as described in Note 19) is reported as a mezzanine obligation between liabilities and stockholders’ equity. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date. Stock-Based Compensation The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Channel Partners (further details are provided under the heading Channel Partner Warrants ABG Warrants The Company accounts for stock awards and stock option grants to employees, directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements. Stock awards and stock option grants |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) 2019 Acquisitions TheStreet, Inc. On August 7, 2019, the Company acquired all of the outstanding shares of TheStreet for total cash consideration of $16,500,000, pursuant to TheStreet Merger Agreement. The results of operation of the acquired business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. TheStreet’s addition to the Company’s premium media coalition highlights its strategic growth and adds a flagship to the portfolio of major media brands. The Company acquired TheStreet to enhance the user’s experience by increasing content through the Company’s industry-leading technology, distribution and monetization platform. TheStreet is a digital financial media company that provides reporting on investment trends and analysis and operates a network of 27 premium content channels that act as an open community for writers, explorers, knowledge seekers and conversation starters to connect in an interactive and informative online space. In connection with TheStreet Merger, the Company entered into an arrangement with a co-founder to continue certain services (further details are provided under the heading Cramer Digital, Inc. Agreement The Company funded the cash consideration pursuant to TheStreet Merger from the net proceeds from the 12% Senior Secured Note financing (as described in Note 18). The Company incurred $199,630 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. The acquisition related expenses were recorded within general and administrative expense on the consolidated statements of operations. The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Accounts receivable $ 1,586,031 Prepaid expenses 1,697,347 Restricted cash 500,000 Other current assets 53,001 Other long-term assets 689,512 Property and equipment 718,475 Operating right-of-use assets 1,395,474 Developed technology 4,388,104 Trade name 2,580,000 Subscriber relationships 2,150,000 Advertiser relationships 2,240,000 Database 1,140,000 Goodwill 8,815,090 Accounts payable (1,313,223 ) Accrued expenses (1,129,009 ) Other current liabilities (373,836 ) Unearned revenues (6,242,335 ) Operating lease liabilities (2,394,631 ) Net assets acquired $ 16,500,000 The Company utilized an independent appraisal, as well as other available market data, to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the intangible assets were determined as follows: developed technology was determined under the cost approach with a useful life of three years (3.0 years); trade name was determined using the relief from royalty method of the income approach with a useful life of twenty years (20.0 years); subscriber relationships and advertising relationships were determined using the multi-period excess earnings method of the income approach with a useful life of eight and four tenths years (8.4 years) and nine and four tenths years (9.4 years), respectively; and data base was determined using the replacement cost method of the cost approach with a useful life of fifteen years (15.0 years). The weighted-average useful life for the intangible assets is eight and six tenths years (8.6 years). The fair value of the unearned revenues was determined with the following inputs: (1) projection of when deferred revenue will be earned; (2) expense necessary to fulfill the subscriptions; (3) gross up of the fulfillment costs to include a market participant level of profitability; (4) slight premium to the fulfillment-costs plus a reasonable profit metric; and (5) reduce projected future cash flows to present value using an appropriate discount rate. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce that expands the Company’s expertise and synergies that are specific to the Company’s consolidated business and not available to market participants. Licensing Agreement with ABG-SI LLC Sports Illustrated Sports Illustrated for Kids The initial term of the Sports Illustrated Licensing Agreement commenced on October 4, 2019 upon the termination of the Meredith License Agreement (as defined below) and continues through December 31, 2029. We have the option, subject to certain conditions, to renew the term of the Sports Illustrated Licensing Agreement for nine consecutive renewal terms of 10 years each (collectively with the initial term, the “Term”), for a total of 100 years. The Sports Illustrated Licensing Agreement provides that we will pay to ABG annual royalties in respect of each year of the Term based on gross revenues (“Royalties”) with guaranteed minimum annual amounts. On the execution of the Sports Illustrated Licensing Agreement, the Company prepaid ABG $45,000,000 against future Royalties upon (see Note 5). In addition, ABG will pay to the Company a share of revenues relating to certain Sports Illustrated business lines not licensed to the Company, such as all gambling-related advertising and monetization, events, and commerce. The Company funded the prepaid Royalties from the net proceeds from the 12% Senior Secured Notes financing (as described in Note 18). The Company entered into the Licensing Agreement as part of its growth strategy to serve as a cornerstone of vertical content. Pursuant to a publicly announced agreement, dated May 24, 2019, between ABG and Meredith, Meredith previously operated the Sports Illustrated Licensed Brands under license from ABG (the “Meredith License Agreement”). On October 3, 2019, Maven and Meredith entered into a Transition Services Agreement and an Outsourcing Agreement (collectively, the “Transition Agreement”), whereby the parties agreed to the terms and conditions under which Meredith continued to operate certain aspects of the business, and provide certain services during the fourth quarter of 2019 as all activities were transitioned over to Maven. Through these agreements, Maven took over operating control of the Sports Illustrated Licensed Brands, and the Transition Agreement was terminated. In connection with the Sports Illustrated Licensing Agreement, the Company issued ABG warrants to acquire common stock of the Company (the “ABG Warrants”) for performance of future services (see Note 21). As consideration for entering into the Licensing Agreement, the Company agreed to retain the responsibility and lead the negotiations with Meredith to provide for the transfer of the Sports Illustrated Licensed Brands from Meredith, including an arrangement where Meredith retains responsibility for producing and distributing the physical publications Sports Illustrated Sports Illustrated for Kids The Company concluded that the Sports Illustrated Licensing Agreement entered into to conduct the licensed brands was an asset acquisition in accordance with ASC 805, Business Combinations, , Related Issues In accordance with the above guidance, the fair value of the assets acquired and liabilities assumed at the effective date of the acquisition based upon their respective fair values are summarized below: Accounts receivable $ 337,481 Prepaid expenses 1,534,922 Subscriber relationships 71,308,799 Other current liabilities (632,056 ) Unearned revenues (47,249,470 ) Subscription refund liability (5,427,523 ) Deferred tax liabilities (19,541,127 ) Net assets acquired $ 331,026 The Company utilized an independent appraisal, as well as other available market data, to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the intangible asset was determined by an independent appraisal in accordance with ASC 805-50 by allocating the fair value of an assumed liability to the individual assets acquired based on their relative fair values, with the fair value of the assumed liabilities (or unearned revenues and subscription refund liability) assigned to the subscriber relationships asset as the subscribers are sufficiently similar and can be valued together as a single identifiable asset acquired. The fair value of the unearned revenues was determined with the following inputs: (1) projection of when deferred revenue will be earned; (2) expense necessary to fulfill the subscriptions; (3) gross up of the fulfillment costs to include a market participant level of profitability; (4) slight premium to the fulfillment-costs plus a reasonable profit metric; and (5) reduce projected future cash flows to present value using an appropriate discount rate. The fair value of the subscription refund liability was established based upon the historical return rates for specific products. The subscriber relationships (the customer-based intangible assets) useful life was determined by establishing the average term of the issues served taking into account expected subscription renewals, which is five years (5 years). The Company concluded and recognized deferred tax liabilities, consistent with the guidance for an asset acquisition, at the Licensing Agreement effective date in accordance with ASC 740, Income Taxes Supplemental Pro Forma Information The following table summarizes the results of operations of TheStreet from the date of TheStreet Merger included in the consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been January 1, 2018: Revenue Net Income (Loss) From TheStreet Merger date until December 31, 2019 $ 7,857,587 $ 538,339 Combined entity supplemental pro forma from January 1, 2019 to December 31, 2019 (unaudited): TheStreet $ 16,218,388 $ (14,498,524 ) Maven 45,485,723 (39,039,708 ) Adjustments 2,494,667 6,409,464 Total supplemental pro forma from January 1, 2019 to December 31, 2019 $ 64,198,778 $ (47,128,768 ) Combined entity supplemental pro forma from January 1, 2018 to December 31, 2018 (unaudited): TheStreet $ 27,511,107 $ (3,131,639 ) Maven 5,700,199 (26,067,883 ) Adjustments (4,858,046 ) (8,847,598 ) Total supplemental pro forma from January 1, 2018 to December 31, 2018 $ 28,353,260 $ (38,047,120 ) The following summarizes earnings per common share of the combined entity had the date of TheStreet Merger been January 1, 2018: Supplemental Pro Forma from January 1, 2019 to December 31, 2019 (unaudited) Supplemental Pro Forma from January 1, 2018 to December 31, 2018 (unaudited) Net income (loss) $ (47,128,768 ) $ (38,047,120 ) Net income (loss) per common share – basic and diluted $ (1.27 ) $ (1.46 ) Weighted average number of common shares outstanding – basic and diluted 37,080,784 26,128,796 The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred as of the beginning of the Company’s 2018 reporting period. The adjustments to the supplemental pro forma revenue for the years ended December 31, 2019 and 2018 represent the estimated adjustment to decrease the assumed deferred revenue obligation to a fair value at the acquisition date of approximately $6.24 million, representing a reduction from the carrying value of approximately $5.30 million. The fair value was determined based on the cost to fulfill the remaining subscription obligations plus a reasonable profit margin. For the year ended December 31, 2019, the adjustment of $2,494,667 reflects an increase in revenue representing the pro forma revenue as if the fair value adjustment would have occurred in the 2018 reporting period. For the year ended December 31, 2018, the adjustment of $4,858,046 reflects a decrease in revenue representing the pro forma revenue that would have been recognized to record the revenue based on the fair value of the assumed deferred revenue obligation during the reporting period. For the year ended December 31, 2019, supplemental pro forma net income adjustment of $6,409,464 related to the following: (1) elimination of the acquisition related costs and nonrecurring transaction costs of $5,579,762; (2) recording of interest expense and related debt issuance cost amortization of $1,245,534; (3) recording of depreciation and amortization expense of the acquired fixed assets and intangible assets of $419,431; and (4) adjustment of $2,494,667 for an increase in revenue representing the pro forma revenue as if the fair value adjustment would have occurred in the 2018. For the year ended December 31, 2018, supplemental pro forma net loss adjustment of $8,847,598 related to the following: (1) recording of interest expense and related debt issuance cost amortization of $2,811,321; (2) recording of depreciation and amortization expense of the acquired fixed assets and intangible assets of $1,178,231; and (3) adjustment of $4,858,046 for a decrease in revenue representing the pro forma revenue that would have been recognized to record the revenue based on the fair value of the assumed deferred revenue obligation during the reporting period. 2018 Acquisitions For the 2018 acquisitions, the Maven was considered the accounting acquirer and HubPages and Say Media merged with Maven’s wholly owned subsidiary HPAC and SMAC (both a further described below), respectively. The consolidated financial statements of Maven for the period prior to the mergers are considered to be the historical financial statements of the Company. HubPages, Inc. – On August 23, 2018, the Company acquired all the outstanding shares of HubPages for total cash consideration of $10,569,904, pursuant to the HubPages Merger. The results of operation of the acquired business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. The Company acquired HubPages to enhance the user’s experience by increasing content. HubPages is a digital media company that operates a network of 27 premium content channels that act as an open community for writers, explorers, knowledge seekers and conversation starters to connect in an interactive and informative online space. HubPages operates in the United States. The Company paid cash consideration of $10,000,000 to the stockholders and holders of vested options of HubPages, including a $5,000,000 deposit paid on June 15, 2018, as well as additional cash consideration of $569,904, which consists of legal fees and costs incurred by HubPages, for total cash consideration of $10,569,904. The Company also issued a total of 2,399,997 shares of the Company’s common stock, subject to vesting and a true-up provision (as described in Note 20), to certain key personnel of HubPages who agreed to continue their employment with HubPages subsequent to the closing of the transaction. The shares issued are for post combination services (see Note 20). The Company incurred $218,981 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. The acquisition related expenses were recorded in general and administrative expenses on the consolidated statements of operations. The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Cash $ 1,537,308 Current assets 50,788 Accounts receivable and unbilled receivables 1,033,080 Other assets 25,812 Developed technology 6,740,000 Trade name 268,000 Goodwill 1,857,663 Current liabilities (851,114 ) Deferred tax liability (91,633 ) Net assets acquired $ 10,569,904 The Company funded the closing of the HubPages Merger from the net proceeds from the Series H Preferred Stock financing (as described in Note 19). The fair value of the intangible assets was determined as follows: developed technology was determined under the income approach; and trade name was determined by employing the relief from royalty approach. The useful life for the intangible assets is five years. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce that expands the Company’s expertise and synergies that are specific to the Company’s consolidated business and not available to market participants. No portion of the goodwill will be deductible for tax purposes. Say Media, Inc. – On December 12, 2018, the Company acquired all the outstanding shares of Say Media, for total consideration of $12,257,022, pursuant to the Say Media Merger Agreements. The results of operation of the acquired business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. The Company acquired Say Media to enhance the user’s experience by increasing content. Say Media is a digital media company that enables brand advertisers to engage today’s social media consumer through rich advertising experiences across its network of web properties. Its corporate headquarters is located in San Francisco, California. Say Media operates in the United States and has subsidiaries located in the United Kingdom, Canada, and Australia. In connection with the consummation of the Say Media Merger, total cash consideration of $9,537,397 was paid, including the following: (1) $6,703,653 to a creditor of Say Media; (2) $250,000 transaction bonus to a designated employee of Say Media; (3) $2,078,498 advanced prior to the closing for the execution payments in connection with the acquisition (certain promissory notes treated as advance against purchase price, see Note 22); and (4) $505,246 for legal fees ($450,000 was advanced for acquisition related legal fees of Say Media paid on August 27, 2018 (certain amount of the promissory notes treated as advance against purchase price, see Note 22) and additional cash consideration of $55,246 was paid at the closing for acquisition related legal fees incurred). Pursuant to the Say Media Merger Agreements, the Company agreed to issue 5,500,002 (825,000 held in escrow to be released in two equal tranches over next two years) shares of its common stock at the common stock trading price at the acquisition date of $0.35 (total common shares to be issued of 3,878,287, refer to Note 20 for additional information) to the former holders of Say Media’s preferred stock. Subsequent to the consummation of the Say Media Merger, the Company also issued a total of 2,000,000 restricted stock awards to acquire shares of the Company’s common stock to key personnel for continuing services with Say Media, subject to vesting, and repurchase rights under certain circumstances (see Note 20). The shares issued are for post combination services (see Note 20). The composition of the purchase price is as follows: Cash $ 9,537,397 Issued shares of common stock 1,636,251 Indemnity shares of common stock 288,750 Net settlement of preexisting relationship 552,314 Noncompete agreement 242,310 Total purchase consideration $ 12,257,022 In connection with the Say Media Merger Agreements, the Company entered into a noncompete agreement with a certain former executive, whereby the Company will be obligated to pay such executive $416,378 at the end on the restrictive non-competition period of two year (2 years). The Company recorded the fair value of the noncompete agreement of $242,310 at the date of the Say Media Merger classified as other long-term liability on the consolidated balance sheets. The noncompete agreement is collateralized by a note receivable from the certain former executive (as further described below). The Company incurred $479,289 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. The acquisition related expenses were recorded in general and administrative expense on the consolidated statement of operations. The Company funded the closing of the Say Media Merger from the net proceeds from the 10% OID Convertible Debenture and 12% Convertible Debenture financings (as described in Note 17). The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Cash $ 534,637 Accounts receivable and unbilled receivables 4,624,455 Prepaid expenses 172,648 Note receivable 41,638 Fixed assets 11,392 Other assets 65,333 Developed technology 8,010,000 Trade name 480,000 Noncompete agreement 480,000 Goodwill 5,466,624 Accounts payable (3,618,112 ) Accrued expenses (1,470,749 ) Contract liabilities (513,336 ) Other liabilities (2,027,508 ) Net assets acquired $ 12,257,022 In connection with the Say Media Merger, the Company acquired a note receivable dated May 29, 2015 of $416,378 from a certain former executive, bearing interest of 1.53% compounded annually and due May 29, 2024, whereby the Company agreed to deem all amounts due under the note following the restrictive non-competition period of two years as paid providing the certain former executive does not violate the noncompete agreement. The Company recorded the fair value of the note receivable of $41,638 at the date of the Say Media Merger within other long-term assets on the consolidated balance sheets. The fair value of the intangible assets was determined as follows: developed technology was determined under the income approach; tradename was determined by employing the relief from royalty approach; and noncompete was determined under the with and without approach. The weighted-average useful life for the intangible assets is four-and-three-quarter years (4.75 years). The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce that expands the Company’s expertise and synergies that are specific to the Company’s consolidated business and not available to market participants. No portion of the goodwill will be deductible for tax purposes. |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepayments And Other Current Assets | |
Prepayments and Other Current Assets | 4. Prepayments and Other Current Assets Prepayments and other current assets are summarized as follows: As of December 31, 2019 2018 Prepaid expenses $ 3,370,757 $ 637,281 Prepaid software license 89,822 85,936 Refundable income and franchise taxes 733,553 - Security deposits 96,135 25,812 Other receivables 20,468 109,294 $ 4,310,735 $ 858,323 |
Royalty Fees
Royalty Fees | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Royalty Fees | 5. Royalty Fees The Company’s prepayment of the guaranteed minimum annual Royalties of $45,000,000 to ABG, in connection with the Sports Illustrated Licensing Agreement, will be recognized over a period of three years starting October 4, 2019. As of December 31, 2019, $41,250,000 was unamortized from the prepayment and will be expensed over the remaining term, of which $15,000,000 represents the current portion to be expensed as reflected within royalty fees, current portion on the consolidated balance sheets, and $26,250,000 represents the long-term portion to be expensed as reflected within royalty fees, net of current portion on the consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment are summarized as follows: As of December 31, 2019 2018 Office equipment and computers $ 476,233 $ 86,040 Furniture and fixtures 193,914 22,419 Leasehold improvements 307,550 - 977,697 108,459 Less accumulated depreciation and amortization (316,420 ) (39,629 ) Net property and equipment $ 661,277 $ 68,830 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 was $276,791 and $28,857, respectively. Depreciation and amortization expense is included in selling and marketing expenses and general and administrative expenses, as appropriate, on the consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 7. Leases The Company adopted a comprehensive new lease accounting standard effective January 1, 2019 using the modified retrospective transition method; accordingly, the comparative information for the year ended December 31, 2018 has not been adjusted and continues to be reported under the previous lease standard. The Company elected the package of practical expedients under the new lease standards, which includes (i) not reassessing whether any expired or existing contracts are or contain a lease, (ii) not reassessing lease classification for any expired or existing leases, (iii) not reassessing initial direct costs for any existing leases, and (iv) account for a lease and non-lease component as a single component for certain classes of assets. The Company will not adopt the practical expedient to use hindsight in determining the lease term. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of $3,980,649 and $4,819,606, respectively, on the consolidated balance sheets as of December 31, 2019. The adoption of the standard was immaterial and did not result in an impact as of January 1, 2019. The standard did not have a material impact on the consolidated statements of operations or consolidated statements of cash flows. The Company’s lease arrangements for its offices expire at various dates through 2027. Security deposits under letters of credit or cash deposited with banks were $160,910 as of December 31, 2019. Substantially all of the leases are long-term operating leases for facilities with fixed payment terms between 1.4 and 7.9 years. The current portion of operating lease liabilities are presented within accrued and other current liabilities, and the non-current portion of operating lease liabilities are presented under operating lease liabilities on the consolidated balance sheets. Lease Cost The operating lease costs were $1,112,362 for the year ended December 31, 2019. For the year ended December 31, 2018, total operating lease expense under the previous lease standard was $253,651. Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases consisted of the following as of December 31, 2019: Weighted-average remaining lease term 5.03 years Weighted-average discount rate 9.85 % As most of the Company’s leases do not provide an implicit rate, the Company is required to use its incremental borrowing rate. The Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine present value of lease payments. The incremental borrowing rate used is the rate the Company would have to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Maturity of Lease Liabilities The present value of the Company’s operating leases consisted of the following as of December 31, 2019: Year Ending December 31, 2020 $ 2,579,924 2021 685,111 2022 472,084 2023 486,247 2024 500,834 Thereafter 1,408,052 Minimum lease payments 6,132,252 Less imputed interest (1,312,646 ) Present value of operating lease liabilities $ 4,819,606 Current portion included in accrued expenses and other (lease liabilities) $ 2,203,474 Long-term portion of operating lease liabilities 2,616,132 Total operating lease liabilities $ 4,819,606 Other Information Cash payments included in the measurement of the Company operating lease liabilities were approximately $1,212,800 for the year ended December 31, 2019. Lease liabilities arising from obtaining lease right-of-use assets were approximately $3,853,500 for the year ended December 31, 2019. Prior to January 1, 2019, the Company accounted for its operating leases under the provisions of ASC 840, Accounting for Leases Year ending December 31, 2019 $ 505,621 2020 347,845 2021 226,817 $ 1,080,283 |
Platform Development
Platform Development | 12 Months Ended |
Dec. 31, 2019 | |
Platform Development | |
Platform Development | 8. Platform Development Platform development costs are summarized as follows: As of December 31, 2019 2018 Platform development $ 10,678,692 $ 6,833,900 Less accumulated amortization (4,785,973 ) (2,125,944 ) Net platform development $ 5,892,719 $ 4,707,956 A summary of platform development activity for the years ended December 31, 2019 and 2018 is as follows: As of December 31, 2019 2018 Platform development beginning of year $ 6,833,900 $ 3,145,308 Costs capitalized during the period: Additions related HubPages acquisition - 69,052 Payroll-based costs 2,537,402 2,086,963 Total capitalized payroll-based costs 9,371,302 5,301,323 Stock-based compensation 1,307,390 1,850,384 Dispositions - (317,807 ) Platform development end of year $ 10,678,692 $ 6,833,900 Amortization expense for platform development for the years ended December 31, 2019 and 2018, was $2,660,029 and $1,836,625, respectively, is included within cost of revenues on the consolidated statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets subject to amortization consisted of the following: As of December 31, 2019 As of December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,138,104 $ (4,090,359 ) $ 15,047,745 $ 14,750,000 $ (558,423 ) $ 14,191,577 Noncompete agreement 480,000 (252,000 ) 228,000 480,000 (12,000 ) 468,000 Trade name 3,328,000 (224,745 ) 3,103,255 748,000 (23,819 ) 724,181 Subscriber relationships 73,458,799 (3,587,837 ) 69,870,962 - - - Advertiser relationships 2,240,000 (94,635 ) 2,145,365 - - - Database 1,140,000 (151,183 ) 988,817 - - - Subtotal amortizable intangible assets 99,784,903 (8,400,759 ) 91,384,144 15,978,000 (594,242 ) 15,383,758 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 99,804,903 $ (8,400,759 ) $ 91,404,144 $ 15,998,000 $ (594,242 ) $ 15,403,758 Intangible assets subject to amortization were recorded as part of the Company’s business acquisition of HubPages, Say Media, and TheStreet for the developed technology, noncompete agreement, trade name, subscriber relationships, advertiser relationships, and database. Intangible assets subject to amortization were recorded as part of the Company’s licensed brands for the subscriber relationships. The website domain name has an infinite life and is not being amortized. Amortization expense for the years ended December 31, 2019 and 2018 was $7,806,517 and $594,242, respectively. Amortization expense for developed technology of $3,531,936 and $558,423 for the years ended December 31, 2019 and 2018, respectively, is included within cost of revenues on the consolidated statements of operations. No impairment charges have been recorded during the years ended December 31, 2019 and 2018. Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2019 is as follows: Year Ending December 31, 2020 $ 20,054,383 2021 19,826,383 2022 19,093,265 2023 17,401,440 2024 11,397,874 Thereafter 3,610,799 $ 91,384,144 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 10. Other Assets Other assets are summarized as follows: As of December 31, 2019 2018 Security deposit $ 110,418 $ - Other deposits 65,764 77,992 Prepaid expenses 867,467 - Note receivable 41,638 41,638 $ 1,085,287 $ 119,630 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The changes in carrying value of goodwill for the years ended December 31, 2019 and 2018 are as follows: As of December 31, 2019 2018 Carrying value at beginning of year $ 7,324,287 $ - Goodwill acquired in acquisition of HubPages - 1,857,663 Goodwill acquired in acquisition of Say Media - 5,466,624 Goodwill acquired in acquisition of TheStreet 8,815,090 - Carrying value at end of year $ 16,139,377 $ 7,324,287 The Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill. For the years ended December 31, 2019 and 2018, the Company as part of its annual evaluations utilized the option to first assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment. As part of this assessment, the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the financial performance of its reporting unit. In accordance with applicable guidance, an entity is not required to calculate the fair value of its reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that the fair value of its reporting unit is greater than its respective carrying amount. As of December 31, 2019 and 2018, the Company determined that it was more likely than not that the fair value of its reporting unit exceeded its respective carrying amounts and therefore, a quantitative assessment was not required. There has been no goodwill impairment for the years ended December 31, 2019 and 2018 in connection with the Company’s impairment tests. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 12. Accrued Expenses Accrued expenses are summarized as follows: As of December 31, 2019 2018 General accrued expenses $ 7,665,518 $ 451,530 Accrued payroll and related taxes 968,782 584,550 Accrued publisher expenses 1,550,669 644,299 Sales tax liability 801,930 - Customer rebate 489,466 489,466 Due to Meredith 701,734 - Due to ABG 4,000,000 - Operating lease liabilities 2,203,474 - Other 305,102 212,202 $ 18,686,675 $ 2,382,047 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 13. Line of Credit During November 2018, the Company entered a factoring note agreement with a finance company to increase working capital through accounts receivable factoring for twelve months, with renewal options for an additional twelve months, with a $3,500,000 maximum facility limit. As of December 31, 2019, the finance company collected accounts receivable in excess of the balance outstanding under the note, therefore, the Company was due $626,532 from the factor, which has been reflected within accounts receivable on the consolidated balance sheets (further details are provided under the heading SallyPort Credit Facility |
Liquidated Damages Payable
Liquidated Damages Payable | 12 Months Ended |
Dec. 31, 2019 | |
Liquidated Damages Payable | |
Liquidated Damages Payable | 14. Liquidated Damages Payable Liquidated Damages payable are summarized as follows: As of December 31, 2019 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Registration Rights damages $ 15,001 $ 1,163,955 $ - $ 1,108,800 $ 840,000 $ 3,127,756 Public Information Failure Damages - 1,163,955 893,190 1,039,500 840,000 3,936,645 Accrued interest - 481,017 132,888 262,193 140,015 1,016,113 $ 15,001 $ 2,808,927 $ 1,026,078 $ 2,410,493 $ 1,820,015 $ 8,080,514 As of December 31, 2018 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Debentures Total Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,178,956 Public Information Failure Damages - 1,163,955 706,944 1,870,899 Accrued interest - 481,017 116,726 597,743 $ 15,001 $ 2,808,927 $ 823,670 $ 3,647,598 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). The components of the Liquidated Damages consist of the following: Registration Rights Damages Public Information Failure Damages On December 12, 2018, the Company determined that the public information requirements in connection with the 12% Convertible Debentures would not be probable of being satisfied within the requisite time frame, therefore, the Company would be liable for a portion of the Liquidated Damages in connection with the 12% Convertible Debentures, with any related interest provisions (as further described in Note 17). Information with respect to the Liquidated Damages recognized on the consolidated statements of operations is provided in Note 23, and for amounts contingently liable in Note 26. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements The Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of December 31, 2019. As of December 31, 2019, the Company’s cash and cash equivalents of $8,852,281, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions. The carrying value of the Company’s 12% Amended Senior Secured Notes (as defined below) approximates fair value based on current market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs. The quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows: Unearned Revenues The changes in unearned revenues with inputs classified as Level 3 of the fair value hierarchy are reflected within revenues on the consolidated statements of operations. The Company accounted for the embedded conversion features of the 8% Promissory Notes and 10% Convertible Debentures (both as described in Note 16) as derivative liabilities, which required that the Company carry such amounts on its consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. The Company accounts for certain warrants and the embedded conversion features of the 12% Convertible Debentures (as described in Note 17) as derivative liabilities, which required the Company carry such amounts on its consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. The Company determined, due to their greater complexity, prior to the reset provision (as described in Note 16), the fair value of the L2 Warrants (as described in Note 20) and the embedded conversion feature with respect to the 8% Promissory Notes, as of the date of repayment, and 10% Convertible Debentures, as of the date of conversion, using appropriate valuation models derived through consultations with the Company’s independent valuation firm. The Company determined the fair value of the Strome Warrants (as described in Note 20) utilizing the Black-Scholes valuation model as further described below. After the reset provision, the Company determined the fair value of the L2 Warrants utilizing the Black-Scholes valuation model as further described below since such valuation model meets the fair value measurement objective based on the substantive characteristics of the instrument. These warrants and the embedded conversion features are classified as Level 3 within the fair-value hierarchy. Inputs to the valuation model include the Company’s publicly-quoted stock price, the stock volatility, the risk-free interest rate, the remaining life of the warrants, notes and debentures, the exercise price or conversion price, and the dividend rate. The Company uses the closing stock price of its common stock over an appropriate period of time to compute stock volatility. These assumptions are summarized as follows: L2 Warrants – Strome Warrants – B. Riley Warrants – The following table represents the carrying amount, valuation and roll-forward of activity for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy for the years ended December 31, 2019 and 2018: L2 Warrants Strome Warrants B. Riley Warrants Total Warrant Derivative Liabilities Carrying value at January 1, 2018 $ - $ - $ - $ - Issuance of warrants on June 11, 2018 312,837 - - 312,837 Issuance of warrants on June 15, 2018 288,149 1,344,648 - 1,632,797 Issuance of warrants on October 18, 2018 - - 382,725 382,725 Change in valuation of warrant derivative liabilities (182,772 ) (756,677 ) (24,675 ) (964,124 ) Carrying value at December 31, 2018 418,214 587,971 358,050 1,364,235 Change in valuation of warrant derivative liabilities 316,972 448,716 249,463 1,015,151 Exercise of warrants (735,186 ) - - (735,186 ) Carrying value at December 31, 2019 $ - $ 1,036,687 $ 607,513 $ 1,644,200 For the years ended December 31, 2019 and 2018, the change in valuation of warrant derivative liabilities recognized within other (expense) income on the consolidated statement of operations, as described in the above table of $(1,015,151) and $964,124, respectively. The L2 Warrants were fully exercised on a cashless basis during the year ended December 31, 2019, resulting in an offset within additional paid-in capital of $735,186 on the consolidated statements of stockholders’ deficiency. The following table represents the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), with respect to the 8% Promissory Notes, 10% Convertible Debentures, 10% OID Convertible Debentures, 12% Convertible Debentures (refer to Note 17 for each instrument), and Series G Preferred Stock (as described in Note 19) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy for the years ended December 31, 2019 and 2018: 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Series G Preferred Stock Total Embedded Derivative Liabilities Carrying value at January 1, 2018 $ - $ - $ - $ - $ 72,563 $ 72,563 Recognition of embedded derivative liabilities (conversion feature) on June 11, 2018 78,432 - - - - 78,432 Recognition of embedded derivative liabilities (conversion feature) on June 15, 2018 81,169 471,002 - - - 552,171 Recognition of embedded derivative liabilities (buy-in feature and default remedy feature) on October 18, 2018 - - 49,000 - - 49,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature) on December 12, 2018 - - - 4,760,000 - 4,760,000 Gain on extinguishment of embedded derivatives liabilities upon extinguishment of host instrument (29,860 ) (1,042,000 ) (25,000 ) - - (1,096,860 ) Change in valuation of embedded derivative liabilities (129,741 ) 570,998 (24,000 ) 2,627,000 (72,563 ) 2,971,694 Carrying value at December 31, 2018 - - - 7,387,000 - 7,387,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 - - - 822,000 - 822,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 - - - 188,000 - 188,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 - - - 64,000 - 64,000 Change in valuation of embedded derivative liabilities - - - 5,040,000 - 5,040,000 Carrying value at December 31, 2019 $ - $ - $ - $ 13,501,000 $ - $ 13,501,000 For the year ended December 31, 2019, the change in valuation of embedded derivative liabilities as described in the above table of $5,040,000 was recognized as other expense on the consolidated statements of operations. For the year ended December 31, 2018, the change in valuation of embedded derivative liabilities as described in the above table of $2,971,694 was recognized as other income on the consolidated statements of operations. In addition, the fair value requirement at each period-end for the Series G Preferred Stock embedded conversion feature was no longer required for the year ended December 31, 2018 since it is not considered a derivative liability, therefore, the carrying amount of $72,563 as of January 1, 2018 was recognized as other income of $72,563 during the year ended December 31, 2018 on the consolidated statements of operations. |
Officer Promissory Notes
Officer Promissory Notes | 12 Months Ended |
Dec. 31, 2019 | |
Officer Promissory Notes | |
Officer Promissory Notes | 16. Officer Promissory Notes In May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which ranged from 2.18% to 2.38%. As of December 31, 2019 and 2018, the total principal amount of advances outstanding were $319,351 (including accrued interest of $5,794) and $680,399 (including accrued interest of $12,574), respectively (see Note 17). Subsequent to December 31, 2019, the note was repaid (further details are provided under the heading Issuance of Preferred Stock |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 17. Convertible Debt 12% Convertible Debentures The Company issued various financings under the 12% senior secured subordinated convertible debentures during 2018 and 2019 which are due and payable on December 31, 2020 (collectively the “12% Convertible Debentures”). Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. The Company’s obligations under the 12% Convertible Debentures are secured by a security agreement, dated as of October 18, 2018, by and among the Company and each investor thereto. The holders’ ability to convert the 12% Convertible Debentures are subject to the Company receiving stockholder approval to increase its authorized shares of common stock. The outstanding principal amounts of the 12% Convertible Debentures are convertible into shares of common stock, at the option of the holder at any time prior to December 31, 2020, at a per-share conversion price of either $0.33, in the case of the 12% Convertible Debentures issued in 2018, or $0.40, in the case of the 12% Convertible Debentures issued in 2019, subject to adjustment for stock splits, stock dividends and similar transactions, and beneficial ownership blocker provisions. Further, if the Company does not perform certain of its obligations in a timely manner, it must pay Liquidated Damages to the investors (see Note 23 and Note 26). The 12% Convertible Debentures were issued as follows: On December 12, 2018, the Company entered into a securities purchase agreement with three accredited investors, pursuant to which the Company issued to the investors 12% Convertible Debentures in the aggregate principal amount of $13,091,528, which included (i) the roll-over of an aggregate of $3,551,528 in principal and interest of the 10% OID Convertible Debentures issued to two of the investors on October 18, 2018, and (ii) a placement fee, payable in cash, of $540,000 to the Company’s placement agent, B. Riley FBR, in the offering. After taking into account legal fees and expenses of the investors, the Company received net proceeds of $8,950,000. This financing of the 12% Convertible Debentures was subject to an issuance limitation (further details subsequent to the date of these consolidated financial statements are provided under the heading 12% Convertible Debentures On March 18, 2019, the Company entered into a securities purchase agreement with two accredited investors, including John Fichthorn, the Company’s Executive Chairman of the Board of Directors (the “Board”), pursuant to which the Company issued 12% Convertible Debentures in the aggregate principal amount of $1,696,000, which included a placement fee of $96,000 paid to B. Riley FBR in the form of a 12% Convertible Debenture, for acting as the Company’s placement agent in the offering. The Company received net proceeds of $1,600,000 and paid legal fees and expenses of $10,000 in cash. This financing of the 12% Convertible Debentures was subject to an issuance limitation (further details subsequent to the date of these consolidated financial statements are provided under the heading 12% Convertible Debentures On March 27, 2019, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued 12% Convertible Debentures in the aggregate principal amount of $318,000, which included a placement fee of $18,000 paid to B. Riley FBR in the form of a 12% Convertible Debenture for acting as the Company’s placement agent in the offering. The Company received net proceeds of $300,000. This financing of the 12% Convertible Debentures was subject to an issuance limitation (further details subsequent to the date of these consolidated financial statements are provided under the heading 12% Convertible Debentures On April 8, 2019, the Company entered into a securities purchase agreement with an accredited investor, Todd D. Sims, a member of the Board, pursuant to which the Company issued a 12% Convertible Debenture in the aggregate principal amount of $100,000 and received $100,000 from the proceeds. This financing of the 12% Convertible Debenture was subject to an issuance limitation (further details subsequent to the date of these consolidated financial statements are provided under the heading 12% Convertible Debentures Upon issuance of the various financings of the 12% Convertible Debentures, the Company recognized the following embedded derivative liabilities that were bifurcated from the note instruments: ● Conversion option – (1) At any time after the original issue date until the 12% Convertible Debenture is no longer outstanding, the 12% Convertible Debenture is convertible, in whole or in part, into shares of common stock at the option of the holder at the aforementioned conversion price, and (2) at any time and from time to time subject to: (i) an issuance limitation until the Company has an authorized share increase, and (ii) a beneficial ownership limitations, which prevents conversion if the common stock shares held by the holder exceeds 4.99% of the common stock outstanding (subject to increase by the holder to 9.99%). ● Buy-in feature – (1) The 12% Convertible Debenture is puttable for a certain buy-in amount where it gives the holder the right, if the Company fails for any reason to deliver to the holder the conversion shares, to a cash settlement for the difference between the cost of the Company’s common stock in the open market and the conversion price; and (2) the put is contingent if the Company fails to deliver conversion shares pursuant to a buy-in event. ● Default remedy feature – (1) The 12% Convertible Debenture is puttable in the event of default where it gives the holder the right to repayment, in cash, the greater of (i) the outstanding principal amount due divided by the then conversion price times the daily volume weighted average price of the common stock; or (ii) the outstanding principal debt amount, plus unpaid but accrued interest and other amounts owing in the notes; and (2) the put is contingent upon a Change of Control (as described below) or Fundamental Transaction (as described below). Change in Control Fundamental Transaction As long as any portion of the 12% Convertible Debentures remain outstanding, unless investors holding at least 51% in principal amount of the then-outstanding 12% Convertible Debentures otherwise agree, the Company cannot, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness. Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders. The Company committed to file the registration statement the later of (i) the 30th calendar day following the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, and (ii) the 30th calendar day after all the common stock issuable on the conversion of the Series H Preferred Stock have been registered pursuant to a registration statement under a certain registration rights agreement, dated as of August 9, 2018. The registration rights agreements provide for Registration Rights Damages (presented as liquidated damages payable on the consolidated balance sheets) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement, then the Company will be obligated to pay Public Information Failure Damages (presented as liquidated damages payable on the consolidated balance sheets) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. The Company recognized a portion of the Public Information Failure Damages pursuant to the securities purchase agreements in connection with the 12% Convertible Debentures at the time of issuance as it was deemed probable the obligations would not be satisfied when the financings were completed (see Note 14 and Note 23). Upon issuance of the various financings, the Company accounted for the embedded conversion option feature, buy-in feature, and default remedy feature as embedded derivative liabilities, which requires the Company carry such amount on its consolidated balance sheets as a liability at fair value, as adjusted at each period-end (see Note 15). The Company also incurred additional debt issuance cost. The embedded derivative liabilities and debt issuance cost were treated as a debt discount and amortized over the term of the debt. The following table represents the various financings of the 12% Convertible Debentures recognized during the year ended December 31, 2019 and carrying value as of December 31, 2019: Issuance Date Total 12% December 12, 2018 March 18, 2019 March 27, 2019 April 8, 2019 Convertible Debentures Principal amount of debt $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Less issuance costs (590,000 ) (96,000 ) (18,000 ) - (704,000 ) Net cash proceeds received $ 8,950,000 $ 1,600,000 $ 300,000 $ 100,000 $ 10,950,000 Principal amount of debt (excluding original issue discount) $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Add conversion of debt from 10% OID Convertible Debentures 3,551,528 - - - 3,551,528 Add: accrued interest 1,711,273 164,083 29,754 8,933 1,914,043 Principal amount of debt including accrued interest 14,802,801 1,860,083 347,754 108,933 17,119,571 Debt discount: Allocated embedded derivative liabilities (4,760,000 ) (822,000 ) (188,000 ) (64,000 ) (5,834,000 ) Liquidated Damages recognized upon issuance (706,944 ) (67,200 ) (12,600 ) (4,200 ) (790,944 ) Issuance costs (590,000 ) (106,000 ) (18,000 ) - (714,000 ) Subtotal debt discount (6,056,944 ) (995,200 ) (218,600 ) (68,200 ) (7,338,944 ) Less amortization of debt discount 2,927,248 414,465 89,422 27,200 3,458,335 Unamortized debt discount (3,129,696 ) (580,735 ) (129,178 ) (41,000 ) (3,880,609 ) Carrying value at December 31, 2019 11,673,105 1,279,348 218,576 67,933 13,238,962 Less current portion (534,993 ) - (206,204 ) - (741,197 ) Carry value at December 31, 2019, net of current portion $ 11,138,112 $ 1,279,348 $ 12,372 $ 67,933 $ 12,497,765 As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures (further details are provided under the heading 12% Convertible Debentures For additional information for the year ended December 31, 2018 with respect to debt components and interest expense related to the 12% Convertible Debentures Convertible Debt and Debt Components Interest Expense . 8% Promissory Notes On June 6, 2018, the Company entered into a securities purchase agreement with L2 Capital, LLC (“L2”), pursuant to which L2 purchased from the Company a convertible promissory note (the “8% Promissory Notes”), issuable in tranches, in the aggregate principal amount of $1,681,668 for an aggregate purchase price of $1,500,000, with interest at 8% per annum and the maturity date for each tranche funded is seven months from the date of issuance. The 8% Promissory Notes required an increasing premium for any prepayment from 20% for the first 90 days to 38% after 181 days, an increased conversion rate to a 40% discount if in default, a default rate of 18% plus a repayment premium of 40%, plus 5% for each additional default, and liquidated damages in addition to the default rates, ranging from 30% to 100% for certain breaches of the 8% Promissory Notes, subject to mandatory prepayment, including the above described premiums, equal to 50% of new funds raised by the Company in excess of $11,600,000 in the private placement of its securities. On June 11, 2018, a first tranche of $570,556, which included $15,000 of L2’s legal expenses, was purchased for a price of $500,000, reflecting an original issue discount and debt discount of $70,556. On June 15, 2018, a second tranche of $555,556 was purchased for a price of $500,000, an original issue discount of $55,556. In connection with the first and second tranche, the Company issued warrants to L2, exercisable for 216,120 and 210,438 shares of the Company’s common stock at an exercise price of $1.30 and $1.20 per share, respectively (the “L2 Warrants”). L2 had the sole discretion to purchase additional 8% Promissory Notes, in certain circumstances, which expired. The 8% Promissory Notes and any accrued but unpaid interest were convertible into common stock, at any time, at a conversion price equal to the lowest volume weighted average price (“VWAP”) during the ten-trading-day period ending on the issue date of the note. As a result of the closing of the 10% Convertible Debenture offering on June 15, 2018 (refer to 10% Convertible Debentures below), L2 no longer has the right to invest in the Company under the securities purchase agreement. The L2 Warrants included a reset provision, which provided that the number of shares issuable under the L2 Warrants would increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company’s common stock on the trading day immediately prior to the funding date of the respective tranche (see Note 20). The Company accounted for the L2 Warrants and embedded conversion features of the 8% Promissory Notes as derivative liabilities, as the Company was required to adjust downward (a reset provision) the exercise price of the L2 Warrants (floor price of $0.50 per share) and the conversion price of the 8% Promissory Note under certain circumstances, which required the Company to carry such amounts on its consolidated balance sheets as liabilities at fair value, as adjusted at each period-end. Upon issuance, the Company recognized derivative liabilities of $760,587 ($600,986 for the L2 Warrants and $159,601 for the embedded conversion feature). The Company also incurred an additional debt issuance cost of $15,000.The embedded derivative liabilities and debt issuance costs were treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2019, the Company recognized a gain of $29,860 upon extinguishment of debt for the embedded conversion feature derivative liabilities and a change in fair value of $129,741 immediately before the extinguishment (see Note 15). On September 6, 2018, the Company repaid the 8% Promissory Notes. The total amount borrowed was $1,015,000, and under the terms of the loan agreement the Company repaid $1,372,320 to satisfy the debt obligation resulting in a loss on extinguishment of debt which is presented in interest expense on the consolidated statements of operations. Information for the year ended December 31, 2018 with respect to debt components and interest expense related to the 8% Promissory Notes is provided below under the heading of Convertible Debt and Debt Components Interest Expense 10% Convertible Debentures On June 15, 2018, the Company entered into a securities purchase agreement with four accredited investors to purchase an aggregate of $4,775,000 in principal amount of the Company’s 10% Convertible Debenture, due on June 30, 2019 (the “10% Convertible Debentures”). Included in the aggregate total of $4,775,000 was $1,025,000 from two of the Company’s executive officers. The 10% Convertible Debentures were convertible into an aggregate of 3,698,110 shares of the Company’s common stock-based on a conversion price of $1.2912 per share. The 10% Convertible Debentures were interest bearing at the rate of 10% per annum, that was payable in cash semi-annually on December 31 and June 30, beginning on December 31, 2018. Upon the occurrence of certain events, the holders of the 10% Convertible Debentures were also entitled to receive an additional payment, if necessary, to provide the holders with a 20% annual internal rate of return on their investment. The Company had the option, under certain circumstances, to redeem some or all of the outstanding principal amount for an amount equal to the principal amount (plus accrued but unpaid interest thereon) or the option to cause the holders to convert their debt at a certain conversion price, otherwise, the Company was not permitted to prepay any portion of the principal amount without the prior written consent of the debt holders. Additionally, pursuant to a registration rights agreement entered into in connection with the securities purchase agreement, the Company agreed to register the shares issuable upon conversion of the 10% Convertible Debentures for resale by the holders of the 10% Convertible Debentures. The Company had committed to file the registration statement by no later than 45 days after June 15, 2018 and to cause the registration statement to become effective by no later than 120 days after June 15, 2018 (or, in the event of a full review by the staff of the SEC, 150 days following June 15, 2018). The registration rights agreement provided for Liquidated Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested by such holders. Liquidated Damages were waived as part of the roll-over of the 10% Convertible Debentures into Series H Preferred Stock. The securities purchase agreement also included a provision that required the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company failed for any reason to satisfy the current public information requirement, then the Company would have been obligated to pay to each holder a cash payment equal to 1.0% of the amount invested as partial Liquidated Damages, up to a maximum of six months. Such payments were subject to interest at the rate of 1.0% per month until paid in full. The 10% Convertible Debentures was rolled over into Series H Preferred Stock before the due date for the commencement of the Liquidated Damages. Upon issuance, the Company accounted for an embedded conversion feature of the 10% Convertible Debentures as a derivative liability totaling $471,002, as the Company was required to adjust downward the conversion price of the debt under certain circumstances, which required that the Company carry such amount on its consolidated balance sheet as a liability at fair value, as adjusted at each period-end. The embedded derivative liability was treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2019, the Company recognized a gain of $1,042,000 upon extinguishment of debt for the embedded conversion feature derivative liabilities and a change in fair value of $570,998 immediately before the extinguishment (see Note 15). On August 10, 2018, the 10% Convertible Debentures with an aggregate principal amount of $4,775,000 plus obligations of $955,000 were converted into 5,730 shares of Series H Preferred Stock resulting in a loss on extinguishment of debt upon conversion, which is presented in interest expense on the consolidated statements of operations. Information for the year ended December 31, 2018 with respect to debt components and interest expense related to the 10% Convertible Debentures is provided below under the heading of Convertible Debt and Debt Components Interest Expense 10% OID Convertible Debentures On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which the Company issued to the investors 10% original issue discount senior secured convertible debentures (the “10% OID Convertible Debentures”) in the aggregate principal amount of $3,500,000, which, after taking into account the 5% original issue discount, and legal fees and expenses of the investors, resulted in the Company receiving net proceeds of $3,285,000. The Company issued warrants to the investors to purchase up to 875,000 shares of the Company’s common stock in connection with this securities purchase agreement. The debt proceeds were bifurcated between the debt and warrants, with the warrants accounted for as a derivative liability (see Note 20). The 10% OID Convertible Debentures were due and payable on October 31, 2019. Interest accrued on the 10% OID Convertible Debentures at the rate of 10% per annum, payable on the earlier of conversion, redemption, or October 31, 2019. The 10% OID Convertible Debentures were convertible into shares of the Company’s common stock at the option of the investor at any time prior to October 31, 2019, at a conversion price of $1.00 per share, subject to adjustment for stock splits, stock dividends, and similar transactions, and were subject to certain redemption rights by the Company. Further, the agreement provided a buy-in and default remedy feature (which were similar to the features described below for the 12% Convertible Debentures), which were both bifurcated from the debt instrument as an embedded derivative liability as referenced in the table Convertible Debt and Debt Components Upon issuance, the Company accounted for the embedded buy-in and default remedy features of the 10% OID Convertible Debentures as a derivative liability totaling $49,000. The Company also incurred an additional debt issuance cost of $40,000. The embedded derivative liabilities and debt issuance costs were treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2019, the Company recognized a gain of $25,000 upon extinguishment of debt for the embedded derivative liabilities and a change in fair value of $24,000 immediately before the extinguishment (see Note 15). On December 12, 2018, there was a roll-over of the 10% OID Convertible Debentures into the 12% Convertible Debentures (as further described below) resulting in a loss on extinguishment of debt upon the roll-over which is presented in interest expense on the consolidated statements of operations. Information for the year ended December 31, 2018 with respect to debt components and interest expense related to the 10% Original Issue Discount Convertible Debentures Convertible Debt Debt Components Interest Expense Convertible Debt and Debt Components 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Total Convertible Debt and Debt Components Principal amount of debt $ 1,126,112 $ 4,775,000 $ 3,500,000 $ 9,540,000 $ 18,941,112 Less original issue discount (111,112 ) - (175,000 ) - (286,112 ) Less issuance costs (15,000 ) - (40,000 ) (590,000 ) (645,000 ) Net cash proceeds received $ 1,000,000 $ 4,775,000 $ 3,285,000 $ 8,950,000 $ 18,010,000 Principal amount of debt (excluding original issue discount) $ 1,015,000 $ 4,775,000 $ 3,325,000 $ 9,540,000 $ 18,655,000 Add conversion of debt from 10% OID Convertible Debentures - - - 3,551,528 3,551,528 Add accrued interest 20,986 69,920 28,009 82,913 201,828 Principal amount of debt including accrued interest 1,035,986 4,844,920 3,353,009 13,174,441 22,408,356 Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants - - (382,725 ) - (382,725 ) Allocated warrant derivative liabilities for L2 Warrants (600,986 ) - - - (600,986 ) Allocated embedded derivative liabilities (159,601 ) (471,002 ) (49,000 ) (4,760,000 ) (5,439,603 ) Liquidated Damages recognized upon issuance - - - (706,944 ) (706,944 ) Issuance costs (15,000 ) - (40,000 ) (590,000 ) (645,000 ) Subtotal debt discount (775,587 ) (471,002 ) (471,725 ) (6,056,944 ) (7,775,258 ) Less amortization of debt discount 315,309 64,452 68,637 153,442 601,840 Less write off unamortized debt discount upon extinguishment of debt 460,278 406,550 403,088 - 1,269,916 Unamortized debt discount - - - (5,903,502 ) (5,903,502 ) Debt components: Accretion of original issue discount 44,133 - 25,463 - 69,596 Loss on extinguishment of debt 292,201 885,080 173,056 - 1,350,337 Conversion of debt to 12% Convertible Debentures - - (3,551,528 ) - (3,551,528 ) Conversion of debt to Series H Preferred Stock - (5,730,000 ) - - (5,730,000 ) Repayment of convertible debt (1,372,320 ) - - - (1,372,320 ) Total debt components (1,035,986 ) (4,844,920 ) (3,353,009 ) - (9,233,915 ) Carrying value at December 31, 2018 $ - $ - $ - $ 7,270,939 $ 7,270,939 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 18. Long-term Debt 12% Senior Secured Note On June 10, 2019, the Company entered into a note purchase agreement with one accredited investor, BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B. Riley, pursuant to which the Company issued to the investor a 12% senior secured note, due July 31, 2019 (the “12% Senior Secured Note”), in the aggregate principal amount of $20,000,000, which after taking into account a B. Riley FBR placement fee of $1,000,000 and legal fees and expenses of the investor of $135,000, resulted in the Company receiving net proceeds of $18,865,000, of which $16,500,000 was deposited into escrow to fund TheStreet Merger consideration and the balance of $2,365,000 was to be used by the Company for working capital and general corporate purposes. The balance outstanding under the note purchase agreement was no longer outstanding as of June 14, 2019 (refer to 12% Amended Senior Secured Notes 12% Amended Senior Secured Notes On June 14, 2019, the Company entered into an amended and restated note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, which amended and restated the note purchase agreement and the 12% senior secured note dated June 10, 2019 issued by the Company thereunder. All borrowings under the amended and restated note purchase agreement are collateralized by substantially all assets of the Company. On August 27, 2019, the Company entered into a first amendment to amended note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, which amended the amended and restated 12% Amended Senior Secured Note. Pursuant to this first amendment, the Company received gross proceeds of $3,000,000, which after taking into account a B. Riley FBR placement fee of $150,000, the Company received net proceeds of approximately $2,850,000, which was used by the Company for working capital and general corporate purposes. In addition, the Company paid B. Riley FBR in cash legal fees of the investor of $17,382. Subsequent to the date of these consolidated financial statements the notes were further amended (see Note 28). The following table represents the components of the 12% Amended Senior Secured Notes recognized during the year ended December 31, 2019 and carrying value as of December 31, 2019: 12% Amended Senior Secured Notes Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 Subtotal principal amount of debt 71,000,000 Add accrued interest 1,082,642 Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) (4,853,933 ) Less principal payments paid in cash (17,307,364 ) Principal amount of debt outstanding including accrued interest 49,921,345 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) Success based fee to B. Riley FBR (3,400,000 ) Legal and other costs (202,382 ) Subtotal debt discount (7,152,382 ) Less amortization of debt discount 1,240,782 Unamortized debt discount (5,911,600 ) Carrying value at December 31, 2019 $ 44,009,745 Information for the year ended December 31, 2019 with respect to interest expense related to the 12% Amended Senior Notes Interest Expense Interest Expense The following table summarizes the interest expense for the year ended December 31, 2019: 12% Convertible Debentures 12% Amended Senior Secured Notes Officer Promissory Notes Total Interest Expense Amortization of debt discount $ 3,304,893 $ 1,240,782 $ - $ 4,545,675 Accrued interest 1,831,130 1,228,709 5,794 3,065,633 Cash paid interest 2,351,404 983 2,352,887 Totals $ 5,136,023 $ 4,821,395 $ 6,777 9,964,195 Cash paid for other interest 499,375 Total interest expense $ 10,463,570 The following table summarizes the interest expense for the year ended December 31, 2018: 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Total Interest Expense Accretion of original issue discount $ 44,133 $ - $ 25,463 $ - $ 69,596 Amortization of debt discount 315,309 64,452 68,637 153,442 601,840 Loss on extinguishment of debt 292,201 885,080 173,056 - 1,350,337 Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument (29,860 ) (1,042,000 ) (25,000 ) - (1,096,860 ) Write off unamortized debt discount upon extinguishment of debt 460,278 406,550 403,088 - 1,269,916 Accrued interest - 69,920 28,009 82,913 180,842 Other interest 20,986 - - - 20,986 Totals $ 1,103,047 $ 384,002 $ 673,253 $ 236,355 2,396,657 Accrued interest on Officer Promissory Notes 12,574 Other interest 99,643 Total interest expense $ 2,508,874 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 19. Preferred Stock The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share, consisting of authorized and/or outstanding shares as of December 31, 2019 as follows: ● 2,000 authorized shares designated as “Series F Convertible Preferred Stock,” none of which are outstanding; ● 1,800 authorized shares designated as “Series G Convertible Preferred Stock” (as further described below), of which 168.496 shares are outstanding; ● 23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which 19,400 shares are outstanding; ● 25,800 authorized shares designated as “Series I Convertible Preferred Stock” (as further described below), of which 23,100 shares were outstanding (further details subsequent to the date of these consolidated financial statements are provided below); and ● 35,000 authorized shares designated as “Series J Convertible Preferred Stock” (as further described below), of which 20,000 shares were outstanding (further details subsequent to the date of these consolidated financial statements are provided below). Information with respect to additional issuances of preferred stock is provided under the heading Issuances of Preferred Stock Series G Preferred Stock On May 30, 2000, the Company sold 1,800 shares of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”) and warrants, which expired on November 29, 2003, to purchase 63,000 shares of common stock to four investors. The Series G Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock, at the option of the holder, subject to certain limitations. The Series G Preferred Stock was initially convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock over the five trading days preceding the date of the conversion, subject to a maximum conversion price of $16.30, adjusted for a 1-for-10 reverse stock split effective July 26, 2007. The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock at any time after November 30, 2003 or buy out all outstanding shares of Series G Preferred Stock at the then-conversion price. Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock. Prior to November 2001, 1,631.504 of the initial 1,800 shares of Series G Preferred Stock were converted into the Company’s common stock by the holders thereof. No conversions have taken place since November 2001. The remaining 168.496 shares continue to be outstanding. Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at the liquidation value of $1,000 per share, or an aggregate amount of $168,496. The sale of all the assets of the Company on June 28, 2007 triggered the redemption option. As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted for as if it was redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities and stockholders’ equity. Series H Preferred Stock On August 10, 2018, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 19,400 shares of Series H Convertible Preferred Stock (the “Series H Preferred Stock”) at a stated value of $1,000, initially convertible into 58,787,879 shares of the Company’s common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share (the “Conversion Price”), for aggregate gross proceeds of $19,399,250. Of the shares of Series H Preferred Stock issued, 5,730 shares were issued upon conversion of an aggregate principal amount of $4,775,000, plus prepayment obligations of $955,000 (totaling $5,730,000), of the 10% Convertible Debentures issued by the Company on June 15, 2018 to certain accredited investors, including 1,200 shares of Series H Preferred Stock issued to Heckman Maven Fund L.P. (affiliated with James C. Heckman, the Company’s then-Chief Executive Officer), and 30 shares of Series H Preferred Shares issued to Joshua Jacobs, a former director and the Company’s then-President. B. Riley FBR, which acted as placement agent for the Series H Preferred Stock financing, was paid a cash fee of $575,000 (including a previously paid retainer of $75,000) and issued 669 shares (stated value of $1,000 per share) of Series H Preferred Stock. In addition, entities affiliated with B. Riley FBR purchased 5,592 shares of Series H Preferred Stock in the financing (total issuance cost of $1,194,546). The terms of Series H Preferred Stock and the number of shares of common stock issuable is adjustable in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series H Preferred Stock shall vote on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions. In addition, if at any time prior to the nine month anniversary of the closing date, the Company sells or grants any option or right to purchase or issues any shares of common stock, or securities convertible into shares of common stock, with net proceeds in excess of $1,000,000 in the aggregate, entitling any person to acquire shares of common stock at an effective price per share that is lower than the then-Conversion Price (such lower price, the “Base Conversion Price”), then the Conversion Price will be reduced to equal the Base Conversion Price. All the shares of Series H Preferred Stock automatically convert into shares of common stock on the fifth anniversary of the closing date at the then-Conversion Price. The shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the date an amendment to the Company’s certificate of incorporation was filed and accepted with the State of Delaware that increased the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock to be converted in full (further details subsequent to the date of these consolidated financial statements are provided under the heading Sequencing Policy In addition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the “Purchase Rights”), then a holder of the Series H Preferred Stock will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete conversion of such holder’s Series H Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, subject to certain conditions, adjustments, and limitations. Pursuant to the registration rights agreement entered into on August 10, 2018 in connection with the securities purchase agreement, the Company agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale by the holders. The Company committed to file the registration statement by no later than 75 days after the closing date and to cause the registration statement to become effective, in general, by no later than 120 days after the closing date (or, in the event of a full review by the staff of the SEC, 150 days following the closing date). The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, payable within 7 days of such event, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full. The Company recognized Liquidated Damages during the years ended December 31, 2019 and 2018, with respect to its registration rights agreement (see Note 14 and Note 23). The securities purchase agreement included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the Public Information Failure Payments requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The Company recognized Liquidated Damages during the years ended December 31, 2019 and 2018, with respect to its public information requirements (see Note 14 and Note 23). During the year ended December 31, 2018, in connection with the 19,400 Series H Preferred Stock issuance, the Company recorded a beneficial conversion feature in the amount of $18,045,496 for the underlying common shares since the nondetachable conversion feature was in-the-money (the Conversion Price of $0.33 was lower than the Company’s common stock trading price of $0.86) at the issuance date. The beneficial conversion feature was recognized as a deemed dividend. The following table represents the components of the Series H Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2018: Shares Series H Preferred Stock Components Issuance of Series H Preferred Stock on August 10, 2018 19,400 $ 19,400,000 Less shares issued to B. Riley FBR as placement fee (670 ) (670,000 ) Less shares issued for conversion of principal of 10% Convertible Debentures (4,775 ) (4,775,000 ) Less shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return (955 ) (955,000 ) Net issuance of Series H Preferred Stock 13,000 13,000,000 Payments made to B. Riley FBR from proceeds: Less placement fee (500,000 ) Less legal fees and other costs (25,296 ) Total payments made from proceeds (525,296 ) Net cash proceeds from issuance of Series H Preferred Stock $ 12,474,704 Issuance of Series H Preferred Stock $ 19,400,000 Less issuance costs: Shares issued to B. Riley FBR as placement fee (670,000 ) Total payments made from proceeds (525,296 ) Legal and other costs paid in cash (159,208 ) Total issuance costs (1,354,504 ) Net issuance of Series H Preferred Stock $ 18,045,496 Beneficial conversion feature on Series H Preferred Stock $ 18,045,496 Series I Preferred Stock On June 27, 2019, 25,800 authorized shares of the Company’s preferred stock were designated as “Series I Convertible Preferred Stock” (the “Series I Preferred Stock”). On June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 23,100 shares of Series I Preferred Stock at a stated value of $1,000, initially convertible into 46,200,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.50 per share, for aggregate gross proceeds of $23,100,000. Each Series I Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions. All of the shares of Series I Preferred Stock convert automatically into shares of the Company’s common stock on the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series I Preferred Stock, and all of the Series H Preferred Stock, to be converted in full (further details subsequent to the date of these consolidated financial statements are provided under the heading Sequencing Policy In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $1,386,000 plus $73,858 in reimbursement of legal fees and other transaction costs. The Company used approximately $18.3 million of the net proceeds from the financing to partially repay the amended and restated 12% Amended Senior Secured Note dated June 14, 2019, and to pay deferred fees of approximately $3.4 million related to that borrowing facility. Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on June 28, 2019, the Company agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet and its license with ABG, with the SEC, but in no event later than December 1, 2019. The Company committed to cause the registration statement to become effective by no later than 90 days after December 1, 2019, subject to certain conditions. The registration rights agreements provide for Registration Rights Damages (as further described in Note 14) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series I Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. The Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection with the Series I Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing was completed (see Note 14 and Note 23). The following table represents the components of the Series I Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2019: Shares Series I Preferred Stock Components Issuance of Series I Preferred Stock on June 28, 2019 23,100 $ 23,100,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (1,386,000 ) Legal fees and other costs (73,858 ) Total issuance costs (1,459,858 ) Less Liquidated Damages recognized upon issuance (1,940,400 ) Total issuance costs and Liquidated Damages (3,400,258 ) Net issuance of Series I Preferred Stock $ 19,699,742 Series J Preferred Stock On October 4, 2019, 35,000 authorized shares of the Company’s preferred stock were designated as “Series J Convertible Preferred Stock” (the “Series J Preferred Stock”). On October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 20,000 shares of Series J Preferred Stock at a stated value of $1,000, initially convertible into 28,571,428 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.70 per share, for aggregate gross proceeds of $20,000,000. Each Series J Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions. All of the shares of Series J Preferred Stock convert automatically into shares of the Company’s common stock on the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series J Preferred Stock, and all of the Series I Preferred Stock, and Series H Preferred Stock, to be converted in full (further details subsequent to the date of these consolidated financial statements are provided under the heading Sequencing Policy In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $525,240 plus $43,043 in reimbursement of legal fees and other transaction costs. The Company used $5.0 million of the net proceeds from the financing to partially repay the amended and restated 12% senior secured note dated June 14, 2019, and to use net proceeds of approximately $14.4 million for working capital and general corporate purposes. Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on October 7, 2019, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet, Say Media, HubPages, and its license with ABG, with the SEC, but in no event later than March 31, 2020. The Company committed to cause the registration statement to become effective by no later than 90 days after March 31, 2020, subject to certain conditions. The registration rights agreements provide for Registration Rights Damages (as further described in Note 14) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series J Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. The Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection with the Series J Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing was completed (see Note 14 and Note 23). The following table represents the components of the Series J Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2019: Shares Series J Preferred Stock Components Issuance of Series J Preferred Stock on October 7, 2019 20,000 $ 20,000,000 Less shares issued for payment of 12% Amended Senior Secured Notes (5,000 ) (5,000,000 ) Net issuance of Series J Preferred Stock 15,000 $ 15,000,000 Issuance of Series J Preferred Stock $ 20,000,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (525,240 ) Legal fees and other costs (54,764 ) Total issuance costs (580,004 ) Less Liquidated Damages recognized upon issuance (1,680,00 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock $ 17,739,996 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 20. Stockholders’ Equity Common Stock The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share (further details subsequent to the date of these consolidated financial statements are provided under the heading Sequencing Policy On January 4, 2018, the Company issued an aggregate of 1,200,000 shares of its common stock to an investor, Strome Mezzanine Fund LP (“Strome”), in a private placement at a price of $2.50 per share. The Company received gross proceeds of $3,000,000 from the private placement, which was received prior to December 31, 2017 and, therefore, was classified as restricted cash and as a private placement advance on the consolidated balance sheet as of December 31, 2017. Upon completion of the private placement on January 4, 2018, the funds were reclassified to cash and stockholders’ equity. In connection with the January 4, 2018 closing of the private placement, MDB, as the placement agent, was entitled to receive 60,000 shares of the Company’s common stock (presented as “Common Stock to be Issued” within stockholders’ equity) valued at $150,000 (value based on private placement price of $2.50 per share). In addition, MDB received warrants to purchase 60,000 shares of the Company’s common stock at an exercise price of $2.50 per share (refer to Common Stock Warrants Pursuant to the registration rights agreement entered into on January 4, 2018 with the investor, the Company agreed to register for resale the shares of common stock purchased pursuant to the private placement. The Company also committed to register the 60,000 shares issued to MDB. The Company committed to file the registration statement no later than 200 days after the closing and to cause the registration statement to become effective no later than the earlier of (i) 7 business days after the SEC informs the Company that no review of the registration statement will be made or (ii) when the SEC has no further comments on the registration statement. The registration rights agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or to cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to the investor is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested or the value of the securities registered by the placement agent. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 23). The Company recognized Liquidated Damages for the year ended December 31, 2018, with respect to its registration rights agreement for the common stock issued to MDB in conjunction with the January 4, 2018 private placement (see Note 23). On March 30, 2018, the Company issued an aggregate of 500,000 shares of its common stock to Strome in a second closing of the private placement entered into on January 4, 2018 at a price of $2.50 per share. The Company received gross proceeds of $1,250,000 from the second closing of the private placement. No costs were incurred in connection with the second closing of the private placement. The Company entered into a registration rights agreement on March 30, 2018 with the investor, pursuant to which the Company agreed to register for resale the shares of common stock purchased pursuant to the placement. The Company committed to file the registration statement no later than 270 days after the closing and to cause the registration statement to become effective no later than the earlier of (i) 7 business days after the SEC informs the Company that no review of the registration statement will be made or (ii) when the SEC has no further comments on the registration statement. The registration rights agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or to cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to the investor is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 16). On January 1, 2019, the Company issued 833,333 shares of its common stock as restricted stock awards to certain members of the Board subject to vesting (see Note 21). During the year ended December 31, 2019, in connection with the Say Media Merger, the Company issued 1,188,880 shares of its common stock out of total shares required to be issued of 5,067,167 as of December 31, 2018, and has presented 3,938,287 of the shares required to be issued as “Common Stock to be Issued” within stockholders’ equity. On September 10, 2019, the L2 Warrants were fully exercised on a cashless basis, resulting in the issuance of 539,331 shares of the Company’s common stock (refer to Restricted Stock Awards Information with respect to the issuance of common stock in connection with the acquisition of Say Media is provided in Note 28. Restricted Stock Awards During August 2016 and October 2016, the Company issued 12,209,677 and 307,475, respectively, shares of common stock to management and employees, as restricted stock awards, that contained a Company buy-back right for a certain number of shares pursuant to the achievement of a unique user performance condition (the “Performance Condition”) issued at the original cash consideration paid, which totaled $2,952 or approximately $0.0002 per share. On November 4, 2016, in conjunction with the recapitalization, the number of shares subject to the buy-back was modified, resulting in a modification of the restricted stock awards. The shares vest over a three-year period starting on the beginning of the month of the issuance date, with one-third vesting in one year, and the balance monthly over the remaining two years. Because these shares require continued service to the Company, the estimated fair value of the shares is being recognized as compensation expense over the vesting period of the award. As of December 31, 2017, the Performance Condition was determined based on 4,977,144 unique users accessing Maven’s channels in November 2017. Based on this level of unique users, 2,453,362 shares subject to the buy-back right were earned under the Performance Condition and 1,927,641 shares remained subject to the buy-back right. The Board made a determination on March 12, 2018 to waive the buy-back right, resulting in a modification of the restricted stock awards, which resulted in incremental compensation cost of $2,756,527 at the time of the modification, of which $420,083 and $2,148,811 was recognized during the years ended December 31, 2019 and 2018, respectively. On August 23, 2018, in connection with the HubPages Merger, the Company issued a total of 2,399,997 shares of common stock to certain key personnel of HubPages who agreed to continue their employment with HubPages, as restricted stock awards, subject to a repurchase right and vesting. The repurchase right, which expired in March 2019 unexercised, gave the Company the option to repurchase a certain number of shares at par value based on a performance condition as defined in the terms of the HubPages Merger Agreement. The shares vest in twenty-four equal monthly installments beginning September 23, 2019 and ending September 23, 2021 and the estimated fair value of these shares was recognized as compensation expense over the vesting period of the award. The restricted stock awards provide for a true-up period that if the common stock is sold for less than $2.50 the holder will receive, subject to certain conditions, additional shares of common stock up to a maximum of the amount of shares originally received (or 2,400,000 in aggregate to all holders) for the shares that re-sold for less than $2.50, which was settled on May 31, 2019 (as further described in Note 21). The true-up period, in general, is 13 months after the consummation of the HubPages Merger until 90 days following completion of vesting, or July 30, 2021. The restricted stock awards were fair valued upon issuance by an independent appraisal firm. On September 13, 2018, the Company issued 148,813 shares of common stock to certain members of the Board, as restricted awards, subject to continued service with the Company. The shares vest over a four-month period beginning September 30, 2018 and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. On October 1, 2018, the Company issued 57,693 shares of common stock to certain members of the Board, as restricted awards, subject to continued service with the Company. The shares vest over a three-month period beginning October 31, 2018 and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. The Company issued a total of 206,506 common stock awards to certain members of the Board during the year ended December 31, 2019. On December 12, 2018, in connection with the Say Media Merger, the Company issued a total of 2,000,000 restricted stock awards to acquire common stock of the Company to key personnel for continuing services with Say Media, subject to vesting, and repurchase rights under certain circumstances (as further described below). The Company had the right to cancel for no consideration, or on a pro rata basis in certain circumstances, in the event the average monthly number of total unique users over a specified period did not meet certain user targets. As it was deemed probable the average monthly number of total unique would be satisfied at the time the restricted stock awards were issued, the Company determined the fair value of the restricted stock awards based on the quoted price of the Company’s common stock on the date issued. The shares vest one-third on the first anniversary date of issuance and then over twenty-four equal monthly installments after the first anniversary date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. On December 11, 2019, the Company modified the restricted stock awards vesting provisions issued in connection with the Say Media Merger to remove the repurchase rights, such that they will vest six equal installments at four-month intervals on the twelfth of each month, starting on December 12, 2019, with the final vesting date on August 12, 2021. Unless otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued. A summary of the restricted stock award activity during the years ended December 31, 2019 and 2018 is as follows: Number of Shares Weighted Average Grant-Date Unvested Vested Fair Value Restricted stock awards outstanding at January 1, 2018 6,979,596 5,537,556 $ 0.41 Issued 4,606,503 - 0.72 Vested (4,946,490 ) 4,946,490 Forfeited (329,735 ) - Restricted stock awards outstanding at December 31, 2018 6,309,874 10,484,046 0.50 Issued 833,333 - 0.48 Vested (3,926,542 ) 3,926,542 Forfeited (825,000 ) (402,512 ) Restricted stock awards outstanding at December 31, 2019 2,391,665 14,008,076 0.56 As of December 31, 2019 and 2018, there was $970,537 and $3,927,443 of total unrecognized compensation expense related to the restricted stock awards and units, including the effect of the waiver of the buy-back right, which is expected to be recognized over a weighted-average period of approximately 1.29 and 1.94 years, respectively. The Company recorded forfeited unvested restricted stock awards and/or forfeited vested restricted stock awards used for tax withholding of 1,227,512 (825,000 forfeited awards and 402,512 used for tax withholding) and 329,735 during the years ended December 31, 2019 and 2018, respectively, on the consolidated statements of stockholders’ deficiency. As of December 31, 2017, the Performance Condition was determined based on 4,977,144 unique users accessing Maven’s channels in November 2017. Based on this level of unique users, 2,453,362 shares subject to the buy-back right were earned under the Performance Condition and 1,927,641 shares remained subject to the buy-back right. The Board made a determination on March 12, 2018 to waive the buy-back right, resulting in a modification of the restricted stock awards, which resulted in incremental compensation cost of $2,756,527 at the time of the modification, of which $420,083 and $2,148,811 was recognized during the years ended December 31, 2019 and 2018, respectively. A modification of a certain restricted stock award issued to an employee was recognized upon termination of employment on December 20, 2018, resulting in $43,750 of compensation expense at the time of the modification. Information with respect to compensation expense of the restricted stock awards is provided in Note 21. Common Stock Warrants Warrants issued to purchase shares of the Company’s common stock to MDB, L2, Strome, and B. Riley (collectively the “Financing Warrants”) are described below. MDB Warrants On October 19, 2017, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common stock, to purchase 119,565 shares of common stock. The warrants have an exercise price of $1.15 per share, subject to customary anti-dilution adjustments, exercisable for a period of five years. On January 4, 2018, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common stock, to purchase 60,000 shares of common stock. The warrants have an exercise price of $2.50 per share, subject to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis, exercisable for a period of five years. MDB Warrants exercisable for a total of 507,055 shares of the Company’s common stock were outstanding as of December 31, 2019. The MDB Warrants are recorded within the consolidated statements of stockholders’ equity. L2 Warrants The L2 Warrants were exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there was no effective registration statement covering the resale of the warrant shares, be exercised on a cashless basis in certain circumstances. During the year ended December 31, 2019, the L2 Warrants were exercised on a cashless basis during the year ended December 31, 2019. Strome Warrants The January 4, 2018 financing transaction did not include any true-up or make-good provisions, nor did it contain any lock-up provisions, however, the March 30, 2018 financing transaction included a true-up provision and a lock-up provision. The true-up provision required the Company to issue additional shares of common stock if Strome sold shares on a national securities exchange or the OTC marketplace or in an arm’s-length unrelated third-party private sale in the 90-day period beginning one year after March 30, 2018 at less than $2.50 per share, up to a maximum of one share for each share originally sold to Strome. In addition, the Company entered into a separate agreement with Strome dated March 30, 2018 that extended the true-up provisions to the shares of common stock sold in the January 4, 2018 financing. Accordingly, under this true-up provision, which became effective March 30, 2018, the Company was obligated to issue up to an additional 1,700,000 shares of common stock to Strome without any further consideration under certain conditions in the future. As a result of the true-up provision, the maximum number of shares issuable in these transactions were 3,400,000 with a $1.25 floor price per share, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis in certain circumstances. Effective as of August 3, 2018, pursuant to the reset provision, the Company adjusted the exercise price to $0.50 per share (the floor price) for the Strome Warrants. The Company accounted for the Strome Warrants, upon issuance, as a derivative liability because the warrants had a downward reset provision with a floor of $0.50 per share. The Company recorded the Strome Warrants at fair value in its consolidated balance sheets, with adjustments to fair value at each period-end. Upon issuance, the Company recognized a derivative liability of $1,344,648, which is reflected as a true-up termination fee on the consolidated statements of operations for the year ended December 31, 2018. As a result of the Strome Warrants exercise price being reduced to the floor exercise price on August 3, 2018 and the triggering of the reset provision, the Strome Warrants no longer contain any reset provisions and will continue to be carried on the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria, delivery of unregistered shares is precluded upon exercise. As of December 31, 2019 and 2018, the carrying amount of the derivative liability was $760,042 and $587,971, respectively (see Note 15). B. Riley Warrants The Company determined that the aforementioned $1.00 exercise price adjustment provisions were inconsequential since the Company did not anticipate issuing common stock or common stock equivalents that would trigger a subsequent financing condition, therefore, the fair value of the warrants were determined under a Black-Scholes pricing model and reflected as a warrant derivative liability upon issuance at fair value, as adjusted at each period-end. If at any time after the six-month anniversary of the issuance of the warrants, if there is no effective registration statement covering the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis. As of December 31, 2019 and 2018, the carrying amount of the derivative liability was $607,513 $358,050, respectively (see Note 15). A summary of the Financing Warrants activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2018 1,289,172 $ 0.29 Issued 2,861,558 1.17 Exercised (842,117 ) 0.20 Issued as result of the reset provision on August 3, 2018 640,405 0.50 Financing Warrants outstanding at December 31, 2018 3,949,018 0.64 4.81 Exercised (1,066,963 ) Financing Warrants outstanding at December 31, 2019 2,882,055 0.80 3.95 Financing Warrants exercisable at December 31, 2019 2,882,055 0.80 3.95 The aggregate issue date fair value of the Financing Warrants issued during the year ended December 31, 2018 was $2,478,359. During 2019, the exercise of the 1,066,963 warrants in September 2019 on a cashless basis resulted in the issuance of 539,331 net shares of common stock when the common stock price was $0.80 per share. During 2018, the exercise of the 842,117 warrants in April 2018 on a cashless basis resulted in the issuance of 736,853 net shares of common stock when the common stock price was $1.60 per share. The intrinsic value of exercisable but unexercised in-the-money stock warrants as of December 31, 2019 was approximately $646,000, based on a fair market value of the Company’s common stock of $0.80 per share on December 31, 2019. The Financing Warrants outstanding and exercisable as of December 31, 2019 are summarized as follows: Outstanding Classified as Derivative Classified Total Exercise Price Expiration Date Liabilities (Shares) Equity Exercisable (Shares) MDB Warrants $ 0.20 November 4, 2021 - 327,490 327,490 Strome Warrants 0.50 June 15, 2023 1,500,000 - 1,500,000 B. Riley Warrants 1.00 October 18, 2025 875,000 - 875,000 MDB Warrants 1.15 October 19, 2022 - 119,565 119,565 MDB Warrants 2.50 October 19, 2022 - 60,000 60,000 Total outstanding and exercisable 2,375,000 507,055 2,882,055 Channel Partner Warrants Information with respect to stock-based compensation related to the Channel Partner Warrants is provided in Note 21. ABG Warrants Information with respect to stock-based compensation related to the ABG Warrants is provided in Note 21. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 21. Stock – Common Stock Awards 2016 Plan On March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant to the 2016 Plan from 3,000,000 shares to 5,000,000 shares. On August 23, 2018, the Board increased the authorized number of shares of common stock under the 2016 Plan from 5,000,000 shares to 10,000,000 shares. The Company’s stockholders approved the increase in the number of shares authorized under the 2016 Plan on April 3, 2020. The 2016 Plan is administered by the Board, and there were no grants prior to the formation of the 2016 Plan. The estimated fair value of the common stock awards is recognized as compensation expense over the vesting period of the award. The fair value of common stock awards granted during the year ended December 31, 2018 were calculated using the Black-Scholes option pricing model utilizing the following assumptions: Risk-free interest rate 2.27% – 3.05% Expected dividend yield 0.00% Expected volatility 108.34% – 139.36% Expected life 3.0 – 6.0 years A summary of the common stock award activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2018 2,176,637 $ 1.25 9.25 Granted 8,187,750 0.84 Exercised (125,000 ) 0.17 Forfeited (732,353 ) 1.41 Expired (101,493 ) 1.49 Common stock awards outstanding at December 31, 2018 9,405,541 0.61 9.30 Exercised (25,000 ) 0.17 Forfeited (1,197,776 ) 0.73 Expired (118,204 ) 1.09 Common stock awards outstanding at December 31, 2019 8,064,561 0.62 8.34 Common stock awards exercisable at December 31, 2019 4,970,584 1.02 8.25 Common stock awards not vested at December 31, 2019 3,093,977 Common stock awards available for future grants at December 31, 2019 1,935,439 The aggregate grant date fair value of common stock awards granted during the year ended December 31, 2018 was $5,566,385. The aggregate intrinsic value as of December 31, 2019 and 2018 was approximately $1,452,000 and none, respectively. Outstanding options for 3,093,977 shares of the Company’s common stock had not vested at December 31, 2019. As of December 31, 2019 and 2018, there was $1,697,036 and $4,338,362, respectively, of total unrecognized compensation expense related to common stock awards granted, which is expected to be recognized over a weighted-average period of approximately 1.34 and 2.19 years, respectively. The intrinsic value of exercisable but unexercised in-the-money common stock options as of December 31, 2019 was approximately $631,000 based on a fair market value of the Company’s common stock of $0.80 per share on December 31, 2019. In conjunction with the recapitalization, the Company assumed 175,000 fully vested common stock options having an exercise price of $0.17 per share and an expiration date of May 15, 2019. Of those options, 125,000 were exercised in June 2018 on a cashless basis resulting in the issuance of 106,154 net shares of common stock. The exercise prices of common stock awards outstanding and exercisable are as follows as of December 31, 2019: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 5,048,750 2,539,496 $1.01 to $1.25 1,553,333 1,154,687 $1.26 to $1.50 28,309 18,448 $1.51 to $1.75 345,000 239,759 $1.76 to $2.00 924,169 904,444 $2.01 to $2.25 135,000 83,750 $2.26 to $2.50 30,000 30,000 8,064,561 4,970,584 Common Equity Awards 2019 Plan The Company’s stockholders approved the 2019 Plan and the maximum number of shares authorized of 85,000,000 under the 2019 Plan on April 3, 2020. Initially, the Company did not have sufficient authorized but unissued shares of common stock to allow for the exercise of the stock options granted under the 2019 Plan; accordingly, as of December 31, 2019, any equity award grants under the 2019 Plan were considered as unfunded and were not exercisable until sufficient shares of common stock were authorized (further details subsequent to the date of these consolidated financial statements are provided under the heading 2019 Equity Incentive Plan The estimated fair value of the common equity awards is recognized as compensation expense over the vesting period of the award. The fair value of common equity awards granted during the year ended December 31, 2019 was calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 1.51% – 2.59% 1.51% – 2.59% Expected dividend yield 0.00% 0.00% Expected volatility 69.00% – 95.00% 119.00% – 149.00% Expected life 3.0 – 6.0 years 3.0 – 6.0 years The fair value of common equity awards granted during the year ended December 31, 2019 were calculated using the Monte Carlo model for the market-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.20% – 2.70% 2.16% – 2.71% Expected dividend yield 0.00% 0.00% Expected volatility 140.00% – 146.00% 110.00% Expected life 10.0 years 10.0 years A summary of the common equity award activity during the year ended December 31, 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common equity awards outstanding at January 1, 2019 - $ - - Granted 68,180,863 0.53 Forfeited (3,167,218 ) 0.53 Common equity awards outstanding at December 31, 2019 65,013,645 0.53 9.43 Common equity awards vested at December 31, 2019 55,556 Common equity awards exercisable at December 31, 2019 - Common equity awards not vested at December 31, 2019 64,958,089 Common equity awards available for future grants at December 31, 2019 19,986,355 The aggregate grant date fair value for the common equity awards granted during the year ended December 31, 2019 was $30,864,185. The aggregate intrinsic value as of December 31, 2019 was approximately $17,554,000. Outstanding options for 64,958,089 shares of the Company’s common stock had not vested as of December 31, 2019. As of December 31, 2019, there was $20,140,032 of total unrecognized compensation expense related to the common equity awards granted, which is expected to be recognized over a weighted-average period of approximately 2.54 years. The intrinsic value of exercisable but unexercised in-the-money common stock options as of December 31, 2019 was approximately $6,000 based on a fair market value of the Company’s common stock of $0.80 per share on December 31, 2019. The exercise prices for the common equity awards outstanding, vested and exercisable are as follows at December 31, 2019: Exercise Outstanding Vested Exercisable Price (Shares) (Shares) (Shares) No exercise price 250,000 - - Under $1.00 64,763,645 55,566 - 65,013,645 55,556 - Outside Options The Company granted stock options outside the 2016 Plan and 2019 Plan during the year ended December 31, 2019 to certain officers, directors and employees of the Company as approved by the Board and administered by the Company (the “outside options”). The stock options were to acquire shares of the Company’s common stock and were subject to: (1) time-based vesting; (2) certain performance-based targets; and (3) certain performance achievements. Options to purchase common stock issued pursuant to the Outside Plan may have a term of up to ten years. The Company did not have sufficient authorized but unissued shares of common stock to allow for the exercise of these common stock options granted; accordingly, any common stock options granted were considered unfunded and were not exercisable until sufficient common shares were authorized (further details subsequent to the date of these consolidated financial statements are provided under the heading Sequencing Policy The fair value for the outside options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions: Risk-free interest rate 2.79% – 3.09% Expected dividend yield 0.00% Expected volatility 113.49% – 116.86% Expected life 6.0 years The fair value for the outside options granted during the year ended December 31, 2019 were calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.49% – 2.57% 2.49% – 2.57% Expected dividend yield 0.00% 0.00% Expected volatility 74.00% – 95.00% 122.00% – 142.00% Expected life 3.0 – 5.8 years 3.0 – 5.8 years A summary of outside option activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2018 - $ - Granted 2,414,000 0.36 Outside options outstanding at December 31, 2018 2,414,000 0.36 9.94 Granted 1,500,000 0.57 9.94 Exercised (2,000 ) 0.35 Forfeited (180,000 ) 0.35 Expired (7,333 ) 0.35 Outside options outstanding at December 31, 2019 3,724,667 0.21 9.04 Outside options vested at December 31, 2019 1,203,667 0.89 9.02 Stock options exercisable at December 31, 2019 - Stock options not vested at December 31, 2019 2,521,000 The aggregate grant date fair value of outside options granted during the years ended December 31, 2019 and 2018 was $675,000 and $755,884, respectively. The aggregate intrinsic value as of December 31, 2019 and 2018 was approximately $2,198,000 and $278,000, respectively. Outstanding options for 2,521,000 shares of the Company’s common stock had not vested as of December 31, 2019. As of December 31, 2019 and 2018, there was $958,315 and $733,875 of total unrecognized compensation expense related to common stock options granted, which is expected to be recognized over a weighted-average period of approximately 2.07 and 2.92 years, respectively. The intrinsic value of exercisable but unexercised in-the-money common stock options as of December 31, 2019 was approximately $445,000 based on a fair market value of the Company’s common stock of $0.80 per share on December 31, 2019. The exercise prices of outside options outstanding, vested and exercisable are as follows as of December 31, 2019: Exercise Outstanding Vested Exercisable Price (Shares) (Shares) (Shares) Under $1.00 3,724,667 1,203,667 - Channel Partner Warrants On December 19, 2016, as amended on August 23, 2017, and August 23, 2018, the Board approved the Channel Partner Warrant Program (the “Channel Partner Warrant Program”) to be administered by management that authorized the Company to grant Channel Partner Warrants. As of December 31, 2019, Chanel Partner Warrants to purchase up to 2,000,000 shares of common stock issued pursuant to the Channel Partner Warrant Program were reserved for grant. The Channel Partner Warrants had certain performance conditions. Pursuant to the terms of the Channel Partner Warrants, the Company would notify the respective Channel Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date, one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares vesting on the second anniversary of the notice date. The Channel Partner Warrants had a term of five years from issuance and could also be exercised on a cashless basis. Performance conditions are generally based on the average of number of unique visitors on the channel operation by the Channel Partner generated during the six-month period from the launch of the Channel Partner’s operations on the Company’s technology platform or the revenue generated during the period from the issuance date through a specified end date. The Channel Partner Warrants are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the Channel Partner Warrants vest, they are valued on each vesting date. Channel Partner Warrants with performance conditions that do not have sufficiently large disincentive for non-performance are measured at fair value that is not fixed until performance is complete. The estimated fair value of the equity-based awards is recognized as an expense at the vesting date of the award. The fair value of the Channel Partner Warrant is estimated at the vesting date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and warrant life. The fair value of Channel Partner Warrants issued during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions: Risk-free interest rate 2.54% – 2.89% Expected dividend yield 0.00% Expected volatility 95.73% – 119.45% Expected life 3.0 – 5.0 years A summary of the Channel Partner Warrants activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Channel Partner Warrants outstanding at January 1, 2018 1,303,832 $ 1.48 4.35 Issued 295,000 1.74 Forfeited (581,692 ) 1.47 Channel Partner Warrants outstanding at December 31, 2018 1,017,140 1.47 3.26 Forfeited (77,599 ) 1.62 Channel Partner Warrants outstanding at December 31, 2019 939,541 1.46 2.57 Channel Partner Warrants exercisable at December 31, 2019 613,041 1.50 2.63 Channel Partner Warrants available for future grants at December 31, 2019 1,060,459 The exercise prices range from $1.32 to $2.25 per share. There was no intrinsic value of exercisable but unexercised in-the-money Channel Partner Warrants since the fair market value of $0.48 per share of the Company’s common stock was lower than the exercise prices on December 31, 2019. Restricted Stock Units On May 31, 2019, the Company issued 2,399,997 restricted stock units to HubPages employees in settlement of the true-up provisions of the restricted stock awards issued at the time of the HubPages Merger. Each restricted stock unit represents the right to receive a number of the shares of the Company’s common stock pursuant to a grant agreement, subject to certain terms and conditions, and will be credited to a separate account maintained by the Company. All amounts credited to the separate account will be part of the general assets of the Company. The restricted stock units will vest in accordance with the grant agreement in six equal installments at four-month intervals on the first of each month, starting on June 1, 2019, with the final vesting date on February 1, 2021. In addition to the vesting schedule as aforementioned, the restricted stock units would not vest until the Company increased its authorized shares of the Company’s common stock. Each restricted stock unit granted and credited to the separate account for the employee will be issued by the Company upon the authorized shares of the Company’s common stock increased (further details subsequent to the date of these consolidated financial statements are provided under the heading Restricted Stock Sequencing Policy The fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued during the year ended December 31, 2019. A summary of the restricted stock unit activity during the year ended December 31, 2019 is as follows: Weighted Average Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2019 - - $ - Issued 2,399,997 - 0.45 Restricted stock units outstanding at December 31, 2019 2,399,997 - 0.45 Restricted stock units credited to a separate account at December 31, 2019 - - As of December 31, 2019, there was $559,412 of total unrecognized compensation expense related to the restricted stock unit which is expected to be recognized over a weighted-average period of approximately 1.09 years. ABG Warrants In connection with the Sports Illustrated Licensing Agreement and issuance of the ABG Warrants to purchase up to 21,989,844 shares of the Company’s common stock, the Company recorded the issuance of the warrants as stock-based compensation in accordance with the adoption of ASU 2018-07 with the fair value of the warrants measured at the time of grant and expensed over the requisite service period. The fair value of the ABG Warrants granted during the year ended December 31, 2019 were calculated using the Monte Carlo model by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.00% – 2.10% 2.00% – 2.10% Expected dividend yield 0.00% 0.00% Expected volatility 51.00% – 52.00% 121.00% – 123.00% Expected life 6.0 – 7.3 years 6.2 – 7.3 years A summary of the ABG Warrant activity during the year ended December 31, 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) ABG Warrants outstanding at January 1, 2019 - $ - Issued 21,989,844 0.55 ABG Warrants outstanding at December 31, 2019 21,989,844 0.55 9.46 ABG Warrants exercisable at December 31, 2019 - ABG Warrants not vested at December 31, 2019 21,989,844 The aggregate issue date fair value of the ABG Warrants issued during the year ended December 31, 2019 was $5,458,979. As of December 31, 2019, there was $4,663,176 of total unrecognized compensation expense related to the ABG Warrants granted, which is expected to be recognized over a weighted-average period of approximately 3.38 years. Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2019 and 2018 are summarized as follows: Year Ended December 31, 2019 Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 122,192 $ 44,520 $ 774,632 $ 1,580 $ 50,828 $ - $ 993,752 Selling and marketing 34,393 100,388 455,280 242,399 - - 832,460 General and administrative 2,541,468 1,660,607 3,383,338 157,359 - 795,803 8,538,575 Total costs charged to operations 2,698,053 1,805,515 4,613,250 401,338 50,828 795,803 10,364,787 Capitalized platform development 535,004 175,837 590,618 5,931 - - 1,307,390 Total stock-based compensation $ 3,233,057 1,981,352 $ 5,203,868 $ 407,269 $ 50,828 $ 795,803 $ 11,672,177 Year Ended December 31, 2018 Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 6,745 $ - $ - $ - $ 152,460 $ - $ 159,205 Selling and marketing 607 67,062 8,782 - - - 76,451 General and administrative 2,973,051 1,130,326 1,791 - - - 4,105,168 Total costs charged to operations 2,980,403 1,197,388 10,573 - 152,460 - 4,340,824 Capitalized platform development 1,639,038 211,346 - - - - 1,850,384 Total stock-based compensation $ 4,619,441 1,408,734 $ 10,573 $ - $ 152,460 $ - $ 6,191,208 |
Settlement of Promissory Notes
Settlement of Promissory Notes Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Settlement Of Promissory Notes Receivable | |
Settlement of Promissory Notes Receivable | 22. Settlement of Promissory Notes Receivable On March 19, 2018, the Company entered into a non-binding letter of intent (the “Letter of Intent”) to acquire Say Media, a media and publishing technology company. Pursuant to the Letter of Intent, Maven loaned Say Media $1,000,000 under a secured promissory note dated March 26, 2018 payable on the six month anniversary of the earlier of (i) the termination of the Letter of Intent, or (ii) if Maven and Say Media should execute a definitive agreement (as defined in the Letter of Intent), the termination of the definitive agreement (such date, the “Maturity Date”). Pursuant to the secured promissory note, interest accrues at a rate of 5% per annum, with all accrued and unpaid interest payable on the Maturity Date, with prepayment permitted at any time without premium or penalty. In the event of default, interest would accrue at a rate of 10%. Additional promissory notes were issued as follows: (1) on July 23, 2018, a secured promissory note in the principal amount of $250,000, with the Maturity Date and interest terms as set forth above; (2) on August 21, 2018, a senior secured promissory note in the principal amount of $322,363, due and payable on February 21, 2019, with interest terms as set forth above; (3) on November 30, 2018, a senior secured promissory note in the principal amount of $4,322,166, due and payable on or before the first business day following the earlier of (i) the consummation of the Closing, as defined under the Say Media Merger Agreements, and (ii) February 21, 2019, with interest terms as outlined above. As of December 12, 2018, the aggregate outstanding principal amounts totaled $5,894,529, with respect to the foregoing promissory notes. On December 12, 2018, pursuant to the Say Media Merger Agreements entered into on October 12, 2018 and amended on October 17, 2018, the Company settled the promissory notes receivable by effectively forgiving $3,366,031 of the balance due at closing as reflected on the consolidated statements of operations. The remainder of the outstanding principal amounts of the promissory notes consisting of $2,078,498, advanced for payments owed in connection with the closing of the Say Media Merger, and $450,000, advanced for acquisition-related legal fees of Say Media, were reflected as part of the purchase price. |
Liquidated Damages
Liquidated Damages | 12 Months Ended |
Dec. 31, 2019 | |
Liquidated Damages | |
Liquidated Damages | 23. Liquidated Damages The following tables summarize the Liquidated Damages recognized during the years ended December 31, 2019 and 2018, with respect to the registration rights agreements and securities purchase agreements: Year Ended December 31, 2019 Series H Preferred Stock 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ - $ 138,600 $ - $ 138,600 Public Information Failure Damages - 102,246 69,300 - 171,546 Accrued interest - 16,162 262,193 140,015 418,370 Balance $ - $ 118,408 $ 470,093 $ 140,015 $ 728,516 Year Ended December 31, 2018 MDB Common Series H Preferred Stock 12% Convertible Debentures Total Liquidated Damages Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,178,956 Public Information Failure Damages - 1,163,955 706,944 1,870,899 Accrued interest - 481,017 116,726 597,743 Totals $ 15,001 $ 2,808,927 $ 823,670 $ 3,647,598 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 24. Income Taxes The components of the benefit for income taxes consist of the following: Years Ended December 31, 2019 2018 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax benefit: Federal 9,802,070 3,359,203 State and local 3,053,709 1,498,009 Change in valuation allowance 6,685,348 (4,765,579 ) Total deferred tax benefit 19,541,127 91,633 Total income tax benefit $ 19,541,127 $ 91,633 On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). The TCJA reduces the U.S. federal corporate tax rate from 35% to 21%, imposes a one-time repatriation tax, and numerous other provisions transitioning to a territorial system. Proposed amendments to the Income Tax Regulations under Section 163(j) of the U.S. Internal Revenue Code were issued on November 26, 2018 and were effective for the taxable year 2019 after publication in the Federal Register, at which time they will be adopted by the Company. Additional discussion of the impact of the TCJA on the consolidated financial statements is included below. The components of deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 20,998,172 $ 10,474,525 Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 450,116 16,017 Accrued expenses and other 64,494 64,849 Deferred rent - 21,233 Contract liabilities - 84,622 Liquidated damages payable 1,078,235 646,146 Stock-based compensation 1,055,083 242,545 Operating lease liability 223,596 - Depreciation and amortization 3,921,952 981,850 Current deferred tax assets 28,055,521 12,795,660 Valuation allowance (3,484,746 ) (8,541,191 ) Total deferred tax assets 24,570,775 4,254,469 Deferred tax liabilities: Prepaid expenses (148,051 ) - Contract liabilities (67,295 ) - Acquisition-related intangibles (24,355,429 ) (4,254,469 ) Total deferred tax liabilities (24,570,775 ) (4,254,469 ) Net deferred tax $ - $ - The Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred tax assets up to the deferred tax liabilities as of December 31, 2019 and 2018. As of December 31, 2019, the Company had federal, state, and local net operating loss carryforwards available of approximately $75.00 million, $59.66 million, and $22.66 million, respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $34.44 million do not expire (limited to 80% of taxable income in a given year) and $40.56 million will expire, if not utilized, through 2037 in various amounts. As of December 31, 2018, the Company had federal, state, and local net operating loss carryforwards available of approximately $36.65 million, $33.93 million, and $8.15 million, respectively, to offset future taxable income. Sections 382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain recognized built-in losses and other carryforwards, after an ownership change occurs. A section 382 ownership change occurs if one or more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Future issuances or sales of the Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s control) could also result in an ownership change under section 382. If an ownership change occurs, Section 382 would impose an annual limit on the amount of pre-change net operating losses and other losses we can use to reduce our taxable income generally equal to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain adjustments) and the long-term tax exempt interest rate for the month of the ownership change. The Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4, 2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available. Accordingly, the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets. The Company completed a preliminary section 382 analysis as of December 31, 2019 and concluded it may have experienced an ownership change as a result of certain equity offerings during 2018. The Company concluded that its federal net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018 and 2019, resulted in annual limitations on the overall net operating loss carryforward and that the ownership change during 2018 would impose an annual limit on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply for state and local income taxes) to be paid earlier than otherwise would be paid if such limitations were not in effect. The federal, state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of December 31, 2019. The benefit for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows: Years Ended December 31, 2019 2018 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (12,188,924 ) 21.0 % $ (5,493,498 ) 21.0 % State and local taxes, net of federal benefit (3,053,709 ) 5.3 % (1,498,009 ) 5.7 % Stock-based compensation 276,382 (0.5 )% 434,556 (1.7 )% Other differences, net 199,642 (0.3 )% 246,614 (0.8 )% Valuation allowance (6,685,348 ) 11.5 % 4,765,579 (18.2 )% Permanent differences 1,910,830 (3.3 )% 1,453,125 (5.6 )% Tax benefit and effective income tax rate $ (19,541,127 ) 33.7 % $ (91,633 ) 0.4 % The Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12 months. The Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2019 and 2018. The Company files tax returns in the U.S. federal jurisdiction and New York, California, and other states. The Company is generally subject to examination by income tax authorities for three years from the filing of a tax return, therefore, the federal and certain state returns from 2016 forward and the California returns from 2015 forward are subject to examination. The Company currently is not under examination by any tax authority. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 25. Related Party Transactions On January 4, 2018, the Company completed a private placement of its common stock, selling 1,200,000 shares at $2.50 per share, for total gross proceeds of $3,000,000. In connection with the offering, MDB, which acted as placement agent, was entitled to 60,000 shares of the Company’s common stock and warrants to purchase 60,000 shares of the Company’s common stock. On June 15, 2018, four investors invested a total of $4,775,000 in 10% Convertible Debenture offering. Included in the total was an investment of $3,000,000 by Strome who beneficially owned more than 10% of the shares of the Company’s common stock, $1,000,000 by the Company’s then-Chief Executive Officer, James C. Heckman, and $25,000 from the Company’s then-President, Joshua Jacobs, totaling $4,025,000. Interest was payable on the 10% Convertible Debentures at the rate of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December 31, 2018, and the 10% Convertible Debentures were due and payable on June 30, 2019. The 10% Convertible Debentures were converted on August 10, 2018, as described below, where the investors received additional interest payments to provide the investor with a 20% annual internal rate of return. Upon conversion, Strome received $600,000, James C. Heckman received $200,000, and Joshua Jacobs received $5,000 in satisfaction of the 20% annual internal rate of return by issuing additional shares of the Series H Preferred Stock. On June 15, 2018, the Company also modified two previous securities purchase agreements dated January 4, 2018 and March 30, 2018 with Strome to eliminate a true-up provision entered into on March 30, 2018 under which the Company was committed to issue up to 1,700,000 shares of the Company’s common stock in certain circumstances. As consideration for such modification, the Company issued a warrant to Strome to purchase up to 1,500,000 shares of the Company’s common stock, exercisable at an initial price of $1.19 per share for a period of five years. On August 10, 2018, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which it issued an aggregate of 19,400 shares of Series H Preferred Stock at a stated value of $1,000, initially convertible into 58,787,879 shares of its common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share, for aggregate gross proceeds of $19,399,250. Of the shares of Series H Preferred Stock issued, Strome received 3,600 shares, James C. Heckman or an affiliated entity of his, received 1,200 shares, and Joshua Jacobs received 30 shares upon conversion of the 10% Convertible Debentures. On August 10, 2018, B. Riley FBR, acted as placement agent for the Series H Preferred Stock financing, and was paid $575,000 in cash, for its services as placement agent, and issued 669 shares (stated value of $1,000 per share) of Series H Preferred Stock. On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which it issued to the investors the 10% OID Convertible Debentures resulting in net proceeds of $3,285,000. B. Riley’s legal fees and expenses of $40,000 were netted from the proceeds received by them. The Company issued warrants to B. Riley to purchase up to 875,000 shares of the Company’s common stock in connection with this securities purchase agreement. On December 12, 2018, the Company converted the 10% OID Convertible Debentures to the 12% Convertible Debentures under a securities purchase agreement with three accredited investors, for aggregate proceeds of $3,551,528, which included principal and interest of the 10% OID Convertible Debentures. Upon conversion, interest of $82,913 was recorded for the 10% OID Convertible Debentures held by B. Riley. The Company received net proceeds from B. Riley or its affiliated entities of $8,950,000 under 12% Convertible Debentures. The Company paid B. Riley FBR cash of $540,000 as placement agent in the offering. B. Riley’s legal fees and expenses of $50,000 were netted from the proceeds received by them. The 12% Convertible Debentures are due and payable on December 31, 2020. Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. The Company’s obligations under the 12% Convertible Debentures are secured by a security agreement, dated as of October 18, 2018, by and among us and each investor thereto. On June 10, 2019, the Company entered into the 12% Senior Secured Note agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, pursuant to which the Company issued to the investor a 12% senior secured note, due July 31, 2019. In connection with the 12% Senior Secured Note, B. Riley FBR received a placement fee from the proceeds of $1,000,000 and legal fees and expenses of $135,000. On June 14, 2019, the Company entered into the 12% Amended Senior Secured Note agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, which amended and restated the 12% Senior Secured Note dated June 10, 2019. In connection with the 12% Amended Senior Secured Note the Company paid B. Riley FBR cash of $2,400,000 as placement agent and $3,500,000 as a success fee in the offering. On June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which it issued an aggregate of 23,100 shares of Series I Preferred Stock at a stated value of $1,000, initially convertible into 46,200,000 shares of its common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.50 per share, for aggregate gross proceeds of $23,100,000. Of the shares of Series I Preferred Stock issued, Ross Levison purchased 500 shares for $500,000. B. Riley FBR, acting as placement agent for the Series I Preferred Stock financing, was paid in cash $1,386,000 for its services and reimbursed for certain legal and other costs. On August 27, 2019, the Company entered into a first amendment to amended note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of B. Riley, with respect to the 12% Amended Senior Secured Notes. In connection with the 12% Amended Senior Secured Note, B. Riley FBR received a closing fee from the proceeds of $150,000 and legal fees and expenses. On October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which it issued an aggregate of 20,000 shares of Series H Preferred Stock at a stated value of $1,000, initially convertible into 28,571,428 shares of its common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.70 per share, for aggregate gross proceeds of $20,000,000. Of the shares of Series H Preferred Stock issued, Luke E. Fichthorn III, an immediate family member of John A. Fichthorn, purchased 100 shares, and B Riley, or an affiliated entity, purchased 5,000 shares. B. Riley FBR, acting as placement agent for the Series J Preferred Stock financing, was paid in cash $525,240 for its services and reimbursed for certain legal and other costs. Cramer Digital, Inc. Agreement On August 7, 2019, in connection with TheStreet Merger, the Company entered into a letter agreement (the “Original Cramer Agreement”) with finance and stock market expert Jim Cramer, who co-founded TheStreet, which sets forth the terms of the Cramer Services (defined below) to be provided by Mr. Cramer and Cramer Digital, Inc. (“Cramer Digital”), a production company owned and controlled by Mr. Cramer, featuring the digital rights and content created by Mr. Cramer and his team of financial experts. A second letter agreement providing additional terms was entered into on April 16, 2020 (the “Second Cramer Agreement”). The Company entered into a third letter agreement on January 25, 2021, which extended the notice date to cancel the third year of the term of the Original Cramer Agreement from February 7, 2021 to April 9, 2021 (the “Third Cramer Agreement” and, together with the Original Cramer Agreement and the Second Cramer Agreement, the “Cramer Agreement”). The Cramer Agreement provides for Mr. Cramer and Cramer Digital to create content for the Company on each business day during the term of the Cramer Agreement, prepare special content for the Company, make certain personal appearances and provide other services as reasonably requested and mutually agreed to (collectively, the “Cramer Services”). In consideration for the Cramer Services, the Company pays Cramer Digital a commission on subscription revenues and net advertising revenues for certain content (the “Revenue Share”). In addition, the Company pays Cramer Digital approximately $3,000,000 as an annualized guaranteed payment in equal monthly draws, recoupable against the Revenue Share. The Company also issued two options to Cramer Digital pursuant to the 2019 Plan. The first option was to purchase up to two million shares of the Company’s common stock at an exercise price of $0.72, the closing stock price on August 7, 2019, the grant date. This option vests over 36 months. The second option was to purchase up to three million shares of the Company’s common stock at an exercise price of $0.54, the closing stock price on April 21, 2020, the grant date. In the event Cramer Digital and the Company agree to renew the term of the Cramer Agreement for a minimum of three years from the end of the second year of the current term, 900,000 shares will vest on the first day of the third year of the term as so extended (the “Trigger Date”). The remaining shares will vest equally on the 12-month anniversary of the Trigger Date, the 24-month anniversary of the Trigger Date and the 36-month anniversary of the Trigger Date. In addition, the Company provides Cramer Digital with a marketing budget, access to personnel and support services, and production facilities. Finally, the Cramer Agreement provides that the Company will reimburse fifty percent of the cost of the rented office space by Cramer Digital, up to a maximum of $4,250 per month. Board of Directors and Finance Committee During September 2018, John A. Fichthorn joined the Board and during November 2018 he was elected as Executive Chairman and Chairman of the Company’s Finance Committee. Until March of 2020, Mr. Fichthorn served as Head of Alternative Investments for B. Riley Capital Management, LLC, which is an SEC-registered investment adviser and a wholly owned subsidiary of B. Riley. During September 2018, Todd D. Sims joined the Board and is also a member of the board of directors of B. Riley. Mr. Sims serves on the Company’s Board as a designee of B. Riley. Since August 2018, B. Riley FBR has been instrumental in raising debt and equity capital for the Company to support its acquisitions of HubPages, Say Media, TheStreet, and the Sports Illustrated Licensing Agreement with ABG, with continued support for subsequent refinancing of debt, equity capital, and working capital purposes (see Note 28). Service and Consulting Contracts Ms. Rinku Sen joined the Board in November 2017 and has provided consulting services and operates a channel on the Company’s technology platform. During the years ended December 31, 2019 and 2018, the Company paid Ms. Sen $39,650 and $15,521, respectively, for these services. Effective on September 20, 2017, the Company entered into a six-month contract, with automatic renewals unless cancelled, with a company located in Nicaragua that is owned by Mr. Christopher Marlett, a then member of the Board, to provide content conversion services. During the year ended December 31, 2018, the Company paid $76,917 for these services. Mr. Marlett was a director of the Company until February 1, 2018 and is the Chief Executive Officer of MDB. On January 1, 2019, the Company entered into an amended consulting agreement with William Sornsin, the Company’s former Chief Operating Officer, pursuant to which the Company agreed to pay a monthly fee of $10,000, plus various incentive payments for launching certain sites on the Company’s platform from January 2019 through September 2019. Officer Promissory Notes In May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which ranged from 2.18% to 2.38%. As of December 31, 2019 and 2018, the total principal amount of advances outstanding was $319,351 (includes accrued interest of $5,794) and $680,399 (includes accrued interest of $12,574), respectively (see Note 17). Subsequent to December 31, 2019, the note was repaid (further details are provided under the heading Issuance of Preferred Stock |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. Commitments and Contingencies Revenue Guarantees On a select basis, the Company has provided revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. During the years ended December 31, 2019 and 2018, the Company paid Channel Partner guarantees of $7,111,248 and $1,456,928, respectively. Claims and Litigation From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Liquidated Damages The following table summarizes the contingent obligations with respect to the Liquidated Damages as of the issuance date of these consolidated financial statements: 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ 277,200 $ 360,000 $ 637,200 Public Information Failure Damages 12,300 346,500 360,000 718,800 Accrued interest 1,578 69,991 60,007 131,576 $ 13,878 $ 693,691 $ 780,007 $ 1,487,576 |
Quarterly Financial Information
Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 | 27. Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 The following tables summarize the quarterly and annual financial information for fiscal 2019 and fiscal 2018, as applicable. Condensed Consolidated Balance Sheets As of Table March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Assets Current assets: Cash and cash equivalents $ 2,138,593 $ 13,149,604 $ 1,973,435 $ 2,406,596 Restricted cash (see Note 2) 120,718 120,749 620,779 120,693 Accounts receivable, net A 2,718,004 2,006,938 3,319,124 - Factor receivables A - - - 6,130,674 Subscription acquisition costs A 17,056 - - 17,056 Royalty fees (see Note 5) - 15,000,000 15,000,000 - Convertible preferred stock subscription receivable - 8,100,000 - - Prepayments and other current assets B 842,393 718,232 2,893,870 858,323 Total current assets 5,836,764 39,095,523 23,807,208 9,533,342 Advance relating to acquisition of TheStreet (see Note 3) - 16,500,000 - - Operating lease right-of-use assets (see Note 7) 829,155 724,758 1,912,932 - Property and equipment, net 61,506 73,053 739,339 68,830 Platform development, net C 4,723,236 5,049,194 5,556,978 4,707,956 Royalty fees, net of current portion (see Note 5) - 30,000,000 30,000,000 - Acquired and other intangible assets, net D 14,568,858 13,733,958 25,032,710 15,403,758 Other long-term assets 182,238 92,002 959,469 119,630 Goodwill E 7,324,287 7,324,287 16,139,377 7,324,287 Total assets $ 33,526,044 $ 112,592,775 $ 104,148,013 $ 37,157,803 Liabilities, mezzanine equity and stockholders’ (deficiency) Current liabilities: Accounts payable $ 2,527,428 $ 2,271,503 $ 3,990,958 $ 4,943,767 Accrued expenses and other F 3,279,517 5,228,542 7,247,859 2,382,047 Line of credit (see Note 13) 897,653 1,463,598 1,025,494 1,048,194 Liquidated damages payable G 3,744,285 5,689,738 5,689,738 3,647,598 Unearned revenue A 98,229 96,350 6,819,242 396,407 Warrant derivative liabilities H 1,739,930 1,906,005 1,836,894 1,364,235 Embedded derivative liabilities I 10,780,000 12,240,000 17,861,000 7,387,000 Officer promissory notes, including accrued interest (see Note 16) 315,065 316,801 318,459 680,399 Total current liabilities 23,382,107 29,212,537 44,789,644 21,849,647 Unearned revenues, net of current portion A 252,500 252,500 710,119 252,500 Operating lease liabilities, net of current portion J 439,599 336,289 745,075 - Other long-term liability 242,310 242,310 242,310 242,310 Investor liability - - 875,000 - Deferred rent - - - 46,335 Convertible debt L 9,160,861 10,492,770 11,865,866 7,270,939 Long-term debt (see Note 18) - 59,870,303 48,272,995 - Total liabilities 33,477,377 100,406,709 107,501,009 29,661,731 Commitments and contingencies (see Note 26) Mezzanine equity: Series G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $168,496; Series G shares designated: 1,800 for each respective period presented; Series G shares issued and outstanding: 168,496; common shares issuable upon conversion: 188,791 shares for each respective period presented 168,496 168,496 168,496 168,496 Series H convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $19,399,250; Series H shares designated: 23,000; Series H shares issued and outstanding: 19,400 for each respective period presented; common shares issuable upon conversion: 58,787,879 shares for each respective period presented 18,045,496 18,045,496 18,045,496 18,045,496 Series I convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $25,800,000; Series I shares designated: 25,800; Series I shares issued and outstanding: 23,100 for each respective period presented; common shares issuable upon conversion: 46,200,000 shares for each respective period presented - 19,753,600 19,753,600 - Total mezzanine equity 18,213,992 37,967,592 37,967,592 18,213,992 Stockholders’ (deficiency): Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding (1) 376,861 369,389 373,532 357,685 Common stock to be issued 39,383 39,383 39,383 51,272 Additional paid-in capital 24,893,365 27,870,197 32,006,113 23,413,077 Accumulated deficit (43,474,934 ) (54,060,495 ) (73,739,616 ) (34,539,954 ) Total stockholders’ (deficiency) (18,165,325 ) (25,781,526 ) (41,320,588 ) (10,717,920 ) Total liabilities, mezzanine equity and stockholders’ (deficiency) $ 33,526,044 $ 112,592,775 $ 104,148,013 $ 37,157,803 (1) Common stock issued and outstanding 37,686,173 36,938,927 37,353,258 35,768,619 The Company’s results of operations vary and may continue to fluctuate significantly from quarter to quarter. The results of operations in any period should not necessarily be considered indicative of the results to be expected from any future period. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, Table 2019 2018 Revenue M $ 6,273,963 $ 86,685 Cost of revenue (1) K 5,652,565 1,035,708 Gross profit (loss) 621,398 (949,023 ) Operating expenses: Selling and marketing K 1,149,292 153,505 General and administrative K 4,225,253 2,463,771 Depreciation and amortization 108,340 5,630 Total operating expenses 5,482,885 2,622,906 Loss from operations (4,861,487 ) (3,571,929 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (375,695 ) - Change in valuation of embedded derivative liabilities (see Note 15) (2,383,000 ) - Interest expense N (1,301,208 ) - Interest income 3,171 - Liquidated damages (see Note 23) (16,887 ) - Other Income 126 - Total other expense (4,073,493 ) - Loss before income taxes (8,934,980 ) (3,571,929 ) Benefit for income taxes - - Net loss attributable to common shareholders $ (8,934,980 ) $ (3,571,929 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.16 ) Weighted average number of shares outstanding – basic and diluted 34,837,518 22,934,369 (1) Amortization included in cost of revenues $ 1,324,970 $ 349,512 Three Months Ended June 30, Six Months Ended June 30, Table 2019 2018 2019 2018 Revenue M $ 5,770,283 $ 216,356 $ 12,044,246 $ 303,041 Cost of revenue (1) K 5,487,172 1,102,813 11,139,737 2,138,521 Gross profit (loss) 283,111 (886,457 ) 904,509 (1,835,480 ) Operating expenses: Selling and marketing K 1,451,101 761,135 2,600,393 914,640 General and administrative K 5,871,015 2,222,187 10,096,268 4,685,958 Depreciation and amortization 107,637 6,615 215,977 12,245 Total operating expenses 7,429,753 2,989,937 12,912,638 5,612,843 Loss from operations (7,146,642 ) (3,876,394 ) (12,008,129 ) (7,448,323 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (166,075 ) - (541,770 ) - Change in valuation of embedded derivative liabilities (see Note 15) (1,396,000 ) 128,544 (3,779,000 ) 128,544 True-up termination fee - (1,344,648 ) - (1,344,648 ) Interest expense N (1,876,054 ) (123,543 ) (3,177,262 ) (123,543 ) Interest income 63 14,384 3,234 14,384 Liquidated damages (see Note 23) (853 ) (15,001 ) (17,740 ) (15,001 ) Other Income - - 126 - Total other expense (3,438,919 ) (1,340,264 ) (7,512,412 ) (1,340,264 ) Loss before income taxes (10,585,561 ) (5,216,658 ) (19,520,541 ) (8,788,587 ) Benefit for income taxes - - - - Net loss attributable to common shareholders $ (10,585,561 ) $ (5,216,658 ) $ (19,520,541 ) $ (8,788,587 ) Basic and diluted net loss per common share $ (0.30 ) $ (0.21 ) $ (0.55 ) $ (0.36 ) Weighted average number of shares outstanding – basic and diluted 35,556,188 25,290,190 35,208,771 24,258,944 (1) Amortization included in cost of revenues $ 1,361,319 $ 433,204 $ 2,686,289 $ 782,716 Three Months Ended September 30, Nine Months Ended September 30, Table 2019 2018 2019 2018 Revenue M $ 7,586,020 $ 1,157,917 $ 19,630,266 $ 1,460,958 Cost of revenue (1) K 7,612,585 1,784,073 18,752,322 3,922,594 Gross profit (loss) (26,565 ) (626,156 ) 877,944 (2,461,636 ) Operating expenses: Selling and marketing K 2,059,820 425,326 4,660,213 1,339,966 General and administrative K 7,262,496 2,546,369 17,358,764 7,232,328 Depreciation and amortization 349,604 12,715 565,581 24,960 Total operating expenses 9,671,920 2,984,410 22,584,558 8,597,254 Loss from operations (9,698,485 ) (3,610,566 ) (21,706,614 ) (11,058,890 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (666,075 ) (324,485 ) (1,207,845 ) (324,485 ) Change in valuation of embedded derivative liabilities (see Note 15) (5,621,000 ) 459,472 (9,400,000 ) 588,016 True-up termination fee - - - (1,344,648 ) Settlement of promissory notes receivable - (1,166,556 ) - (1,166,556 ) Interest expense N (3,701,310 ) (1,428,463 ) (6,878,572 ) (1,552,006 ) Interest income 7,749 2,199 10,983 16,583 Liquidated damages (see Note 23) - (2,652,798 ) (17,740 ) (2,667,798 ) Other Income - - 126 - Total other expense (9,980,636 ) (5,110,631 ) (17,493,048 ) (6,450,894 ) Loss before income taxes (19,679,121 ) (8,721,197 ) (39,199,662 ) (17,509,784 ) Benefit for income taxes - 91,633 - 91,633 Net loss (19,679,121 ) (8,629,564 ) (39,199,662 ) (17,418,151 ) Deemed dividend on Series H convertible preferred stock - (18,045,496 ) - (18,045,496 ) Net loss attributable to common shareholders $ (19,679,121 ) $ (26,675,060 ) $ (39,199,662 ) $ (35,463,647 ) Basic and diluted net loss per common share $ (0.54 ) $ (0.96 ) $ (1.10 ) $ (1.40 ) Weighted average number of shares outstanding – basic and diluted 36,240,837 27,835,555 35,562,878 25,382,551 (1) Amortization included in cost of revenues $ 1,623,783 $ 629,888 $ 4,310,072 $ 1,412,604 Condensed Consolidated Statements of Cash Flows (unaudited) Three Months Ended Six Months Ended Nine Months Ended March 30, June 30, September 30, 2019 2018 2019 2018 2019 2018 Cash flows from operating activities Net loss $ (8,934,980 ) $ (3,571,929 ) $ (19,520,541 ) $ (8,788,587 ) $ (39,199,662 ) $ (17,418,151 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 10,940 355,142 21,177 12,243 125,188 19,341 Amortization of platform development and intangible assets 1,422,370 - 2,881,089 782,717 4,750,465 1,418,223 Amortization of debt discounts 686,044 - 1,580,796 86,121 3,060,772 373,663 Change in valuation of warrant derivative liabilities 375,695 - 541,770 (128,544 ) 1,207,845 (263,531 ) Change in valuation of embedded derivative liabilities 2,383,000 - 3,779,000 - 9,400,000 - True-up termination fee - - - 1,344,648 - 1,344,648 Settlement of promissory notes receivable - - - - - 1,166,556 Loss on extinguishment of debt - - - - - 1,099,165 Accrued interest 405,186 - 907,582 26,841 2,439,798 - Liquidated damages 16,887 - 17,740 15,001 17,740 2,667,798 Stock-based compensation 1,319,627 1,350,892 3,959,925 2,191,132 6,951,074 3,416,110 Deferred income taxes - - - - - (91,633 ) Other (29,911 ) - (6,812 ) 10,159 14,793 - Change in operating assets and liabilities net of effect of business combinations: Accounts receivable 9,573,255 (20,469 ) 10,261,222 (154,938 ) 10,513,462 (491,644 ) Factor receivables (6,130,674 ) - (6,130,674 ) - (6,130,674 ) - Subscription acquisition costs - (3,808 ) 17,056 - 17,056 (5,191 ) Prepaid royalty fees - - (45,000,000 ) - (45,000,000 ) - Prepayments and other current assets 15,930 (378,506 ) 140,091 (115,935 ) (285,199 ) (101,603 ) Other long-term assets (62,608 ) - 27,628 - (150,327 ) - Accounts payable (2,416,339 ) 310,018 (2,672,264 ) 383,024 (2,266,032 ) 467,083 Accrued expenses 460,775 163,891 2,414,501 253,209 1,314,037 81,689 Unearned revenue (298,178 ) 5,711 (300,057 ) (7,674 ) 638,119 11,537 Operating lease liabilities 804 - (2,810 ) - (164,420 ) - Deferred rent - - - (14,384 ) - 17,245 Net cash used in operating activities (1,202,177 ) (1,789,058 ) (47,083,581 ) (4,104,967 ) (52,745,965 ) (6,288,695 ) Cash flows from investing activities Purchases of property and equipment (3,616 ) (7,848 ) (25,400 ) (25,292 ) (77,222 ) (29,259 ) Capitalized platform development (434,802 ) (553,161 ) (980,257 ) (1,132,339 ) (1,744,340 ) (1,660,331 ) Payments of promissory notes receivable, net of advances for acquisition of business - (1,000,000 ) - (1,000,000 ) - (3,695,054 ) Advance related to pending acquisition of TheStreet, Inc. - - (16,500,000 ) - - - Payments for acquisition of businesses, net of cash - - - (5,000,000 ) (16,000,000 ) (9,032,596 ) Net cash used in investing activities (438,418 ) (1,561,009 ) (17,505,657 ) (7,157,631 ) (17,821,562 ) (14,417,240 ) Cash flows from financing activities Proceeds from issuance of Series H convertible preferred stock - - - - - 12,474,704 Proceeds from issuance of debt - - 68,000,000 - 71,000,000 - Repayments of long-term debt - - (4,640,000 ) - (17,307,364 ) - Payment of debt issuance costs (10,000 ) - (3,595,000 ) - (7,162,382 ) - Proceeds from 8% promissory notes - - - 1,000,000 - 1,000,000 Payment of 8% promissory notes - - - - - (1,351,334 ) Proceeds from 10% convertible debentures - - - 4,775,000 - 4,775,000 Proceeds from 12% convertible debentures 1,900,000 - 2,000,000 - 2,000,000 - Proceeds from issuance of Series I convertible preferred stock - - 15,000,000 - 23,100,000 - Investor liability related to proceeds received in advance of issuance of Series J convertible preferred stock - - - - 875,000 - Proceeds from private placement of common stock - 1,250,000 - 1,250,000 - 1,250,000 Payment of issuance costs of Series I convertible preferred stock - - (1,406,000 ) - (1,406,000 ) - Payment of issuance costs of Series H convertible preferred stock - - - - - (159,208 ) Borrowings (repayments) under line of credit (150,541 ) - 415,404 - (22,700 ) - Payment for taxes related to repurchase of restricted common stock - - (75,260 ) - (75,260 ) - Proceeds from officer promissory notes - - - 797,982 - 1,009,447 Repayment of officer promissory notes (366,842 ) - (366,842 ) (63,446 ) (366,842 ) (49,911 ) Net cash provided by financing activities 1,372,617 1,250,000 75,332,302 7,759,536 70,634,452 18,948,698 Net (decrease) increase in cash, cash equivalents, and restricted cash (267,978 ) (2,100,067 ) 10,743,064 (3,503,062 ) 66,925 (1,757,237 ) Cash, cash equivalents, and restricted cash — beginning of period 2,527,289 3,619,249 2,527,289 3,619,249 2,527,289 3,619,249 Cash, cash equivalents, and restricted cash — end of period $ 2,259,311 $ 1,519,182 $ 13,270,353 $ 116,187 $ 2,594,214 $ 1,862,012 Supplemental disclosure of cash flow information Cash paid for interest $ 209,978 $ - $ 731,126 $ 449 $ 1,383,644 $ 23,575 Cash paid for income taxes - - - - Noncash investing and financing activities Reclassification of stock-based compensation to platform development $ 167,948 $ 907,978 $ 572,270 $ 1,146,396 $ 985,994 $ 1,508,889 Discount on 8% promissory notes allocated to warrant derivative liabilities - - - 760,499 - 760,499 Discount on 10% original issue discount senior convertible debentures allocated to warrant derivative liabilities - - - 2,088,380 - 471,002 Discount on 12% senior convertible debentures allocated to embedded derivative liabilities 1,010,000 - 1,074,000 - 1,074,000 - Exercise of warrants for issuance common shares - - - - 735,186 - Liquidated damages liability recorded against cash proceeds for 12% senior convertible debentures 79,800 - 84,000 - 84,000 - Liquidated damages liability recorded against cash proceeds for Series I convertible preferred stock - - 1,940,400 - 1,940,400 - Series I convertible preferred stock subscription receivable - - 8,100,000 - - - Aggregate exercise price of common stock options exercised on cashless basis - - - 21,250 - 21,250 Aggregate exercise price of common stock warrants exercised on cashless basis - - - 168,423 - 168,423 Reclassification of investor demand payable to stockholders’ equity - 3,000,000 - 3,000,000 - 3,000,000 Fair value of common stock issued for private placement fees - - - 150,000 - 150,000 Deemed dividend on Series H convertible preferred stock - - - - - 18,045,496 Assumption of liabilities and debt in connection with merger of Say Media - - - - - 851,114 Issuance of Series H convertible preferred stock for private placement fees - - - - - 669,250 Accrual of stock issuance costs - 381,895 - - - - Table A – The following table sets forth information about contract balances: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Accounts receivable: Advertising $ 2,683,958 $ 1,961,793 $ 2,736,060 $ - Other 34,046 45,145 583,064 - $ 2,718,004 $ 2,006,938 $ 3,319,124 $ - Factor receivables: Advertising $ - $ - $ - $ 6,130,674 Subscription acquisition costs (short-term): Digital subscriptions $ 17,056 $ - $ - $ 17,056 Unearned revenues (short-term contract liabilities): Advertising $ - $ - $ - $ 325,863 Digital subscriptions 98,229 96,350 6.819,242 70,544 $ 98,229 $ 96,350 $ 6,819,242 $ 396,407 Unearned revenues (long-term contract liabilities): Advertising $ 252,500 $ 252,500 $ 252,500 $ 252,500 Digital subscriptions - - 457,619 - $ 252,500 $ 252,500 $ 710,119 $ 252,500 Table B – The following table sets forth prepayments and other current assets: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Prepaid expense $ 742,165 $ 670,959 $ 2,078,487 $ 637,281 Prepaid software license 51,930 - 2,722 85,936 Prepaid taxes - - 733,553 - Security deposits 48,298 47,273 74,418 25,812 Other receivables - - 4,690 109,294 $ 842,393 $ 718,232 $ 2,893,870 $ 858,323 Table C – The following table sets forth capitalized costs for platform development: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Platform development beginning of period $ 6,833,900 $ 6,833,900 $ 6,833,900 $ 3,145,308 Other costs - - - 69,052 Payroll, employee benefits and related expenses 434,802 980,257 1,744,340 2,086,963 Stock-based compensation 167,948 572,270 985,994 1,850,384 Disposition - - - (317,807 ) Platform development end of period 7,436,650 8,386,427 9,564,234 6,833,900 Less accumulated amortization (2,713,414 ) (3,337,233 ) (4,007,256 ) (2,125,944 ) Net platform development $ 4,723,236 $ 5,049,194 $ 5,556,978 $ 4,707,956 Table D – The following table sets forth acquired and other intangible assets: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Developed technology $ 14,750,000 $ 14,750,00 $ 19,138,104 $ 14,750,000 Noncompete agreement 480,000 480,000 480,000 480,000 Trade name 748,000 748,000 3,328,000 748,000 Subscriber relationships - - 2,150,000 - Advertiser relationships - - 2,240,000 - Database - - 1,140,000 - Website domain name 20,000 20,000 20,000 20,000 15,998,000 15,998,000 28,496,104 15,998,000 Less accumulated amortization (1,429,142 ) (2,264,042 ) (3,463,394 ) (594,242 ) Net intangible assets $ 14,568,858 $ 13,733,958 $ 25,032,710 $ 15,403,758 Table E – The following table sets forth goodwill: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Goodwill acquired in acquisition of HubPages $ 1,857,663 $ 1,857,663 $ 1,857,663 $ 1,857,663 Goodwill acquired in acquisition of Say Media 5,466,624 5,466,624 5,466,624 5,466,624 Goodwill acquired in acquisition of TheStreet - - 8,815,090 - Carrying value $ 7,324,287 $ 7,324,287 $ 16,139,377 $ 7,324,287 Table F – The following table sets forth accrued expenses and other: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 General accrued expenses $ 216,618 $ 2,029,076 $ 1,959,800 $ 451,530 Accrued payroll and related taxes 728,211 839,664 556,531 584,550 Accrued publisher expenses 1,320,890 1,330,102 1,544,114 644,299 Sales tax liability - - 479,204 - Customer rebate 489,466 489,466 489,466 489,466 Operating lease liabilities 456,884 452,183 2,069,118 - Other accrued expense 67,448 88,051 149,626 212,202 $ 3,279,517 $ 5,228,542 $ 7,247,859 $ 2,382,047 Table G – The following table sets forth liquidated damages payable: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Registration Rights Damages: MDB common stock to be issued $ 15,001 $ 15,001 $ 15,001 $ 15,001 Series H Preferred Stock 1,163,955 1,163,955 1,163,955 1,163,955 Series I Preferred Stock - 970,200 970,200 - 1,178,956 2,149,156 2,149,156 1,178,956 Public Information Failure Damages: Series H Preferred Stock 1,163,955 1,163,955 1,163,955 1,163,955 12% Convertible Debentures 786,744 790,944 790,944 706,944 Series I Preferred Stock - 970,200 970,200 - 1,950,699 2,925,099 2,925,099 1,870,899 Accrued interest: Series H Preferred Stock 481,017 481,017 481,017 481,017 12% Convertible Debentures 133,613 134,466 134,466 116,726 614,630 615,483 615,483 597,743 $ 3,744,285 $ 5,689,738 $ 5,689,738 $ 3,647,598 Table H – The following table sets forth the carrying value and roll-forward of activity for the Company’s warrants accounted for as a derivative liability (see Note 15) and classified within Level 3 of the fair-value hierarchy: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 L2 Warrants issued on June 11, 2018 $ 312,837 $ 312,837 $ 312,837 $ 312,837 L2 Warrants issued on June 15, 2018 288,149 288,149 288,149 288,149 Strome Warrants issued on June 15, 2018 1,344,648 1,344,648 1,344,648 1,344,648 B. Riley Warrant issued on October 18, 2018 382,725 382,725 382,725 382,725 Exercise of L2 Warrants on September 10, 2019 - - (735,186 ) - Change in valuation of warrant derivative liabilities: L2 Warrants (61,746 ) (9,591 ) 134,200 (182,772 ) Strome Warrants (586,533 ) (513,213 ) (184,129 ) (756,677 ) B. Riley Warrants 59,850 100,450 293,650 (24,675 ) Carrying value $ 1,739,930 $ 1,906,005 $ 1,836,894 $ 1,364,235 Table I – The following table sets forth the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features, and default remedy features for the 12% Convertible Debentures (see Note 17) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Issuance date of December 12,2018 4,760,000 4,760,000 4,760,000 4,760,000 Issuance date of March 18, 2019 822,000 822,000 822,000 - Issuance date of March 27, 2019 188,000 188,000 188,000 - Issuance date of April 8, 2019 - 64,000 64,000 - Change in fair value of embedded derivative liabilities 5,010,000 6,406,000 12,027,000 2,627,000 Carrying amount $ 10,780,000 $ 12,240,000 $ 17,861,000 $ 7,387,000 Table J – The following table sets forth the operating lease liabilities: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Minimum lease payments $ 1,003,118 $ 873,060 $ 3,017,595 $ - Less imputed interest (106,635 ) (84,588 ) (203,402 ) - Present value of operating lease liabilities $ 896,483 $ 788,472 $ 2,814,193 $ - Current portion included in accrued expenses and other (lease liabilities) $ 456,884 $ 452,183 $ 2,069,118 $ - Long-term portion of operating lease liabilities 439,599 336,289 745,075 - Total operating lease liabilities $ 896,483 $ 788,472 $ 2,814,193 $ - Table K – The following sets forth stock-based compensation expense that is included in the line items presented on the consolidated statements of operations and capitalized platform development: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Cost of revenues $ 69,072 $ 171,258 $ 285,253 $ 159,205 Selling and marketing 108,284 171,336 221,843 76,451 General and administrative 1,142,272 2,297,704 2,484,053 3,908,301 1,319.627 2,640,298 2,991,149 4,143,957 Capitalized platform development 167,948 404,322 413,724 1,850,384 $ 1,487,575 $ 3,044,620 $ 3,404,873 $ 5,994,341 Table L – The following table sets forth the carrying value and related debt components of the 12% Convertible Debentures: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Principal amount of debt $ 11,554,000 $ 11,654,000 $ 11,654,000 $ 9,540,000 Less issuance costs (704,000 ) (704,000 ) (704,000 ) (590,000 ) Net cash proceeds received 10,850,000 10,950,000 10,950,000 8,950,000 Principal amount of debt (excluding original issue discount) 11,554,000 11,654,000 11,654,000 9,540,000 Add conversion of debt from 10% OID Convertible Debentures 3,551,528 3,551,528 3,551,528 3,551,528 Add accrued interest 486,591 945,011 1,429,527 82,913 Principal amount of debt including accrued interest 15,592,119 16,150,539 16,635,055 13,174,441 Debt discount: Allocated embedded derivative liabilities (5,770,000 ) (5,834,000 ) (5,834,000 ) (4,760,000 ) Liquidated damages recognized upon issuance (786,744 ) (790,944 ) (790,944 ) (706,944 ) Issuance cost (714,000 ) (714,000 ) (714,000 ) (590,000 ) Subtotal debt discount (7,270,744 ) (7,338,944 ) (7,338,944 ) (6,056,944 ) Less amortization of debt discount 839,486 1,681,175 2,569,755 153,442 Unamortized debt discount (6,431,258 ) (5,657,769 ) (4,769,189 ) (5,903,502 ) Carrying value $ 9,160,861 $ 10,492,770 $ 11,865,866 $ 7,270,939 Table M – The following table sets forth information about revenue by product line, geographical market and timing of revenue recognition: For the Three Months Ended March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) Year Ended December 31, 2018 Revenue by product line: Advertising $ 6,137,354 $ 5,670,712 $ 5,456,555 $ 5,614,953 Digital subscriptions 51,913 56,021 1,891,702 85,246 Other 84,696 43,550 237,763 - Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Revenue by geographical market: United States $ 6,273,963 $ 5,770,283 $ 7,386,753 $ 5,700,199 Other - - 199,267 - Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Revenue by timing of recognition: At point in time $ 6,222,050 $ 5,714,262 $ 5,694,318 $ 5,614,953 Over time 51,913 56,021 1,891,702 85,246 Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Table N – The following table sets forth information about interest expense: For the Three Months Ended March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) Year Ended December 31, 2018 Amortization of debt discounts related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures $ - $ - $ - $ 448,398 Accrued interest related to the 10% Convertible Debentures and 10% OID Convertible Debentures - - - 97,929 Accretion of original issue discount related to the 8% Promissory Notes and 10% OID Convertible Debentures - - - 69,596 Loss on extinguishment of debt related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - 1,350,337 Gain on extinguishment of embedded derivatives liabilities upon extinguishment of host instrument related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - (1,096,860 ) Write off of unamortized discount upon extinguishment of debt related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - 1,269,916 Amortization of debt discounts related to the 12% Convertible Debentures 686,044 841,689 888,580 153,442 Accrued interest related to the 12% Convertible Debentures 403,678 458,420 484,516 82,913 Amortization of debt discounts related to the 12% Amended Senior Secured Notes - 53,063 591,398 - Accrued interest related to the 12% Amended Senior Secured Notes - 360,000 1,676,747 - 1,089,722 1,713,172 3,641,241 2,375,671 Officer Promissory Notes 2,491 1,736 1,658 12,574 Other interest 208,995 161,146 58,411 120,629 $ 1,301,208 $ 1,876,054 $ 3,701,310 $ 2,508,874 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements . Amendment to Certificate of Incorporation On January 6, 2020, Say Media amended its certificate of incorporation to change its name to Maven Coalition, Inc. 2019 Equity Incentive Plan From January 1, 2020 through the date these consolidated financial statements were issued or were available to be issued, the Company granted common stock options and restricted stock units totaling 61,640,795 (includes 11,158,049 stock options and 26,048,781 restricted stock units issued on February 28, 2021, see below for further details) shares of the Company’s common stock, of which 59,138,442 remain outstanding as of the date these consolidated financial statements were issued or were available to be issued, to acquire shares of the Company’s common stock to officers, directors, employees and consultants. The Company’s stockholders approved the 2019 Plan and the maximum number of shares authorized of 85,000,000 under the 2019 Plan on April 3, 2020. The Company did not have sufficient authorized but unissued common shares to allow for the exercise of the stock options granted under the 2019 Plan; accordingly, any stock option grants under the 2019 Plan were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy On January 8, 2021, the Company amended certain grants of common stock options under its 2019 Plan to remove certain vesting conditions for the performance-based awards, in general, the amendment provides that: ● the common stock options will vest with respect to one-third of the grant when the optionholder completes one year of continuous service beginning on the grant date; and ● the remaining common stock options will vest monthly over twenty-four months when the optionholder completes each month of continuous service thereafter. On February 18, 2021, the Board approved an amendment to the Company’s 2019 Plan to increase the number of shares of the Company’s common stock, par value $0.01 per share, available for issuance under the 2019 Plan from 85,000,000 shares to 185,000,000 shares. Further, the Board approved up to an aggregate amount of 26,200,000 stock options to be made on or before March 18, 2021 for shares of the Company’s common stock to certain executive officers of the Company under the 209 Plan. A total of 11,158,049 stock options were granted and designated as a non-qualified stock options, subject to certain terms and conditions. Restricted Stock On December 15, 2020, the Company entered into the Fourth Amendment in connection with the HubPages Merger. The Fourth Amendment provides that: ● the restricted stock awards will cease to vest and all unvested shares will be deemed unvested and forfeited, leaving an aggregate of 1,064,549 shares vested; ● the restricted stock units will be modified to vest on December 31, 2020 and as of the close of business on December 31, 2020, each restricted stock unit will be terminated and deemed forfeited, with no shares vesting thereunder; and ● subject to certain conditions, the Company agreed to purchase from certain key personnel of HubPages who agreed to continue their employment, the vested restricted stock awards and restricted stock units, at a price of $4.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning on January 4, 2021. On February 18, 2021, the Board approved the issuance of restricted stock units to certain executive officers of the Company under the 2019 Plan. A total of 26,048,781 restricted stock units were granted, subject to certain terms and conditions. Common Stock Warrants On October 26, 2020, the Company exchanged 150,000 of certain Channel Partner Warrants for shares of the Company’s common stock that were originally issued on December 20, 2017 with an exercise price of $2.08, for an aggregate of 125,000 new warrants for shares of the Company’s common stock with an exercise price of $0.65 for the surrender and termination of the original warrants. Appointment of New Executive Officers and Directors On August 26, 2020, the Company announced the appointment of Ross Levinsohn as the Company’s Chief Executive Officer. On February 16, 2021, the Company announced the appointment of Robertson Barrett as the President of Maven Media Brands, LLC, a wholly owned subsidiary of Maven. On March 9, 2021, the Company announced the appointment of Eric Semler as a director of the Company. Operating Lease On January 14, 2020, the Company entered into an office lease of approximately 40,868 rentable square feet at 225 Liberty Street, 27 th Effective March 1, 2020, the Company entered into a corporate apartment lease at 30 West Street, New York, New York 10004. The lease has a term of 18 months, terminating on August 31, 2020. The annual lease payments aggregate to approximately $153,000. 12% Convertible Debentures On December 31, 2020, certain holders converted the 12% Convertible Debentures representing an aggregate of $18,104,949 of the then-outstanding principal and accrued but unpaid interest into 53,887,470 shares of the Company’s common stock at effective conversion per-share prices ranging from $0.33 to $0.40. Further, the Company repaid an aggregate of $1,130,903 of the 12% Convertible Debentures, including the then-outstanding principal and accrued interest, in cash. As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures. As a result of conversion of certain 12% Convertible Debentures into shares of the Company’s common stock, the Company will no longer have an embedded derivative liability related to the conversion option, and will recognize the fair value of such amount immediately before the conversion as additional paid-in capital. Further, with respect to the conversion of the accrued interest into shares of the Company’s common stock, the Company will recognize a beneficial conversion feature, as deemed appropriate, at the time of conversion. 12% Amended Senior Secured Notes On February 27, 2020, the Company entered into a second amendment to the amended and restated note purchase agreement, which further amended the amended and restated note purchase agreements dated as of June 14, 2019 and June 14, 2022. Pursuant to the second amendment , the Company replaced its previous $3.5 million working capital facility with Sallyport with a new $15.0 million working capital facility with FastPay (as further described below under the heading FastPay Credit Facility ; and (ii) BRF Finance issued a letter of credit in the amount of approximately $3.0 million to the Company’s landlord for the property lease located at 225 Liberty Street, 27th Floor, New York, New York 10281. 12% Second Amended Senior Secured Notes On March 24, 2020, the Company entered into a second amended and restated note purchase agreement (the “12% Second Amended Senior Secured Notes”), which further amended and restated the second amendment to the amended and restated note purchase agreement. Pursuant to the 12% Second Amended Senior Secured Notes, interest on amounts outstanding under the existing 12% Amended Senior Secured Notes with respect to (i) interest that was payable on such notes on March 31, 2020 and June 30, 2020, and (ii) at the Company’s option, with the consent of requisite purchasers, interest that was payable on September 30, 2020 and December 31, 2020, in lieu of the payment in cash of all or any portion of the interest due on such dates, would be payable in-kind in arrears on the last day of such applicable fiscal quarter. On October 23, 2020, the Company entered into Amendment No. 1 to the 12% Second Amended Senior Secured Notes (“Amendment 1”), pursuant to which the maturity date of the 12% Second Amended Senior Secured Notes was changed to December 31, 2022, subject to certain acceleration conditions. Pursuant to Amendment 1, interest payable on the 12% Second Amended Senior Secured Notes on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, all such interest amounts can be paid in shares of the Company’s common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). The balance outstanding under the 12% Second Amended Senior Secured Notes as of the date these consolidated financial statements were issued or were available to be issued was approximately $56.3 million, which included outstanding principal of approximately $48.8 million, payment of in-kind interest of approximately $4.2 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $3.3 million). SallyPort Credit Facility Effective January 30, 2020, the Company’s factoring facility available with Sallyport Commercial Finance, LLC (“Sallyport”) was closed and funds were no longer available for advance. As of May 4, 2020, there was no longer a balance outstanding under the facility. FastPay Credit Facility On February 6, 2020, the Company entered into a financing and security agreement with FPP Finance LLC (“FastPay”), pursuant to which FastPay extended a $15,000,000 line of credit for working capital purposes secured by a first lien on all of the Company’s cash and accounts receivable and a second lien on all other assets. Borrowings under the facility bear interest at the LIBOR Rate plus 8.50% and have a final maturity of February 6, 2022. The balance outstanding as of the issuance date of these consolidated financial statements was approximately $5,013,900. Asset Acquisition of Petametrics Inc. On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., doing business as LiftIgniter, a Delaware corporation (“LiftIgniter”), and Maven Coalition, whereby Maven Coalition purchased substantially all the assets of LiftIgniter’s machine learning platform, which personalizes content and product recommendations in real-team. The purchased assets included LiftIgniter’s intellectual property and excluded certain accounts receivable. Maven Coalition also assumed certain of LiftIgniter’s liabilities. The purchase price consisted of: (1) a cash payment of $184,087 on February 19, 2020, in connection with the repayment of all outstanding indebtedness, (2) a cash payment at closing of $131,202, (3) collections of certain accounts receivable, (4) on the first anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock, and (5) on the second anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock. Further, the restricted stock units to be issued on the first and second anniversaries of the closing date represent the sole and exclusive recourse of the Company arising for breach of general representations and warranties of LiftIgniter. Delayed Draw Term Note On March 24, 2020, the Company entered a 15% delayed draw term note (the “Term Note”) pursuant to the 12% Second Amended Senior Secured Notes, in the aggregate principal amount of $12,000,000. On March 24, 2020, the Company drew down $6,913,865 under the Term Note, and after payment of commitment and funding fees paid to BRF Finance in the amount of $793,109, and other of its legal fees and expenses that were incurred, the Company received net proceeds of $6,000,000. The net proceeds were used for working capital and general corporate purposes. Additional borrowings under the Term Note requested by the Company may be made at the option of the purchasers, subject to certain conditions. Up to $8,000,000 in principal amount under the Term Note was originally due on March 31, 2021. Interest on amounts outstanding under the Term Note was payable in-kind in arrears on the last day of each fiscal quarter. Pursuant to the terms of Amendment 1, the maturity date was changed from March 31, 2021 to March 31, 2022. Amendment 1 also provided that BRF Finance, as holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion (as further described in Amendment 1) of the Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). As of the date these consolidated financial statements were issued or were available to be issued, approximately $3.4 million, including approximately $3.3 million of principal amount of the Term Note and approximately $0.7 million of accrued interest, had been converted into shares of our Series K Preferred Stock. The aggregate principal amount outstanding under the Term Note as of the date these consolidated financial statements were issued or were available to be issued was approximately $4.3 million (including payment of in-kind interest of approximately $0.7 million, which was added to the outstanding Term Note balance). Payroll Protection Program Loan On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The Company received total proceeds of approximately $5.7 million under the note. In accordance with the requirements of the CARES Act, the Company will use proceeds from the note agreement primarily for payroll costs. The note is scheduled to mature on April 6, 2022 and has a 0.98% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The balance outstanding as of the issuance date of these consolidated financial statements was $5,702,725. Forgiveness of the note is only available for principal that is used for the limited purposes that qualify for forgiveness under SBA requirements, and that to obtain forgiveness, the Company must request it and must provide documentation in accordance with the SBA requirements, and certify that the amounts the Company is requesting to be forgiven qualify under those requirements. The Company will remain responsible under the note for any amounts not forgiven, and that interest payable under the note will not be forgiven but that the SBA may pay the note interest on forgiven amounts. Requirements for forgiveness, among other requirements, provide for eligible expenditures, necessary records/documentation, or possible reductions of the forgiven amount due to changes in number of employees or compensation. Issuances of Preferred Stock Series H Preferred Stock – The shares of Series H Preferred Stock are subject to limitations on conversion into shares of the Company’s common stock until the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock to be converted in full (further details are provided under the heading Sequencing Policy The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series H Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. On October 31, 2020, the Company issued 389 shares of Series H Preferred Stock to James Heckman at the stated value of $1,000, convertible into 1,178,787 shares of the Company’s common stock, at the option of the holder subject to certain limitations at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share. The shares of Series H Preferred Stock were issued I connection with the cancellation of promissory notes payable to Mr. Heckman in the aggregate outstanding principal amount of $389,000. Series J Preferred Stock – All of the shares of Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, the date the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, which Certificate of Amendment increased the number of authorized shares of the Company’s common stock to at least a number that permitted all the Series J Preferred Stock, and all of the Series I Preferred Stock, and Series H Preferred Stock, to be converted in full (further details are provided under the heading Sequencing Policy Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; but in no event later than April 30, 2021 (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 60 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreement provides for Registration Rights Damages (as further described in Note 14) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information commencing from the six (6) month anniversary date of issuance of the Series J Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. Series K Preferred Stock In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $560,500. The Company used approximately $3.4 million of the net proceeds from the financing to partially repay the Term Note and used approximately $2.6 million for payment on a prior investment, with the remainder of approximately $11.5 million for working capital and general corporate purposes. All of the shares of Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, the date the Company filed the Certificate of Amendment, which increased the number of authorized shares of the Company’s common stock to at least a number that permitted all the Series K Preferred Stock, and all of the Series J Preferred Stock, Series I Preferred Stock, and Series H Preferred Stock, to be converted in full (further details are provided under the heading Sequencing Policy Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the 30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreement provides for Registration Rights Damages (as further described in Note 14) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series K Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 14) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. Sequencing Policy Based on an analysis, the Company has determined that it will have authorized and unissued shares of the Company’s common stock available for issuance that it could potentially be required to deliver under its equity contracts as of the issuance date of these consolidated financial statements. This determination was based on the issuance of the aforementioned securities or potentially dilutive securities issued after the year ended December 31, 2019. On December 18, 2020, the Company filed the Certificate of Amendment to increase the number of authorized shares of its common stock from 100,000,000 shares to 1,000,000,000 shares. As a result, as of December 18, 2020, the Company has a sufficient number of authorized but unissued shares of its common stock available for issuance required under all of its securities that are convertible into shares of its common stock. As a result of the increase in authorized and unissued shares of the Company’s common stock on December 18, 2020, all of the Series I Preferred Stock, Series J Preferred Stock and Series K Preferred Stock were converted into shares of the Company’s common stock, accordingly, the Company will recognize a beneficial conversion feature, as deemed appropriate, at the time of conversion. Coronavirus (COVID-19) In December 2019, COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization has declared COVID-19 to constitute a “Public Health Emergency of International Concern.” Many national governments and sports authorities around the world have made the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. In addition, many governments and businesses have limited non-essential work activity, furloughed and/or terminated many employees and closed some operations and/or locations, all of which has had a negative impact on the economic environment. As a result of these factors the Company experienced a decline in traffic and advertising revenue in the first and second quarters of 2020. The Company implemented cost reduction measures in an effort to offset these declines. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020 and start of 2021. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken. The CARES Act was enacted March 27, 2020 . Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property. The Company is evaluating the impact of the CARES Act on its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of Maven and its wholly owned subsidiaries, Coalition, HubPages, Say Media, and TheStreet. See Note 3 for additional information as to the acquisitions of these wholly owned subsidiaries. On December 19, 2019, the Company’s wholly owned subsidiaries, Maven Coalition, Inc. and HubPages, were merged into the Company’s wholly owned subsidiary Say Media, with Say Media as the surviving corporation. Intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currencies (U.K. pounds sterling and Canadian dollar), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currencies financial statements into U.S. dollars was immaterial for the year ended December 31, 2019, therefore, a foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows. Foreign currency transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income, net on the consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated useful lives; assumptions used in accruals for potential liabilities; fair value of assets acquired and liabilities assumed in the business acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived assets for impairment; determination of the fair value of stock-based compensation and valuation of derivatives liabilities; and the assumptions used to calculate contingent liabilities, and realization of deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from these estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company has a limited operating history and has not generated significant revenues to date to cover its operating expenses. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior, where previous ad placements were cancelled. The Company’s advertising revenue from Sports Illustrated was impacted as a result of sports authorities around the world making the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020 and the start of 2021. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels. As a result of the Company’s advertising revenue declining in early 2020, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause a significant impact in the near term, that depend on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken. Since August 2018, B. Riley FBR, Inc. (“B. Riley FBR”), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly-traded financial services company (“B. Riley”), has been instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company. These services have included raising debt and equity capital to support the acquisitions of HubPages, Say Media, TheStreet, and the Sports Illustrated Licensing Agreement with ABG (as described in Note 3). The raising debt and equity capital for the acquisitions, refinancing and working capital purposes included the sale of 10% Convertible Debentures, 10% Original OID Convertible Debentures, 12% Convertible Debentures (as described in Note 17), 12% Senior Secured Notes, and 12% Amended Senior Secured Notes (as described in Note 17), Series H, Series I and Series J Preferred Stock (as described in Note 19), and subsequent equity offerings of Series H, Series J, and Series K Preferred Stock (as described in Note 28). |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers The following is a description of the principal activities from which the Company generates revenue: Advertising Revenue Digital Advertising – Advertising revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com, Print Advertising – Subscription Revenue Digital Subscriptions Subscription revenue generated from the Company’s flagship website TheStreet.com Circulation Revenue Circulation revenues include magazine subscriptions and single copy sales at newsstands. Print Subscriptions – Newsstand Licensing Revenue Content licensing-based revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year. Nature of Performance Obligations At contract inception, the Company assesses the obligations promised in its contracts with customers and identifies a performance obligation for each promise to transfer a good or service or bundle that is distinct. To identify the performance obligations, the Company considers all the promises in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, the Company allocates the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when, or as, the performance obligations are satisfied and control is transferred to the customer. Digital Advertising Print Advertising – Digital Subscriptions Print Subscriptions Newsstand Licensing – Timing of Satisfaction of Performance Obligations Point-in-Time Performance Obligations – Over-Time Performance Obligations – For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. Determining a measure of progress requires management to make judgments that affect the timing of revenue recognized. The Company has determined that the above method provides a faithful depiction of the transfer of goods or services to the customer. For performance obligations recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period. Performance obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Transaction Price and Amounts Allocated to Performance Obligations Determining the Transaction Price – Subscription revenue generated from the flagship website TheStreet.com The Company typically does not offer any type of variable consideration in standard magazine subscription contracts. For these contracts, the transaction price is fixed upon establishment of the contract that contains the final terms of the sale including description, quantity and price of each subscription purchased. Therefore, the Company does not estimate variable consideration or perform a constraint analysis for these contracts. A right of return exists for newsstand contracts. The Company has sufficient historical data to estimate the final amount of returns and reduces the transaction price at contract inception for the expected return reserve. There is no variable consideration related to functional licenses. Estimating Standalone-Selling Prices – Measuring Obligations for Returns and Refunds As of December 31, 2019, a subscription refund liability of $3,144,172 was recorded for the provision for the estimated returns and refunds on the consolidated balance sheet. Disaggregation of Revenue The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Years Ended December 31, 2019 2018 Revenue by product line: Advertising $ 35,918,370 $ 5,614,953 Digital subscriptions 6,855,038 85,246 Magazine circulation 9,046,473 - Other 1,523,429 - Total $ 53,343,310 $ 5,700,199 Revenue by geographical market: United States $ 52,611,255 $ 5,700,199 Other 732,055 - Total $ 53,343,310 $ 5,700,199 Revenue by timing of recognition: At point in time $ 47,557,652 $ 5,614,953 Over time 5,785,658 85,246 Total $ 53,343,310 $ 5,700,199 |
Cost of Revenue | Cost of Revenue Cost of revenue represents the cost of providing the Company’s digital media network channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: Channel Partner guarantees and revenue share payments; amortization of developed technology and platform development; royalty fees; hosting and bandwidth and software license fees; printing and distribution costs; payroll and related expenses for customer support, technology maintenance, and occupancy costs of related personnel; fees paid for data analytics and to other outside service providers; and stock-based compensation of related personnel and stock-based compensation related to Channel Partner Warrants (as described in Note 20). |
Contract Balances | Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. An asset is recognized when certain costs incurred to obtain a contract meet the capitalization criteria. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: As of December 31, 2019 As of December 31, 2018 Advertising Digital Subscriptions Magazine Circulation Other Total Advertising Digital Subscriptions Total Accounts receivable, net $ 13,636,240 $ - $ 185,936 $ 2,411,779 $ 16,233,955 $ - $ - $ - Factor receivables - - - - - 6,130,674 - 6,130,674 Subscription acquisition costs - - 3,142,580 - 3,142,580 - 17,056 17,056 Subscription acquisition costs - - 3,417,478 - 3,417,478 - - - Unearned revenues - 8,634,939 23,528,148 - 32,163,087 325,863 70,544 396,407 Unearned revenues - 478,557 30,478,154 222,500 31,179,211 252,500 - 252,500 Accounts Receivable Factor Receivables Subscription Acquisition Costs Subscription acquisition cost amortization of $315,661 was recognized during the year ended December 31, 2019 related to the Sports Illustrated Licensing Agreement, in addition to amortization from the subscription acquisition costs at the beginning of the year of $17,056. Subscription acquisition cost amortization of $14,147 was recognized during the year ended December 31, 2018 from the subscription acquisition costs at the beginning of the year. Unearned Revenues Subscription and circulation revenue of $17,817,947 was recognized during the year ended December 31, 2019 related to the acquisitions of TheStreet and the Sports Illustrated Licensing Agreement, in addition to subscription revenue of $426,407 recognized from the unearned revenues at the beginning of the year. Subscription revenue of $31,437 was recognized during the year ended December 31, 2018 from unearned revenues at the beginning of the year. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company maintains cash, cash equivalents, and restricted cash at banks where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2019 and 2018, cash and cash equivalents consist primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. The following table reconciles total cash, cash equivalents, and restricted cash: As of December 31, 2019 2018 Cash and cash equivalents $ 8,852,281 $ 2,406,596 Restricted cash 620,809 120,693 Total cash, cash equivalents, and restricted cash $ 9,473,090 $ 2,527,289 As of December 31, 2019, the Company had restricted cash of $620,809 of which: (1) $500,000 serves as collateral for an outstanding letter of credit for a security deposit for office space leased at 14 Wall Street, 15th Floor, New York, New York, which expired on December 31, 2020; and (2) $120,809 serves as collateral for certain credit card merchant accounts with a bank. As of December 31, 2018, the Company had restricted cash of $120,693 that served as collateral for certain credit card merchant accounts with a bank. |
Concentrations | Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue are as follows: Years Ended December 31, 2019 2018 Customer 1 22.4 % 35.5 % Customer 2 - 14.8 % Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows: As of December 31, 2019 2018 Customer 1 - 16.8 % Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2019 2018 Vendor 1 * 61.7 % - Vendor 2 - 29.4 % Vendor 3 - 11.5 % * The significant accounts payable balance as of December 31, 2019 related to the service agreements with Meredith Corporation (“Meredith”) (as described in Note 3). |
Leases | Leases The Company has various lease arrangements for certain equipment and its offices. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. At inception, the Company determines whether an arrangement that provides control over the use of an asset is a lease. When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of the renewal in the lease term for purposes of determining total future lease payments. Rent expense is recognized on a straight-line basis over the lease term. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842) Recently Adopted Accounting Standards |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Office equipment and computers 1 – 3 years Furniture and fixtures 1 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Platform Development | Platform Development In accordance with authoritative guidance, the Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality. The Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material. Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenues on the consolidated statements of operations. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related to the acquisition as incurred. |
Intangible Assets | Intangible Assets Intangibles with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated economic lives of the assets, which is five years. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Trade name consists of trade names in affiliation with HubPages, Say Media and TheStreet. Intangibles with an indefinite useful life are not being amortized. |
Long-Lived Assets | Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of a reporting unit with its carrying amount. If the fair value exceeds the carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. |
Deferred Financing Costs and Discounts on Debt Obligations | Deferred Financing Costs and Discounts on Debt Obligations Deferred financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt financing transactions, including legal fees and placement agent fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized deferred financing costs are charged to operations. Additional consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing information determined by consultants with the Company’s independent valuation firm. The fair value of warrants and derivatives is recorded as a reduction to the carrying amount of the related debt, and is being amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized discount on debt is charged to operations. Amortization of debt discount during the years ended December 31, 2019 and 2018, was $4,545,675 and $601,840, respectively. |
Liquidated Damages | Liquidated Damages Liquidated damages are provided as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”). Obligations with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”) are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing is completed, and are subsequently reviewed at each quarter-end reporting date thereafter. When such quarterly review indicates that it is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet date based on the amount due of such obligation. The Company reviews and revises such estimates at each quarter-end date based on updated information. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs. The Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising. Advertising costs that are not capitalized are expensed the first time the advertising takes place. During the years ended December 31, 2019 and 2018, the Company incurred advertising expenses of $859,802 and $25,285, respectively, which are included within selling and marketing on the consolidated statements of operations. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of payroll for executive personnel, technology personnel incurred in developing conceptual formulation and determination of existence of needed technology, and administrative personnel along with any related payroll costs; professional services, including accounting, legal and insurance; facilities costs; conferences; other general corporate expenses; and stock-based compensation of related personnel. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants, to be designated as an equity instrument, and generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations. The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows. At the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the pro rata fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these instruments. |
Preferred Stock | Preferred Stock Preferred stock (the “Preferred Stock”) (as described in Note 19) is reported as a mezzanine obligation between liabilities and stockholders’ equity. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date. |
Stock-Based Compensation | Stock-Based Compensation The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Channel Partners (further details are provided under the heading Channel Partner Warrants ABG Warrants The Company accounts for stock awards and stock option grants to employees, directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements. Stock awards and stock option grants to employees which are time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period. Stock awards and stock option grants to employees which are performance-vested, are measured at fair value on the grant date and charged to operations when the performance condition is satisfied. The Channel Partner Warrants granted are subject to a performance condition, which is generally based on the average number of unique visitors on the channel operated by the Channel Partner generated during the six-month period from the launch of the Channel Partner’s operations on Maven’s platform or the revenue generated during the period from issuance date through a specified end date. The Company recognizes expense for these Channel Partner Warrants as the services are received. The Company has specific objective criteria for determination of the period over which services are received and expense is recognized. Prior to the adoption of ASU 2018-07 (as further described under the heading Recently Adopted Accounting Standards), The fair value measurement of equity awards and grants used for stock-based compensation is as follows: (1) restricted stock awards which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date; (2) restricted stock units and stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model at the grant date; (3) restricted stock awards which provide for performance-vesting and a true-up provision, are determined through consultants with the Company’s independent valuation firm using the binomial pricing model at the grant date; (4) stock option grants which provide for market-based vesting with a time-vesting overlay, are determined through consultants with the Company’s independent valuation firm using the Monte Carlo model at the grant date; (5) Channel Partner Warrants are determined utilizing the Black-Scholes option-pricing model; and (6) AGB warrants are determined utilizing the Monte Carlo model (further details are provided in Note 21). Fair value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option or warrants, as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock and is evaluated based upon market comparisons. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. The fair value of the restricted stock units and stock options granted were probability weighted during the year ended December 31, 2019 under the Black-Scholes option-pricing model or Monte Carlo model as determined through consultants with the Company’s independent valuation firm since the value of the restricted stock units or stock options, among other things, depend on the volatility of the underlying shares of the Company’s common stock, under the following two scenarios: (1) scenario one assumes that the Company’s common stock will be up-listed on a national stock exchange (the “Exchange”) on a certain listing date (the “Up-list”); and (2) scenario two assumes that the Company’s common stock is not up-listed on the Exchange prior to units final vesting date (the “No Up-list”), collectively referred to as the “Probability Weighted Scenarios”. The Company classifies stock-based compensation in its consolidated statements of operations in the same manner in which the award recipient’s cash compensation cost is classified. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized. The Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on technical merits of the position. |
Loss Per Common Share | Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but is included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable and, thus, are vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable and, thus, are vested. Contingently issuable shares are included in basic loss per common share only when there is no circumstance under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. As of December 31, 2019 2018 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 58,787,879 58,787,879 Series I Preferred Stock 46,200,000 - Series J Preferred Stock 28,571,429 - Indemnity shares of common stock 412,500 825,000 Restricted Stock Awards 2,391,665 6,309,874 Financing Warrants 2,882,055 3,949,018 Channel Partner Warrants 939,540 1,017,141 ABG Warrants 21,989,844 - Restricted Stock Units 2,399,997 - Common Stock Awards 8,064,561 9,405,541 Common Equity Awards 65,013,645 - Outside Options 3,724,667 2,414,000 Total 241,566,573 82,897,244 |
Adoption of Sequencing Policy | Adoption of Sequencing Policy Under authoritative guidance, the Company adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815, Derivatives and Hedging Sequencing Policy |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Recently Issued Accounting Standards In June 2016, the FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-13, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs In October 2020, the FASB issued ASU 2020-10, Codification Improvements Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition: Years Ended December 31, 2019 2018 Revenue by product line: Advertising $ 35,918,370 $ 5,614,953 Digital subscriptions 6,855,038 85,246 Magazine circulation 9,046,473 - Other 1,523,429 - Total $ 53,343,310 $ 5,700,199 Revenue by geographical market: United States $ 52,611,255 $ 5,700,199 Other 732,055 - Total $ 53,343,310 $ 5,700,199 Revenue by timing of recognition: At point in time $ 47,557,652 $ 5,614,953 Over time 5,785,658 85,246 Total $ 53,343,310 $ 5,700,199 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: As of December 31, 2019 As of December 31, 2018 Advertising Digital Subscriptions Magazine Circulation Other Total Advertising Digital Subscriptions Total Accounts receivable, net $ 13,636,240 $ - $ 185,936 $ 2,411,779 $ 16,233,955 $ - $ - $ - Factor receivables - - - - - 6,130,674 - 6,130,674 Subscription acquisition costs - - 3,142,580 - 3,142,580 - 17,056 17,056 Subscription acquisition costs - - 3,417,478 - 3,417,478 - - - Unearned revenues - 8,634,939 23,528,148 - 32,163,087 325,863 70,544 396,407 Unearned revenues - 478,557 30,478,154 222,500 31,179,211 252,500 - 252,500 |
Schedule of Cash and Restricted Cash | The following table reconciles total cash, cash equivalents, and restricted cash: As of December 31, 2019 2018 Cash and cash equivalents $ 8,852,281 $ 2,406,596 Restricted cash 620,809 120,693 Total cash, cash equivalents, and restricted cash $ 9,473,090 $ 2,527,289 |
Schedule of Concentration of Credit Risk | Revenue from significant customers as a percentage of the Company’s total revenue are as follows: Years Ended December 31, 2019 2018 Customer 1 22.4 % 35.5 % Customer 2 - 14.8 % Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows: As of December 31, 2019 2018 Customer 1 - 16.8 % Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2019 2018 Vendor 1 * 61.7 % - Vendor 2 - 29.4 % Vendor 3 - 11.5 % |
Schedule of Depreciation and Amortization, Useful Lives of Assets | Depreciation and amortization are provided using the straight-line method over the following estimated useful lives: Office equipment and computers 1 – 3 years Furniture and fixtures 1 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Schedule of Net Income (loss) Per Common Share | The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive. As of December 31, 2019 2018 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 58,787,879 58,787,879 Series I Preferred Stock 46,200,000 - Series J Preferred Stock 28,571,429 - Indemnity shares of common stock 412,500 825,000 Restricted Stock Awards 2,391,665 6,309,874 Financing Warrants 2,882,055 3,949,018 Channel Partner Warrants 939,540 1,017,141 ABG Warrants 21,989,844 - Restricted Stock Units 2,399,997 - Common Stock Awards 8,064,561 9,405,541 Common Equity Awards 65,013,645 - Outside Options 3,724,667 2,414,000 Total 241,566,573 82,897,244 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
TheStreet, Inc [Member] | |
Summary of Price Allocation for Assets Acquired and Liabilities | The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Accounts receivable $ 1,586,031 Prepaid expenses 1,697,347 Restricted cash 500,000 Other current assets 53,001 Other long-term assets 689,512 Property and equipment 718,475 Operating right-of-use assets 1,395,474 Developed technology 4,388,104 Trade name 2,580,000 Subscriber relationships 2,150,000 Advertiser relationships 2,240,000 Database 1,140,000 Goodwill 8,815,090 Accounts payable (1,313,223 ) Accrued expenses (1,129,009 ) Other current liabilities (373,836 ) Unearned revenues (6,242,335 ) Operating lease liabilities (2,394,631 ) Net assets acquired $ 16,500,000 |
Summary of Price Allocation for Acquisition | In accordance with the above guidance, the fair value of the assets acquired and liabilities assumed at the effective date of the acquisition based upon their respective fair values are summarized below: Accounts receivable $ 337,481 Prepaid expenses 1,534,922 Subscriber relationships 71,308,799 Other current liabilities (632,056 ) Unearned revenues (47,249,470 ) Subscription refund liability (5,427,523 ) Deferred tax liabilities (19,541,127 ) Net assets acquired $ 331,026 |
Schedule of Pro-forma Information for Acquisition | The following table summarizes the results of operations of TheStreet from the date of TheStreet Merger included in the consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been January 1, 2018: Revenue Net Income (Loss) From TheStreet Merger date until December 31, 2019 $ 7,857,587 $ 538,339 Combined entity supplemental pro forma from January 1, 2019 to December 31, 2019 (unaudited): TheStreet $ 16,218,388 $ (14,498,524 ) Maven 45,485,723 (39,039,708 ) Adjustments 2,494,667 6,409,464 Total supplemental pro forma from January 1, 2019 to December 31, 2019 $ 64,198,778 $ (47,128,768 ) Combined entity supplemental pro forma from January 1, 2018 to December 31, 2018 (unaudited): TheStreet $ 27,511,107 $ (3,131,639 ) Maven 5,700,199 (26,067,883 ) Adjustments (4,858,046 ) (8,847,598 ) Total supplemental pro forma from January 1, 2018 to December 31, 2018 $ 28,353,260 $ (38,047,120 ) |
Summary of Earnings Per Common Share | The following summarizes earnings per common share of the combined entity had the date of TheStreet Merger been January 1, 2018: Supplemental Pro Forma from January 1, 2019 to December 31, 2019 (unaudited) Supplemental Pro Forma from January 1, 2018 to December 31, 2018 (unaudited) Net income (loss) $ (47,128,768 ) $ (38,047,120 ) Net income (loss) per common share – basic and diluted $ (1.27 ) $ (1.46 ) Weighted average number of common shares outstanding – basic and diluted 37,080,784 26,128,796 |
Hub Pages Inc [Member] | |
Summary of Price Allocation for Assets Acquired and Liabilities | The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Cash $ 534,637 Accounts receivable and unbilled receivables 4,624,455 Prepaid expenses 172,648 Note receivable 41,638 Fixed assets 11,392 Other assets 65,333 Developed technology 8,010,000 Trade name 480,000 Noncompete agreement 480,000 Goodwill 5,466,624 Accounts payable (3,618,112 ) Accrued expenses (1,470,749 ) Contract liabilities (513,336 ) Other liabilities (2,027,508 ) Net assets acquired $ 12,257,022 |
Summary of Price Allocation for Acquisition | The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below: Cash $ 1,537,308 Current assets 50,788 Accounts receivable and unbilled receivables 1,033,080 Other assets 25,812 Developed technology 6,740,000 Trade name 268,000 Goodwill 1,857,663 Current liabilities (851,114 ) Deferred tax liability (91,633 ) Net assets acquired $ 10,569,904 |
Schedule of Shares Issued for Post Combination Services | The shares issued are for post combination services. The composition of the purchase price is as follows: Cash $ 9,537,397 Issued shares of common stock 1,636,251 Indemnity shares of common stock 288,750 Net settlement of preexisting relationship 552,314 Noncompete agreement 242,310 Total purchase consideration $ 12,257,022 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepayments And Other Current Assets | |
Schedule of Prepayments and Other Current Assets | Prepayments and other current assets are summarized as follows: As of December 31, 2019 2018 Prepaid expenses $ 3,370,757 $ 637,281 Prepaid software license 89,822 85,936 Refundable income and franchise taxes 733,553 - Security deposits 96,135 25,812 Other receivables 20,468 109,294 $ 4,310,735 $ 858,323 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are summarized as follows: As of December 31, 2019 2018 Office equipment and computers $ 476,233 $ 86,040 Furniture and fixtures 193,914 22,419 Leasehold improvements 307,550 - 977,697 108,459 Less accumulated depreciation and amortization (316,420 ) (39,629 ) Net property and equipment $ 661,277 $ 68,830 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Lease Term and Discount Rate | The weighted-average remaining lease term (in years) and discount rate related to the operating leases consisted of the following as of December 31, 2019: Weighted-average remaining lease term 5.03 years Weighted-average discount rate 9.85 % |
Summary of Maturity of Lease Liabilities | The present value of the Company’s operating leases consisted of the following as of December 31, 2019: Year Ending December 31, 2020 $ 2,579,924 2021 685,111 2022 472,084 2023 486,247 2024 500,834 Thereafter 1,408,052 Minimum lease payments 6,132,252 Less imputed interest (1,312,646 ) Present value of operating lease liabilities $ 4,819,606 Current portion included in accrued expenses and other (lease liabilities) $ 2,203,474 Long-term portion of operating lease liabilities 2,616,132 Total operating lease liabilities $ 4,819,606 |
Schedule of Future Minimum Operating Lease Payments | Prior to January 1, 2019, the Company accounted for its operating leases under the provisions of ASC 840, Accounting for Leases Year ending December 31, 2019 $ 505,621 2020 347,845 2021 226,817 $ 1,080,283 |
Platform Development (Tables)
Platform Development (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Platform Development | |
Summary of Platform Development Costs | Platform development costs are summarized as follows: As of December 31, 2019 2018 Platform development $ 10,678,692 $ 6,833,900 Less accumulated amortization (4,785,973 ) (2,125,944 ) Net platform development $ 5,892,719 $ 4,707,956 |
Summary of Platform Development Cost Activity | A summary of platform development activity for the years ended December 31, 2019 and 2018 is as follows: As of December 31, 2019 2018 Platform development beginning of year $ 6,833,900 $ 3,145,308 Costs capitalized during the period: Additions related HubPages acquisition - 69,052 Payroll-based costs 2,537,402 2,086,963 Total capitalized payroll-based costs 9,371,302 5,301,323 Stock-based compensation 1,307,390 1,850,384 Dispositions - (317,807 ) Platform development end of year $ 10,678,692 $ 6,833,900 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subjects to Amortization | Intangible assets subject to amortization consisted of the following: As of December 31, 2019 As of December 31, 2018 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 19,138,104 $ (4,090,359 ) $ 15,047,745 $ 14,750,000 $ (558,423 ) $ 14,191,577 Noncompete agreement 480,000 (252,000 ) 228,000 480,000 (12,000 ) 468,000 Trade name 3,328,000 (224,745 ) 3,103,255 748,000 (23,819 ) 724,181 Subscriber relationships 73,458,799 (3,587,837 ) 69,870,962 - - - Advertiser relationships 2,240,000 (94,635 ) 2,145,365 - - - Database 1,140,000 (151,183 ) 988,817 - - - Subtotal amortizable intangible assets 99,784,903 (8,400,759 ) 91,384,144 15,978,000 (594,242 ) 15,383,758 Website domain name 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 99,804,903 $ (8,400,759 ) $ 91,404,144 $ 15,998,000 $ (594,242 ) $ 15,403,758 |
Schedule of Future Estimated Amortization Expenses for Intangible Assets | Estimated total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization as of December 31, 2019 is as follows: Year Ending December 31, 2020 $ 20,054,383 2021 19,826,383 2022 19,093,265 2023 17,401,440 2024 11,397,874 Thereafter 3,610,799 $ 91,384,144 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets are summarized as follows: As of December 31, 2019 2018 Security deposit $ 110,418 $ - Other deposits 65,764 77,992 Prepaid expenses 867,467 - Note receivable 41,638 41,638 $ 1,085,287 $ 119,630 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | The changes in carrying value of goodwill for the years ended December 31, 2019 and 2018 are as follows: As of December 31, 2019 2018 Carrying value at beginning of year $ 7,324,287 $ - Goodwill acquired in acquisition of HubPages - 1,857,663 Goodwill acquired in acquisition of Say Media - 5,466,624 Goodwill acquired in acquisition of TheStreet 8,815,090 - Carrying value at end of year $ 16,139,377 $ 7,324,287 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: As of December 31, 2019 2018 General accrued expenses $ 7,665,518 $ 451,530 Accrued payroll and related taxes 968,782 584,550 Accrued publisher expenses 1,550,669 644,299 Sales tax liability 801,930 - Customer rebate 489,466 489,466 Due to Meredith 701,734 - Due to ABG 4,000,000 - Operating lease liabilities 2,203,474 - Other 305,102 212,202 $ 18,686,675 $ 2,382,047 |
Liquidated Damages Payable (Tab
Liquidated Damages Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Liquidated Damages Payable | |
Summary of Liquidated Damages | Liquidated Damages payable are summarized as follows: As of December 31, 2019 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Registration Rights damages $ 15,001 $ 1,163,955 $ - $ 1,108,800 $ 840,000 $ 3,127,756 Public Information Failure Damages - 1,163,955 893,190 1,039,500 840,000 3,936,645 Accrued interest - 481,017 132,888 262,193 140,015 1,016,113 $ 15,001 $ 2,808,927 $ 1,026,078 $ 2,410,493 $ 1,820,015 $ 8,080,514 As of December 31, 2018 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Debentures Total Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,178,956 Public Information Failure Damages - 1,163,955 706,944 1,870,899 Accrued interest - 481,017 116,726 597,743 $ 15,001 $ 2,808,927 $ 823,670 $ 3,647,598 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Valuation Activity for the Warrants Accounted for Derivative Liability | The following table represents the carrying amount, valuation and roll-forward of activity for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy for the years ended December 31, 2019 and 2018: L2 Warrants Strome Warrants B. Riley Warrants Total Warrant Derivative Liabilities Carrying value at January 1, 2018 $ - $ - $ - $ - Issuance of warrants on June 11, 2018 312,837 - - 312,837 Issuance of warrants on June 15, 2018 288,149 1,344,648 - 1,632,797 Issuance of warrants on October 18, 2018 - - 382,725 382,725 Change in valuation of warrant derivative liabilities (182,772 ) (756,677 ) (24,675 ) (964,124 ) Carrying value at December 31, 2018 418,214 587,971 358,050 1,364,235 Change in valuation of warrant derivative liabilities 316,972 448,716 249,463 1,015,151 Exercise of warrants (735,186 ) - - (735,186 ) Carrying value at December 31, 2019 $ - $ 1,036,687 $ 607,513 $ 1,644,200 |
Schedule of Valuation Activity for the Embedded Conversion Feature Liability | The following table represents the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), with respect to the 8% Promissory Notes, 10% Convertible Debentures, 10% OID Convertible Debentures, 12% Convertible Debentures (refer to Note 17 for each instrument), and Series G Preferred Stock (as described in Note 19) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy for the years ended December 31, 2019 and 2018: 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Series G Preferred Stock Total Embedded Derivative Liabilities Carrying value at January 1, 2018 $ - $ - $ - $ - $ 72,563 $ 72,563 Recognition of embedded derivative liabilities (conversion feature) on June 11, 2018 78,432 - - - - 78,432 Recognition of embedded derivative liabilities (conversion feature) on June 15, 2018 81,169 471,002 - - - 552,171 Recognition of embedded derivative liabilities (buy-in feature and default remedy feature) on October 18, 2018 - - 49,000 - - 49,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature) on December 12, 2018 - - - 4,760,000 - 4,760,000 Gain on extinguishment of embedded derivatives liabilities upon extinguishment of host instrument (29,860 ) (1,042,000 ) (25,000 ) - - (1,096,860 ) Change in valuation of embedded derivative liabilities (129,741 ) 570,998 (24,000 ) 2,627,000 (72,563 ) 2,971,694 Carrying value at December 31, 2018 - - - 7,387,000 - 7,387,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 - - - 822,000 - 822,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 - - - 188,000 - 188,000 Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 - - - 64,000 - 64,000 Change in valuation of embedded derivative liabilities - - - 5,040,000 - 5,040,000 Carrying value at December 31, 2019 $ - $ - $ - $ 13,501,000 $ - $ 13,501,000 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Convertible Debt and Related Debt Components | Convertible Debt and Debt Components 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Total Convertible Debt and Debt Components Principal amount of debt $ 1,126,112 $ 4,775,000 $ 3,500,000 $ 9,540,000 $ 18,941,112 Less original issue discount (111,112 ) - (175,000 ) - (286,112 ) Less issuance costs (15,000 ) - (40,000 ) (590,000 ) (645,000 ) Net cash proceeds received $ 1,000,000 $ 4,775,000 $ 3,285,000 $ 8,950,000 $ 18,010,000 Principal amount of debt (excluding original issue discount) $ 1,015,000 $ 4,775,000 $ 3,325,000 $ 9,540,000 $ 18,655,000 Add conversion of debt from 10% OID Convertible Debentures - - - 3,551,528 3,551,528 Add accrued interest 20,986 69,920 28,009 82,913 201,828 Principal amount of debt including accrued interest 1,035,986 4,844,920 3,353,009 13,174,441 22,408,356 Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants - - (382,725 ) - (382,725 ) Allocated warrant derivative liabilities for L2 Warrants (600,986 ) - - - (600,986 ) Allocated embedded derivative liabilities (159,601 ) (471,002 ) (49,000 ) (4,760,000 ) (5,439,603 ) Liquidated Damages recognized upon issuance - - - (706,944 ) (706,944 ) Issuance costs (15,000 ) - (40,000 ) (590,000 ) (645,000 ) Subtotal debt discount (775,587 ) (471,002 ) (471,725 ) (6,056,944 ) (7,775,258 ) Less amortization of debt discount 315,309 64,452 68,637 153,442 601,840 Less write off unamortized debt discount upon extinguishment of debt 460,278 406,550 403,088 - 1,269,916 Unamortized debt discount - - - (5,903,502 ) (5,903,502 ) Debt components: Accretion of original issue discount 44,133 - 25,463 - 69,596 Loss on extinguishment of debt 292,201 885,080 173,056 - 1,350,337 Conversion of debt to 12% Convertible Debentures - - (3,551,528 ) - (3,551,528 ) Conversion of debt to Series H Preferred Stock - (5,730,000 ) - - (5,730,000 ) Repayment of convertible debt (1,372,320 ) - - - (1,372,320 ) Total debt components (1,035,986 ) (4,844,920 ) (3,353,009 ) - (9,233,915 ) Carrying value at December 31, 2018 $ - $ - $ - $ 7,270,939 $ 7,270,939 |
12% Convertible Debenture [Member] | |
Schedule of 12% Convertible Debentures | The following table represents the various financings of the 12% Convertible Debentures recognized during the year ended December 31, 2019 and carrying value as of December 31, 2019: Issuance Date Total 12% December 12, 2018 March 18, 2019 March 27, 2019 April 8, 2019 Convertible Debentures Principal amount of debt $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Less issuance costs (590,000 ) (96,000 ) (18,000 ) - (704,000 ) Net cash proceeds received $ 8,950,000 $ 1,600,000 $ 300,000 $ 100,000 $ 10,950,000 Principal amount of debt (excluding original issue discount) $ 9,540,000 $ 1,696,000 $ 318,000 $ 100,000 $ 11,654,000 Add conversion of debt from 10% OID Convertible Debentures 3,551,528 - - - 3,551,528 Add: accrued interest 1,711,273 164,083 29,754 8,933 1,914,043 Principal amount of debt including accrued interest 14,802,801 1,860,083 347,754 108,933 17,119,571 Debt discount: Allocated embedded derivative liabilities (4,760,000 ) (822,000 ) (188,000 ) (64,000 ) (5,834,000 ) Liquidated Damages recognized upon issuance (706,944 ) (67,200 ) (12,600 ) (4,200 ) (790,944 ) Issuance costs (590,000 ) (106,000 ) (18,000 ) - (714,000 ) Subtotal debt discount (6,056,944 ) (995,200 ) (218,600 ) (68,200 ) (7,338,944 ) Less amortization of debt discount 2,927,248 414,465 89,422 27,200 3,458,335 Unamortized debt discount (3,129,696 ) (580,735 ) (129,178 ) (41,000 ) (3,880,609 ) Carrying value at December 31, 2019 11,673,105 1,279,348 218,576 67,933 13,238,962 Less current portion (534,993 ) - (206,204 ) - (741,197 ) Carry value at December 31, 2019, net of current portion $ 11,138,112 $ 1,279,348 $ 12,372 $ 67,933 $ 12,497,765 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of the 12% Amended Senior Secured Notes and Carrying Values | The following table represents the components of the 12% Amended Senior Secured Notes recognized during the year ended December 31, 2019 and carrying value as of December 31, 2019: 12% Amended Senior Secured Notes Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 Subtotal principal amount of debt 71,000,000 Add accrued interest 1,082,642 Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) (4,853,933 ) Less principal payments paid in cash (17,307,364 ) Principal amount of debt outstanding including accrued interest 49,921,345 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) Success based fee to B. Riley FBR (3,400,000 ) Legal and other costs (202,382 ) Subtotal debt discount (7,152,382 ) Less amortization of debt discount 1,240,782 Unamortized debt discount (5,911,600 ) Carrying value at December 31, 2019 $ 44,009,745 |
Summary of Interest Expense | The following table summarizes the interest expense for the year ended December 31, 2019: 12% Convertible Debentures 12% Amended Senior Secured Notes Officer Promissory Notes Total Interest Expense Amortization of debt discount $ 3,304,893 $ 1,240,782 $ - $ 4,545,675 Accrued interest 1,831,130 1,228,709 5,794 3,065,633 Cash paid interest 2,351,404 983 2,352,887 Totals $ 5,136,023 $ 4,821,395 $ 6,777 9,964,195 Cash paid for other interest 499,375 Total interest expense $ 10,463,570 The following table summarizes the interest expense for the year ended December 31, 2018: 8% Promissory Notes 10% Convertible Debentures 10% OID Convertible Debentures 12% Convertible Debentures Total Interest Expense Accretion of original issue discount $ 44,133 $ - $ 25,463 $ - $ 69,596 Amortization of debt discount 315,309 64,452 68,637 153,442 601,840 Loss on extinguishment of debt 292,201 885,080 173,056 - 1,350,337 Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument (29,860 ) (1,042,000 ) (25,000 ) - (1,096,860 ) Write off unamortized debt discount upon extinguishment of debt 460,278 406,550 403,088 - 1,269,916 Accrued interest - 69,920 28,009 82,913 180,842 Other interest 20,986 - - - 20,986 Totals $ 1,103,047 $ 384,002 $ 673,253 $ 236,355 2,396,657 Accrued interest on Officer Promissory Notes 12,574 Other interest 99,643 Total interest expense $ 2,508,874 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Series H Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series H Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2018: Shares Series H Preferred Stock Components Issuance of Series H Preferred Stock on August 10, 2018 19,400 $ 19,400,000 Less shares issued to B. Riley FBR as placement fee (670 ) (670,000 ) Less shares issued for conversion of principal of 10% Convertible Debentures (4,775 ) (4,775,000 ) Less shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return (955 ) (955,000 ) Net issuance of Series H Preferred Stock 13,000 13,000,000 Payments made to B. Riley FBR from proceeds: Less placement fee (500,000 ) Less legal fees and other costs (25,296 ) Total payments made from proceeds (525,296 ) Net cash proceeds from issuance of Series H Preferred Stock $ 12,474,704 Issuance of Series H Preferred Stock $ 19,400,000 Less issuance costs: Shares issued to B. Riley FBR as placement fee (670,000 ) Total payments made from proceeds (525,296 ) Legal and other costs paid in cash (159,208 ) Total issuance costs (1,354,504 ) Net issuance of Series H Preferred Stock $ 18,045,496 Beneficial conversion feature on Series H Preferred Stock $ 18,045,496 |
Series I Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series I Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2019: Shares Series I Preferred Stock Components Issuance of Series I Preferred Stock on June 28, 2019 23,100 $ 23,100,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (1,386,000 ) Legal fees and other costs (73,858 ) Total issuance costs (1,459,858 ) Less Liquidated Damages recognized upon issuance (1,940,400 ) Total issuance costs and Liquidated Damages (3,400,258 ) Net issuance of Series I Preferred Stock $ 19,699,742 |
Series J Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series J Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2019: Shares Series J Preferred Stock Components Issuance of Series J Preferred Stock on October 7, 2019 20,000 $ 20,000,000 Less shares issued for payment of 12% Amended Senior Secured Notes (5,000 ) (5,000,000 ) Net issuance of Series J Preferred Stock 15,000 $ 15,000,000 Issuance of Series J Preferred Stock $ 20,000,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (525,240 ) Legal fees and other costs (54,764 ) Total issuance costs (580,004 ) Less Liquidated Damages recognized upon issuance (1,680,00 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock $ 17,739,996 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Restricted Stock Award Activity | A summary of the restricted stock award activity during the years ended December 31, 2019 and 2018 is as follows: Number of Shares Weighted Average Grant-Date Unvested Vested Fair Value Restricted stock awards outstanding at January 1, 2018 6,979,596 5,537,556 $ 0.41 Issued 4,606,503 - 0.72 Vested (4,946,490 ) 4,946,490 Forfeited (329,735 ) - Restricted stock awards outstanding at December 31, 2018 6,309,874 10,484,046 0.50 Issued 833,333 - 0.48 Vested (3,926,542 ) 3,926,542 Forfeited (825,000 ) (402,512 ) Restricted stock awards outstanding at December 31, 2019 2,391,665 14,008,076 0.56 |
Summary of Warrant Activity | A summary of the Financing Warrants activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2018 1,289,172 $ 0.29 Issued 2,861,558 1.17 Exercised (842,117 ) 0.20 Issued as result of the reset provision on August 3, 2018 640,405 0.50 Financing Warrants outstanding at December 31, 2018 3,949,018 0.64 4.81 Exercised (1,066,963 ) Financing Warrants outstanding at December 31, 2019 2,882,055 0.80 3.95 Financing Warrants exercisable at December 31, 2019 2,882,055 0.80 3.95 |
Schedule of Common Stock Financing Warrants Outstanding and Exercisable | The Financing Warrants outstanding and exercisable as of December 31, 2019 are summarized as follows: Outstanding Classified as Derivative Classified Total Exercise Price Expiration Date Liabilities (Shares) Equity Exercisable (Shares) MDB Warrants $ 0.20 November 4, 2021 - 327,490 327,490 Strome Warrants 0.50 June 15, 2023 1,500,000 - 1,500,000 B. Riley Warrants 1.00 October 18, 2025 875,000 - 875,000 MDB Warrants 1.15 October 19, 2022 - 119,565 119,565 MDB Warrants 2.50 October 19, 2022 - 60,000 60,000 Total outstanding and exercisable 2,375,000 507,055 2,882,055 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Restricted Stock Units Activity | A summary of the restricted stock award activity during the years ended December 31, 2019 and 2018 is as follows: Number of Shares Weighted Average Grant-Date Unvested Vested Fair Value Restricted stock awards outstanding at January 1, 2018 6,979,596 5,537,556 $ 0.41 Issued 4,606,503 - 0.72 Vested (4,946,490 ) 4,946,490 Forfeited (329,735 ) - Restricted stock awards outstanding at December 31, 2018 6,309,874 10,484,046 0.50 Issued 833,333 - 0.48 Vested (3,926,542 ) 3,926,542 Forfeited (825,000 ) (402,512 ) Restricted stock awards outstanding at December 31, 2019 2,391,665 14,008,076 0.56 |
ABG Warrants [Member] | |
Schedule of Warrants Assumptions | The fair value of the ABG Warrants granted during the year ended December 31, 2019 were calculated using the Monte Carlo model by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.00% – 2.10% 2.00% – 2.10% Expected dividend yield 0.00% 0.00% Expected volatility 51.00% – 52.00% 121.00% – 123.00% Expected life 6.0 – 7.3 years 6.2 – 7.3 years |
Schedule of Warrants Activity | A summary of the ABG Warrant activity during the year ended December 31, 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) ABG Warrants outstanding at January 1, 2019 - $ - Issued 21,989,844 0.55 ABG Warrants outstanding at December 31, 2019 21,989,844 0.55 9.46 ABG Warrants exercisable at December 31, 2019 - ABG Warrants not vested at December 31, 2019 21,989,844 |
Summary of Stock-based Compensation | Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2019 and 2018 are summarized as follows: Year Ended December 31, 2019 Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 122,192 $ 44,520 $ 774,632 $ 1,580 $ 50,828 $ - $ 993,752 Selling and marketing 34,393 100,388 455,280 242,399 - - 832,460 General and administrative 2,541,468 1,660,607 3,383,338 157,359 - 795,803 8,538,575 Total costs charged to operations 2,698,053 1,805,515 4,613,250 401,338 50,828 795,803 10,364,787 Capitalized platform development 535,004 175,837 590,618 5,931 - - 1,307,390 Total stock-based compensation $ 3,233,057 1,981,352 $ 5,203,868 $ 407,269 $ 50,828 $ 795,803 $ 11,672,177 Year Ended December 31, 2018 Restricted Common Common Channel Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 6,745 $ - $ - $ - $ 152,460 $ - $ 159,205 Selling and marketing 607 67,062 8,782 - - - 76,451 General and administrative 2,973,051 1,130,326 1,791 - - - 4,105,168 Total costs charged to operations 2,980,403 1,197,388 10,573 - 152,460 - 4,340,824 Capitalized platform development 1,639,038 211,346 - - - - 1,850,384 Total stock-based compensation $ 4,619,441 1,408,734 $ 10,573 $ - $ 152,460 $ - $ 6,191,208 |
Stock Options Outside 2016 Plan [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value for the outside options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions: Risk-free interest rate 2.79% – 3.09% Expected dividend yield 0.00% Expected volatility 113.49% – 116.86% Expected life 6.0 years The fair value for the outside options granted during the year ended December 31, 2019 were calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.49% – 2.57% 2.49% – 2.57% Expected dividend yield 0.00% 0.00% Expected volatility 74.00% – 95.00% 122.00% – 142.00% Expected life 3.0 – 5.8 years 3.0 – 5.8 years |
Summary of Stock Option Activity | A summary of outside option activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2018 - $ - Granted 2,414,000 0.36 Outside options outstanding at December 31, 2018 2,414,000 0.36 9.94 Granted 1,500,000 0.57 9.94 Exercised (2,000 ) 0.35 Forfeited (180,000 ) 0.35 Expired (7,333 ) 0.35 Outside options outstanding at December 31, 2019 3,724,667 0.21 9.04 Outside options vested at December 31, 2019 1,203,667 0.89 9.02 Stock options exercisable at December 31, 2019 - Stock options not vested at December 31, 2019 2,521,000 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of outside options outstanding, vested and exercisable are as follows as of December 31, 2019: Exercise Outstanding Vested Exercisable Price (Shares) (Shares) (Shares) Under $1.00 3,724,667 1,203,667 - |
Channel Partner Warrant Program [Member] | |
Schedule of Warrants Assumptions | The fair value of Channel Partner Warrants issued during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions: Risk-free interest rate 2.54% – 2.89% Expected dividend yield 0.00% Expected volatility 95.73% – 119.45% Expected life 3.0 – 5.0 years |
Schedule of Warrants Activity | A summary of the Channel Partner Warrants activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Channel Partner Warrants outstanding at January 1, 2018 1,303,832 $ 1.48 4.35 Issued 295,000 1.74 Forfeited (581,692 ) 1.47 Channel Partner Warrants outstanding at December 31, 2018 1,017,140 1.47 3.26 Forfeited (77,599 ) 1.62 Channel Partner Warrants outstanding at December 31, 2019 939,541 1.46 2.57 Channel Partner Warrants exercisable at December 31, 2019 613,041 1.50 2.63 Channel Partner Warrants available for future grants at December 31, 2019 1,060,459 |
Common Stock Awards [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of common stock awards granted during the year ended December 31, 2018 were calculated using the Black-Scholes option pricing model utilizing the following assumptions: Risk-free interest rate 2.27% – 3.05% Expected dividend yield 0.00% Expected volatility 108.34% – 139.36% Expected life 3.0 – 6.0 years |
Summary of Stock Option Activity | A summary of the common stock award activity during the years ended December 31, 2019 and 2018 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2018 2,176,637 $ 1.25 9.25 Granted 8,187,750 0.84 Exercised (125,000 ) 0.17 Forfeited (732,353 ) 1.41 Expired (101,493 ) 1.49 Common stock awards outstanding at December 31, 2018 9,405,541 0.61 9.30 Exercised (25,000 ) 0.17 Forfeited (1,197,776 ) 0.73 Expired (118,204 ) 1.09 Common stock awards outstanding at December 31, 2019 8,064,561 0.62 8.34 Common stock awards exercisable at December 31, 2019 4,970,584 1.02 8.25 Common stock awards not vested at December 31, 2019 3,093,977 Common stock awards available for future grants at December 31, 2019 1,935,439 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of common stock awards outstanding and exercisable are as follows as of December 31, 2019: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 5,048,750 2,539,496 $1.01 to $1.25 1,553,333 1,154,687 $1.26 to $1.50 28,309 18,448 $1.51 to $1.75 345,000 239,759 $1.76 to $2.00 924,169 904,444 $2.01 to $2.25 135,000 83,750 $2.26 to $2.50 30,000 30,000 8,064,561 4,970,584 |
Common Equity Awards [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of common equity awards granted during the year ended December 31, 2019 was calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 1.51% – 2.59% 1.51% – 2.59% Expected dividend yield 0.00% 0.00% Expected volatility 69.00% – 95.00% 119.00% – 149.00% Expected life 3.0 – 6.0 years 3.0 – 6.0 years The fair value of common equity awards granted during the year ended December 31, 2019 were calculated using the Monte Carlo model for the market-based awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 2.20% – 2.70% 2.16% – 2.71% Expected dividend yield 0.00% 0.00% Expected volatility 140.00% – 146.00% 110.00% Expected life 10.0 years 10.0 years |
Summary of Stock Option Activity | A summary of the common equity award activity during the year ended December 31, 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common equity awards outstanding at January 1, 2019 - $ - - Granted 68,180,863 0.53 Forfeited (3,167,218 ) 0.53 Common equity awards outstanding at December 31, 2019 65,013,645 0.53 9.43 Common equity awards vested at December 31, 2019 55,556 Common equity awards exercisable at December 31, 2019 - Common equity awards not vested at December 31, 2019 64,958,089 Common equity awards available for future grants at December 31, 2019 19,986,355 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices for the common equity awards outstanding, vested and exercisable are as follows at December 31, 2019: Exercise Outstanding Vested Exercisable Price (Shares) (Shares) (Shares) No exercise price 250,000 - - Under $1.00 64,763,645 55,566 - 65,013,645 55,556 - |
Restricted Stock Units [Member] | |
Schedule of Restricted Stock Units Activity | A summary of the restricted stock unit activity during the year ended December 31, 2019 is as follows: Weighted Average Number of Shares Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2019 - - $ - Issued 2,399,997 - 0.45 Restricted stock units outstanding at December 31, 2019 2,399,997 - 0.45 Restricted stock units credited to a separate account at December 31, 2019 - - |
Liquidated Damages (Tables)
Liquidated Damages (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Liquidated Damages Payable | |
Schedule of Recognized Liquidated Damages | The following tables summarize the Liquidated Damages recognized during the years ended December 31, 2019 and 2018, with respect to the registration rights agreements and securities purchase agreements: Year Ended December 31, 2019 Series H Preferred Stock 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ - $ 138,600 $ - $ 138,600 Public Information Failure Damages - 102,246 69,300 - 171,546 Accrued interest - 16,162 262,193 140,015 418,370 Balance $ - $ 118,408 $ 470,093 $ 140,015 $ 728,516 Year Ended December 31, 2018 MDB Common Series H Preferred Stock 12% Convertible Debentures Total Liquidated Damages Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,178,956 Public Information Failure Damages - 1,163,955 706,944 1,870,899 Accrued interest - 481,017 116,726 597,743 Totals $ 15,001 $ 2,808,927 $ 823,670 $ 3,647,598 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | The components of the benefit for income taxes consist of the following: Years Ended December 31, 2019 2018 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax benefit: Federal 9,802,070 3,359,203 State and local 3,053,709 1,498,009 Change in valuation allowance 6,685,348 (4,765,579 ) Total deferred tax benefit 19,541,127 91,633 Total income tax benefit $ 19,541,127 $ 91,633 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 20,998,172 $ 10,474,525 Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 450,116 16,017 Accrued expenses and other 64,494 64,849 Deferred rent - 21,233 Contract liabilities - 84,622 Liquidated damages payable 1,078,235 646,146 Stock-based compensation 1,055,083 242,545 Operating lease liability 223,596 - Depreciation and amortization 3,921,952 981,850 Current deferred tax assets 28,055,521 12,795,660 Valuation allowance (3,484,746 ) (8,541,191 ) Total deferred tax assets 24,570,775 4,254,469 Deferred tax liabilities: Prepaid expenses (148,051 ) - Contract liabilities (67,295 ) - Acquisition-related intangibles (24,355,429 ) (4,254,469 ) Total deferred tax liabilities (24,570,775 ) (4,254,469 ) Net deferred tax $ - $ - |
Schedule of Tax Benefit and Effective Income Tax | The benefit for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows: Years Ended December 31, 2019 2018 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (12,188,924 ) 21.0 % $ (5,493,498 ) 21.0 % State and local taxes, net of federal benefit (3,053,709 ) 5.3 % (1,498,009 ) 5.7 % Stock-based compensation 276,382 (0.5 )% 434,556 (1.7 )% Other differences, net 199,642 (0.3 )% 246,614 (0.8 )% Valuation allowance (6,685,348 ) 11.5 % 4,765,579 (18.2 )% Permanent differences 1,910,830 (3.3 )% 1,453,125 (5.6 )% Tax benefit and effective income tax rate $ (19,541,127 ) 33.7 % $ (91,633 ) 0.4 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Liquidating Damages | The following table summarizes the contingent obligations with respect to the Liquidated Damages as of the issuance date of these consolidated financial statements: 12% Convertible Debentures Series I Preferred Stock Series J Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ 277,200 $ 360,000 $ 637,200 Public Information Failure Damages 12,300 346,500 360,000 718,800 Accrued interest 1,578 69,991 60,007 131,576 $ 13,878 $ 693,691 $ 780,007 $ 1,487,576 |
Quarterly Financial Informati_2
Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly and Annual Financial Information | The following tables summarize the quarterly and annual financial information for fiscal 2019 and fiscal 2018, as applicable. Condensed Consolidated Balance Sheets As of Table March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Assets Current assets: Cash and cash equivalents $ 2,138,593 $ 13,149,604 $ 1,973,435 $ 2,406,596 Restricted cash (see Note 2) 120,718 120,749 620,779 120,693 Accounts receivable, net A 2,718,004 2,006,938 3,319,124 - Factor receivables A - - - 6,130,674 Subscription acquisition costs A 17,056 - - 17,056 Royalty fees (see Note 5) - 15,000,000 15,000,000 - Convertible preferred stock subscription receivable - 8,100,000 - - Prepayments and other current assets B 842,393 718,232 2,893,870 858,323 Total current assets 5,836,764 39,095,523 23,807,208 9,533,342 Advance relating to acquisition of TheStreet (see Note 3) - 16,500,000 - - Operating lease right-of-use assets (see Note 7) 829,155 724,758 1,912,932 - Property and equipment, net 61,506 73,053 739,339 68,830 Platform development, net C 4,723,236 5,049,194 5,556,978 4,707,956 Royalty fees, net of current portion (see Note 5) - 30,000,000 30,000,000 - Acquired and other intangible assets, net D 14,568,858 13,733,958 25,032,710 15,403,758 Other long-term assets 182,238 92,002 959,469 119,630 Goodwill E 7,324,287 7,324,287 16,139,377 7,324,287 Total assets $ 33,526,044 $ 112,592,775 $ 104,148,013 $ 37,157,803 Liabilities, mezzanine equity and stockholders’ (deficiency) Current liabilities: Accounts payable $ 2,527,428 $ 2,271,503 $ 3,990,958 $ 4,943,767 Accrued expenses and other F 3,279,517 5,228,542 7,247,859 2,382,047 Line of credit (see Note 13) 897,653 1,463,598 1,025,494 1,048,194 Liquidated damages payable G 3,744,285 5,689,738 5,689,738 3,647,598 Unearned revenue A 98,229 96,350 6,819,242 396,407 Warrant derivative liabilities H 1,739,930 1,906,005 1,836,894 1,364,235 Embedded derivative liabilities I 10,780,000 12,240,000 17,861,000 7,387,000 Officer promissory notes, including accrued interest (see Note 16) 315,065 316,801 318,459 680,399 Total current liabilities 23,382,107 29,212,537 44,789,644 21,849,647 Unearned revenues, net of current portion A 252,500 252,500 710,119 252,500 Operating lease liabilities, net of current portion J 439,599 336,289 745,075 - Other long-term liability 242,310 242,310 242,310 242,310 Investor liability - - 875,000 - Deferred rent - - - 46,335 Convertible debt L 9,160,861 10,492,770 11,865,866 7,270,939 Long-term debt (see Note 18) - 59,870,303 48,272,995 - Total liabilities 33,477,377 100,406,709 107,501,009 29,661,731 Commitments and contingencies (see Note 26) Mezzanine equity: Series G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $168,496; Series G shares designated: 1,800 for each respective period presented; Series G shares issued and outstanding: 168,496; common shares issuable upon conversion: 188,791 shares for each respective period presented 168,496 168,496 168,496 168,496 Series H convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $19,399,250; Series H shares designated: 23,000; Series H shares issued and outstanding: 19,400 for each respective period presented; common shares issuable upon conversion: 58,787,879 shares for each respective period presented 18,045,496 18,045,496 18,045,496 18,045,496 Series I convertible preferred stock, $0.01 par value, $1,000 per share liquidation value; aggregate liquidation value $25,800,000; Series I shares designated: 25,800; Series I shares issued and outstanding: 23,100 for each respective period presented; common shares issuable upon conversion: 46,200,000 shares for each respective period presented - 19,753,600 19,753,600 - Total mezzanine equity 18,213,992 37,967,592 37,967,592 18,213,992 Stockholders’ (deficiency): Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding (1) 376,861 369,389 373,532 357,685 Common stock to be issued 39,383 39,383 39,383 51,272 Additional paid-in capital 24,893,365 27,870,197 32,006,113 23,413,077 Accumulated deficit (43,474,934 ) (54,060,495 ) (73,739,616 ) (34,539,954 ) Total stockholders’ (deficiency) (18,165,325 ) (25,781,526 ) (41,320,588 ) (10,717,920 ) Total liabilities, mezzanine equity and stockholders’ (deficiency) $ 33,526,044 $ 112,592,775 $ 104,148,013 $ 37,157,803 (1) Common stock issued and outstanding 37,686,173 36,938,927 37,353,258 35,768,619 The Company’s results of operations vary and may continue to fluctuate significantly from quarter to quarter. The results of operations in any period should not necessarily be considered indicative of the results to be expected from any future period. Condensed Consolidated Statements of Operations (unaudited) Three Months Ended March 31, Table 2019 2018 Revenue M $ 6,273,963 $ 86,685 Cost of revenue (1) K 5,652,565 1,035,708 Gross profit (loss) 621,398 (949,023 ) Operating expenses: Selling and marketing K 1,149,292 153,505 General and administrative K 4,225,253 2,463,771 Depreciation and amortization 108,340 5,630 Total operating expenses 5,482,885 2,622,906 Loss from operations (4,861,487 ) (3,571,929 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (375,695 ) - Change in valuation of embedded derivative liabilities (see Note 15) (2,383,000 ) - Interest expense N (1,301,208 ) - Interest income 3,171 - Liquidated damages (see Note 23) (16,887 ) - Other Income 126 - Total other expense (4,073,493 ) - Loss before income taxes (8,934,980 ) (3,571,929 ) Benefit for income taxes - - Net loss attributable to common shareholders $ (8,934,980 ) $ (3,571,929 ) Basic and diluted net loss per common share $ (0.26 ) $ (0.16 ) Weighted average number of shares outstanding – basic and diluted 34,837,518 22,934,369 (1) Amortization included in cost of revenues $ 1,324,970 $ 349,512 Three Months Ended June 30, Six Months Ended June 30, Table 2019 2018 2019 2018 Revenue M $ 5,770,283 $ 216,356 $ 12,044,246 $ 303,041 Cost of revenue (1) K 5,487,172 1,102,813 11,139,737 2,138,521 Gross profit (loss) 283,111 (886,457 ) 904,509 (1,835,480 ) Operating expenses: Selling and marketing K 1,451,101 761,135 2,600,393 914,640 General and administrative K 5,871,015 2,222,187 10,096,268 4,685,958 Depreciation and amortization 107,637 6,615 215,977 12,245 Total operating expenses 7,429,753 2,989,937 12,912,638 5,612,843 Loss from operations (7,146,642 ) (3,876,394 ) (12,008,129 ) (7,448,323 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (166,075 ) - (541,770 ) - Change in valuation of embedded derivative liabilities (see Note 15) (1,396,000 ) 128,544 (3,779,000 ) 128,544 True-up termination fee - (1,344,648 ) - (1,344,648 ) Interest expense N (1,876,054 ) (123,543 ) (3,177,262 ) (123,543 ) Interest income 63 14,384 3,234 14,384 Liquidated damages (see Note 23) (853 ) (15,001 ) (17,740 ) (15,001 ) Other Income - - 126 - Total other expense (3,438,919 ) (1,340,264 ) (7,512,412 ) (1,340,264 ) Loss before income taxes (10,585,561 ) (5,216,658 ) (19,520,541 ) (8,788,587 ) Benefit for income taxes - - - - Net loss attributable to common shareholders $ (10,585,561 ) $ (5,216,658 ) $ (19,520,541 ) $ (8,788,587 ) Basic and diluted net loss per common share $ (0.30 ) $ (0.21 ) $ (0.55 ) $ (0.36 ) Weighted average number of shares outstanding – basic and diluted 35,556,188 25,290,190 35,208,771 24,258,944 (1) Amortization included in cost of revenues $ 1,361,319 $ 433,204 $ 2,686,289 $ 782,716 Three Months Ended September 30, Nine Months Ended September 30, Table 2019 2018 2019 2018 Revenue M $ 7,586,020 $ 1,157,917 $ 19,630,266 $ 1,460,958 Cost of revenue (1) K 7,612,585 1,784,073 18,752,322 3,922,594 Gross profit (loss) (26,565 ) (626,156 ) 877,944 (2,461,636 ) Operating expenses: Selling and marketing K 2,059,820 425,326 4,660,213 1,339,966 General and administrative K 7,262,496 2,546,369 17,358,764 7,232,328 Depreciation and amortization 349,604 12,715 565,581 24,960 Total operating expenses 9,671,920 2,984,410 22,584,558 8,597,254 Loss from operations (9,698,485 ) (3,610,566 ) (21,706,614 ) (11,058,890 ) Other (expense) income: Change in valuation of warrant derivative liabilities (see Note 15) (666,075 ) (324,485 ) (1,207,845 ) (324,485 ) Change in valuation of embedded derivative liabilities (see Note 15) (5,621,000 ) 459,472 (9,400,000 ) 588,016 True-up termination fee - - - (1,344,648 ) Settlement of promissory notes receivable - (1,166,556 ) - (1,166,556 ) Interest expense N (3,701,310 ) (1,428,463 ) (6,878,572 ) (1,552,006 ) Interest income 7,749 2,199 10,983 16,583 Liquidated damages (see Note 23) - (2,652,798 ) (17,740 ) (2,667,798 ) Other Income - - 126 - Total other expense (9,980,636 ) (5,110,631 ) (17,493,048 ) (6,450,894 ) Loss before income taxes (19,679,121 ) (8,721,197 ) (39,199,662 ) (17,509,784 ) Benefit for income taxes - 91,633 - 91,633 Net loss (19,679,121 ) (8,629,564 ) (39,199,662 ) (17,418,151 ) Deemed dividend on Series H convertible preferred stock - (18,045,496 ) - (18,045,496 ) Net loss attributable to common shareholders $ (19,679,121 ) $ (26,675,060 ) $ (39,199,662 ) $ (35,463,647 ) Basic and diluted net loss per common share $ (0.54 ) $ (0.96 ) $ (1.10 ) $ (1.40 ) Weighted average number of shares outstanding – basic and diluted 36,240,837 27,835,555 35,562,878 25,382,551 (1) Amortization included in cost of revenues $ 1,623,783 $ 629,888 $ 4,310,072 $ 1,412,604 Condensed Consolidated Statements of Cash Flows (unaudited) Three Months Ended Six Months Ended Nine Months Ended March 30, June 30, September 30, 2019 2018 2019 2018 2019 2018 Cash flows from operating activities Net loss $ (8,934,980 ) $ (3,571,929 ) $ (19,520,541 ) $ (8,788,587 ) $ (39,199,662 ) $ (17,418,151 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 10,940 355,142 21,177 12,243 125,188 19,341 Amortization of platform development and intangible assets 1,422,370 - 2,881,089 782,717 4,750,465 1,418,223 Amortization of debt discounts 686,044 - 1,580,796 86,121 3,060,772 373,663 Change in valuation of warrant derivative liabilities 375,695 - 541,770 (128,544 ) 1,207,845 (263,531 ) Change in valuation of embedded derivative liabilities 2,383,000 - 3,779,000 - 9,400,000 - True-up termination fee - - - 1,344,648 - 1,344,648 Settlement of promissory notes receivable - - - - - 1,166,556 Loss on extinguishment of debt - - - - - 1,099,165 Accrued interest 405,186 - 907,582 26,841 2,439,798 - Liquidated damages 16,887 - 17,740 15,001 17,740 2,667,798 Stock-based compensation 1,319,627 1,350,892 3,959,925 2,191,132 6,951,074 3,416,110 Deferred income taxes - - - - - (91,633 ) Other (29,911 ) - (6,812 ) 10,159 14,793 - Change in operating assets and liabilities net of effect of business combinations: Accounts receivable 9,573,255 (20,469 ) 10,261,222 (154,938 ) 10,513,462 (491,644 ) Factor receivables (6,130,674 ) - (6,130,674 ) - (6,130,674 ) - Subscription acquisition costs - (3,808 ) 17,056 - 17,056 (5,191 ) Prepaid royalty fees - - (45,000,000 ) - (45,000,000 ) - Prepayments and other current assets 15,930 (378,506 ) 140,091 (115,935 ) (285,199 ) (101,603 ) Other long-term assets (62,608 ) - 27,628 - (150,327 ) - Accounts payable (2,416,339 ) 310,018 (2,672,264 ) 383,024 (2,266,032 ) 467,083 Accrued expenses 460,775 163,891 2,414,501 253,209 1,314,037 81,689 Unearned revenue (298,178 ) 5,711 (300,057 ) (7,674 ) 638,119 11,537 Operating lease liabilities 804 - (2,810 ) - (164,420 ) - Deferred rent - - - (14,384 ) - 17,245 Net cash used in operating activities (1,202,177 ) (1,789,058 ) (47,083,581 ) (4,104,967 ) (52,745,965 ) (6,288,695 ) Cash flows from investing activities Purchases of property and equipment (3,616 ) (7,848 ) (25,400 ) (25,292 ) (77,222 ) (29,259 ) Capitalized platform development (434,802 ) (553,161 ) (980,257 ) (1,132,339 ) (1,744,340 ) (1,660,331 ) Payments of promissory notes receivable, net of advances for acquisition of business - (1,000,000 ) - (1,000,000 ) - (3,695,054 ) Advance related to pending acquisition of TheStreet, Inc. - - (16,500,000 ) - - - Payments for acquisition of businesses, net of cash - - - (5,000,000 ) (16,000,000 ) (9,032,596 ) Net cash used in investing activities (438,418 ) (1,561,009 ) (17,505,657 ) (7,157,631 ) (17,821,562 ) (14,417,240 ) Cash flows from financing activities Proceeds from issuance of Series H convertible preferred stock - - - - - 12,474,704 Proceeds from issuance of debt - - 68,000,000 - 71,000,000 - Repayments of long-term debt - - (4,640,000 ) - (17,307,364 ) - Payment of debt issuance costs (10,000 ) - (3,595,000 ) - (7,162,382 ) - Proceeds from 8% promissory notes - - - 1,000,000 - 1,000,000 Payment of 8% promissory notes - - - - - (1,351,334 ) Proceeds from 10% convertible debentures - - - 4,775,000 - 4,775,000 Proceeds from 12% convertible debentures 1,900,000 - 2,000,000 - 2,000,000 - Proceeds from issuance of Series I convertible preferred stock - - 15,000,000 - 23,100,000 - Investor liability related to proceeds received in advance of issuance of Series J convertible preferred stock - - - - 875,000 - Proceeds from private placement of common stock - 1,250,000 - 1,250,000 - 1,250,000 Payment of issuance costs of Series I convertible preferred stock - - (1,406,000 ) - (1,406,000 ) - Payment of issuance costs of Series H convertible preferred stock - - - - - (159,208 ) Borrowings (repayments) under line of credit (150,541 ) - 415,404 - (22,700 ) - Payment for taxes related to repurchase of restricted common stock - - (75,260 ) - (75,260 ) - Proceeds from officer promissory notes - - - 797,982 - 1,009,447 Repayment of officer promissory notes (366,842 ) - (366,842 ) (63,446 ) (366,842 ) (49,911 ) Net cash provided by financing activities 1,372,617 1,250,000 75,332,302 7,759,536 70,634,452 18,948,698 Net (decrease) increase in cash, cash equivalents, and restricted cash (267,978 ) (2,100,067 ) 10,743,064 (3,503,062 ) 66,925 (1,757,237 ) Cash, cash equivalents, and restricted cash — beginning of period 2,527,289 3,619,249 2,527,289 3,619,249 2,527,289 3,619,249 Cash, cash equivalents, and restricted cash — end of period $ 2,259,311 $ 1,519,182 $ 13,270,353 $ 116,187 $ 2,594,214 $ 1,862,012 Supplemental disclosure of cash flow information Cash paid for interest $ 209,978 $ - $ 731,126 $ 449 $ 1,383,644 $ 23,575 Cash paid for income taxes - - - - Noncash investing and financing activities Reclassification of stock-based compensation to platform development $ 167,948 $ 907,978 $ 572,270 $ 1,146,396 $ 985,994 $ 1,508,889 Discount on 8% promissory notes allocated to warrant derivative liabilities - - - 760,499 - 760,499 Discount on 10% original issue discount senior convertible debentures allocated to warrant derivative liabilities - - - 2,088,380 - 471,002 Discount on 12% senior convertible debentures allocated to embedded derivative liabilities 1,010,000 - 1,074,000 - 1,074,000 - Exercise of warrants for issuance common shares - - - - 735,186 - Liquidated damages liability recorded against cash proceeds for 12% senior convertible debentures 79,800 - 84,000 - 84,000 - Liquidated damages liability recorded against cash proceeds for Series I convertible preferred stock - - 1,940,400 - 1,940,400 - Series I convertible preferred stock subscription receivable - - 8,100,000 - - - Aggregate exercise price of common stock options exercised on cashless basis - - - 21,250 - 21,250 Aggregate exercise price of common stock warrants exercised on cashless basis - - - 168,423 - 168,423 Reclassification of investor demand payable to stockholders’ equity - 3,000,000 - 3,000,000 - 3,000,000 Fair value of common stock issued for private placement fees - - - 150,000 - 150,000 Deemed dividend on Series H convertible preferred stock - - - - - 18,045,496 Assumption of liabilities and debt in connection with merger of Say Media - - - - - 851,114 Issuance of Series H convertible preferred stock for private placement fees - - - - - 669,250 Accrual of stock issuance costs - 381,895 - - - - Table A – The following table sets forth information about contract balances: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Accounts receivable: Advertising $ 2,683,958 $ 1,961,793 $ 2,736,060 $ - Other 34,046 45,145 583,064 - $ 2,718,004 $ 2,006,938 $ 3,319,124 $ - Factor receivables: Advertising $ - $ - $ - $ 6,130,674 Subscription acquisition costs (short-term): Digital subscriptions $ 17,056 $ - $ - $ 17,056 Unearned revenues (short-term contract liabilities): Advertising $ - $ - $ - $ 325,863 Digital subscriptions 98,229 96,350 6.819,242 70,544 $ 98,229 $ 96,350 $ 6,819,242 $ 396,407 Unearned revenues (long-term contract liabilities): Advertising $ 252,500 $ 252,500 $ 252,500 $ 252,500 Digital subscriptions - - 457,619 - $ 252,500 $ 252,500 $ 710,119 $ 252,500 Table B – The following table sets forth prepayments and other current assets: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Prepaid expense $ 742,165 $ 670,959 $ 2,078,487 $ 637,281 Prepaid software license 51,930 - 2,722 85,936 Prepaid taxes - - 733,553 - Security deposits 48,298 47,273 74,418 25,812 Other receivables - - 4,690 109,294 $ 842,393 $ 718,232 $ 2,893,870 $ 858,323 Table C – The following table sets forth capitalized costs for platform development: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Platform development beginning of period $ 6,833,900 $ 6,833,900 $ 6,833,900 $ 3,145,308 Other costs - - - 69,052 Payroll, employee benefits and related expenses 434,802 980,257 1,744,340 2,086,963 Stock-based compensation 167,948 572,270 985,994 1,850,384 Disposition - - - (317,807 ) Platform development end of period 7,436,650 8,386,427 9,564,234 6,833,900 Less accumulated amortization (2,713,414 ) (3,337,233 ) (4,007,256 ) (2,125,944 ) Net platform development $ 4,723,236 $ 5,049,194 $ 5,556,978 $ 4,707,956 Table D – The following table sets forth acquired and other intangible assets: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Developed technology $ 14,750,000 $ 14,750,00 $ 19,138,104 $ 14,750,000 Noncompete agreement 480,000 480,000 480,000 480,000 Trade name 748,000 748,000 3,328,000 748,000 Subscriber relationships - - 2,150,000 - Advertiser relationships - - 2,240,000 - Database - - 1,140,000 - Website domain name 20,000 20,000 20,000 20,000 15,998,000 15,998,000 28,496,104 15,998,000 Less accumulated amortization (1,429,142 ) (2,264,042 ) (3,463,394 ) (594,242 ) Net intangible assets $ 14,568,858 $ 13,733,958 $ 25,032,710 $ 15,403,758 Table E – The following table sets forth goodwill: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Goodwill acquired in acquisition of HubPages $ 1,857,663 $ 1,857,663 $ 1,857,663 $ 1,857,663 Goodwill acquired in acquisition of Say Media 5,466,624 5,466,624 5,466,624 5,466,624 Goodwill acquired in acquisition of TheStreet - - 8,815,090 - Carrying value $ 7,324,287 $ 7,324,287 $ 16,139,377 $ 7,324,287 Table F – The following table sets forth accrued expenses and other: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 General accrued expenses $ 216,618 $ 2,029,076 $ 1,959,800 $ 451,530 Accrued payroll and related taxes 728,211 839,664 556,531 584,550 Accrued publisher expenses 1,320,890 1,330,102 1,544,114 644,299 Sales tax liability - - 479,204 - Customer rebate 489,466 489,466 489,466 489,466 Operating lease liabilities 456,884 452,183 2,069,118 - Other accrued expense 67,448 88,051 149,626 212,202 $ 3,279,517 $ 5,228,542 $ 7,247,859 $ 2,382,047 Table G – The following table sets forth liquidated damages payable: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Registration Rights Damages: MDB common stock to be issued $ 15,001 $ 15,001 $ 15,001 $ 15,001 Series H Preferred Stock 1,163,955 1,163,955 1,163,955 1,163,955 Series I Preferred Stock - 970,200 970,200 - 1,178,956 2,149,156 2,149,156 1,178,956 Public Information Failure Damages: Series H Preferred Stock 1,163,955 1,163,955 1,163,955 1,163,955 12% Convertible Debentures 786,744 790,944 790,944 706,944 Series I Preferred Stock - 970,200 970,200 - 1,950,699 2,925,099 2,925,099 1,870,899 Accrued interest: Series H Preferred Stock 481,017 481,017 481,017 481,017 12% Convertible Debentures 133,613 134,466 134,466 116,726 614,630 615,483 615,483 597,743 $ 3,744,285 $ 5,689,738 $ 5,689,738 $ 3,647,598 Table H – The following table sets forth the carrying value and roll-forward of activity for the Company’s warrants accounted for as a derivative liability (see Note 15) and classified within Level 3 of the fair-value hierarchy: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 L2 Warrants issued on June 11, 2018 $ 312,837 $ 312,837 $ 312,837 $ 312,837 L2 Warrants issued on June 15, 2018 288,149 288,149 288,149 288,149 Strome Warrants issued on June 15, 2018 1,344,648 1,344,648 1,344,648 1,344,648 B. Riley Warrant issued on October 18, 2018 382,725 382,725 382,725 382,725 Exercise of L2 Warrants on September 10, 2019 - - (735,186 ) - Change in valuation of warrant derivative liabilities: L2 Warrants (61,746 ) (9,591 ) 134,200 (182,772 ) Strome Warrants (586,533 ) (513,213 ) (184,129 ) (756,677 ) B. Riley Warrants 59,850 100,450 293,650 (24,675 ) Carrying value $ 1,739,930 $ 1,906,005 $ 1,836,894 $ 1,364,235 Table I – The following table sets forth the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features, and default remedy features for the 12% Convertible Debentures (see Note 17) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Issuance date of December 12,2018 4,760,000 4,760,000 4,760,000 4,760,000 Issuance date of March 18, 2019 822,000 822,000 822,000 - Issuance date of March 27, 2019 188,000 188,000 188,000 - Issuance date of April 8, 2019 - 64,000 64,000 - Change in fair value of embedded derivative liabilities 5,010,000 6,406,000 12,027,000 2,627,000 Carrying amount $ 10,780,000 $ 12,240,000 $ 17,861,000 $ 7,387,000 Table J – The following table sets forth the operating lease liabilities: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Minimum lease payments $ 1,003,118 $ 873,060 $ 3,017,595 $ - Less imputed interest (106,635 ) (84,588 ) (203,402 ) - Present value of operating lease liabilities $ 896,483 $ 788,472 $ 2,814,193 $ - Current portion included in accrued expenses and other (lease liabilities) $ 456,884 $ 452,183 $ 2,069,118 $ - Long-term portion of operating lease liabilities 439,599 336,289 745,075 - Total operating lease liabilities $ 896,483 $ 788,472 $ 2,814,193 $ - Table K – The following sets forth stock-based compensation expense that is included in the line items presented on the consolidated statements of operations and capitalized platform development: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Cost of revenues $ 69,072 $ 171,258 $ 285,253 $ 159,205 Selling and marketing 108,284 171,336 221,843 76,451 General and administrative 1,142,272 2,297,704 2,484,053 3,908,301 1,319.627 2,640,298 2,991,149 4,143,957 Capitalized platform development 167,948 404,322 413,724 1,850,384 $ 1,487,575 $ 3,044,620 $ 3,404,873 $ 5,994,341 Table L – The following table sets forth the carrying value and related debt components of the 12% Convertible Debentures: As of March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) December 31, 2018 Principal amount of debt $ 11,554,000 $ 11,654,000 $ 11,654,000 $ 9,540,000 Less issuance costs (704,000 ) (704,000 ) (704,000 ) (590,000 ) Net cash proceeds received 10,850,000 10,950,000 10,950,000 8,950,000 Principal amount of debt (excluding original issue discount) 11,554,000 11,654,000 11,654,000 9,540,000 Add conversion of debt from 10% OID Convertible Debentures 3,551,528 3,551,528 3,551,528 3,551,528 Add accrued interest 486,591 945,011 1,429,527 82,913 Principal amount of debt including accrued interest 15,592,119 16,150,539 16,635,055 13,174,441 Debt discount: Allocated embedded derivative liabilities (5,770,000 ) (5,834,000 ) (5,834,000 ) (4,760,000 ) Liquidated damages recognized upon issuance (786,744 ) (790,944 ) (790,944 ) (706,944 ) Issuance cost (714,000 ) (714,000 ) (714,000 ) (590,000 ) Subtotal debt discount (7,270,744 ) (7,338,944 ) (7,338,944 ) (6,056,944 ) Less amortization of debt discount 839,486 1,681,175 2,569,755 153,442 Unamortized debt discount (6,431,258 ) (5,657,769 ) (4,769,189 ) (5,903,502 ) Carrying value $ 9,160,861 $ 10,492,770 $ 11,865,866 $ 7,270,939 Table M – The following table sets forth information about revenue by product line, geographical market and timing of revenue recognition: For the Three Months Ended March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) Year Ended December 31, 2018 Revenue by product line: Advertising $ 6,137,354 $ 5,670,712 $ 5,456,555 $ 5,614,953 Digital subscriptions 51,913 56,021 1,891,702 85,246 Other 84,696 43,550 237,763 - Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Revenue by geographical market: United States $ 6,273,963 $ 5,770,283 $ 7,386,753 $ 5,700,199 Other - - 199,267 - Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Revenue by timing of recognition: At point in time $ 6,222,050 $ 5,714,262 $ 5,694,318 $ 5,614,953 Over time 51,913 56,021 1,891,702 85,246 Total $ 6,273,963 $ 5,770,283 $ 7,586,020 $ 5,700,199 Table N – The following table sets forth information about interest expense: For the Three Months Ended March 31, 2019 (unaudited) June 30, 2019 (unaudited) September 30, 2019 (unaudited) Year Ended December 31, 2018 Amortization of debt discounts related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures $ - $ - $ - $ 448,398 Accrued interest related to the 10% Convertible Debentures and 10% OID Convertible Debentures - - - 97,929 Accretion of original issue discount related to the 8% Promissory Notes and 10% OID Convertible Debentures - - - 69,596 Loss on extinguishment of debt related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - 1,350,337 Gain on extinguishment of embedded derivatives liabilities upon extinguishment of host instrument related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - (1,096,860 ) Write off of unamortized discount upon extinguishment of debt related to the 8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures - - - 1,269,916 Amortization of debt discounts related to the 12% Convertible Debentures 686,044 841,689 888,580 153,442 Accrued interest related to the 12% Convertible Debentures 403,678 458,420 484,516 82,913 Amortization of debt discounts related to the 12% Amended Senior Secured Notes - 53,063 591,398 - Accrued interest related to the 12% Amended Senior Secured Notes - 360,000 1,676,747 - 1,089,722 1,713,172 3,641,241 2,375,671 Officer Promissory Notes 2,491 1,736 1,658 12,574 Other interest 208,995 161,146 58,411 120,629 $ 1,301,208 $ 1,876,054 $ 3,701,310 $ 2,508,874 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 7,586,020 | $ 5,770,283 | $ 6,273,963 | $ 1,157,917 | $ 216,356 | $ 86,685 | $ 12,044,246 | $ 303,041 | $ 19,630,266 | $ 1,460,958 | $ 53,343,310 | $ 5,700,199 |
Net loss attributable to common shareholders | (19,679,121) | (10,585,561) | (8,934,980) | $ (26,675,060) | $ (5,216,658) | (3,571,929) | (19,520,541) | (8,788,587) | (39,199,662) | (35,463,647) | (38,501,369) | (44,113,379) |
Net cash used in operating activities | (1,202,177) | $ (1,789,058) | (47,083,581) | $ (4,104,967) | (52,745,965) | $ (6,288,695) | (56,954,306) | (7,417,680) | ||||
Accumulated deficit | $ (73,739,616) | $ (54,060,495) | $ (43,474,934) | $ (54,060,495) | $ (73,739,616) | (73,041,323) | $ (34,539,954) | |||||
Available credit | 8,700,000 | |||||||||||
Delayed Draw Term Note [Member] | ||||||||||||
Borrowings subject to note holders approval | $ 5,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue, performance obligation, description of timing | Point-in -Time Performance Obligations - For performance obligations related to certain digital advertising space and sales of print advertisements, the Company determines that the customer can direct the use of and obtain substantially all the benefits from the advertising products as the digital impressions are served or on the issue' s on-sale date. For performance obligations related to sales of magazines through subscriptions, the customer obtains control when each magazine issue is mailed to the customer on or before the issues on-sale date. For sales of single copy magazines on newsstands, revenue is recognized on the issue's on-sale date as the date aligns most closely with the date that control is transferred to the customer. Revenues from functional licenses are recognized at a point-in-time when access to the completed content is granted to the partner.Over-Time Performance Obligations - For performance obligations related to sales of certain digital advertising space, the Company transfers control and recognizes revenue over time by measuring progress towards complete satisfaction using the most appropriate method. For performance obligations related to digital advertising, the Company satisfies its performance obligations on some flat-fee digital advertising placements over time using a time-elapsed output method. | ||||||||
Subscription refund liability | $ 3,144,172 | ||||||||
Allowance for doubtful accounts of accounts receivable | 304,129 | 57,913 | |||||||
Assets impairment charges | 0 | 0 | |||||||
Subscription acquisition cost amortization recognized | 315,661 | 14,147 | |||||||
Subscription acquisition cost | 17,056 | ||||||||
Subscription and circulation revenue recognized | 426,407 | 31,437 | |||||||
Restricted cash | $ 120,718 | $ 120,749 | $ 620,779 | 620,809 | 120,693 | ||||
Right-of-use assets | 829,155 | 724,758 | 1,912,932 | 3,980,649 | |||||
Operating lease liabilities | $ 3,555,909 | ||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | 8 years 7 months 6 days | |||||||
Amortization debt discount | $ 686,044 | $ 1,580,796 | $ 86,121 | $ 3,060,772 | $ 373,663 | $ 4,545,675 | 601,840 | ||
Selling and Marketing [Member] | |||||||||
Advertising costs | 859,802 | 25,285 | |||||||
Operating Lease Liability Non Current [Member] | |||||||||
Operating lease liabilities | 3,555,909 | ||||||||
ASU 2016-02 [Member] | |||||||||
Right-of-use assets | 1,003,221 | ||||||||
ASU 2016-02 [Member] | Operating Lease Liability Non Current [Member] | |||||||||
Operating lease liabilities | 1,069,745 | ||||||||
Letter of Credit [Member] | |||||||||
Restricted cash | 500,000 | ||||||||
Credit Card Merchant Accounts With Bank [Member] | |||||||||
Restricted cash | 120,809 | ||||||||
TheStreet and the Sports Illustrated Licensing Agreement [Member] | |||||||||
Subscription and circulation revenue recognized | $ 17,817,947 | ||||||||
Developed Technology and Trade Name [Member] | |||||||||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | ||||||||
Platform Development [Member] | |||||||||
Subscription acquisition cost amortization recognized | $ 9,371,302 | $ 5,301,323 | |||||||
Estimated useful life of asset | 3 years | ||||||||
Convertible Debentures [Member] | |||||||||
Debt instrument interest rate | 10.00% | ||||||||
Original OID Convertible Debentures [Member] | |||||||||
Debt instrument interest rate | 10.00% | ||||||||
Convertible Debentures One [Member] | |||||||||
Debt instrument interest rate | 12.00% | ||||||||
Senior Secured Notes [Member] | |||||||||
Debt instrument interest rate | 12.00% | ||||||||
Amended Senior Secured Notes [Member] | |||||||||
Debt instrument interest rate | 12.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 7,586,020 | $ 5,770,283 | $ 6,273,963 | $ 1,157,917 | $ 216,356 | $ 86,685 | $ 12,044,246 | $ 303,041 | $ 19,630,266 | $ 1,460,958 | $ 53,343,310 | $ 5,700,199 |
At Point in Time [Member] | ||||||||||||
Revenue | 47,557,652 | 5,614,953 | ||||||||||
Over Time [Member] | ||||||||||||
Revenue | 5,785,658 | 85,246 | ||||||||||
United States [Member] | ||||||||||||
Revenue | 7,386,753 | 5,770,283 | 6,273,963 | 52,611,255 | 5,700,199 | |||||||
Other [Member] | ||||||||||||
Revenue | 199,267 | 732,055 | ||||||||||
Advertising [Member] | ||||||||||||
Revenue | 5,456,555 | 5,670,712 | 6,137,354 | 35,918,370 | 5,614,953 | |||||||
Digital Subscriptions [Member] | ||||||||||||
Revenue | 1,891,702 | 56,021 | 51,913 | 6,855,038 | 85,246 | |||||||
Magazine Circulation [Member] | ||||||||||||
Revenue | 9,046,473 | |||||||||||
Other [Member] | ||||||||||||
Revenue | $ 237,763 | $ 43,550 | $ 84,696 | $ 1,523,429 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, net | $ 16,233,955 | $ 3,319,124 | $ 2,006,938 | $ 2,718,004 | |
Factor receivables | 6,130,674 | ||||
Subscription acquisition costs (short-term) | 3,142,580 | 17,056 | |||
Subscription acquisition costs (long-term) | 3,417,478 | ||||
Unearned revenues (short-term contract liabilities) | 32,163,087 | 6,819,242 | 96,350 | 98,229 | 396,407 |
Unearned revenues (long-term contract liabilities) | 31,179,211 | 252,500 | 252,500 | 252,500 | 252,500 |
Advertising [Member] | |||||
Accounts receivable, net | 13,636,240 | 2,736,060 | 1,961,793 | 2,683,958 | |
Factor receivables | 6,130,674 | ||||
Subscription acquisition costs (short-term) | |||||
Subscription acquisition costs (long-term) | |||||
Unearned revenues (short-term contract liabilities) | 325,863 | ||||
Unearned revenues (long-term contract liabilities) | 252,500 | 252,500 | 252,500 | 252,500 | |
Digital Subscriptions [Member] | |||||
Accounts receivable, net | |||||
Factor receivables | |||||
Subscription acquisition costs (short-term) | 17,056 | 17,056 | |||
Subscription acquisition costs (long-term) | |||||
Unearned revenues (short-term contract liabilities) | 8,634,939 | 6,819,242 | 96,350 | 98,229 | 70,544 |
Unearned revenues (long-term contract liabilities) | 478,557 | $ 457,619 | |||
Magazine Circulation [Member] | |||||
Accounts receivable, net | 185,936 | ||||
Factor receivables | |||||
Subscription acquisition costs (short-term) | 3,142,580 | ||||
Subscription acquisition costs (long-term) | 3,417,478 | ||||
Unearned revenues (short-term contract liabilities) | 23,528,148 | ||||
Unearned revenues (long-term contract liabilities) | 30,478,154 | ||||
Other [Member] | |||||
Accounts receivable, net | 2,411,779 | ||||
Factor receivables | |||||
Subscription acquisition costs (short-term) | |||||
Subscription acquisition costs (long-term) | |||||
Unearned revenues (short-term contract liabilities) | |||||
Unearned revenues (long-term contract liabilities) | $ 222,500 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 8,852,281 | $ 1,973,435 | $ 13,149,604 | $ 2,138,593 | $ 2,406,596 |
Restricted cash | 620,809 | $ 620,779 | $ 120,749 | $ 120,718 | 120,693 |
Total cash, cash equivalents, and restricted cash | $ 9,473,090 | $ 2,527,289 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue [Member] | Customer 1 [Member] | ||
Concentration risk percentage | 22.40% | 35.50% |
Revenue [Member] | Customer 2 [Member] | ||
Concentration risk percentage | 0.00% | 14.80% |
Accounts Receivable [Member] | Customer 1 [Member] | ||
Concentration risk percentage | 0.00% | 16.80% |
Accounts Payable [Member] | Vendor 1 [Member] | ||
Concentration risk percentage | 61.70% | 0.00% |
Accounts Payable [Member] | Vendor 2 [Member] | ||
Concentration risk percentage | 0.00% | 29.40% |
Accounts Payable [Member] | Vendor 3 [Member] | ||
Concentration risk percentage | 11.50% | 0.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization, Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leasehold improvements, estimated useful life | Shorter of remaining lease term or estimated useful life |
Office Equipment and Computers [Member] | Minimum [Member] | |
Property, plant and equipment, useful life | 1 year |
Office Equipment and Computers [Member] | Maximum [Member] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, plant and equipment, useful life | 1 year |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Net Income (Loss) Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive securities excluded from computation of earnings per share amount | 241,566,573 | 82,897,244 |
Series G Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 188,791 | 188,791 |
Series H Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 58,787,879 | 58,787,879 |
Series I Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 46,200,000 | |
Series J Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 28,571,429 | |
Indemnity Shares of Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 412,500 | 825,000 |
Restricted Stock Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,391,665 | 6,309,874 |
Financing Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,882,055 | 3,949,018 |
Channel Partner Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 939,540 | 1,017,141 |
ABG Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 21,989,844 | |
Restricted Stock Units [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,399,997 | |
Common Stock Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 8,064,561 | 9,405,541 |
Common Equity Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 65,013,645 | |
Outside Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,724,667 | 2,414,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Aug. 23, 2019 | Aug. 07, 2019 | Jun. 11, 2019 | Dec. 12, 2018 | Aug. 27, 2018 | Aug. 23, 2018 | Jun. 15, 2018 | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 10, 2019 |
Payments to acquire businesses, gross | $ 5,000,000 | $ 16,000,000 | $ 9,032,596 | $ 16,331,026 | $ 18,035,356 | ||||||||||||||
Total cash consideration | $ 10,569,904 | ||||||||||||||||||
Useful life for intangible assets | 5 years | 8 years 7 months 6 days | |||||||||||||||||
Adjustments to pro forma revenue | $ 6,240,000 | ||||||||||||||||||
Decrease in carrying value of pro forma revenue | 5,300,000 | ||||||||||||||||||
Business acquisition, pro forma net income (loss) | $ (47,128,768) | (38,047,120) | |||||||||||||||||
Number of shares issued during period, shares | 307,475 | 12,209,677 | |||||||||||||||||
Stock issued during period, value, acquisitions | |||||||||||||||||||
Developed Technology [Member] | |||||||||||||||||||
Useful life for intangible assets | 3 years | ||||||||||||||||||
Trade Name [Member] | |||||||||||||||||||
Useful life for intangible assets | 20 years | ||||||||||||||||||
Subscriber Relationships [Member] | |||||||||||||||||||
Useful life for intangible assets | 8 years 4 months 24 days | ||||||||||||||||||
Advertising Relationships [Member] | |||||||||||||||||||
Useful life for intangible assets | 9 years 4 months 24 days | ||||||||||||||||||
Database [Member] | |||||||||||||||||||
Useful life for intangible assets | 15 years | ||||||||||||||||||
12% Senior Secured Note [Member] | |||||||||||||||||||
Deposit into escrow | $ 16,500,000 | ||||||||||||||||||
TST Acquisition Co, Inc [Member] | |||||||||||||||||||
Transaction costs related to acquisition | $ 199,630 | ||||||||||||||||||
Business combination notes receivable acquired | $ 1,586,031 | ||||||||||||||||||
TST Acquisition Co, Inc [Member] | Adjustment [Member] | |||||||||||||||||||
Business acquisition, pro forma revenue | 2,494,667 | 4,858,046 | |||||||||||||||||
Business acquisition, pro forma net income (loss) | 6,409,464 | 8,847,598 | |||||||||||||||||
Business acquisition related costs | 5,579,762 | ||||||||||||||||||
Interest expense and realated debt issuance cost amortization | 1,245,534 | 2,811,321 | |||||||||||||||||
Depreciation and amortization expense for acquired fixed assets and intangible assets | 419,431 | 1,178,231 | |||||||||||||||||
TST Acquisition Co, Inc [Member] | Merger Agreement [Member] | |||||||||||||||||||
Deposit into escrow | $ 16,500,000 | ||||||||||||||||||
Payments to acquire businesses, gross | $ 16,500,000 | ||||||||||||||||||
Total cash consideration | $ 16,500,000 | ||||||||||||||||||
TST Acquisition Co, Inc [Member] | Merger Agreement [Member] | 12% Senior Secured Note [Member] | |||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||
Authentic Brand Group SI LLC [Member] | |||||||||||||||||||
Business combination notes receivable acquired | 337,481 | ||||||||||||||||||
Authentic Brand Group SI LLC [Member] | TheStreet and the Sports Illustrated Licensing Agreement [Member] | |||||||||||||||||||
Transaction costs related to acquisition | 331,026 | ||||||||||||||||||
Prepaid royalties | 45,000,000 | ||||||||||||||||||
Hub Pages Inc [Member] | |||||||||||||||||||
Deposit into escrow | $ 5,000,000 | ||||||||||||||||||
Total cash consideration | 10,000,000 | ||||||||||||||||||
Transaction costs related to acquisition | 218,981 | ||||||||||||||||||
Legal fees | $ 569,904 | ||||||||||||||||||
Number of shares issued during period, shares | 2,400,000 | 2,399,997 | |||||||||||||||||
Business combination notes receivable acquired | $ 1,033,080 | $ 1,033,080 | |||||||||||||||||
Hub Pages Inc [Member] | Merger Agreement [Member] | |||||||||||||||||||
Deposit into escrow | $ 5,000,000 | ||||||||||||||||||
Payments to acquire businesses, gross | $ 5,000,000 | ||||||||||||||||||
Total cash consideration | $ 10,569,904 | ||||||||||||||||||
Say Media, Inc. [Member] | |||||||||||||||||||
Useful life for intangible assets | 4 years 9 months | ||||||||||||||||||
Business combination notes receivable acquired | 416,378 | $ 4,624,455 | $ 416,378 | ||||||||||||||||
Fair value of note receivable | $ 41,638 | $ 41,638 | |||||||||||||||||
Say Media, Inc. [Member] | Merger Agreement [Member] | |||||||||||||||||||
Total cash consideration | $ 12,257,022 | $ 55,246 | |||||||||||||||||
Legal fees | 505,246 | $ 450,000 | |||||||||||||||||
Business combination recognized identifiable creditor | 6,703,653 | ||||||||||||||||||
Business combination recognized identifiable transaction bonus | 250,000 | ||||||||||||||||||
Business combination recognized identifiable advanced amount | $ 2,078,498 | ||||||||||||||||||
Stock issued during period, shares, acquisitions | 5,500,002 | 2,000,000 | 2,000,000 | 3,878,287 | |||||||||||||||
Business acquisition stock held in escrow | 825,000 | ||||||||||||||||||
Business acquisition, share price | $ 0.35 | ||||||||||||||||||
Business combination, recognized identifiable asset acquired and liability assumed, lease obligation | $ 416,378 | ||||||||||||||||||
Proforma for acquisition of related cost | 479,289 | ||||||||||||||||||
Say Media, Inc. [Member] | Noncompete [Member] | |||||||||||||||||||
Business combination, step acquisition, equity interest in acquiree, fair value | 242,310 | ||||||||||||||||||
Proforma for acquisition of related cost | $ 479,289 | ||||||||||||||||||
Say Media, Inc. [Member] | Noncompete [Member] | OID Convertible Debentures [Member] | |||||||||||||||||||
Business combination, step acquisition, equity interest in acquiree, percentage | 10.00% | ||||||||||||||||||
Say Media, Inc. [Member] | Noncompete [Member] | Convertible Debentures Financings [Member] | |||||||||||||||||||
Business combination, step acquisition, equity interest in acquiree, percentage | 12.00% |
Acquisitions - Summary of Price
Acquisitions - Summary of Price Allocation for Acquisition (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash | $ 9,537,397 | |||||
Noncompete agreement | 242,310 | |||||
Goodwill | $ 16,139,377 | $ 16,139,377 | $ 7,324,287 | $ 7,324,287 | 7,324,287 | |
Net assets acquired | 12,257,022 | |||||
TST Acquisition Co, Inc [Member] | ||||||
Accounts receivable and unbilled receivables | 1,586,031 | |||||
Prepaid expenses | 1,697,347 | |||||
Restricted cash | 500,000 | |||||
Other long-term assets | 689,512 | |||||
Property and equipment | 718,475 | |||||
Operating right-of-use assets | 1,395,474 | |||||
Other assets | 53,001 | |||||
Developed technology | 4,388,104 | |||||
Trade name | 2,580,000 | |||||
Subscriber relationships | 2,150,000 | |||||
Advertiser relationships | 2,240,000 | |||||
Database | 1,140,000 | |||||
Goodwill | 8,815,090 | |||||
Accounts payable | (1,313,223) | |||||
Accrued expenses | (1,129,009) | |||||
Other liabilities | (373,836) | |||||
Unearned revenues | (6,242,335) | |||||
Operating lease liabilities | (2,394,631) | |||||
Net assets acquired | 16,500,000 | |||||
Authentic Brand Group SI LLC [Member] | ||||||
Accounts receivable and unbilled receivables | 337,481 | |||||
Prepaid expenses | 1,534,922 | |||||
Subscriber relationships | 71,308,799 | |||||
Deferred tax liability | (19,541,127) | |||||
Other liabilities | (632,056) | |||||
Unearned revenues | (47,249,470) | |||||
Subscription refund liability | (5,427,523) | |||||
Net assets acquired | 331,026 | |||||
Hub Pages Inc [Member] | ||||||
Cash | 1,537,308 | |||||
Current assets | 50,788 | |||||
Accounts receivable and unbilled receivables | 1,033,080 | |||||
Other assets | 25,812 | |||||
Developed technology | 6,740,000 | |||||
Trade name | 268,000 | |||||
Goodwill | 1,857,663 | |||||
Current liabilities | (851,114) | |||||
Deferred tax liability | (91,633) | |||||
Net assets acquired | 10,569,904 | |||||
Say Media, Inc. [Member] | ||||||
Cash | 534,637 | |||||
Accounts receivable and unbilled receivables | 4,624,455 | $ 416,378 | ||||
Prepaid expenses | 172,648 | |||||
Note receivable | 41,638 | |||||
Fixed assets | 11,392 | |||||
Other assets | 65,333 | |||||
Developed technology | 8,010,000 | |||||
Trade name | 480,000 | |||||
Noncompete agreement | 480,000 | |||||
Goodwill | 5,466,624 | |||||
Accounts payable | (3,618,112) | |||||
Accrued expenses | (1,470,749) | |||||
Contract liabilities | (513,336) | |||||
Other liabilities | (2,027,508) | |||||
Net assets acquired | $ 12,257,022 |
Acquisitions - Schedule of Shar
Acquisitions - Schedule of Shares Issued for Post Combination Services (Details) | Dec. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |
Cash | $ 9,537,397 |
Issued shares of common stock | 1,636,251 |
Indemnity shares of common stock | 288,750 |
Net settlement of preexisting relationship | 552,314 |
Noncompete agreement | 242,310 |
Total purchase consideration | $ 12,257,022 |
Acquisitions - Schedule of Pro-
Acquisitions - Schedule of Pro-forma Information for Acquisition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) | $ (47,128,768) | $ (38,047,120) |
Net income (loss) per common share - basic and diluted | $ (1.27) | $ (1.46) |
Weighted average number of common shares outstanding - basic and diluted | $ 37,080,784 | $ 26,128,796 |
Pro Forma [Member] | ||
Business acquisition, pro forma revenue | $ 64,198,778 | $ 28,353,260 |
Net income (loss) | (47,128,768) | (38,047,120) |
Pro Forma [Member] | Adjustment [Member] | ||
Business acquisition, pro forma revenue | 2,494,667 | (4,858,046) |
Net income (loss) | 6,409,464 | (8,847,598) |
TheStreet [Member] | ||
Business acquisition, pro forma revenue | 7,857,587 | |
Net income (loss) | 538,339 | |
TheStreet [Member] | Pro Forma [Member] | ||
Business acquisition, pro forma revenue | 16,218,388 | 27,511,107 |
Net income (loss) | (14,498,524) | (3,131,639) |
Maven [Member] | Pro Forma [Member] | ||
Business acquisition, pro forma revenue | 45,485,723 | 5,700,199 |
Net income (loss) | $ (39,039,708) | $ (26,067,883) |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Prepayments And Other Current Assets | |||||
Prepaid expenses | $ 3,370,757 | $ 2,078,487 | $ 670,959 | $ 742,165 | $ 637,281 |
Prepaid software license | 89,822 | 2,722 | 51,930 | 85,936 | |
Refundable income and franchise taxes | 733,553 | ||||
Security deposits | 96,135 | 74,418 | 47,273 | 48,298 | 25,812 |
Other receivables | 20,468 | 4,690 | 109,294 | ||
Prepayments and other current assets | $ 4,310,735 | $ 2,893,870 | $ 718,232 | $ 842,393 | $ 858,323 |
Royalty Fees (Details Narrative
Royalty Fees (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Unamortization of advance royalty | $ 41,250,000 | ||||
Royalty fees, current | 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||
Royalty fees, noncurrent | 26,250,000 | $ 30,000,000 | $ 30,000,000 | ||
TheStreet and the Sports Illustrated Licensing Agreement [Member] | Authentic Brand Group SI LLC [Member] | |||||
Minimum annual royalties | $ 45,000,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||||||
Depreciation expense | $ 10,940 | $ 355,142 | $ 21,177 | $ 12,243 | $ 125,188 | $ 19,341 | $ 276,791 | $ 28,857 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Gross property and equipment costs | $ 977,697 | $ 108,459 | |||
Less accumulated depreciation and amortization | (316,420) | (39,629) | |||
Net property and equipment | 661,277 | $ 739,339 | $ 73,053 | $ 61,506 | 68,830 |
Office Equipment and Computers [Member] | |||||
Gross property and equipment costs | 476,233 | 86,040 | |||
Furniture and Fixtures [Member] | |||||
Gross property and equipment costs | 193,914 | 22,419 | |||
Leasehold Improvements [Member] | |||||
Gross property and equipment costs | $ 307,550 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Right-of-use assets | $ 3,980,649 | $ 1,912,932 | $ 724,758 | $ 829,155 | |
Lease description | The Company's lease arrangements for its offices expire at various dates through 2027 | ||||
Cash deposit with banks | $ 160,910 | ||||
operating lease costs | 1,112,362 | 253,651 | |||
Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | |||||
Right-of-use assets | $ 1,212,800 | ||||
Minimum [Member] | |||||
Lease term | 1 year 4 months 24 days | ||||
Maximum [Member] | |||||
Lease term | 7 years 1 month 2 days | ||||
Operating Lease Liability [Member] | |||||
operating lease liabilities | $ 4,819,606 | $ 2,814,193 | $ 788,472 | $ 896,483 | |
Operating Lease Liability [Member] | Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | |||||
operating lease liabilities | $ 3,853,500 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Dec. 31, 2019 |
Lessee Disclosure [Abstract] | |
Weighted-average remaining lease term | 5 years 11 days |
Weighted-average discount rate | 9.85% |
Leases - Schedule of Maturity L
Leases - Schedule of Maturity Lease Liabilities (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
2020 | $ 2,579,924 | ||||
2021 | 685,111 | ||||
2022 | 472,084 | ||||
2023 | 486,247 | ||||
2024 | 500,834 | ||||
Thereafter | 1,408,052 | ||||
Minimum lease payments | 6,132,252 | $ 3,017,595 | $ 873,060 | $ 1,003,118 | |
Less imputed interest | (1,312,646) | (203,402) | (84,588) | (106,635) | |
Operating Lease Liability [Member] | |||||
Total operating lease liabilities | 4,819,606 | 2,814,193 | 788,472 | 896,483 | |
Current portion included in accrued expenses and other (lease liabilities) | 2,069,118 | 452,183 | 456,884 | ||
Long-term portion of operating lease liabilities | $ 745,075 | $ 336,289 | $ 439,599 | ||
Operating Lease Liability Current [Member] | |||||
Current portion included in accrued expenses and other (lease liabilities) | 2,203,474 | ||||
Operating Lease Liability Non Current [Member] | |||||
Long-term portion of operating lease liabilities | $ 2,616,132 |
Leases -Schedule of Future Mini
Leases -Schedule of Future Minimum Operating Lease Payaments (Details) | Dec. 31, 2018USD ($) |
Lessee Disclosure [Abstract] | |
2019 | $ 505,621 |
2020 | 347,845 |
2021 | 226,817 |
Operating leasefuture minimum payments due | $ 1,080,283 |
Platform Development (Details N
Platform Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Platform Development | ||
Amortization expense platform development | $ 2,660,029 | $ 1,836,625 |
Platform Development - Summary
Platform Development - Summary of Platform Development Costs (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Platform development | $ 977,697 | $ 108,459 | ||||
Less accumulated amortization | (316,420) | (39,629) | ||||
Net platform development | 661,277 | $ 739,339 | $ 73,053 | $ 61,506 | 68,830 | |
Platform Development [Member] | ||||||
Platform development | 10,678,692 | 6,833,900 | ||||
Less accumulated amortization | (4,785,973) | (2,125,944) | ||||
Net platform development | $ 5,892,719 | $ 4,707,956 | $ 3,145,308 |
Platform Development - Summar_2
Platform Development - Summary of Platform Development Cost Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Platform development, beginning balance | $ 68,830 | $ 68,830 | $ 68,830 | $ 68,830 | ||||
Costs capitalized during the period: Payroll-based costs | 434,802 | 980,257 | 1,744,340 | $ 2,086,963 | ||||
Total capitalized payroll-based costs | 315,661 | 14,147 | ||||||
Stock-based compensation | 1,319,627 | $ 1,350,892 | 3,959,925 | $ 2,191,132 | 6,951,074 | $ 3,416,110 | 10,364,787 | 4,340,824 |
Dispositions | (317,807) | |||||||
Platform development, ending balance | 61,506 | 73,053 | 739,339 | 661,277 | 68,830 | |||
Platform Development [Member] | ||||||||
Platform development, beginning balance | $ 4,707,956 | $ 3,145,308 | $ 4,707,956 | $ 3,145,308 | $ 4,707,956 | $ 3,145,308 | 4,707,956 | 3,145,308 |
Costs capitalized during the period, Additions related HubPages acquisition | 69,052 | |||||||
Costs capitalized during the period: Payroll-based costs | 2,537,402 | 2,086,963 | ||||||
Total capitalized payroll-based costs | 9,371,302 | 5,301,323 | ||||||
Stock-based compensation | 1,307,390 | 1,850,384 | ||||||
Dispositions | (317,807) | |||||||
Platform development, ending balance | $ 5,892,719 | $ 4,707,956 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense of intangible asset | $ 7,806,517 | $ 594,242 |
Impairment charges | ||
Developed Technology [Member] | ||
Amortization expense of intangible asset | $ 3,531,936 | $ 558,423 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible assets, gross | $ 99,804,903 | $ 28,496,104 | $ 15,998,000 | $ 15,998,000 | $ 15,998,000 |
Intangible assets, accumulated amortization | (8,400,759) | (3,463,394) | (2,264,042) | (1,429,142) | (594,242) |
Intangible assets, net | 91,404,144 | $ 25,032,710 | $ 13,733,958 | $ 14,568,858 | 15,403,758 |
Developed Technology [Member] | |||||
Intangible assets, gross | 19,138,104 | 14,750,000 | |||
Intangible assets, accumulated amortization | (4,090,359) | (558,423) | |||
Intangible assets, net | 15,047,745 | 14,191,577 | |||
Noncompete Agreement [Member] | |||||
Intangible assets, gross | 480,000 | 480,000 | |||
Intangible assets, accumulated amortization | (252,000) | (12,000) | |||
Intangible assets, net | 228,000 | 468,000 | |||
Trade Name [Member] | |||||
Intangible assets, gross | 3,328,000 | 748,000 | |||
Intangible assets, accumulated amortization | (224,745) | (23,819) | |||
Intangible assets, net | 3,103,255 | 724,181 | |||
Subscriber Relationships [Member] | |||||
Intangible assets, gross | 73,458,799 | ||||
Intangible assets, accumulated amortization | (3,587,837) | ||||
Intangible assets, net | 69,870,962 | ||||
Advertising Relationships [Member] | |||||
Intangible assets, gross | 2,240,000 | ||||
Intangible assets, accumulated amortization | (94,635) | ||||
Intangible assets, net | 2,145,365 | ||||
Database [Member] | |||||
Intangible assets, gross | 1,140,000 | ||||
Intangible assets, accumulated amortization | (151,183) | ||||
Intangible assets, net | 988,817 | ||||
Subtotal Amortizable Intangible Assets [Member] | |||||
Intangible assets, gross | 99,784,903 | 15,978,000 | |||
Intangible assets, accumulated amortization | (8,400,759) | (594,242) | |||
Intangible assets, net | 91,384,144 | 15,383,758 | |||
Website Domain Name [Member] | |||||
Intangible assets, gross | 20,000 | 20,000 | |||
Intangible assets, accumulated amortization | |||||
Intangible assets, net | $ 20,000 | $ 20,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Estimated Amortization Expenses for Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
2020 | $ 20,054,383 | ||||
2021 | 19,826,383 | ||||
2022 | 19,093,265 | ||||
2023 | 17,401,440 | ||||
2024 | 11,397,874 | ||||
Thereafter | 3,610,799 | ||||
Intangible assets, net | $ 91,404,144 | $ 25,032,710 | $ 13,733,958 | $ 14,568,858 | $ 15,403,758 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details ) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Security deposit | $ 110,418 | ||||
Other deposits | 65,764 | 77,992 | |||
Prepaid expenses | 867,467 | ||||
Note receivable | 41,638 | 41,638 | |||
Other assets | $ 1,085,287 | $ 959,469 | $ 92,002 | $ 182,238 | $ 119,630 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Carrying value at beginning of year | $ 7,324,287 | $ 7,324,287 | $ 7,324,287 | $ 7,324,287 | |
Goodwill acquired in acquisition of HubPages | 1,857,663 | 1,857,663 | 1,857,663 | 1,857,663 | |
Goodwill acquired in acquisition of Say Media | 5,466,624 | 5,466,624 | 5,466,624 | 5,466,624 | |
Goodwill acquired in acquisition of TheStreet | 8,815,090 | 8,815,090 | |||
Carrying value at end of year | $ 7,324,287 | $ 7,324,287 | $ 16,139,377 | $ 16,139,377 | $ 7,324,287 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
General accrued expenses | $ 7,665,518 | $ 1,959,800 | $ 2,029,076 | $ 216,618 | $ 451,530 |
Accrued payroll and related taxes | 968,782 | 556,531 | 839,664 | 728,211 | 584,550 |
Accrued publisher expenses | 1,550,669 | 1,544,114 | 1,330,102 | 1,320,890 | 644,299 |
Sales tax liability | 801,930 | 479,204 | |||
Customer rebate | 489,466 | 489,466 | 489,466 | 489,466 | 489,466 |
Due to Meredith | 701,734 | ||||
Due to ABG | 4,000,000 | ||||
Other | 305,102 | 149,626 | 88,051 | 67,448 | 212,202 |
Total accrued expenses | 18,686,675 | $ 7,247,859 | $ 5,228,542 | $ 3,279,517 | 2,382,047 |
Operating Lease Liability Current [Member] | |||||
Operating lease liabilities | $ 2,203,474 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Nov. 30, 2018 | |
Outstanding amount | $ 1,048,194 | $ 1,025,494 | $ 1,463,598 | $ 897,653 | ||
Factoring Note Agreement [Member] | ||||||
Outstanding amount | $ 626,532 | $ 1,048,194 | ||||
Debt instrument interest rate | 3.00% | |||||
Initial factoring fee | 0.415% | |||||
Debt fee | $ 950 | |||||
Factoring Note Agreement [Member] | Prime Rate [Member] | ||||||
Line of credit interest rate | 8.75% | 4.00% | ||||
Factoring Note Agreement [Member] | Floor Rate [Member] | ||||||
Line of credit interest rate | 5.00% | |||||
Factoring Note Agreement [Member] | Maximum [Member] | ||||||
Line of credit , maximum borrowing capacity | $ 3,500,000 | |||||
Line of credit , maximum borrowing percentage | 85.00% | |||||
Factoring Note Agreement [Member] | Minimum [Member] | ||||||
Monthly sales volume amount | $ 1,000,000 |
Liquidated Damages Payable (Det
Liquidated Damages Payable (Details Narrative) | Dec. 12, 2019 |
Liquidated Damages Payable | |
Liquidating damages description | On December 12, 2018, the Company determined that the public information requirements in connection with the 12% Convertible Debentures would not be probable of being satisfied within the requisite time frame, therefore, the Company would be liable for a portion of the Liquidated Damages in connection with the 12% Convertible Debentures, with any related interest provisions (as further described in Note 17). |
Liquidated Damages Payable - Sc
Liquidated Damages Payable - Schedule of Liquidated Damages Payable (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |||
Registration Rights damages | $ 3,127,756 | $ 2,149,156 | $ 2,149,156 | $ 1,178,956 | $ 1,178,956 | |||
Public Information Failure Damages | 3,936,645 | 2,925,099 | 2,925,099 | 1,950,699 | 1,870,899 | |||
Accrued interest | 1,016,113 | 615,483 | 615,483 | 614,630 | 597,743 | |||
Liquidated damages payable | 8,080,514 | 5,689,738 | 5,689,738 | 3,744,285 | 3,647,598 | |||
12% Convertible Debentures [Member] | ||||||||
Registration Rights damages | ||||||||
Public Information Failure Damages | 893,190 | 790,944 | 790,944 | 786,744 | 706,944 | |||
Accrued interest | 132,888 | 134,466 | 134,466 | 133,613 | 116,726 | |||
Liquidated damages payable | 1,026,078 | 823,670 | ||||||
MDB Common Stock to Be Issued [Member] | ||||||||
Registration Rights damages | 15,001 | [1] | 15,001 | 15,001 | 15,001 | 15,001 | [1] | |
Public Information Failure Damages | ||||||||
Accrued interest | ||||||||
Liquidated damages payable | [1] | 15,001 | 15,001 | |||||
Series H Preferred Stock [Member] | ||||||||
Registration Rights damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | |||
Public Information Failure Damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | |||
Accrued interest | 481,017 | 481,017 | 481,017 | 481,017 | 481,017 | |||
Liquidated damages payable | 2,808,927 | 2,808,927 | ||||||
Series I Preferred Stock [Member] | ||||||||
Registration Rights damages | 1,108,800 | 970,200 | 970,200 | |||||
Public Information Failure Damages | 1,039,500 | $ 970,200 | $ 970,200 | |||||
Accrued interest | 262,193 | |||||||
Liquidated damages payable | 2,410,493 | |||||||
Series I Preferred Stock Two [Member] | ||||||||
Registration Rights damages | 840,000 | |||||||
Public Information Failure Damages | 840,000 | |||||||
Accrued interest | 140,015 | |||||||
Liquidated damages payable | $ 1,820,015 | |||||||
[1] | Consists of shares of common stock issuable to MDB Capital Group, LLC ("MDB"). |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash and cash equivalents | $ 1,973,435 | $ 13,149,604 | $ 2,138,593 | $ 13,149,604 | $ 1,973,435 | $ 8,852,281 | $ 2,406,596 | ||||||
Change in valuation of warrant derivative liabilities | (1,015,151) | 964,124 | |||||||||||
Change in valuation of embedded derivative liabilities | (5,621,000) | (1,396,000) | (2,383,000) | $ 459,472 | $ 128,544 | (3,779,000) | $ 128,544 | (9,400,000) | $ 588,016 | (5,040,000) | (2,971,694) | ||
Warrant derivative liabilities | $ 1,836,894 | $ 1,906,005 | $ 1,739,930 | $ 1,906,005 | $ 1,836,894 | 1,644,200 | 1,364,235 | ||||||
Series G Preferred Stock [Member] | |||||||||||||
Warrant derivative liabilities | 72,563 | 72,563 | |||||||||||
L2 Warrants [Member] | |||||||||||||
Fair value of unearned revenues | 41,101,381 | ||||||||||||
Warrant derivative liabilities | 418,214 | ||||||||||||
Adjustment to additional paid in capital | 735,186 | ||||||||||||
Strome Warrants [Member] | |||||||||||||
Warrant derivative liabilities | 1,036,687 | 587,971 | |||||||||||
B. Riley Warrants [Member] | |||||||||||||
Warrant derivative liabilities | $ 607,513 | $ 358,050 | |||||||||||
Expected Life [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, term | 3 years 9 months | 4 years 5 months 9 days | |||||||||||
Expected Life [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, term | 3 years 5 months 12 days | 4 years 5 months 12 days | |||||||||||
Expected Life [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, term | 5 years 9 months 18 days | 6 years 9 months 18 days | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 1.56% | 2.49% | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 1.62% | 249.00% | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 1.76% | 2.59% | |||||||||||
Volatility Factor [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 130.46% | 124.40% | |||||||||||
Volatility Factor [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 144.56% | 124.22% | |||||||||||
Volatility Factor [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 127.63% | 121.65% | |||||||||||
Dividend Rate [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | |||||||||||
Dividend Rate [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | |||||||||||
Dividend Rate [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | |||||||||||
Market Price [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | $ 0.89 | $ 0.48 | |||||||||||
Market Price [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | 0.80 | 0.48 | |||||||||||
Market Price [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | 0.80 | 0.48 | |||||||||||
Exercise Price [Member] | L2 Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | 0.50 | 0.50 | |||||||||||
Exercise Price [Member] | Strome Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | 4.50 | 0.50 | |||||||||||
Exercise Price [Member] | B. Riley Warrants [Member] | |||||||||||||
Fair value assumptions, measurement input, price per share | $ 1 | $ 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Valuation Activity for the Warrants Accounted for Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Carrying value begining period | $ 1,364,235 | |
Carrying value at end of the period | 1,644,200 | $ 1,364,235 |
L2 Warrants [Member] | ||
Carrying value begining period | 418,214 | |
Issuance of warrants on June 11, 2018 | 312,837 | |
Issuance of warrants on June 15, 2018 | 288,149 | |
Issuance of warrants on October 18, 2018 | ||
Change in valuation of warrant derivative liabilities | 316,972 | |
Exercise of warrants | (735,186) | |
Carrying value at end of the period | 418,214 | |
Strome Warrants [Member] | ||
Carrying value begining period | 587,971 | |
Issuance of warrants on June 11, 2018 | ||
Issuance of warrants on June 15, 2018 | 1,344,648 | |
Issuance of warrants on October 18, 2018 | ||
Change in valuation of warrant derivative liabilities | 448,716 | |
Exercise of warrants | ||
Carrying value at end of the period | 1,036,687 | 587,971 |
B. Riley Warrants [Member] | ||
Carrying value begining period | 358,050 | |
Issuance of warrants on June 11, 2018 | ||
Issuance of warrants on June 15, 2018 | ||
Issuance of warrants on October 18, 2018 | 382,725 | |
Change in valuation of warrant derivative liabilities | 249,463 | |
Exercise of warrants | ||
Carrying value at end of the period | 607,513 | 358,050 |
Warrants [Member] | ||
Carrying value begining period | 1,364,235 | |
Issuance of warrants on June 11, 2018 | 312,837 | |
Issuance of warrants on June 15, 2018 | 1,632,797 | |
Issuance of warrants on October 18, 2018 | 382,725 | |
Change in valuation of warrant derivative liabilities | 1,015,151 | |
Exercise of warrants | (735,186) | |
Carrying value at end of the period | $ 1,644,200 | $ 1,364,235 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Valuation Activity for the Embedded Conversion Feature Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Carrying value begining period | $ 1,906,005 | $ 1,739,930 | $ 1,364,235 | $ 1,364,235 | $ 1,364,235 | $ 1,364,235 | ||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | $ (1,099,165) | $ (1,350,337) | ||||||||||
Change in valuation of embedded derivative liabilities | (5,621,000) | (1,396,000) | (2,383,000) | $ 459,472 | $ 128,544 | (3,779,000) | 128,544 | (9,400,000) | 588,016 | (5,040,000) | (2,971,694) | |
Carrying value at end of the period | $ 1,836,894 | $ 1,906,005 | 1,739,930 | 1,906,005 | 1,836,894 | 1,644,200 | 1,364,235 | |||||
10% Convertible Debentures [Member] | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (885,080) | |||||||||||
10% OID Convertible Debentures [Member] | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (173,056) | |||||||||||
Embedded Conversion Feature Liability [Member] | ||||||||||||
Carrying value begining period | 7,387,000 | 72,563 | 7,387,000 | 72,563 | 7,387,000 | 72,563 | 7,387,000 | 72,563 | ||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | 78,432 | |||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | 552,171 | |||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | 49,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | 4,760,000 | |||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,096,860) | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | 822,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | 188,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | 64,000 | |||||||||||
Change in valuation of embedded derivative liabilities | 5,040,000 | 2,971,694 | ||||||||||
Carrying value at end of the period | 13,501,000 | 7,387,000 | ||||||||||
Embedded Conversion Feature Liability [Member] | 8% Promissory Notes [Member] | ||||||||||||
Carrying value begining period | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | 78,432 | |||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | 81,169 | |||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (29,860) | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | ||||||||||||
Change in valuation of embedded derivative liabilities | (129,741) | |||||||||||
Carrying value at end of the period | ||||||||||||
Embedded Conversion Feature Liability [Member] | 10% Convertible Debentures [Member] | ||||||||||||
Carrying value begining period | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | 471,002 | |||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,042,000) | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | ||||||||||||
Change in valuation of embedded derivative liabilities | 570,998 | |||||||||||
Carrying value at end of the period | ||||||||||||
Embedded Conversion Feature Liability [Member] | 10% OID Convertible Debentures [Member] | ||||||||||||
Carrying value begining period | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | 49,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (25,000) | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | ||||||||||||
Change in valuation of embedded derivative liabilities | (24,000) | |||||||||||
Carrying value at end of the period | ||||||||||||
Embedded Conversion Feature Liability [Member] | 12% Convertible Debentures [Member] | ||||||||||||
Carrying value begining period | 7,387,000 | 7,387,000 | 7,387,000 | 7,387,000 | ||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | 4,760,000 | |||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | 822,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | 188,000 | |||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | 64,000 | |||||||||||
Change in valuation of embedded derivative liabilities | 5,040,000 | 2,627,000 | ||||||||||
Carrying value at end of the period | 13,501,000 | 7,387,000 | ||||||||||
Embedded Conversion Feature Liability [Member] | Series G Preferred Stock [Member] | ||||||||||||
Carrying value begining period | $ 72,563 | $ 72,563 | $ 72,563 | 72,563 | ||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018 | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 18, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on March 27, 2018 | ||||||||||||
Recognition of embedded derivative liabilities (conversion feature, buy-in feature and default remedy feature) on April 8, 2018 | ||||||||||||
Change in valuation of embedded derivative liabilities | (72,563) | |||||||||||
Carrying value at end of the period |
Officer Promissory Notes (Detai
Officer Promissory Notes (Details Narrative) - Promissory Note [Member] - Chief Executive Officer [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable outstanding | $ 319,351 | $ 680,399 |
Accrued interest payable | $ 5,794 | $ 12,574 |
Minimum [Member] | ||
Federal rate, percentage | 2.18% | |
Maximum [Member] | ||
Federal rate, percentage | 2.38% |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) | Apr. 08, 2019USD ($)shares | Mar. 27, 2019USD ($)shares | Mar. 18, 2019USD ($)shares | Dec. 12, 2018USD ($)$ / sharesshares | Oct. 18, 2018USD ($)$ / shares | Sep. 06, 2018USD ($) | Aug. 10, 2018USD ($)shares | Jun. 15, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($)Tradingdays$ / sharesshares | Jun. 06, 2018USD ($) | Nov. 30, 2001shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Oct. 07, 2019$ / shares | Aug. 03, 2019$ / shares | Dec. 20, 2017$ / shares |
Conversion price | $ / shares | $ 0.33 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.20 | $ 0.50 | |||||||||||||||||||||||||
Derivative liability | $ 1,344,648 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (1,099,165) | $ (1,350,337) | |||||||||||||||||||||||||
Change in fair value of derivative liability | $ (666,075) | $ (166,075) | (375,695) | $ (324,485) | (541,770) | (1,207,845) | (324,485) | (1,015,151) | 964,124 | ||||||||||||||||||
Loan borrowed amount | $ 6,819,242 | $ 96,350 | 98,229 | 96,350 | 6,819,242 | 32,163,087 | 396,407 | ||||||||||||||||||||
Amortization of debt discount | $ 686,044 | $ 1,580,796 | $ 86,121 | $ 3,060,772 | $ 373,663 | $ 4,545,675 | $ 601,840 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Conversion of convertible shares | shares | 1,632 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.65 | ||||||||||||||||||||||||||
Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.70 | ||||||||||||||||||||||||||
Holder [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt, description | To each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full. | ||||||||||||||||||||||||||
10% OID Convertible Debenture [Member] | |||||||||||||||||||||||||||
Conversion description | On December 12, 2018, there was a roll-over of the 10% OID Convertible Debentures into the 12% Convertible Debentures (as further described below) resulting in a loss on extinguishment of debt upon the roll-over which is presented in interest expense on the consolidated statements of operations. | ||||||||||||||||||||||||||
Derivative liability | $ 49,000 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 25,000 | ||||||||||||||||||||||||||
Change in fair value of derivative liability | 24,000 | ||||||||||||||||||||||||||
Debt issuance costs | 40,000 | ||||||||||||||||||||||||||
8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Derivative liability | 760,587 | ||||||||||||||||||||||||||
Warrants derivative liability | 600,986 | ||||||||||||||||||||||||||
Embedded conversion feature derivative liability | 159,601 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 29,860 | ||||||||||||||||||||||||||
Change in fair value of derivative liability | 129,741 | ||||||||||||||||||||||||||
Loan borrowed amount | $ 1,015,000 | ||||||||||||||||||||||||||
Repayments of debt obligation | $ 1,372,320 | ||||||||||||||||||||||||||
8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Derivative liability | 15,000 | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 4,775,000 | ||||||||||||||||||||||||||
Conversion of convertible shares | shares | 5,730 | ||||||||||||||||||||||||||
Derivative liability | 471,002 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 1,042,000 | ||||||||||||||||||||||||||
Change in fair value of derivative liability | $ 570,998 | ||||||||||||||||||||||||||
Value of convertible shares | $ 955,000 | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt, description | The 10% Convertible Debentures were convertible into an aggregate of 3,698,110 shares of the Company's common stock-based on a conversion price of $1.2912 per share. The 10% Convertible Debentures were interest bearing at the rate of 10% per annum, that was payable in cash semi-annually on December 31 and June 30, beginning on December 31, 2018. Upon the occurrence of certain events, the holders of the 10% Convertible Debentures were also entitled to receive an additional payment, if necessary, to provide the holders with a 20% annual internal rate of return on their investment. The Company had the option, under certain circumstances, to redeem some or all of the outstanding principal amount for an amount equal to the principal amount (plus accrued but unpaid interest thereon) or the option to cause the holders to convert their debt at a certain conversion price, otherwise, the Company was not permitted to prepay any portion of the principal amount without the prior written consent of the debt holders. | ||||||||||||||||||||||||||
Liquidated damage, percentage | 6.00% | ||||||||||||||||||||||||||
Purchase agreement, description | The securities purchase agreement also included a provision that required the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company failed for any reason to satisfy the current public information requirement, then the Company would have been obligated to pay to each holder a cash payment equal to 1.0% of the amount invested as partial Liquidated Damages, up to a maximum of six months. Such payments were subject to interest at the rate of 1.0% per month until paid in full. The 10% Convertible Debentures was rolled over into Series H Preferred Stock before the due date for the commencement of the Liquidated Damages. | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | Security Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1.2912 | ||||||||||||||||||||||||||
Conversion of convertible shares | shares | 3,698,110 | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | Investors [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt, description | The Company had committed to file the registration statement by no later than 45 days after June 15, 2018 and to cause the registration statement to become effective by no later than 120 days after June 15, 2018 (or, in the event of a full review by the staff of the SEC, 150 days following June 15, 2018). The registration rights agreement provided for Liquidated Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested by such holders. Liquidated Damages were waived as part of the roll-over of the 10% Convertible Debentures into Series H Preferred Stock. | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | Four Accredited Investors [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 4,775,000 | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | Two Executives [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Principal amount of debt | 1,025,000 | ||||||||||||||||||||||||||
10% Senior Secured Convertible Debenture [Member] | |||||||||||||||||||||||||||
Debt, description | On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which the Company issued to the investors 10% original issue discount senior secured convertible debentures (the "10% OID Convertible Debentures") in the aggregate principal amount of $3,500,000, which, after taking into account the 5% original issue discount, and legal fees and expenses of the investors, resulted in the Company receiving net proceeds of $3,285,000. The Company issued warrants to the investors to purchase up to 875,000 shares of the Company's common stock in connection with this securities purchase agreement. The debt proceeds were bifurcated between the debt and warrants, with the warrants accounted for as a derivative liability (see Note 20). The 10% OID Convertible Debentures were due and payable on October 31, 2019. Interest accrued on the 10% OID Convertible Debentures at the rate of 10% per annum, payable on the earlier of conversion, redemption, or October 31, 2019. | ||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1 | ||||||||||||||||||||||||||
Principal amount of debt | $ 3,500,000 | ||||||||||||||||||||||||||
Net proceeds received | 3,285,000 | ||||||||||||||||||||||||||
Warrant to purchase common stock | shares | 875,000 | ||||||||||||||||||||||||||
L2 Capital LLC [Member] | 8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Trading days | Tradingdays | 10 | ||||||||||||||||||||||||||
Warrant, description | The L2 Warrants included a reset provision, which provided that the number of shares issuable under the L2 Warrants would increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company's common stock on the trading day immediately prior to the funding date of the respective tranche (see Note 20). | ||||||||||||||||||||||||||
L2 Capital LLC [Member] | 8% Promissory Notes [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 1,681,668 | ||||||||||||||||||||||||||
Net proceeds received | $ 1,500,000 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | |||||||||||||||||||||||||||
Debt, description | The Company issued various financings under the 12% senior secured subordinated convertible debentures during 2018 and 2019 which are due and payable on December 31, 2020 (collectively the "12% Convertible Debentures"). Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. | ||||||||||||||||||||||||||
Conversion description | The outstanding principal amounts of the 12% Convertible Debentures are convertible into shares of common stock, at the option of the holder at any time prior to December 31, 2020, at a per-share conversion price of either $0.33, in the case of the 12% Convertible Debentures issued in 2018, or $0.40, in the case of the 12% Convertible Debentures issued in 2019, subject to adjustment for stock splits, stock dividends and similar transactions, and beneficial ownership blocker provisions. | ||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||
Conversion price | $ / shares | $ 0.33 | $ 0.40 | $ 0.33 | ||||||||||||||||||||||||
Principal amount of debt | $ 13,091,528 | ||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||
Placement fee payable in cash | $ 540,000 | ||||||||||||||||||||||||||
Net proceeds received | $ 8,950,000 | ||||||||||||||||||||||||||
Conversion of convertible shares | shares | 39,671,297 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt, description | As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures (further details are provided under the heading 12% Convertible Debentures in Note 28). | ||||||||||||||||||||||||||
Principal amount of debt | $ 18,104,949 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | Two Accredited Investors [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 100,000 | $ 318,000 | $ 1,696,000 | ||||||||||||||||||||||||
Net proceeds received | $ 100,000 | $ 300,000 | $ 1,600,000 | ||||||||||||||||||||||||
Conversion of convertible shares | shares | 250,000 | 795,000 | 4,240,000 | ||||||||||||||||||||||||
Legal expenses | $ 10,000 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | B. Riley [Member] | |||||||||||||||||||||||||||
Placement fee payable in cash | $ 18,000 | $ 96,000 | |||||||||||||||||||||||||
10% OID Convertible Debentures [Member] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (173,056) | ||||||||||||||||||||||||||
Amortization of debt discount | 68,637 | ||||||||||||||||||||||||||
10% OID Convertible Debentures [Member] | Investors [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 3,551,528 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | |||||||||||||||||||||||||||
Conversion description | As long as any portion of the 12% Convertible Debentures remain outstanding, unless investors holding at least 51% in principal amount of the then-outstanding 12% Convertible Debentures otherwise agree, the Company cannot, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness. | ||||||||||||||||||||||||||
Ownership percentage | 4.99% | ||||||||||||||||||||||||||
Voting percentage | 50.00% | ||||||||||||||||||||||||||
Voting transaction description | (a) an acquisition in excess of 50% of the voting securities of the Company; (b) the Company merges into or consolidates whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (c) the Company sells or transfers all or substantially all of its assets to whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (d) a replacement at one time or within a three year period of more than one-half of the Board, which is not approved by a majority of those individuals who are members of the Board on the original issue date, subject to certain conditions; or (e) the execution by the Company of an agreement for any of the events set forth in clauses (a) through (d) above. | ||||||||||||||||||||||||||
Transaction description | (a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation; (b) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions; (c) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which the Company common stock holders are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the Company's outstanding common stock; (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Company's common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination whereby such transaction results in an acquisition of more than 50% of the outstanding shares of the Company's common stock, subject to certain other conditions. Further, if a Fundamental Transaction occurs, the holders have the right to their conversion shares as if the beneficial ownership limitation or the issuance limitation was not in place, subject to certain terms as additional consideration. | ||||||||||||||||||||||||||
Loss on extinguishment of debt | |||||||||||||||||||||||||||
Amortization of debt discount | $ 153,442 | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | Holder [Member] | |||||||||||||||||||||||||||
Conversion of convertible shares | shares | 566,398 | ||||||||||||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||||||||||||
12% Convertible Debentures [Member] | Investors [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Debt, description | The Company committed to file the registration statement the later of (i) the 30th calendar day following the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, and (ii) the 30th calendar day after all the common stock issuable on the conversion of the Series H Preferred Stock have been registered pursuant to a registration statement under a certain registration rights agreement, dated as of August 9, 2018. The registration rights agreements provide for Registration Rights Damages (presented as liquidated damages payable on the consolidated balance sheets) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. | ||||||||||||||||||||||||||
Tranche [Member] | 8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||
Tranche [Member] | 8% Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Debt, description | The 8% Promissory Notes required an increasing premium for any prepayment from 20% for the first 90 days to 38% after 181 days, an increased conversion rate to a 40% discount if in default, a default rate of 18% plus a repayment premium of 40%, plus 5% for each additional default, and liquidated damages in addition to the default rates, ranging from 30% to 100% for certain breaches of the 8% Promissory Notes, subject to mandatory prepayment, including the above described premiums, equal to 50% of new funds raised by the Company in excess of $11,600,000 in the private placement of its securities. | ||||||||||||||||||||||||||
New funds raised from private placement | $ 11,600,000 | ||||||||||||||||||||||||||
Tranche 1 [Member] | L2 Capital LLC [Member] | 8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Number of warrants exercisable | shares | 216,120 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.30 | ||||||||||||||||||||||||||
Tranche 1 [Member] | L2 Capital LLC [Member] | 8% Promissory Notes [Member] | Security Purchase Agreement [Member] | |||||||||||||||||||||||||||
Principal amount of debt | $ 570,556 | ||||||||||||||||||||||||||
Legal expenses | 15,000 | ||||||||||||||||||||||||||
Accretion of original issue discount | $ 70,556 | ||||||||||||||||||||||||||
Tranche 2 [Member] | L2 Capital LLC [Member] | 8% Promissory Notes [Member] | |||||||||||||||||||||||||||
Principal amount of debt | 555,556 | ||||||||||||||||||||||||||
Net proceeds received | 500,000 | ||||||||||||||||||||||||||
Accretion of original issue discount | $ 55,556 | ||||||||||||||||||||||||||
Number of warrants exercisable | shares | 210,438 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.20 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of 12% Convertible Debentures (Details) - USD ($) | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 12, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Add: accrued interest | $ 1,016,113 | $ 615,483 | $ 615,483 | $ 614,630 | $ 597,743 | ||||
Less current portion | (741,197) | ||||||||
Carry value at December 31, 2019, net of current portion | 12,497,765 | $ 11,865,866 | $ 10,492,770 | $ 9,160,861 | $ 7,270,939 | ||||
Convertible Debt [Member] | 12% Convertible Debenture [Member] | |||||||||
Principal amount of debt | $ 100,000 | $ 318,000 | $ 1,696,000 | $ 9,540,000 | 11,654,000 | ||||
Less issuance costs | (18,000) | (96,000) | (590,000) | (704,000) | |||||
Net cash proceeds received | 100,000 | 300,000 | 1,600,000 | 8,950,000 | 10,950,000 | ||||
Principal amount of debt (excluding original issue discount) | 100,000 | 318,000 | 1,696,000 | 9,540,000 | 11,654,000 | ||||
Add conversion of debt from 10% OID Convertible Debentures | 3,551,528 | 3,551,528 | |||||||
Add: accrued interest | 8,933 | 29,754 | 164,083 | 1,711,273 | 1,914,043 | ||||
Principal amount of debt including accrued interest | 108,933 | 347,754 | 1,860,083 | 14,802,801 | 17,119,571 | ||||
Debt discount: Allocated embedded derivative liabilities | (64,000) | (188,000) | (822,000) | (4,760,000) | (5,834,000) | ||||
Debt discount: Liquidated Damages recognized upon issuance | (4,200) | (12,600) | (67,200) | (706,944) | (790,944) | ||||
Debt discount: Issuance costs | (18,000) | (106,000) | (590,000) | (714,000) | |||||
Subtotal debt discount | (68,200) | (218,600) | (995,200) | (6,056,944) | (7,338,944) | ||||
Less amortization of debt discount | 27,200 | 89,422 | 414,465 | 2,927,248 | 3,458,335 | ||||
Unamortized debt discount | (41,000) | (129,178) | (580,735) | (3,129,696) | (3,880,609) | ||||
Carrying value at December 31, 2019 | 67,933 | 218,576 | 1,279,348 | 11,673,105 | 13,238,962 | ||||
Less current portion | (206,204) | (534,993) | (741,197) | ||||||
Carry value at December 31, 2019, net of current portion | $ 67,933 | $ 12,372 | $ 1,279,348 | $ 11,138,112 | $ 12,497,765 |
Convertible Debt - Schedule o_2
Convertible Debt - Schedule of 12% Convertible Debentures (Details) (Parenthetical) - OID Convertible Debentures [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt conversion percentage | 10.00% | |
Convertible Debt [Member] | ||
Debt conversion percentage | 10.00% |
Convertible Debt - Schedule o_3
Convertible Debt - Schedule of Convertible Debt and Related Debt Components (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Add accrued interest | $ 614,630 | $ 615,483 | $ 615,483 | $ 1,016,113 | $ 597,743 | |||
Accretion of original issue discount | 69,596 | |||||||
Loss on extinguishment of debt | $ (1,099,165) | (1,350,337) | ||||||
8% Promissory Notes [Member] | ||||||||
Accretion of original issue discount | 44,133 | |||||||
Loss on extinguishment of debt | (292,201) | |||||||
10% Convertible Debentures [Member] | ||||||||
Accretion of original issue discount | ||||||||
Loss on extinguishment of debt | (885,080) | |||||||
10% OID Convertible Debentures [Member] | ||||||||
Accretion of original issue discount | 25,463 | |||||||
Loss on extinguishment of debt | (173,056) | |||||||
Convertible Debt and Debt Components [Member] | ||||||||
Principal amount of debt | 18,941,112 | |||||||
Less original issue discount | (286,112) | |||||||
Less issuance costs | (645,000) | |||||||
Net cash proceeds received | 18,010,000 | |||||||
Principal amount of debt (excluding original issue discount) | 18,655,000 | |||||||
Add conversion of debt from 10% OID Convertible Debentures | 3,551,528 | |||||||
Add accrued interest | 201,828 | |||||||
Principal amount of debt including accrued interest | 22,408,356 | |||||||
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants | (382,725) | |||||||
Debt discount: Allocated warrant derivative liabilities for L2 Warrants | (600,986) | |||||||
Debt discount: Allocated embedded derivative liabilities | (5,439,603) | |||||||
Debt discount: Liquidated Damages recognized upon issuance | (706,944) | |||||||
Debt discount: Issuance costs | (645,000) | |||||||
Subtotal debt discount | (7,775,258) | |||||||
Less amortization of debt discount | 601,840 | |||||||
Less write off unamortized debt discount upon extinguishment of debt | 1,269,916 | |||||||
Unamortized debt discount | (5,903,502) | |||||||
Accretion of original issue discount | 69,596 | |||||||
Loss on extinguishment of debt | 1,350,337 | |||||||
Conversion of debt to 12% Convertible Debentures | (3,551,528) | |||||||
Conversion of debt to Series H Preferred Stock | (5,730,000) | |||||||
Repayment of convertible debt | (1,372,320) | |||||||
Total debt components | (9,233,915) | |||||||
Carrying value at December 31, 2018 | 7,270,939 | |||||||
Convertible Debt and Debt Components [Member] | 8% Promissory Notes [Member] | ||||||||
Principal amount of debt | 1,126,112 | |||||||
Less original issue discount | (111,112) | |||||||
Less issuance costs | (15,000) | |||||||
Net cash proceeds received | 1,000,000 | |||||||
Principal amount of debt (excluding original issue discount) | 1,015,000 | |||||||
Add conversion of debt from 10% OID Convertible Debentures | ||||||||
Add accrued interest | 20,986 | |||||||
Principal amount of debt including accrued interest | 1,035,986 | |||||||
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants | ||||||||
Debt discount: Allocated warrant derivative liabilities for L2 Warrants | (600,986) | |||||||
Debt discount: Allocated embedded derivative liabilities | (159,601) | |||||||
Debt discount: Liquidated Damages recognized upon issuance | ||||||||
Debt discount: Issuance costs | (15,000) | |||||||
Subtotal debt discount | (775,587) | |||||||
Less amortization of debt discount | 315,309 | |||||||
Less write off unamortized debt discount upon extinguishment of debt | 460,278 | |||||||
Unamortized debt discount | ||||||||
Accretion of original issue discount | 44,133 | |||||||
Loss on extinguishment of debt | 292,201 | |||||||
Conversion of debt to 12% Convertible Debentures | ||||||||
Conversion of debt to Series H Preferred Stock | ||||||||
Repayment of convertible debt | (1,372,320) | |||||||
Total debt components | (1,035,986) | |||||||
Carrying value at December 31, 2018 | ||||||||
Convertible Debt and Debt Components [Member] | 10% Convertible Debentures [Member] | ||||||||
Principal amount of debt | 4,775,000 | |||||||
Less original issue discount | ||||||||
Less issuance costs | ||||||||
Net cash proceeds received | 4,775,000 | |||||||
Principal amount of debt (excluding original issue discount) | 4,775,000 | |||||||
Add conversion of debt from 10% OID Convertible Debentures | ||||||||
Add accrued interest | 69,920 | |||||||
Principal amount of debt including accrued interest | 4,844,920 | |||||||
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants | ||||||||
Debt discount: Allocated warrant derivative liabilities for L2 Warrants | ||||||||
Debt discount: Allocated embedded derivative liabilities | (471,002) | |||||||
Debt discount: Liquidated Damages recognized upon issuance | ||||||||
Debt discount: Issuance costs | ||||||||
Subtotal debt discount | (471,002) | |||||||
Less amortization of debt discount | 64,452 | |||||||
Less write off unamortized debt discount upon extinguishment of debt | 406,550 | |||||||
Unamortized debt discount | ||||||||
Accretion of original issue discount | ||||||||
Loss on extinguishment of debt | 885,080 | |||||||
Conversion of debt to 12% Convertible Debentures | ||||||||
Conversion of debt to Series H Preferred Stock | (5,730,000) | |||||||
Repayment of convertible debt | ||||||||
Total debt components | (4,844,920) | |||||||
Carrying value at December 31, 2018 | ||||||||
Convertible Debt and Debt Components [Member] | 10% OID Convertible Debentures [Member] | ||||||||
Principal amount of debt | 3,500,000 | |||||||
Less original issue discount | (175,000) | |||||||
Less issuance costs | (40,000) | |||||||
Net cash proceeds received | 3,285,000 | |||||||
Principal amount of debt (excluding original issue discount) | 3,325,000 | |||||||
Add conversion of debt from 10% OID Convertible Debentures | ||||||||
Add accrued interest | 28,009 | |||||||
Principal amount of debt including accrued interest | 3,353,009 | |||||||
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants | (382,725) | |||||||
Debt discount: Allocated warrant derivative liabilities for L2 Warrants | ||||||||
Debt discount: Allocated embedded derivative liabilities | (49,000) | |||||||
Debt discount: Liquidated Damages recognized upon issuance | ||||||||
Debt discount: Issuance costs | (40,000) | |||||||
Subtotal debt discount | (471,725) | |||||||
Less amortization of debt discount | 68,637 | |||||||
Less write off unamortized debt discount upon extinguishment of debt | 403,088 | |||||||
Unamortized debt discount | ||||||||
Accretion of original issue discount | 25,463 | |||||||
Loss on extinguishment of debt | 173,056 | |||||||
Conversion of debt to 12% Convertible Debentures | (3,551,528) | |||||||
Conversion of debt to Series H Preferred Stock | ||||||||
Repayment of convertible debt | ||||||||
Total debt components | (3,353,009) | |||||||
Carrying value at December 31, 2018 | ||||||||
Convertible Debt and Debt Components [Member] | 12% Convertible Debenture [Member] | ||||||||
Principal amount of debt | 9,540,000 | |||||||
Less original issue discount | ||||||||
Less issuance costs | (590,000) | |||||||
Net cash proceeds received | 8,950,000 | |||||||
Principal amount of debt (excluding original issue discount) | 9,540,000 | |||||||
Add conversion of debt from 10% OID Convertible Debentures | 3,551,528 | |||||||
Add accrued interest | 82,913 | |||||||
Principal amount of debt including accrued interest | 13,174,441 | |||||||
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants | ||||||||
Debt discount: Allocated warrant derivative liabilities for L2 Warrants | ||||||||
Debt discount: Allocated embedded derivative liabilities | (4,760,000) | |||||||
Debt discount: Liquidated Damages recognized upon issuance | (706,944) | |||||||
Debt discount: Issuance costs | (590,000) | |||||||
Subtotal debt discount | (6,056,944) | |||||||
Less amortization of debt discount | 153,442 | |||||||
Less write off unamortized debt discount upon extinguishment of debt | ||||||||
Unamortized debt discount | (5,903,502) | |||||||
Accretion of original issue discount | ||||||||
Loss on extinguishment of debt | ||||||||
Conversion of debt to 12% Convertible Debentures | ||||||||
Conversion of debt to Series H Preferred Stock | ||||||||
Repayment of convertible debt | ||||||||
Total debt components | ||||||||
Carrying value at December 31, 2018 | $ 7,270,939 |
Convertible Debt - Schedule o_4
Convertible Debt - Schedule of Convertible Debt and Related Debt Components (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2018 | |
OID Convertible Debentures [Member] | |
Debt conversion percentage | 10.00% |
Convertible Debentures [Member] | |
Debt conversion percentage | 12.00% |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Aug. 27, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Long-term debt | $ 31,179,211 | $ 252,500 | $ 252,500 | $ 252,500 | $ 252,500 | |||
12% Senior Secured Note [Member] | ||||||||
Debt maturity date | Jul. 31, 2019 | |||||||
Principal amount of debt | $ 20,000,000 | |||||||
Proceeds from issuance of debt | 18,865,000 | |||||||
Escrow deposit | 16,500,000 | |||||||
Note payable | 2,365,000 | |||||||
12% Senior Secured Note [Member] | ABG-SI LLC [Member] | ||||||||
Note payable | $ 600,000 | |||||||
12% Senior Secured Note [Member] | Amended and Restated Note Purchase Agreement [Member] | ||||||||
Debt maturity date | Jun. 14, 2022 | |||||||
Principal amount of debt | $ 68,000,000 | 20,000,000 | ||||||
Proceeds from issuance of debt | 48,000,000 | |||||||
12% Senior Secured Note [Member] | Investor [Member] | ||||||||
Long-term debt | 135,000 | |||||||
12% Senior Secured Note [Member] | B. Riley [Member] | ||||||||
Placement fee payable in cash | 1,000,000 | |||||||
12% Senior Secured Note [Member] | B. Riley [Member] | Amended and Restated Note Purchase Agreement [Member] | ||||||||
Placement fee payable in cash | 2,400,000 | |||||||
Success fee | 3,400,000 | |||||||
12% Senior Secured Note [Member] | Investor [Member] | ||||||||
Proceeds from issuance of debt | 45,600,000 | |||||||
Repayments of debt | 45,000,000 | |||||||
Legal fees | 50,000 | |||||||
12% Amended Senior Secured Notes [Member] | ||||||||
Principal amount of debt | $ 3,000,000 | $ 48,000,000 | $ 20,000,000 | $ 71,000,000 | ||||
Proceeds from issuance of debt | 3,000,000 | |||||||
Legal fees | 17,382 | |||||||
Payments to creditors | 150,000 | |||||||
Net proceeds from issuance of debt | $ 2,850,000 |
Long-term Debt - Components of
Long-term Debt - Components of the 12% Amended Senior Secured Notes and Carrying Values (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 27, 2019 | Jun. 30, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued interest | $ 1,016,113 | $ 615,483 | $ 615,483 | $ 614,630 | $ 597,743 | |||
12% Amended Senior Secured Notes [Member] | ||||||||
Principal amount of debt received | 71,000,000 | $ 3,000,000 | $ 48,000,000 | $ 20,000,000 | ||||
Accrued interest | 1,082,642 | |||||||
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | (4,853,933) | |||||||
Less principal payments paid in cash | (17,307,364) | |||||||
Principal amount of debt outstanding including accrued interest | 49,921,345 | |||||||
Subtotal debt discount | (7,152,382) | |||||||
Less amortization of debt discount | 1,240,782 | |||||||
Unamortized debt discount | (5,911,600) | |||||||
Carrying value at December 31, 2019 | 44,009,745 | |||||||
12% Amended Senior Secured Notes [Member] | Placement fee to B. Riley FBR [Member] | ||||||||
Subtotal debt discount | (3,550,000) | |||||||
12% Amended Senior Secured Notes [Member] | Success Based fee to B. Riley FBR [Member] | ||||||||
Subtotal debt discount | (3,400,000) | |||||||
12% Amended Senior Secured Notes [Member] | Legal and Other Costs [Member] | ||||||||
Subtotal debt discount | $ (202,382) |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accretion of original issue discount | $ 69,596 | |||||||||||
Amortization of debt discount | $ 686,044 | $ 1,580,796 | $ 86,121 | $ 3,060,772 | $ 373,663 | $ 4,545,675 | 601,840 | |||||
Loss on extinguishment of debt | 1,099,165 | 1,350,337 | ||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,096,860) | |||||||||||
Write off unamortized debt discount upon extinguishment of debt | 1,269,916 | |||||||||||
Accrued interest | 3,065,633 | 180,842 | ||||||||||
Cash paid interest | 2,352,887 | |||||||||||
Other interest | 209,978 | 731,126 | 449 | 1,383,644 | 23,575 | 2,852,262 | 39,373 | |||||
Interest expenses, gross | $ 3,641,241 | $ 1,713,172 | 1,089,722 | 9,964,195 | 2,396,657 | |||||||
Accrued interest on Officer Promissory Notes | 1,658 | 1,736 | 2,491 | 6,777 | 12,574 | |||||||
Cash paid for other interest | 58,411 | 161,146 | 208,995 | 499,375 | 99,643 | |||||||
Total | 3,701,310 | 1,876,054 | 1,301,208 | $ 1,428,463 | $ 123,543 | $ 3,177,262 | $ 123,543 | $ 6,878,572 | $ 1,552,006 | 10,463,570 | 2,508,874 | |
8% Promissory Notes [Member] | ||||||||||||
Accretion of original issue discount | 44,133 | |||||||||||
Amortization of debt discount | 315,309 | |||||||||||
Loss on extinguishment of debt | 292,201 | |||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (29,860) | |||||||||||
Write off unamortized debt discount upon extinguishment of debt | 460,278 | |||||||||||
Accrued interest | ||||||||||||
Other interest | 20,986 | |||||||||||
Interest expenses, gross | 1,103,047 | |||||||||||
10% Convertible Debentures [Member] | ||||||||||||
Accretion of original issue discount | ||||||||||||
Amortization of debt discount | 64,452 | |||||||||||
Loss on extinguishment of debt | 885,080 | |||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,042,000) | |||||||||||
Write off unamortized debt discount upon extinguishment of debt | 406,550 | |||||||||||
Accrued interest | 69,920 | |||||||||||
Other interest | ||||||||||||
Interest expenses, gross | 384,002 | |||||||||||
10% OID Convertible Debentures [Member] | ||||||||||||
Accretion of original issue discount | 25,463 | |||||||||||
Amortization of debt discount | 68,637 | |||||||||||
Loss on extinguishment of debt | 173,056 | |||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (25,000) | |||||||||||
Write off unamortized debt discount upon extinguishment of debt | 403,088 | |||||||||||
Accrued interest | 28,009 | |||||||||||
Other interest | ||||||||||||
Interest expenses, gross | 673,253 | |||||||||||
12% Convertible Debentures [Member] | ||||||||||||
Accretion of original issue discount | ||||||||||||
Amortization of debt discount | 153,442 | |||||||||||
Loss on extinguishment of debt | ||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | ||||||||||||
Write off unamortized debt discount upon extinguishment of debt | ||||||||||||
Accrued interest | 82,913 | |||||||||||
Other interest | ||||||||||||
Interest expenses, gross | 236,355 | |||||||||||
12% Convertible Debenture [Member] | ||||||||||||
Amortization of debt discount | 3,304,893 | |||||||||||
Accrued interest | 1,831,130 | |||||||||||
Cash paid interest | ||||||||||||
Total | 5,136,023 | |||||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||||
Amortization of debt discount | 591,398 | 53,063 | 1,240,782 | |||||||||
Accrued interest | $ 1,676,747 | $ 360,000 | 1,228,709 | |||||||||
Cash paid interest | 2,351,404 | |||||||||||
Total | 4,821,395 | |||||||||||
Officer Promissory Notes [Member] | ||||||||||||
Amortization of debt discount | ||||||||||||
Accrued interest | 5,794 | |||||||||||
Cash paid interest | 983 | |||||||||||
Total | $ 6,777 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Oct. 07, 2019 | Aug. 10, 2019 | Jun. 28, 2019 | Aug. 10, 2018 | Jun. 15, 2018 | Nov. 30, 2001 | May 30, 2000 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 04, 2019 | Jun. 27, 2019 | Jun. 10, 2019 |
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||||
Conversion price | 0.33 | |||||||||||||||||
Cash fee paid | $ 575,000 | |||||||||||||||||
Common stock trading price | $ 0.86 | |||||||||||||||||
Beneficial conversion feature | $ 18,045,496 | |||||||||||||||||
Partially repayments of notes | $ 1,351,334 | $ 1,372,320 | ||||||||||||||||
12% Senior Secured Note [Member] | ||||||||||||||||||
Principal amount of debt | $ 20,000,000 | |||||||||||||||||
Partially repayments of notes | $ 5,000,000 | $ 18,300,000 | ||||||||||||||||
Payment of deferred fees | $ 3,400,000 | |||||||||||||||||
Previously Paid Retainer [Member] | ||||||||||||||||||
Cash fee paid | $ 75,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||
Liquidated damages, description | The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, payable within 7 days of such event, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full. | |||||||||||||||||
Maximum liquidated damages percentage | 6.00% | |||||||||||||||||
Agreement description | If the Company fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Number of shares converted | 1,632 | |||||||||||||||||
B. Riley [Member] | ||||||||||||||||||
Cash fee paid | $ 525,240 | $ 1,386,000 | ||||||||||||||||
Reimbursement of legal fee | $ 43,043 | $ 73,858 | ||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, designated shares | 2,000 | |||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, designated shares | 1,800 | |||||||||||||||||
Shares outstanding | 168.496 | |||||||||||||||||
Sale of stock | 1,800 | |||||||||||||||||
Maturity date, description | Expired on November 29, 2003 | |||||||||||||||||
Preferred stock, liquidation value | $ 1,000 | $ 1,000 | ||||||||||||||||
Conversion of stock, description | The Series G Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock, at the option of the holder, subject to certain limitations. The Series G Preferred Stock was initially convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock over the five trading days preceding the date of the conversion, subject to a maximum conversion price of $16.30, adjusted for a 1-for-10 reverse stock split effective July 26, 2007 | |||||||||||||||||
Reverse stock split | 1-for-10 | |||||||||||||||||
Series G Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Conversion price | $ 16.30 | |||||||||||||||||
Series G Preferred Stock [Member] | Four Investors [Member] | ||||||||||||||||||
Number of warrants to purchase shares of common stock | 63,000 | |||||||||||||||||
Series G Preferred Stock [Member] | Original Investor [Member] | ||||||||||||||||||
Shares outstanding | 168.496 | |||||||||||||||||
Preferred stock, liquidation aggregate amount | $ 168,496 | |||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, designated shares | 23,000 | |||||||||||||||||
Shares outstanding | 19,400 | |||||||||||||||||
Preferred stock, liquidation value | $ 1,000 | |||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||
Number of shares converted | 58,787,879 | |||||||||||||||||
Preferred stock, shares issued | 5,730 | 19,400 | ||||||||||||||||
Number of shares converted, value | $ 19,399,250 | $ 4,775,000 | ||||||||||||||||
Prepayment obligations | 955,000 | |||||||||||||||||
Principal amount of debt | $ 5,730,000 | |||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||
Number of shares issued during period for services | 5,592 | |||||||||||||||||
Number of shares purchased during period | 1,000,000 | |||||||||||||||||
Stock issuance cost | $ 1,194,546 | |||||||||||||||||
Series H Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Preferred stock, liquidation value | $ 1,000 | |||||||||||||||||
Preferred stock, shares issued | 19,400 | |||||||||||||||||
Series H Preferred Stock [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||
Proceeds from issuance of convetible preferred stock | $ 20,000,000 | |||||||||||||||||
Series H Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Number of shares issued during period for services | 1,200 | |||||||||||||||||
Series H Preferred Stock [Member] | President [Member] | ||||||||||||||||||
Number of shares issued during period for services | 30 | |||||||||||||||||
Series H Preferred Stock [Member] | B. Riley [Member] | ||||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||
Number of shares issued during period for services | 669 | |||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 25,800 | |||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||
Preferred stock, designated shares | 25,800 | |||||||||||||||||
Shares outstanding | 23,100 | |||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||
Number of shares converted | 46,200,000 | |||||||||||||||||
Preferred stock, shares issued | 23,100 | |||||||||||||||||
Stock issuance cost | 1,406,000 | 1,406,000 | $ 1,459,858 | |||||||||||||||
Proceeds from issuance of convetible preferred stock | $ 23,100,000 | $ 15,000,000 | $ 23,100,000 | $ 23,100,000 | ||||||||||||||
Series I Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||
Proceeds from issuance of convetible preferred stock | $ 23,100,000 | |||||||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, shares authorized | 35,000 | |||||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||||||
Preferred stock, designated shares | 35,000 | |||||||||||||||||
Shares outstanding | 20,000 | |||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||
Number of shares converted | 28,571,428 | |||||||||||||||||
Preferred stock, shares issued | 20,000 | |||||||||||||||||
Stock issuance cost | $ 580,004 | |||||||||||||||||
Proceeds from issuance of convetible preferred stock | $ 20,000,000 | $ 15,000,000 | ||||||||||||||||
Working capital and general coporate | $ 14,400,000 |
Preferred Stock - Schedule of C
Preferred Stock - Schedule of Components of Series H Preferred Stock (Details) - USD ($) | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Issuance of Series H Preferred Stock on August 10, 2018. shares | 307,475 | 12,209,677 | ||
Series H Preferred Stock [Member] | ||||
Issuance of Series H Preferred Stock on August 10, 2018 | $ 19,400,000 | |||
Issuance of Series H Preferred Stock on August 10, 2018. shares | 19,400 | |||
Less: shares issued to B. Riley FBR as placement fee | $ (670,000) | |||
Less: shares issued to B. Riley FBR as placement fee, shares | (670) | |||
Less: shares issued for conversion of principal of 10% Convertible Debentures | $ (4,775,000) | |||
Less: shares issued for conversion of principal of 10% Convertible Debentures, shares | (4,775) | |||
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return | $ (955,000) | |||
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return, shares | (955) | |||
Net issuance of Series H Preferred Stock | $ 13,000,000 | |||
Net issuance of Series H Preferred Stock, shares | 13,000 | |||
Payments made to B. Riley FBR from proceeds: Less: placement fee | $ (500,000) | |||
Payments made to B. Riley FBR from proceeds: Less: legal fees and other costs | (25,296) | |||
Total payments made from proceeds | (525,296) | |||
Net cash proceeds from issuance of Series H Preferred Stock | 12,474,704 | |||
Issuance of Series H Preferred Stock | 19,400,000 | |||
Less issuance costs: Shares issued to B. Riley FBR as placement fee | (670,000) | |||
Less issuance costs: Total payments made from proceeds | (525,296) | |||
Less issuance costs: Legal and other costs paid in cash | (159,208) | |||
Total issuance costs | (1,353,754) | |||
Net issuance of Series H Preferred Stock | 18,045,496 | |||
Beneficial conversion feature on Series H Preferred Stock | $ 18,045,496 | |||
Series I Preferred Stock [Member] | ||||
Issuance of Series H Preferred Stock on August 10, 2018 | $ 23,100,000 | |||
Issuance of Series H Preferred Stock on August 10, 2018. shares | 231,000 | |||
Payments made to B. Riley FBR from proceeds: Less: placement fee | $ (1,386,000) | |||
Payments made to B. Riley FBR from proceeds: Less: legal fees and other costs | (73,858) | |||
Total issuance costs | (1,456,858) | |||
Less Liquidated Damages recognized upon issuance | (1,940,400) | |||
Total issuance costs and Liquidated Damages | (3,400,258) | |||
Net issuance of Series H Preferred Stock | 19,699,742 | |||
Series J Convertible Preferred Stock [Member] | ||||
Issuance of Series H Preferred Stock on August 10, 2018 | $ 20,000,000 | |||
Issuance of Series H Preferred Stock on August 10, 2018. shares | 20,000 | |||
Less: shares issued to B. Riley FBR as placement fee | $ (5,000,000) | |||
Less: shares issued to B. Riley FBR as placement fee, shares | (5,000) | |||
Net issuance of Series H Preferred Stock | $ 15,000,000 | |||
Net issuance of Series H Preferred Stock, shares | 15,000 | |||
Payments made to B. Riley FBR from proceeds: Less: placement fee | $ (525,240) | |||
Payments made to B. Riley FBR from proceeds: Less: legal fees and other costs | (54,764) | |||
Total issuance costs | (580,004) | |||
Less Liquidated Damages recognized upon issuance | (1,680,000) | |||
Total issuance costs and Liquidated Damages | (2,260,004) | |||
Net issuance of Series H Preferred Stock | $ 17,739,996 |
Preferred Stock - Schedule of_2
Preferred Stock - Schedule of Components of Series H Preferred Stock (Details) (Parenthetical) - Series H Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Debt conversion percentage | 10.00% |
Annual internal rate of return | 20.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 20, 2019 | Dec. 12, 2019 | Dec. 12, 2019 | Oct. 18, 2019 | Oct. 02, 2019 | Sep. 13, 2019 | Aug. 23, 2019 | Jun. 15, 2019 | Mar. 30, 2019 | Jan. 04, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Jun. 15, 2018 | Jan. 04, 2018 | Oct. 31, 2017 | Aug. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 10, 2019 | Aug. 03, 2019 | Jun. 14, 2019 | Oct. 19, 2018 | Aug. 03, 2018 | Aug. 11, 2017 | Nov. 04, 2016 |
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||||||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Number of shares issued during period, shares | 307,475 | 12,209,677 | ||||||||||||||||||||||||||||||
Proceeds from private placement | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | $ 1,250,000 | ||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.50 | ||||||||||||||||||||||||||||||
Number of warrant exercised under cashless exercise | 539,331 | |||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | 8,187,750 | |||||||||||||||||||||||||||||||
Payment on buy back shares | $ 2,952 | |||||||||||||||||||||||||||||||
Per share on buy back shares | $ 0.0002 | |||||||||||||||||||||||||||||||
Number of shares related to performance | 2,453,362 | |||||||||||||||||||||||||||||||
Recapitalization number of shares transfer to escrow account subject to buy back right | 1,927,641 | 1,927,641 | ||||||||||||||||||||||||||||||
Incremental compensation cost | $ 2,756,527 | |||||||||||||||||||||||||||||||
Stock option expiration date | May 15, 2019 | |||||||||||||||||||||||||||||||
Restricted stock awards not yet recognized | $ 3,927,443 | |||||||||||||||||||||||||||||||
Stock-based compensation | $ 1,319,627 | $ 1,350,892 | $ 3,959,925 | $ 2,191,132 | $ 6,951,074 | $ 3,416,110 | 10,364,787 | $ 4,340,824 | ||||||||||||||||||||||||
Number of shares on performance condition | 4,977,144 | |||||||||||||||||||||||||||||||
Derivative liability | $ 1,344,648 | |||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||||||||||||||
Number of anti-dilutive common stock shares | 241,566,573 | 82,897,244 | ||||||||||||||||||||||||||||||
Warrant exercisable price | $ 0.50 | |||||||||||||||||||||||||||||||
Intrinsic value of exercisable stock option | $ 1,573,000 | $ 1,573,000 | $ 1,573,000 | |||||||||||||||||||||||||||||
Fair market value of stock option | $ 0.48 | |||||||||||||||||||||||||||||||
Hub Pages Inc [Member] | ||||||||||||||||||||||||||||||||
Common stock par value | $ 2.50 | |||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 2,400,000 | 2,399,997 | ||||||||||||||||||||||||||||||
Stock option expiration date | Sep. 23, 2021 | |||||||||||||||||||||||||||||||
Stock option vesting description | The true-up period, in general, is 13 months after the consummation of the HubPages Merger until 90 days following completion of vesting, or July 30, 2021. The restricted stock awards were fair valued upon issuance by an independent appraisal firm. | |||||||||||||||||||||||||||||||
Common Stock to be Issued [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 3,938,287 | |||||||||||||||||||||||||||||||
Incremental compensation cost | ||||||||||||||||||||||||||||||||
MDB Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 507,055 | 1,169,607 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | |||||||||||||||||||||||||||||||
Number of warrant exercised under cashless exercise | 842,117 | |||||||||||||||||||||||||||||||
Warrant outstanding | 327,490 | |||||||||||||||||||||||||||||||
L2 Warrants [Member] | ||||||||||||||||||||||||||||||||
Common stock par value | $ 0.50 | |||||||||||||||||||||||||||||||
Warrant to purchase common stock | 640,405 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||||||||||||||||||
Derivative liability | $ 418,214 | $ 418,214 | ||||||||||||||||||||||||||||||
Strome Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 2,478,359 | 2,478,359 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.80 | |||||||||||||||||||||||||||||||
Number of warrant exercised under cashless exercise | 1,066,963 | |||||||||||||||||||||||||||||||
Derivative liability | $ 587,971 | $ 760,042 | $ 587,971 | |||||||||||||||||||||||||||||
Strome Warrant [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,700,000 | |||||||||||||||||||||||||||||||
Warrant to purchase common stock | 1,500,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.19 | |||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||||||||||||||
Money Stock Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.48 | |||||||||||||||||||||||||||||||
Fair value of warrants | $ 646,000 | |||||||||||||||||||||||||||||||
ABG Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 21,989,844 | |||||||||||||||||||||||||||||||
Warrant expiration term | 10 years | |||||||||||||||||||||||||||||||
Forty-Two Cents Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.42 | |||||||||||||||||||||||||||||||
Eighty-Four Cents Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.84 | |||||||||||||||||||||||||||||||
January 4, 2018 [Member] | ||||||||||||||||||||||||||||||||
Liquidation damages description | The amount of liquidated damages payable to Strom or MDB is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested or the value of the securities registered by the placement agent. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 23) The Company recognized Liquidated Damages for the year ended December 31, 2018, with respect to its registration rights agreement for the common stock issued to MDB in conjunction with the January 4, 2018 private placement | |||||||||||||||||||||||||||||||
March 30, 2018 [Member] | ||||||||||||||||||||||||||||||||
Liquidation damages description | The amount of liquidated damages payable to the investor is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 16). | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | 833,333 | 4,606,503 | ||||||||||||||||||||||||||||||
Cost recognized over a period | $ 420,083 | $ 2,148,811 | ||||||||||||||||||||||||||||||
Restricted stock awards not yet recognized | 3,927,443 | $ 970,537 | $ 3,927,443 | |||||||||||||||||||||||||||||
Stock recognized over period | 1 year 3 months 15 days | 1 year 11 months 8 days | ||||||||||||||||||||||||||||||
Stock-based compensation | $ 43,750 | |||||||||||||||||||||||||||||||
Forfeited vested restricted stock including tax withholding | 1,227,512 | |||||||||||||||||||||||||||||||
Forfeited vested restricted stock | 825,000 | |||||||||||||||||||||||||||||||
Forfeited vested restricted stock tax withholding | 402,512 | |||||||||||||||||||||||||||||||
Forfeited unvested restricted stock | 329,735 | 329,735 | ||||||||||||||||||||||||||||||
Restricted Stock [Member] | Hub Pages Inc [Member] | ||||||||||||||||||||||||||||||||
Number of restricted common stock, shares | 2,399,997 | |||||||||||||||||||||||||||||||
April 30, 2018 [Member] | Strome Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 736,853 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.60 | |||||||||||||||||||||||||||||||
Number of warrant exercised under cashless exercise | 842,117 | |||||||||||||||||||||||||||||||
MDB Capital Group LLC [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,200,000 | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||
Warrant to purchase common stock | 60,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | |||||||||||||||||||||||||||||||
Say Media, Inc. [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,188,880 | 5,067,167 | ||||||||||||||||||||||||||||||
Say Media, Inc. [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Number of restricted common stock, shares | 2,000,000 | |||||||||||||||||||||||||||||||
Stock option vesting description | The shares vest one-third on the first anniversary date of issuance and then over twenty-four equal monthly installments after the first anniversary date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. | |||||||||||||||||||||||||||||||
Private Placement [Member] | MDB Warrants [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 60,000 | 119,565 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | $ 1.15 | ||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||||||||||||||
Private Placement [Member] | March 30, 2018 [Member] | Strome Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 1,700,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | |||||||||||||||||||||||||||||||
Maximum number of shares issuable in transaction | 3,400,000 | |||||||||||||||||||||||||||||||
Warrant exercisable price | $ 1.25 | |||||||||||||||||||||||||||||||
Private Placement [Member] | MDB Capital Group LLC [Member] | ||||||||||||||||||||||||||||||||
Shares issued price per share | $ 2.50 | |||||||||||||||||||||||||||||||
Number of common shares sold | 60,000 | |||||||||||||||||||||||||||||||
Number of common shares sold, value | $ 150,000 | |||||||||||||||||||||||||||||||
Investors [Member] | B. Riley Warrants [Member] | ||||||||||||||||||||||||||||||||
Derivative liability | $ 607,513 | $ 358,050 | $ 607,513 | |||||||||||||||||||||||||||||
Investors [Member] | B. Riley Warrants [Member] | 10% OID Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 875,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 1 | |||||||||||||||||||||||||||||||
Warrant expiration term | 7 years | |||||||||||||||||||||||||||||||
Warrant description | The warrant instrument provides that upon the consummation of a subsequent financing, the $1.00 exercise price shall be adjusted to (i), in the event that security issued in such subsequent financing is common stock, 125% of the effective per share purchase price of the common stock in such subsequent financing, (ii), in the event that the security issued in such subsequent financing is a common stock equivalent, 100% of the effective per share purchase price of the common stock underlying the common stock equivalent issued in such subsequent financing, or (iii), in the event that the primary securities issued such subsequent financing includes a combination of common stock and common stock equivalents, the greater of (a) 125% of the effective per share purchase price of the common stock issued in such subsequent financing or (b) 100% of the effective per share purchase price of the common stock underlying the common stock equivalents. | |||||||||||||||||||||||||||||||
Investors [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 500,000 | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 2.50 | |||||||||||||||||||||||||||||||
Proceeds from private placement | $ 1,250,000 | |||||||||||||||||||||||||||||||
Investors [Member] | Private Placement [Member] | Strome Mezzanine Fund LP [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,200,000 | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 2.50 | |||||||||||||||||||||||||||||||
Proceeds from private placement | $ 3,000,000 | |||||||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 833,333 | |||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 206,506 | |||||||||||||||||||||||||||||||
Board of Directors [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Number of restricted common stock, shares | 57,693 | 148,813 | ||||||||||||||||||||||||||||||
Vesting term | 3 months | 4 months |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Award Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of shares, non-vested Issued | 8,187,750 | |
Number of shares, non-vested Vested | (175,000) | |
Number of shares Restricted stock awards outstanding, non-vested at ending | 3,093,977 | |
Restricted Stock [Member] | ||
Number of shares Restricted stock awards outstanding, non-vested at beginning | 6,309,874 | 6,979,596 |
Number of shares, non-vested Issued | 833,333 | 4,606,503 |
Number of shares, non-vested Vested | (3,926,542) | (4,946,490) |
Number of shares, non-vested Forfeited | (825,000) | (329,735) |
Number of shares Restricted stock awards outstanding, non-vested at ending | 2,391,665 | 6,309,874 |
Number of Shares Common stock options, outstanding at Beginning balance | 10,484,046 | 5,537,556 |
Number of shares, Issued | ||
Number of shares, Vested | 3,926,542 | (4,946,490) |
Number of shares, Forfeited | (402,512) | |
Number of Shares Common stock options, outstanding at Ending balance | 14,008,076 | 10,484,046 |
Weighted Average price Grant-Date, beginning | $ 0.50 | $ 0.41 |
Weighted Average price Grant-Date, Issued | 0.48 | 0.72 |
Weighted Average price Grant-Date, Vested | ||
Weighted Average price Grant-Date, Forfeited | ||
Weighted Average price Grant-Date, ending | $ 0.56 | $ 0.50 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares | Aug. 03, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of Shares, Exercisable at end of year | 2,882,055 | ||
Common Stock Financing Warrant [Member] | |||
Number of Shares, outstanding, at beginning of year | 3,949,018 | 1,289,172 | |
Number of Shares, Issued | 2,861,558 | ||
Number of Shares, Exercised | (1,066,963) | (842,117) | |
Number of Shares, Issued as result of the reset provision on August 3, 2018 | 640,405 | ||
Number of Shares, outstanding at end of year | 2,882,055 | 3,949,018 | |
Number of Shares, Exercisable at end of year | 2,882,055 | ||
Weighted Average Exercise Price, outstanding, at beginning of year | $ 0.64 | $ 0.29 | |
Weighted Average Exercise Price, Issued | 1.17 | ||
Weighted Average Exercise Price, Exercised | 0.20 | ||
Weighted Average Exercise Prices, Issued as result of the reset provision on August 3, 2018 | $ 0.50 | ||
Weighted Average Exercise Price, outstanding, at end of year | 0.80 | $ 0.64 | |
Weighted Average Exercise Price, Exercisable at end of year | $ 0.80 | ||
Weighted Average Remaining Contractual Life, Outstanding at end of year | 3 years 11 months 12 days | 4 years 9 months 22 days | |
Weighted Average Remaining Contractual Life, Exercisable at end of year | 3 years 11 months 12 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Financing Warrants Classified as Derivative Liabilities (Shares) | 2,375,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | 507,055 |
Total Exercisable Financing Warrants (Shares) | 2,882,055 |
Total outstanding and exercisable | 2,882,055 |
MDB Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 0.20 |
Financing Warrants Expiration Date | Nov. 4, 2021 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 327,490 |
Total Exercisable Financing Warrants (Shares) | 327,490 |
Strome Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 0.50 |
Financing Warrants Expiration Date | Jun. 15, 2023 |
Financing Warrants Classified as Derivative Liabilities (Shares) | 1,500,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | |
Total Exercisable Financing Warrants (Shares) | 1,500,000 |
B. Riley Warrants [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 1 |
Financing Warrants Expiration Date | Oct. 18, 2025 |
Financing Warrants Classified as Derivative Liabilities (Shares) | 875,000 |
Financing Warrants Classified within Stockholders' Equity (Shares) | |
Total Exercisable Financing Warrants (Shares) | 875,000 |
MDB Warrants One [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 1.15 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 119,565 |
Total Exercisable Financing Warrants (Shares) | 119,565 |
MDB Warrants Two [Member] | |
Financing Warrants Exercise Price | $ / shares | $ 2.50 |
Financing Warrants Expiration Date | Oct. 19, 2022 |
Financing Warrants Classified as Derivative Liabilities (Shares) | |
Financing Warrants Classified within Stockholders' Equity (Shares) | 60,000 |
Total Exercisable Financing Warrants (Shares) | 60,000 |
Financing Warrants Classified as Derivative Liabilities [Member] | |
Total outstanding and exercisable | 2,375,000 |
Financing Warrants Classified Within Stockholders' Equity [Member] | |
Total outstanding and exercisable | 507,055 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | May 31, 2019 | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 03, 2020 | Aug. 31, 2018 | Mar. 28, 2018 |
Number of Shares Common stock options, Granted | 8,187,750 | |||||||
Grant date fair value of stock options granted | 5,566,385 | |||||||
Intrinsic value of stock option | $ 1,573,000 | $ 1,573,000 | ||||||
Number of shares fully vested | 175,000 | |||||||
Exercise price of stock option | $ 0.17 | |||||||
Stock option expiration date | May 15, 2019 | |||||||
Number of shares issued during period, shares | 307,475 | 12,209,677 | ||||||
Number of outstanding stock options not vested | 3,093,977 | |||||||
Unrecognized compensation expense related to stock options granted | $ 1,697,036 | $ 4,338,362 | ||||||
Weighted-average period of options term | 1 year 4 months 2 days | 2 years 2 months 8 days | ||||||
Fair market value of stock option | $ 0.48 | |||||||
Number of shares authorized | 1,000,000,000 | 1,000,000,000 | ||||||
Warrant vesting term | 3 years | |||||||
Warrant expiration term | 5 years | |||||||
ABG Warrants [Member] | Sports Illustrated Licensing Agreement [Member] | ||||||||
Unrecognized compensation expense related to stock options granted | $ 4,663,176 | |||||||
Weighted-average period of options term | 3 years 4 months 17 days | |||||||
Fair market value of stock option | $ 5,458,979 | |||||||
Warrant to purchase common stock | 21,989,844 | |||||||
Share-based Payment Arrangement, Employee [Member] | HubPages Employees [Member] | ||||||||
Number of Shares Common stock options, Granted | 2,399,997 | |||||||
Unrecognized compensation expense related to stock options granted | $ 559,412 | |||||||
Weighted-average period of options term | 1 year 1 month 2 days | |||||||
Unexercised in-the-Money [Member] | ||||||||
Intrinsic value of stock option | $ 631,000 | |||||||
Fair market value of stock option | $ 0.80 | |||||||
June 2018 [Member] | ||||||||
Number of shares fully vested | 125,000 | |||||||
Number of shares issued during period, shares | 106,154 | |||||||
2016 Stock Incentive Plan [Member] | ||||||||
Number of Shares Common stock options, Granted | 8,187,750 | |||||||
Weighted-average period of options term | 9 years 3 months 19 days | 9 years 2 months 30 days | ||||||
2016 Stock Incentive Plan [Member] | Minimum [Member] | ||||||||
Common stock reserved for grant | 5,000,000 | 3,000,000 | ||||||
2016 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||
Common stock reserved for grant | 10,000,000 | 5,000,000 | ||||||
2019 Equity Incentive Plan [Member] | ||||||||
Intrinsic value of stock option | $ 6,000 | |||||||
Number of outstanding stock options not vested | 64,958,089 | |||||||
Unrecognized compensation expense related to stock options granted | $ 20,140,032 | |||||||
Weighted-average period of options term | 2 years 6 months 14 days | |||||||
Fair market value of stock option | $ 0.80 | |||||||
Aggregate grant date fair value for the common equity awards granted during the period | $ 30,864,185 | |||||||
Aggregate intrinsic value common equity awards granted | $ 17,554,000 | |||||||
2019 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Number of shares authorized | 85,000,000 | |||||||
Stock Outside Option 2016 Plan [Member] | ||||||||
Number of Shares Common stock options, Granted | 675,000 | 755,884 | ||||||
Intrinsic value of stock option | $ 2,198,000 | $ 278,000 | ||||||
Number of outstanding stock options not vested | 2,521,000 | |||||||
Unrecognized compensation expense related to stock options granted | $ 958,315 | $ 733,875 | ||||||
Weighted-average period of options term | 2 years 26 days | 2 years 11 months 1 day | ||||||
Stock Outside Option 2016 Plan [Member] | Unexercised in-the-Money [Member] | ||||||||
Intrinsic value of stock option | $ 445,000 | |||||||
Fair market value of stock option | $ 0.80 | |||||||
Channel Partner Warrant Program [Member] | ||||||||
Fair market value of stock option | $ 0.48 | |||||||
Warrant to purchase common stock | 2,000,000 | |||||||
Warrant expiration term | 5 years | |||||||
Exercise price upper range | $ 2.25 | |||||||
Exercise price lower range | $ 1.32 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Fair Value of Stock Options Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk-free interest rate, minimum | 2.27% | |
Risk-free interest rate, maximum | 3.05% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 108.34% | |
Expected volatility, maximum | 139.36% | |
Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Risk-free interest rate, minimum | 1.51% | |
Risk-free interest rate, maximum | 2.59% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 69.00% | |
Expected volatility, maximum | 95.00% | |
Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Risk-free interest rate, minimum | 1.51% | |
Risk-free interest rate, maximum | 2.59% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 119.00% | |
Expected volatility, maximum | 149.00% | |
Stock Options Outside 2016 Plan [Member] | ||
Risk-free interest rate, minimum | 2.79% | |
Risk-free interest rate, maximum | 3.09% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 113.49% | |
Expected volatility, maximum | 116.86% | |
Expected life | 6 years | |
Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Risk-free interest rate, minimum | 2.49% | |
Risk-free interest rate, maximum | 2.57% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 74.00% | |
Expected volatility, maximum | 95.00% | |
Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Risk-free interest rate, minimum | 2.49% | |
Risk-free interest rate, maximum | 2.57% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 122.00% | |
Expected volatility, maximum | 142.00% | |
Stock Options Outside 2016 Plan [Member] | Monte Carlo Model [Member] | Up-List [Member] | ||
Risk-free interest rate, minimum | 2.16% | |
Risk-free interest rate, maximum | 2.71% | |
Expected dividend yield | 0.00% | |
Expected volatility | 110.00% | |
Expected life | 10 years | |
Stock Options Outside 2016 Plan [Member] | Monte Carlo Model [Member] | No Up-List [Member] | ||
Risk-free interest rate, minimum | 2.20% | |
Risk-free interest rate, maximum | 2.70% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 140.00% | |
Expected volatility, maximum | 146.00% | |
Expected life | 10 years | |
Minimum [Member] | ||
Expected life | 3 years | |
Minimum [Member] | Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Expected life | 3 years | |
Minimum [Member] | Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Expected life | 3 years | |
Minimum [Member] | Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Expected life | 3 years | |
Minimum [Member] | Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Expected life | 3 years | |
Maximum [Member] | ||
Expected life | 6 years | |
Maximum [Member] | Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Expected life | 6 years | |
Maximum [Member] | Equity Incentive 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Expected life | 6 years | |
Maximum [Member] | Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Expected life | 5 years 9 months 18 days | |
Maximum [Member] | Stock Options Outside 2016 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Expected life | 5 years 9 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares, Granted | 8,187,750 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 1 year 4 months 2 days | 2 years 2 months 8 days |
2016 Stock Incentive Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | 9,405,541 | 2,176,637 |
Number of Shares, Granted | 8,187,750 | |
Number of Shares, Exercised | (25,000) | (125,000) |
Number of Shares, Forfeited | (1,197,776) | (732,353) |
Number of Shares, Expired | (118,204) | (101,493) |
Number of Shares Common stock options, outstanding at Ending balance | 8,064,561 | 9,405,541 |
Number of Shares Common stock options, exercisable at Ending balance | 4,970,584 | |
Number of Shares Common stock options, not vested at Ending balance | 3,093,977 | |
Number of Shares Common stock options, available for future grants at Ending balance | 1,935,439 | |
Weighted Average Exercise Price, outstanding at Beginning balance | $ 0.61 | $ 1.25 |
Weighted Average Exercise Price, Granted | 0.84 | |
Weighted Average Exercise Price, Exercised | 0.17 | 0.17 |
Weighted Average Exercise Price, Forfeited | 0.73 | 1.41 |
Weighted Average Exercise Price, Expired | 1.09 | 1.49 |
Weighted Average Exercise Price, outstanding at Ending balance | 0.62 | $ 0.61 |
Weighted Average Exercise Price, exercisable at Ending balance | $ 1.02 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 9 years 3 months 19 days | 9 years 2 months 30 days |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 8 years 4 months 2 days | 9 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 8 years 2 months 30 days | |
2019 Equity Incentive Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | ||
Number of Shares, Granted | 68,180,863 | |
Number of Shares, Forfeited | (3,167,218) | |
Number of Shares Common stock options, outstanding at Ending balance | 65,013,645 | |
Number of Shares Common stock options, exercisable at Ending balance | ||
Number of Shares Common stock options, not vested at Ending balance | 64,958,089 | |
Number of Shares Common stock options, available for future grants at Ending balance | 19,986,355 | |
Number of Shares Common stock options, vested at Ending balance | 55,556 | |
Weighted Average Exercise Price, outstanding at Beginning balance | ||
Weighted Average Exercise Price, Granted | 0.53 | |
Weighted Average Exercise Price, Forfeited | 0.53 | |
Weighted Average Exercise Price, outstanding at Ending balance | $ 0.53 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 0 years | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 9 years 5 months 5 days | |
Stock Outside Option 2016 Plan and 2019 Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | 2,414,000 | |
Number of Shares, Granted | 1,500,000 | 2,414,000 |
Number of Shares, Exercised | (2,000) | |
Number of Shares, Forfeited | (180,000) | |
Number of Shares, Expired | (7,333) | |
Number of Shares Common stock options, outstanding at Ending balance | 3,724,667 | 2,414,000 |
Number of Shares Common stock options, exercisable at Ending balance | ||
Number of Shares Common stock options, not vested at Ending balance | 2,521,000 | |
Number of Shares Common stock options, vested at Ending balance | 1,203,667 | |
Weighted Average Exercise Price, outstanding at Beginning balance | $ 0.36 | |
Weighted Average Exercise Price, Granted | 0.57 | 0.36 |
Weighted Average Exercise Price, Exercised | 0.35 | |
Weighted Average Exercise Price, Forfeited | 0.35 | |
Weighted Average Exercise Price, Expired | 0.35 | |
Weighted Average Exercise Price, outstanding at Ending balance | 0.21 | $ 0.36 |
Weighted Average Exercise Price, exercisable at Ending balance | $ 0.89 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 9 years 11 months 8 days | |
Weighted Average Remaining Contractual Life (in Years), Granted | 9 years 11 months 8 days | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 9 years 15 days | 9 years 11 months 8 days |
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 9 years 7 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Exercise Prices of Common Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
2016 Stock Incentive Plan [Member] | |||
Number of Shares, Outstanding | 8,064,561 | 9,405,541 | 2,176,637 |
Number of Shares, Exercisable | 4,970,584 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range One [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 5,048,750 | ||
Number of Shares, Exercisable | 2,539,496 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Two [Member] | |||
Exercise price lower range | $ 1.01 | ||
Exercise price upper range | $ 1.25 | ||
Number of Shares, Outstanding | 1,553,333 | ||
Number of Shares, Exercisable | 1,154,687 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Three [Member] | |||
Exercise price lower range | $ 1.26 | ||
Exercise price upper range | $ 1.50 | ||
Number of Shares, Outstanding | 28,309 | ||
Number of Shares, Exercisable | 18,448 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Four [Member] | |||
Exercise price lower range | $ 1.51 | ||
Exercise price upper range | $ 1.75 | ||
Number of Shares, Outstanding | 345,000 | ||
Number of Shares, Exercisable | 239,759 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Five [Member] | |||
Exercise price lower range | $ 1.76 | ||
Exercise price upper range | $ 2 | ||
Number of Shares, Outstanding | 924,169 | ||
Number of Shares, Exercisable | 904,444 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Six [Member] | |||
Exercise price lower range | $ 2.01 | ||
Exercise price upper range | $ 2.25 | ||
Number of Shares, Outstanding | 135,000 | ||
Number of Shares, Exercisable | 83,750 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Seven [Member] | |||
Exercise price lower range | $ 2.26 | ||
Exercise price upper range | $ 2.50 | ||
Number of Shares, Outstanding | 30,000 | ||
Number of Shares, Exercisable | 30,000 | ||
2019 Equity Incentive Plan [Member] | |||
Number of Shares, Outstanding | 65,013,645 | ||
Number of Shares, Exercisable | |||
Number of Shares, Vested | 55,556 | ||
2019 Equity Incentive Plan [Member] | Exercise Price Range One [Member] | |||
Number of Shares, Outstanding | 250,000 | ||
Number of Shares, Exercisable | |||
Number of Shares, Vested | |||
2019 Equity Incentive Plan [Member] | Exercise Price Range Two [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 64,763,645 | ||
Number of Shares, Exercisable | |||
Number of Shares, Vested | 55,566 | ||
Stock Outside Option 2016 Plan and 2019 Plan [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 3,724,667 | 2,414,000 | |
Number of Shares, Exercisable | |||
Number of Shares, Vested | 1,203,667 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Warrants Assumptions (Details) | Dec. 31, 2019 |
Warrants term | 5 years |
Channel Partner Warrant Program [Member] | |
Warrants term | 5 years |
Channel Partner Warrant Program [Member] | Risk-free Interest Rate [Member] | Minimum [Member] | |
Warrants measurement input | 2.54 |
Channel Partner Warrant Program [Member] | Risk-free Interest Rate [Member] | Maximum [Member] | |
Warrants measurement input | 2.89 |
Channel Partner Warrant Program [Member] | Expected Dividend Yield [Member] | |
Warrants measurement input | 0 |
Channel Partner Warrant Program [Member] | Expected Volatility [Member] | Minimum [Member] | |
Warrants measurement input | 95.73 |
Channel Partner Warrant Program [Member] | Expected Volatility [Member] | Maximum [Member] | |
Warrants measurement input | 119.45 |
Channel Partner Warrant Program [Member] | Expected Life [Member] | Minimum [Member] | |
Warrants term | 3 years |
Channel Partner Warrant Program [Member] | Expected Life [Member] | Maximum [Member] | |
Warrants term | 5 years |
ABG Warrants [Member] | Risk-free Interest Rate [Member] | Minimum [Member] | Up-List [Member] | |
Warrants measurement input | 2 |
ABG Warrants [Member] | Risk-free Interest Rate [Member] | Minimum [Member] | No Up-List [Member] | |
Warrants measurement input | 2 |
ABG Warrants [Member] | Risk-free Interest Rate [Member] | Maximum [Member] | Up-List [Member] | |
Warrants measurement input | 2.10 |
ABG Warrants [Member] | Risk-free Interest Rate [Member] | Maximum [Member] | No Up-List [Member] | |
Warrants measurement input | 2.10 |
ABG Warrants [Member] | Expected Dividend Yield [Member] | Up-List [Member] | |
Warrants measurement input | 0 |
ABG Warrants [Member] | Expected Dividend Yield [Member] | No Up-List [Member] | |
Warrants measurement input | 0 |
ABG Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | Up-List [Member] | |
Warrants measurement input | 51 |
ABG Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | No Up-List [Member] | |
Warrants measurement input | 121 |
ABG Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | Up-List [Member] | |
Warrants measurement input | 52 |
ABG Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | No Up-List [Member] | |
Warrants measurement input | 123 |
ABG Warrants [Member] | Expected Life [Member] | Minimum [Member] | Up-List [Member] | |
Warrants term | 6 years |
ABG Warrants [Member] | Expected Life [Member] | Minimum [Member] | No Up-List [Member] | |
Warrants term | 6 years 2 months 12 days |
ABG Warrants [Member] | Expected Life [Member] | Maximum [Member] | Up-List [Member] | |
Warrants term | 7 years 3 months 19 days |
ABG Warrants [Member] | Expected Life [Member] | Maximum [Member] | No Up-List [Member] | |
Warrants term | 7 years 3 months 19 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares, Exercisable at end of year | 2,882,055 | |
Channel Partner Warrant Program [Member] | ||
Number of Shares, outstanding, at beginning of year | 1,017,140 | 1,303,832 |
Number of Shares, Issued | 295,000 | |
Number of Shares, Forfeited | (77,599) | (581,692) |
Number of Shares, outstanding at end of year | 939,541 | 1,017,140 |
Number of Shares, Exercisable at end of year | 613,041 | |
Number of Shares, Available for future grants at end of year | 1,060,459 | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 1.47 | $ 1.48 |
Weighted Average Exercise Price, Issued | 1.74 | |
Weighted Average Exercise Price, Forfeited | 1.62 | 1.47 |
Weighted Average Exercise Price, outstanding, at end of year | 1.46 | $ 1.47 |
Weighted Average Exercise Price, Exercisable at end of year | $ 1.50 | |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 3 years 3 months 4 days | 4 years 4 months 6 days |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 2 years 6 months 25 days | 3 years 3 months 4 days |
Weighted Average Remaining Contractual Life, Exercisable | 2 years 7 months 17 days | |
ABG Warrants [Member] | ||
Number of Shares, outstanding, at beginning of year | ||
Number of Shares, Issued | 21,989,844 | |
Number of Shares, outstanding at end of year | 21,989,844 | |
Number of Shares, Exercisable at end of year | ||
Number of Shares, not vested at end of year | 21,989,844 | |
Weighted Average Exercise Price, outstanding, at beginning of year | ||
Weighted Average Exercise Price, Issued | 0.55 | |
Weighted Average Exercise Price, outstanding, at end of year | $ 0.55 | |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 9 years 5 months 16 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Shares, Unvested, outstanding, at beginning of year | |
Number of Shares, Unvested, Issued | 2,399,997 |
Number of Shares, Unvested, outstanding at end of year | 2,399,997 |
Number of Shares, Unvested, credited to separate account at end of year | |
Number of Shares, Unvested, outstanding, at beginning of year | |
Number of Shares, Vested, Issued | |
Number of Shares, Vested, outstanding at end of year | |
Number of Shares, Vested, credited to separate account at end of year | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ / shares | |
Weighted Average Exercise Price, Issued | $ / shares | 0.45 |
Weighted Average Exercise Price, outstanding, at end of year | $ / shares | $ 0.45 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) | Dec. 20, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Cost of revenue | $ 7,612,585 | $ 5,487,172 | $ 5,652,565 | $ 1,784,073 | $ 1,102,813 | $ 1,035,708 | $ 11,139,737 | $ 2,138,521 | $ 18,752,322 | $ 3,922,594 | $ 47,301,175 | $ 7,641,684 | |
Selling and marketing | 2,059,820 | 1,451,101 | 1,149,292 | 425,326 | 761,135 | 153,505 | 2,600,393 | 914,640 | 4,660,213 | 1,339,966 | 12,789,056 | 1,720,714 | |
General and administrative | $ 7,262,496 | $ 5,871,015 | 4,225,253 | $ 2,546,369 | $ 2,222,187 | 2,463,771 | 10,096,268 | 4,685,958 | 17,358,764 | 7,232,328 | 29,511,204 | 10,286,997 | |
Total stock based compensation | $ 1,319,627 | $ 1,350,892 | $ 3,959,925 | $ 2,191,132 | $ 6,951,074 | $ 3,416,110 | 10,364,787 | 4,340,824 | |||||
Stock-based Compensation [Member] | |||||||||||||
Cost of revenue | 993,752 | 159,205 | |||||||||||
Selling and marketing | 832,460 | 76,451 | |||||||||||
General and administrative | 8,538,575 | 4,105,168 | |||||||||||
Total costs charged to operations | 10,364,787 | 4,340,824 | |||||||||||
Capitalized platform development | 1,307,390 | 1,850,384 | |||||||||||
Total stock based compensation | 11,672,177 | 6,191,208 | |||||||||||
Stock-based Compensation [Member] | Channel Partner Warrant Program [Member] | |||||||||||||
Cost of revenue | 50,828 | 152,460 | |||||||||||
Selling and marketing | |||||||||||||
General and administrative | |||||||||||||
Total costs charged to operations | 50,828 | 152,460 | |||||||||||
Capitalized platform development | |||||||||||||
Total stock based compensation | 50,828 | 152,460 | |||||||||||
Stock-based Compensation [Member] | ABG Warrants [Member] | |||||||||||||
Cost of revenue | |||||||||||||
Selling and marketing | |||||||||||||
General and administrative | 795,803 | ||||||||||||
Total costs charged to operations | 795,803 | ||||||||||||
Capitalized platform development | |||||||||||||
Total stock based compensation | 795,803 | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Total stock based compensation | $ 43,750 | ||||||||||||
Restricted Stock [Member] | Stock-based Compensation [Member] | |||||||||||||
Cost of revenue | 122,192 | 6,745 | |||||||||||
Selling and marketing | 34,393 | 607 | |||||||||||
General and administrative | 2,541,468 | 2,973,051 | |||||||||||
Total costs charged to operations | 2,698,053 | 2,980,403 | |||||||||||
Capitalized platform development | 535,004 | 1,639,038 | |||||||||||
Total stock based compensation | 3,233,057 | 4,619,441 | |||||||||||
Common Stock Awards [Member] | Stock-based Compensation [Member] | |||||||||||||
Cost of revenue | 44,520 | ||||||||||||
Selling and marketing | 100,388 | 67,062 | |||||||||||
General and administrative | 1,660,607 | 1,130,326 | |||||||||||
Total costs charged to operations | 1,805,515 | 1,197,388 | |||||||||||
Capitalized platform development | 175,837 | 211,346 | |||||||||||
Total stock based compensation | 1,981,352 | 1,408,734 | |||||||||||
Common Equity Awards [Member] | Stock-based Compensation [Member] | |||||||||||||
Cost of revenue | 774,632 | ||||||||||||
Selling and marketing | 455,280 | 8,782 | |||||||||||
General and administrative | 3,383,338 | 1,791 | |||||||||||
Total costs charged to operations | 4,613,250 | 10,573 | |||||||||||
Capitalized platform development | 590,618 | ||||||||||||
Total stock based compensation | 5,203,868 | 10,573 | |||||||||||
Outside Options [Member] | Stock-based Compensation [Member] | |||||||||||||
Cost of revenue | 1,580 | ||||||||||||
Selling and marketing | 242,399 | ||||||||||||
General and administrative | 157,359 | ||||||||||||
Total costs charged to operations | 401,338 | ||||||||||||
Capitalized platform development | 5,931 | ||||||||||||
Total stock based compensation | $ 407,269 |
Settlement of Promissory Note_2
Settlement of Promissory Notes Receivable (Details Narrative) - USD ($) | Dec. 12, 2018 | Nov. 30, 2018 | Aug. 21, 2018 | Jul. 23, 2018 | Mar. 26, 2018 |
Say Media Merger Agreements [Member] | |||||
Debt instrument, description | On December 12, 2018 pursuant to the Say Media Merger Agreements entered into on October 12, 2018 and amended on October 17, 2018, the Company settled the promissory notes receivable by effectively forgiving $3,366,031 of the balance due at closing as reflected on the consolidated statements of operations. The remainder of the promissory notes consisting of $2,078,498 advanced for the execution payments in connection with the acquisition, and $450,000 advanced for acquisition related legal fees of Say Media where reflected as part of the purchase price. | ||||
Notes receivable forgiving balance | $ 3,366,031 | ||||
Promissory notes payable | 2,078,498 | ||||
Legal fees | 450,000 | ||||
Secured Promissory Note [Member] | |||||
Principal amount of debt | $ 4,322,166 | $ 322,363 | $ 250,000 | ||
Promissory Note [Member] | |||||
Principal amount of debt | $ 5,894,529 | ||||
Say Media, Inc. [Member] | |||||
Due to related party debt | $ 1,000,000 | ||||
Debt instrument, interest rate, stated percentage | 5.00% | ||||
Debt instrument effective interest | 10.00% |
Liquidated Damages - Schedule o
Liquidated Damages - Schedule of Liquidated Damages Recognized (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Registration Rights Damages | $ 3,127,756 | $ 2,149,156 | $ 2,149,156 | $ 1,178,956 | $ 1,178,956 |
Public Information Failure Damages | 3,936,645 | 2,925,099 | 2,925,099 | 1,950,699 | 1,870,899 |
Accrued interest | 1,016,113 | 615,483 | 615,483 | 614,630 | 597,743 |
Series H Preferred Stock [Member] | |||||
Registration Rights Damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 |
Public Information Failure Damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 |
Accrued interest | 481,017 | 481,017 | 481,017 | 481,017 | 481,017 |
Series I Preferred Stock [Member] | |||||
Registration Rights Damages | 1,108,800 | 970,200 | 970,200 | ||
Public Information Failure Damages | 1,039,500 | $ 970,200 | $ 970,200 | ||
Accrued interest | 262,193 | ||||
Registration Rights Agreements and Securities Purchase [Member] | |||||
Registration Rights Damages | 138,600 | 1,178,956 | |||
Public Information Failure Damages | 171,546 | 1,870,899 | |||
Accrued interest | 418,370 | 597,743 | |||
Totals | 728,516 | 3,647,598 | |||
Registration Rights Agreements and Securities Purchase [Member] | 12% Convertible Debentures [Member] | |||||
Registration Rights Damages | |||||
Public Information Failure Damages | 102,246 | 706,944 | |||
Accrued interest | 16,162 | 116,726 | |||
Totals | 118,408 | 823,670 | |||
Registration Rights Agreements and Securities Purchase [Member] | Series H Preferred Stock [Member] | |||||
Registration Rights Damages | 1,163,955 | ||||
Public Information Failure Damages | 1,163,955 | ||||
Accrued interest | 481,017 | ||||
Totals | 2,808,927 | ||||
Registration Rights Agreements and Securities Purchase [Member] | Series I Preferred Stock [Member] | |||||
Registration Rights Damages | 138,600 | ||||
Public Information Failure Damages | 69,300 | ||||
Accrued interest | 262,193 | ||||
Totals | 470,093 | ||||
Registration Rights Agreements and Securities Purchase [Member] | Series J Preferred Stock [Member] | |||||
Registration Rights Damages | |||||
Public Information Failure Damages | |||||
Accrued interest | 140,015 | ||||
Totals | $ 140,015 | ||||
Registration Rights Agreements and Securities Purchase [Member] | MBD Common Stock to Be Issued [Member] | |||||
Registration Rights Damages | 15,001 | ||||
Public Information Failure Damages | |||||
Accrued interest | |||||
Totals | $ 15,001 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income tax rate | 21.00% | 21.00% | |
Income tax description | limited to 80% of taxable income in a given year | ||
Net operating losses expiration amount | $ 40,560,000 | ||
Federal [Member] | |||
Operating loss carryforward | 75,000,000 | $ 36,650,000 | |
State [Member] | |||
Operating loss carryforward | 59,660,000 | 33,930,000 | |
Local [Member] | |||
Operating loss carryforward | 22,660,000 | $ 8,150,000 | |
U.S Federal Tax [Member] | |||
Operating loss carryforward | $ 34,440,000 | ||
Minimum [Member] | |||
Income tax rate | 35.00% | ||
Maximum [Member] | |||
Income tax rate | 21.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||
Current tax benefit: Federal | ||||||||||||
Current tax benefit: State and local | ||||||||||||
Total current tax benefit | ||||||||||||
Deferred tax benefit: Federal | 9,802,070 | 3,359,203 | ||||||||||
Deferred tax benefit: State and local | 3,053,709 | 1,498,009 | ||||||||||
Change in valuation allowance | 6,685,348 | (4,765,579) | ||||||||||
Total deferred tax benefit | 19,541,127 | 91,633 | ||||||||||
Total income tax benefit | $ (91,633) | $ (91,633) | $ 19,541,127 | $ 91,633 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 20,998,172 | $ 10,474,525 |
Tax credit carryforwards | 263,873 | 263,873 |
Allowance for doubtful accounts | 450,116 | 16,017 |
Accrued expenses and other | 64,494 | 64,849 |
Deferred rent | 21,233 | |
Contract liabilities | 84,622 | |
Liquidated damages payable | 1,078,235 | 646,146 |
Stock-based compensation | 1,055,083 | 242,545 |
Operating lease liability | 223,596 | |
Depreciation and amortization | 3,921,952 | 981,850 |
Current deferred tax assets | 28,055,521 | 12,795,660 |
Valuation allowance | (3,484,746) | (8,541,191) |
Total deferred tax assets | 24,570,775 | 4,254,469 |
Prepaid expenses | (148,051) | |
Contract liabilities | (67,295) | |
Acquisition-related intangibles | (24,355,429) | (4,254,469) |
Total deferred tax liabilities | (24,570,775) | (4,254,469) |
Net deferred tax |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Benefit and Effective Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||
Federal benefit expected at statutory rate | $ (12,188,924) | $ (5,493,498) | ||||||||||
State and local taxes, net of federal benefit | (3,053,709) | (1,498,009) | ||||||||||
Stock-based compensation | 276,382 | 434,556 | ||||||||||
Other differences, net | 199,642 | 246,614 | ||||||||||
Valuation allowance | (6,685,348) | 4,765,579 | ||||||||||
Permanent differences | 1,910,830 | 1,453,125 | ||||||||||
Tax benefit and effective income tax rate | $ 91,633 | $ 91,633 | $ (19,541,127) | $ (91,633) | ||||||||
Federal benefit expected at statutory rate, percentage | 21.00% | 21.00% | ||||||||||
State and local taxes, net of federal benefit, percentage | 5.30% | 5.70% | ||||||||||
Stock based compensation, percentage | (50.00%) | (1.70%) | ||||||||||
Other differences, net, percentage | (30.00%) | (0.80%) | ||||||||||
Valuation allowance, percentage | 11.50% | (18.20%) | ||||||||||
Permanent differences, percentage | (330.00%) | (5.60%) | ||||||||||
Tax benefit and effective income tax rate, percentage | 33.70% | 0.40% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 21, 2020 | Oct. 07, 2019 | Aug. 27, 2019 | Aug. 07, 2019 | Aug. 07, 2019 | Jun. 28, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Jun. 10, 2019 | Jan. 02, 2019 | Dec. 12, 2018 | Oct. 18, 2018 | Aug. 10, 2018 | Jun. 15, 2018 | Jan. 04, 2018 | Oct. 31, 2017 | Aug. 31, 2017 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 03, 2019 | Jan. 04, 2019 | Dec. 20, 2017 |
Number of shares issued during period, shares | 307,475 | 12,209,677 | ||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 4,775,000 | $ 4,775,000 | $ 4,775,000 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.50 | ||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 0.01 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||||||
Interest expenses | $ 3,701,310 | $ 1,876,054 | 1,301,208 | $ 1,428,463 | $ 123,543 | 3,177,262 | 123,543 | 6,878,572 | 1,552,006 | $ 10,463,570 | 2,508,874 | |||||||||||||||||||||
Accrued interest | 615,483 | 615,483 | 614,630 | 615,483 | 615,483 | 1,016,113 | 597,743 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.65 | |||||||||||||||||||||||||||||||
12% Convertible Debenture [Member] | ||||||||||||||||||||||||||||||||
Interest expenses | 5,136,023 | |||||||||||||||||||||||||||||||
12% Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||
Maturity date | Jul. 31, 2019 | |||||||||||||||||||||||||||||||
Notes payable outstanding | $ 2,365,000 | $ 2,365,000 | ||||||||||||||||||||||||||||||
12% Amended Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||
Legal fees | $ 17,382 | |||||||||||||||||||||||||||||||
Interest expenses | 4,821,395 | |||||||||||||||||||||||||||||||
Accrued interest | 1,082,642 | |||||||||||||||||||||||||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Payment issuance cost | 159,208 | 159,208 | ||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | 12,474,704 | $ 12,474,704 | ||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 19,400 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 19,400,000 | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,592 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||||||
Convertible shares | 955 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||||||
Payment issuance cost | $ 1,194,546 | |||||||||||||||||||||||||||||||
Legal fees | $ 25,296 | |||||||||||||||||||||||||||||||
Accrued interest | $ 481,017 | $ 481,017 | 481,017 | 481,017 | 481,017 | $ 481,017 | 481,017 | |||||||||||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 231,000 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 23,100,000 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||||||||||||
Payment issuance cost | 1,406,000 | 1,406,000 | 1,459,858 | |||||||||||||||||||||||||||||
Legal fees | 73,858 | |||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 23,100,000 | $ 15,000,000 | $ 23,100,000 | 23,100,000 | ||||||||||||||||||||||||||||
Accrued interest | 262,193 | |||||||||||||||||||||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||||||||||||||||
Payment issuance cost | 580,004 | |||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 20,000,000 | 15,000,000 | ||||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Convertible shares | 28,571,428 | |||||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 20,000 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 20,000,000 | |||||||||||||||||||||||||||||||
Security Purchase Agreement [Member] | Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Service fees | $ 525,240 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||||||||||||
Legal fees | $ 1,386,000 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Convertible shares | 46,200,000 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series I Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 23,100 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 23,100,000 | |||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | Convertible Debt Offering [Member] | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 4,775,000 | |||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | |||||||||||||||||||||||||||||||
Investment | $ 4,025,000 | |||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2019 | |||||||||||||||||||||||||||||||
Internal rate of return | The 10% Convertible Debentures were converted on August 10, 2018, as described below, where the investors received additional interest payments to provide the investor with a 20% annual internal rate of return. Upon conversion, Strome received $600,000, James C. Heckman received $200,000, and Joshua Jacobs received $5,000 in satisfaction of the 20% annual internal rate of return by issuing additional shares of the Series H Preferred Stock. | |||||||||||||||||||||||||||||||
James C. Heckman [Member] | Convertible Debt Offering [Member] | ||||||||||||||||||||||||||||||||
Investment | $ 1,000,000 | |||||||||||||||||||||||||||||||
Annual interest rate of return | $ 200,000 | |||||||||||||||||||||||||||||||
Joshua Jacobs [Member] | Convertible Debt Offering [Member] | ||||||||||||||||||||||||||||||||
Investment | $ 25,000 | |||||||||||||||||||||||||||||||
Annual interest rate of return | $ 5,000 | |||||||||||||||||||||||||||||||
Accredited Investors [Member] | Security Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 19,400 | |||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 19,399,250 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
Convertible shares | 58,787,879 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||||||
B. Riley [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 669 | |||||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||||||
B. Riley [Member] | Series H Preferred Stock [Member] | 10% OID Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 875,000 | |||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 3,285,000 | |||||||||||||||||||||||||||||||
Legal fees | $ 40,000 | |||||||||||||||||||||||||||||||
Three Accredited Investors [Member] | 10% OID Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 3,551,528 | |||||||||||||||||||||||||||||||
Interest expenses | 82,913 | |||||||||||||||||||||||||||||||
Proceeds from related parties | 8,950,000 | |||||||||||||||||||||||||||||||
John A. Fichthorn [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 100 | |||||||||||||||||||||||||||||||
Ms. Rinku Sen [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related parties | $ 39,650 | 15,521 | ||||||||||||||||||||||||||||||
Mr. Christopher Marlett [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related parties | $ 76,917 | |||||||||||||||||||||||||||||||
William Sornsin [Member] | ||||||||||||||||||||||||||||||||
Service fees | $ 10,000 | |||||||||||||||||||||||||||||||
Officers [Member] | ||||||||||||||||||||||||||||||||
Federal rate, percentage | 2.18% | 2.38% | ||||||||||||||||||||||||||||||
Notes payable outstanding | $ 319,351 | $ 680,399 | ||||||||||||||||||||||||||||||
Accrued interest | $ 5,794 | $ 12,574 | ||||||||||||||||||||||||||||||
MDB Capital Group LLC [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,200,000 | |||||||||||||||||||||||||||||||
Shares issued price, per share | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||
Stock issued during period, value | $ 3,000,000 | |||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 60,000 | |||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 60,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 2.50 | |||||||||||||||||||||||||||||||
Strome Mezzanine Fund LP [Member] | Security Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Debt description | Strome received 3,600 shares, James C. Heckman or an affiliated entity of his, received 1,200 shares, and Joshua Jacobs received 30 shares upon conversion of the 10% Convertible Debentures. | |||||||||||||||||||||||||||||||
Strome Mezzanine Fund LP [Member] | Security Purchase Agreement [Member] | January 4, 2018 & March 30, 2018 [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 1,700,000 | |||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 1,500,000 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.19 | |||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||||||||||||||
Strome Mezzanine Fund LP [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Ownership percentage | 10.00% | |||||||||||||||||||||||||||||||
Strome Mezzanine Fund LP [Member] | Convertible Debt Offering [Member] | ||||||||||||||||||||||||||||||||
Investment | $ 3,000,000 | |||||||||||||||||||||||||||||||
Annual interest rate of return | $ 600,000 | |||||||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | 12% Convertible Debenture [Member] | ||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 540,000 | |||||||||||||||||||||||||||||||
Legal fees | $ 50,000 | |||||||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | 12% Amended Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||
Legal fees | $ 150,000 | |||||||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 669 | |||||||||||||||||||||||||||||||
Shares issued price, per share | $ 1,000 | |||||||||||||||||||||||||||||||
Payment issuance cost | $ 575,000 | |||||||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 5,000 | |||||||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | Ross Levinsohns [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 500 | |||||||||||||||||||||||||||||||
Stock issued during period, value | $ 500,000 | |||||||||||||||||||||||||||||||
B. Riley Financial, Inc [Member] | 12% Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||
Legal fees | 135,000 | |||||||||||||||||||||||||||||||
Proceeds from secured note payable | $ 1,000,000 | |||||||||||||||||||||||||||||||
B. Riley Financial, Inc [Member] | 12% Amended Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||
Payments issuance for private placement | $ 2,400,000 | |||||||||||||||||||||||||||||||
Success fees | $ 3,500,000 | |||||||||||||||||||||||||||||||
Cramer Digital Inc [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 900,000 | |||||||||||||||||||||||||||||||
Annualized guaranteed payment | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||||||||||
Reimbursement of rent expense | $ 4,250 | |||||||||||||||||||||||||||||||
Cramer Digital Inc [Member] | First Option [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 2,000,000 | |||||||||||||||||||||||||||||||
Shares issued price, per share | $ 0.72 | $ 0.72 | ||||||||||||||||||||||||||||||
Option vests | 36 months | |||||||||||||||||||||||||||||||
Cramer Digital Inc [Member] | Second Option [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | 3,000,000 | |||||||||||||||||||||||||||||||
Shares issued price, per share | $ 0.54 | |||||||||||||||||||||||||||||||
Cramer Digital Inc [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||
Option vests | 12 months | |||||||||||||||||||||||||||||||
Cramer Digital Inc [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Option vests | 24 months |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue guarantee description | These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. | |||||||||||
Revenue | $ 7,586,020 | $ 5,770,283 | $ 6,273,963 | $ 1,157,917 | $ 216,356 | $ 86,685 | $ 12,044,246 | $ 303,041 | $ 19,630,266 | $ 1,460,958 | $ 53,343,310 | $ 5,700,199 |
Channel Partner Guarantees [Member] | ||||||||||||
Revenue | $ 7,111,248 | $ 1,456,928 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Liquidating Damages (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Registration Rights Damages | $ 3,127,756 | $ 2,149,156 | $ 2,149,156 | $ 1,178,956 | $ 1,178,956 |
Public Information Failure Damages | 3,936,645 | 2,925,099 | 2,925,099 | 1,950,699 | 1,870,899 |
Accrued interest | 1,016,113 | 615,483 | 615,483 | 614,630 | 597,743 |
Series I Preferred Stock [Member] | |||||
Registration Rights Damages | 1,108,800 | 970,200 | 970,200 | ||
Public Information Failure Damages | 1,039,500 | $ 970,200 | $ 970,200 | ||
Accrued interest | 262,193 | ||||
Contingent Obligations [Member] | |||||
Registration Rights Damages | 637,200 | ||||
Public Information Failure Damages | 718,800 | ||||
Accrued interest | 131,576 | ||||
Totals | 1,487,576 | ||||
Contingent Obligations [Member] | Series I Preferred Stock [Member] | |||||
Registration Rights Damages | 277,200 | ||||
Public Information Failure Damages | 346,500 | ||||
Accrued interest | 69,991 | ||||
Totals | 693,691 | ||||
Contingent Obligations [Member] | Series J Preferred Stock [Member] | |||||
Registration Rights Damages | 360,000 | ||||
Public Information Failure Damages | 360,000 | ||||
Accrued interest | 60,007 | ||||
Totals | 780,007 | ||||
12% Convertible Debenture [Member] | Contingent Obligations [Member] | |||||
Registration Rights Damages | |||||
Public Information Failure Damages | 12,300 | ||||
Accrued interest | 1,578 | ||||
Totals | $ 13,878 |
Quarterly Financial Informati_3
Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 - Summary of Quarterly and Annual Financial Information (Details) - USD ($) | Jun. 28, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents | $ 1,973,435 | $ 13,149,604 | $ 2,138,593 | $ 13,149,604 | $ 1,973,435 | $ 8,852,281 | $ 2,406,596 | |||||||
Restricted cash (see Note 2) | 620,779 | 120,749 | 120,718 | 120,749 | 620,779 | 620,809 | 120,693 | |||||||
Accounts receivable, net | 3,319,124 | 2,006,938 | 2,718,004 | 2,006,938 | 3,319,124 | 16,233,955 | ||||||||
Factor receivables | 6,130,674 | |||||||||||||
Subscription acquisition costs | 17,056 | 3,142,580 | 17,056 | |||||||||||
Royalty fees (see Note 5) | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||
Convertible preferred stock subscription receivable | 8,100,000 | 8,100,000 | ||||||||||||
Prepayments and other current assets | 2,893,870 | 718,232 | 842,393 | 718,232 | 2,893,870 | 4,310,735 | 858,323 | |||||||
Total current assets | 23,807,208 | 39,095,523 | 5,836,764 | 39,095,523 | 23,807,208 | 48,160,360 | 9,533,342 | |||||||
Advance relating to acquisition of TheStreet (see Note 3) | 16,500,000 | 16,500,000 | ||||||||||||
Operating lease right-of-use assets (see Note 7) | 1,912,932 | 724,758 | 829,155 | 724,758 | 1,912,932 | 3,980,649 | ||||||||
Property and equipment, net | 739,339 | 73,053 | 61,506 | 73,053 | 739,339 | 661,277 | 68,830 | |||||||
Platform development, net | 5,556,978 | 5,049,194 | 4,723,236 | 5,049,194 | 5,556,978 | 5,892,719 | 4,707,956 | |||||||
Royalty fees, net of current portion (see Note 5) | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 26,250,000 | |||||||||
Acquired and other intangible assets, net | 25,032,710 | 13,733,958 | 14,568,858 | 13,733,958 | 25,032,710 | 91,404,144 | 15,403,758 | |||||||
Other long-term assets | 959,469 | 92,002 | 182,238 | 92,002 | 959,469 | 1,085,287 | 119,630 | |||||||
Goodwill | 16,139,377 | 7,324,287 | 7,324,287 | 7,324,287 | 16,139,377 | 16,139,377 | 7,324,287 | |||||||
Total assets | 104,148,013 | 112,592,775 | 33,526,044 | 112,592,775 | 104,148,013 | 196,991,291 | 37,157,803 | |||||||
Accounts payable | 3,990,958 | 2,271,503 | 2,527,428 | 2,271,503 | 3,990,958 | 9,580,186 | 4,943,767 | |||||||
Accrued expenses and other | 7,247,859 | 5,228,542 | 3,279,517 | 5,228,542 | 7,247,859 | 18,686,675 | 2,382,047 | |||||||
Line of credit (see Note 13) | 1,025,494 | 1,463,598 | 897,653 | 1,463,598 | 1,025,494 | 1,048,194 | ||||||||
Liquidated damages payable | 5,689,738 | 5,689,738 | 3,744,285 | 5,689,738 | 5,689,738 | 8,080,514 | 3,647,598 | |||||||
Unearned revenue | 6,819,242 | 96,350 | 98,229 | 96,350 | 6,819,242 | 32,163,087 | 396,407 | |||||||
Warrant derivative liabilities | 1,836,894 | 1,906,005 | 1,739,930 | 1,906,005 | 1,836,894 | 1,644,200 | 1,364,235 | |||||||
Embedded derivative liabilities | 17,861,000 | 12,240,000 | 10,780,000 | 12,240,000 | 17,861,000 | 13,501,000 | 7,387,000 | |||||||
Officer promissory notes, including accrued interest (see Note 16) | 318,459 | 316,801 | 315,065 | 316,801 | 318,459 | 366,842 | ||||||||
Total current liabilities | 44,789,644 | 29,212,537 | 23,382,107 | 29,212,537 | 44,789,644 | 87,541,031 | 21,536,090 | |||||||
Unearned revenues, net of current portion | 710,119 | 252,500 | 252,500 | 252,500 | 710,119 | 31,179,211 | 252,500 | |||||||
Operating lease liabilities, net of current portion | 745,075 | 336,289 | 439,599 | 336,289 | 745,075 | 2,616,132 | ||||||||
Other long-term liability | 242,310 | 242,310 | 242,310 | 242,310 | 242,310 | 242,310 | 242,310 | |||||||
Investor liability | 875,000 | 875,000 | ||||||||||||
Deferred rent | 46,335 | |||||||||||||
Convertible debt | 11,865,866 | 10,492,770 | 9,160,861 | 10,492,770 | 11,865,866 | 12,497,765 | 7,270,939 | |||||||
Long-term debt (see Note 18) | 48,272,995 | 59,870,303 | 59,870,303 | 48,272,995 | 44,009,745 | |||||||||
Total liabilities | 107,501,009 | 100,406,709 | 33,477,377 | 100,406,709 | 107,501,009 | 178,405,545 | 29,661,731 | |||||||
Commitments and contingencies (see Note 26) | ||||||||||||||
Total mezzanine equity | 37,967,592 | 37,967,592 | 18,213,992 | 37,967,592 | 37,967,592 | 55,653,730 | 18,213,992 | |||||||
Common stock, $0.01 par value, authorized 1,000,000,000 shares: issued and outstanding | 373,532 | 369,389 | 376,861 | 369,389 | 373,532 | 371,190 | 357,685 | |||||||
Common stock to be issued | 39,383 | 39,383 | 39,383 | 39,383 | 39,383 | 39,383 | 51,272 | |||||||
Additional paid-in capital | 32,006,113 | 27,870,197 | 24,893,365 | 27,870,197 | 32,006,113 | 35,562,766 | 23,413,077 | |||||||
Accumulated deficit | (73,739,616) | (54,060,495) | (43,474,934) | (54,060,495) | (73,739,616) | (73,041,323) | (34,539,954) | |||||||
Total stockholders' (deficiency) | (41,320,588) | (25,781,526) | (18,165,325) | (25,781,526) | (41,320,588) | (37,067,984) | (10,717,920) | $ 2,983,754 | ||||||
Total liabilities, mezzanine equity and stockholders' (deficiency) | 104,148,013 | 112,592,775 | 33,526,044 | 112,592,775 | 104,148,013 | 196,991,291 | 37,157,803 | |||||||
Revenue | 7,586,020 | 5,770,283 | 6,273,963 | $ 1,157,917 | $ 216,356 | $ 86,685 | 12,044,246 | $ 303,041 | 19,630,266 | $ 1,460,958 | 53,343,310 | 5,700,199 | ||
Cost of revenue | 7,612,585 | 5,487,172 | 5,652,565 | 1,784,073 | 1,102,813 | 1,035,708 | 11,139,737 | 2,138,521 | 18,752,322 | 3,922,594 | 47,301,175 | 7,641,684 | ||
Gross profit (loss) | (26,565) | 283,111 | 621,398 | (626,156) | (886,457) | (949,023) | 904,509 | (1,835,480) | 877,944 | (2,461,636) | 6,042,135 | (1,941,485) | ||
Selling and marketing | 2,059,820 | 1,451,101 | 1,149,292 | 425,326 | 761,135 | 153,505 | 2,600,393 | 914,640 | 4,660,213 | 1,339,966 | 12,789,056 | 1,720,714 | ||
General and administrative | 7,262,496 | 5,871,015 | 4,225,253 | 2,546,369 | 2,222,187 | 2,463,771 | 10,096,268 | 4,685,958 | 17,358,764 | 7,232,328 | 29,511,204 | 10,286,997 | ||
Depreciation and amortization | 349,604 | 107,637 | 108,340 | 12,715 | 6,615 | 5,630 | 215,977 | 12,245 | 565,581 | 24,960 | 4,551,372 | 64,676 | ||
Total operating expenses | 9,671,920 | 7,429,753 | 5,482,885 | 2,984,410 | 2,989,937 | 2,622,906 | 12,912,638 | 5,612,843 | 22,584,558 | 8,597,254 | 46,851,632 | 12,072,387 | ||
Loss from operations | (9,698,485) | (7,146,642) | (4,861,487) | (3,610,566) | (3,876,394) | (3,571,929) | (12,008,129) | (7,448,323) | (21,706,614) | (11,058,890) | (40,809,497) | (14,013,872) | ||
Change in valuation of warrant derivative liabilities (see Note 15) | (666,075) | (166,075) | (375,695) | (324,485) | (541,770) | (1,207,845) | (324,485) | (1,015,151) | 964,124 | |||||
Change in valuation of embedded derivative liabilities (see Note 15) | (5,621,000) | (1,396,000) | (2,383,000) | 459,472 | 128,544 | (3,779,000) | 128,544 | (9,400,000) | 588,016 | (5,040,000) | (2,971,694) | |||
True-up termination fee | (1,344,648) | (1,344,648) | (1,344,648) | (1,344,648) | ||||||||||
Settlement of promissory notes receivable | (1,166,556) | (1,166,556) | (3,366,031) | |||||||||||
Interest expense | (3,701,310) | (1,876,054) | (1,301,208) | (1,428,463) | (123,543) | (3,177,262) | (123,543) | (6,878,572) | (1,552,006) | (10,463,570) | (2,508,874) | |||
Interest income | 7,749 | 63 | 3,171 | 2,199 | 14,384 | 3,234 | 14,384 | 10,983 | 16,583 | 13,976 | 22,262 | |||
Liquidated damages (see Note 23) | (853) | (16,887) | (2,652,798) | (15,001) | (17,740) | (15,001) | (17,740) | (2,667,798) | 728,516 | 2,940,654 | ||||
Other Income | 126 | 126 | 126 | |||||||||||
Total other expense | (9,980,636) | (3,438,919) | (4,073,493) | (5,110,631) | (1,340,264) | (7,512,412) | (1,340,264) | (17,493,048) | (6,450,894) | (17,232,999) | (12,145,644) | |||
Loss before income taxes | (19,679,121) | (10,585,561) | (8,934,980) | (8,721,197) | (5,216,658) | (3,571,929) | (19,520,541) | (8,788,587) | (39,199,662) | (17,509,784) | (58,042,496) | (26,159,516) | ||
Benefit for income taxes | 91,633 | 91,633 | (19,541,127) | (91,633) | ||||||||||
Net loss | (19,679,121) | (10,585,561) | (8,934,980) | (8,629,564) | (5,216,658) | (3,571,929) | (19,520,541) | (8,788,587) | (39,199,662) | (17,418,151) | (38,501,369) | (26,067,883) | ||
Deemed dividend on Series H convertible preferred stock | (18,045,496) | (18,045,496) | 18,045,496 | |||||||||||
Net loss attributable to common shareholders | $ (19,679,121) | $ (10,585,561) | $ (8,934,980) | $ (26,675,060) | $ (5,216,658) | $ (3,571,929) | $ (19,520,541) | $ (8,788,587) | $ (39,199,662) | $ (35,463,647) | $ (38,501,369) | $ (44,113,379) | ||
Basic and diluted net loss per common share | $ (0.54) | $ (0.30) | $ (0.26) | $ (0.96) | $ (0.21) | $ (0.16) | $ (0.55) | $ (0.36) | $ (1.10) | $ (1.40) | $ (1.04) | $ (1.69) | ||
Weighted average number of shares outstanding - basic and diluted | 36,240,837 | 35,556,188 | 34,837,518 | 27,835,555 | 25,290,190 | 22,934,369 | 35,208,771 | 24,258,944 | 35,562,878 | 25,382,551 | 37,080,784 | 26,128,796 | ||
Depreciation of property and equipment | $ 10,940 | $ 355,142 | $ 21,177 | $ 12,243 | $ 125,188 | $ 19,341 | $ 276,791 | $ 28,857 | ||||||
Amortization of platform development and intangible assets | 1,422,370 | 2,881,089 | 782,717 | 4,750,465 | 1,418,223 | 10,466,546 | 2,430,867 | |||||||
Amortization of debt discounts | 686,044 | 1,580,796 | 86,121 | 3,060,772 | 373,663 | 4,545,675 | 601,840 | |||||||
Change in valuation of warrant derivative liabilities | $ 666,075 | $ 166,075 | 375,695 | $ 324,485 | 541,770 | 1,207,845 | 324,485 | 1,015,151 | (964,124) | |||||
Change in valuation of embedded derivative liabilities | 5,621,000 | 1,396,000 | 2,383,000 | (459,472) | (128,544) | 3,779,000 | (128,544) | 9,400,000 | (588,016) | 5,040,000 | 2,971,694 | |||
True-up termination fee | 1,344,648 | 1,344,648 | 1,344,648 | 1,344,648 | ||||||||||
Settlement of promissory notes receivable | 1,166,556 | 1,166,556 | 3,366,031 | |||||||||||
Loss on extinguishment of debt | 1,099,165 | 1,350,337 | ||||||||||||
Accrued interest | 405,186 | 907,582 | 26,841 | 2,439,798 | 3,065,633 | 193,416 | ||||||||
Liquidated damages | 16,887 | 17,740 | 15,001 | 17,740 | 2,667,798 | 728,516 | 2,940,654 | |||||||
Stock-based compensation | 1,319,627 | 1,350,892 | 3,959,925 | 2,191,132 | 6,951,074 | 3,416,110 | 10,364,787 | 4,340,824 | ||||||
Deferred income taxes | (91,633) | (19,541,127) | (91,633) | |||||||||||
Other | (29,911) | (6,812) | 10,159 | 14,793 | ||||||||||
Accounts receivable | 9,573,255 | (20,469) | 10,261,222 | (154,938) | 10,513,462 | (491,644) | 1,685,948 | |||||||
Factor receivables | (6,130,674) | (6,130,674) | (6,130,674) | (6,130,674) | (1,384,333) | |||||||||
Subscription acquisition costs | (3,808) | 17,056 | 17,056 | (5,191) | (5,008,080) | (2,909) | ||||||||
Prepaid royalty fees | (45,000,000) | (45,000,000) | (41,250,000) | |||||||||||
Prepayments and other current assets | 15,930 | (378,506) | 140,091 | (115,935) | (285,199) | (101,603) | (1,702,064) | (424,373) | ||||||
Other long-term assets | (62,608) | 27,628 | (150,327) | (276,145) | (22,992) | |||||||||
Accounts payable | (2,416,339) | 310,018 | (2,672,264) | 383,024 | (2,266,032) | 467,083 | 3,323,196 | 1,629,094 | ||||||
Accrued expenses | 460,775 | 163,891 | 2,414,501 | 253,209 | 1,314,037 | 81,689 | 11,986,442 | (129,535) | ||||||
Unearned revenue | (298,178) | 5,711 | (300,057) | (7,674) | 638,119 | 11,537 | 9,201,586 | 104,134 | ||||||
Operating lease liabilities | 804 | (2,810) | (164,420) | (226,724) | ||||||||||
Deferred rent | (14,384) | 17,245 | 30,179 | |||||||||||
Net cash used in operating activities | (1,202,177) | (1,789,058) | (47,083,581) | (4,104,967) | (52,745,965) | (6,288,695) | (56,954,306) | (7,417,680) | ||||||
Purchases of property and equipment | (3,616) | (7,848) | (25,400) | (25,292) | (77,222) | (29,259) | (150,763) | (31,625) | ||||||
Capitalized platform development | (434,802) | (553,161) | (980,257) | (1,132,339) | (1,744,340) | (1,660,331) | (2,537,402) | (2,156,015) | ||||||
Payments of promissory notes receivable, net of advances for acquisition of business | (1,000,000) | (1,000,000) | (3,695,054) | (3,366,031) | ||||||||||
Advance related to pending acquisition of TheStreet, Inc. | (16,500,000) | |||||||||||||
Payments for acquisition of businesses, net of cash | (5,000,000) | (16,000,000) | (9,032,596) | (16,331,026) | (18,035,356) | |||||||||
Net cash used in investing activities | (438,418) | (1,561,009) | (17,505,657) | (7,157,631) | (17,821,562) | (14,417,240) | (19,019,191) | (23,589,027) | ||||||
Proceeds from issuance of debt | 68,000,000 | 71,000,000 | 71,000,000 | |||||||||||
Repayments of long-term debt | (4,640,000) | (17,307,364) | (17,307,364) | |||||||||||
Payment of debt issuance costs | (10,000) | (3,595,000) | (7,162,382) | (7,162,382) | ||||||||||
Proceeds from 8% promissory notes | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Payment of 8% promissory notes | (1,351,334) | (1,372,320) | ||||||||||||
Proceeds from 10% convertible debentures | 4,775,000 | 4,775,000 | 4,775,000 | |||||||||||
Proceeds from 12% convertible debentures | 1,900,000 | 2,000,000 | 2,000,000 | 2,000,000 | 8,950,000 | |||||||||
Investor liability related to proceeds received in advance of issuance of Series J convertible preferred stock | 875,000 | |||||||||||||
Proceeds from private placement of common stock | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||
Borrowings (repayments) under line of credit | (150,541) | 415,404 | (22,700) | |||||||||||
Payment for taxes related to repurchase of restricted common stock | (75,260) | (75,260) | (256,058) | |||||||||||
Proceeds from officer promissory notes | 797,982 | 1,009,447 | 1,009,447 | |||||||||||
Repayment of officer promissory notes | (366,842) | (366,842) | (63,446) | (366,842) | (49,911) | (366,842) | (341,622) | |||||||
Net cash provided by financing activities | 1,372,617 | 1,250,000 | 75,332,302 | 7,759,536 | 70,634,452 | 18,948,698 | 82,919,298 | 29,914,747 | ||||||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (267,978) | (2,100,067) | 10,743,064 | (3,503,062) | 66,925 | (1,757,237) | 6,945,801 | (1,091,960) | ||||||
Cash, cash equivalents, and restricted cash - beginning of year | 13,270,353 | 2,259,311 | 2,527,289 | 116,187 | 1,519,182 | 3,619,249 | 2,527,289 | 3,619,249 | 2,527,289 | 3,619,249 | 2,527,289 | 3,619,249 | ||
Cash, cash equivalents, and restricted cash - end of year | 2,594,214 | 13,270,353 | 2,259,311 | $ 1,862,012 | $ 116,187 | 1,519,182 | 13,270,353 | 116,187 | 2,594,214 | 1,862,012 | 9,473,090 | 2,527,289 | ||
Cash paid for interest | 209,978 | 731,126 | 449 | 1,383,644 | 23,575 | 2,852,262 | 39,373 | |||||||
Cash paid for income taxes | ||||||||||||||
Reclassification of stock-based compensation to platform development | 167,948 | 907,978 | 572,270 | 1,146,396 | 985,994 | 1,508,889 | 1,307,390 | 1,850,384 | ||||||
Discount on 8% promissory notes allocated to warrant derivative liabilities | 760,499 | 760,499 | 600,986 | |||||||||||
Discount on 10% original issue discount senior convertible debentures allocated to warrant derivative liabilities | 2,088,380 | 471,002 | 382,725 | |||||||||||
Discount on 12% senior convertible debentures allocated to embedded derivative liabilities | 1,010,000 | 1,074,000 | 1,074,000 | 1,074,000 | 4,760,000 | |||||||||
Exercise of warrants for issuance common shares | 735,186 | 735,186 | ||||||||||||
Liquidated damages liability recorded against cash proceeds for 12% senior convertible debentures | 79,800 | 84,000 | 84,000 | 84,000 | 706,944 | |||||||||
Aggregate exercise price of common stock options exercised on cashless basis | 21,250 | 21,250 | 21,250 | |||||||||||
Aggregate exercise price of common stock warrants exercised on cashless basis | 168,423 | 168,423 | 168,423 | |||||||||||
Reclassification of investor demand payable to stockholders' equity | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Fair value of common stock issued for private placement fees | 150,000 | 150,000 | 150,000 | |||||||||||
Deemed dividend on Series H convertible preferred stock | 18,045,496 | 18,045,496 | ||||||||||||
Assumption of liabilities and debt in connection with merger of Say Media | 851,114 | 7,629,705 | ||||||||||||
Issuance of Series H convertible preferred stock for private placement fees | 669,250 | 669,250 | ||||||||||||
Accrual of stock issuance costs | 381,895 | |||||||||||||
Series G Redeemable and Convertible Preferred Stock [Member] | ||||||||||||||
Total mezzanine equity | 168,496 | 168,496 | 168,496 | 168,496 | 168,496 | 168,496 | 168,496 | |||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||||
Total mezzanine equity | 18,045,496 | 18,045,496 | 18,045,496 | 18,045,496 | 18,045,496 | 18,045,496 | 18,045,496 | |||||||
Proceeds from issuance of convertible preferred stock | 12,474,704 | 12,474,704 | ||||||||||||
Payment of issuance costs of convertible preferred stock | (159,208) | (159,208) | ||||||||||||
Series I Convertible Preferred Stock [Member] | ||||||||||||||
Total mezzanine equity | $ 19,753,600 | $ 19,753,600 | 19,753,600 | 19,753,600 | 19,699,742 | |||||||||
Series I Preferred Stock [Member] | ||||||||||||||
Liquidated damages payable | 2,410,493 | |||||||||||||
Proceeds from issuance of convertible preferred stock | $ 23,100,000 | 15,000,000 | 23,100,000 | 23,100,000 | ||||||||||
Payment of issuance costs of convertible preferred stock | (1,406,000) | (1,406,000) | (1,459,858) | |||||||||||
Liquidated damages liability recorded against cash proceeds for Series I convertible preferred stock | 1,940,400 | 1,940,400 | $ 1,940,400 | |||||||||||
Series I convertible preferred stock subscription receivable | $ 8,100,000 |
Quarterly Financial Informati_4
Quarterly Financial Information for Fiscal 2019 and Fiscal 2018 - Summary of Quarterly and Annual Financial Information (Details) (Parenthetical) - USD ($) | Aug. 27, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 14, 2019 | Jun. 10, 2019 | Jun. 15, 2018 | Dec. 31, 2017 | |||
Common stock, shares issued | 37,353,258 | 36,938,927 | 37,686,173 | 36,938,927 | 37,353,258 | 37,119,117 | 35,768,619 | |||||||||||||
Common stock, shares outstanding | 37,353,258 | 36,938,927 | 37,686,173 | 36,938,927 | 37,353,258 | 37,119,117 | 35,768,619 | |||||||||||||
Amortization included in cost of revenues | $ 1,623,783 | $ 1,361,319 | $ 1,324,970 | $ 629,888 | $ 433,204 | $ 349,512 | $ 2,686,289 | $ 782,716 | $ 4,310,072 | $ 1,412,604 | $ 6,191,965 | $ 2,395,048 | ||||||||
Accounts receivable, net | 3,319,124 | 2,006,938 | 2,718,004 | 2,006,938 | 3,319,124 | 16,233,955 | ||||||||||||||
Factor receivables | 6,130,674 | |||||||||||||||||||
Subscription acquisition costs (short-term contract assets) | 3,142,580 | 17,056 | ||||||||||||||||||
Unearned revenues (short-term contract liabilities) | 6,819,242 | 96,350 | 98,229 | 96,350 | 6,819,242 | 32,163,087 | 396,407 | |||||||||||||
Unearned revenues (long-term contract liabilities) | 252,500 | 252,500 | 252,500 | 252,500 | 252,500 | 31,179,211 | 252,500 | |||||||||||||
Prepaid expenses | 2,078,487 | 670,959 | 742,165 | 670,959 | 2,078,487 | 3,370,757 | 637,281 | |||||||||||||
Prepaid software license | 2,722 | 51,930 | 2,722 | 89,822 | 85,936 | |||||||||||||||
Prepaid taxes | 733,553 | 733,553 | ||||||||||||||||||
Security deposits | 74,418 | 47,273 | 48,298 | 47,273 | 74,418 | 96,135 | 25,812 | |||||||||||||
Other receivables | 4,690 | 4,690 | 20,468 | 109,294 | ||||||||||||||||
Prepayments and other current assets | 2,893,870 | 718,232 | 842,393 | 718,232 | 2,893,870 | 4,310,735 | 858,323 | |||||||||||||
Platform development, beginning balance | 8,386,427 | 7,436,650 | 6,833,900 | 3,145,308 | 6,833,900 | 3,145,308 | 6,833,900 | 3,145,308 | 6,833,900 | 3,145,308 | ||||||||||
Other costs | 69,052 | |||||||||||||||||||
Payroll, employee benefits and related expenses | 434,802 | 980,257 | 1,744,340 | 2,086,963 | ||||||||||||||||
Stock-based compensation | 167,948 | 572,270 | 985,994 | 1,850,384 | ||||||||||||||||
Disposition | (317,807) | |||||||||||||||||||
Platform development, ending balance | 9,564,234 | 8,386,427 | 7,436,650 | 8,386,427 | 9,564,234 | 6,833,900 | ||||||||||||||
Less accumulated amortization | (4,007,256) | (3,337,233) | (2,713,414) | (3,337,233) | (4,007,256) | (2,125,944) | ||||||||||||||
Net platform development | 5,556,978 | 5,049,194 | 4,723,236 | 5,049,194 | 5,556,978 | 5,892,719 | 4,707,956 | |||||||||||||
Intangible assets, gross | 28,496,104 | 15,998,000 | 15,998,000 | 15,998,000 | 28,496,104 | 99,804,903 | 15,998,000 | |||||||||||||
Intangible assets, accumulated amortization | (3,463,394) | (2,264,042) | (1,429,142) | (2,264,042) | (3,463,394) | (8,400,759) | (594,242) | |||||||||||||
Intangible assets, net | 25,032,710 | 13,733,958 | 14,568,858 | 13,733,958 | 25,032,710 | 91,404,144 | 15,403,758 | |||||||||||||
Goodwill acquired in acquisition of HubPages | 1,857,663 | 1,857,663 | 1,857,663 | 1,857,663 | ||||||||||||||||
Goodwill acquired in acquisition of Say Media | 5,466,624 | 5,466,624 | 5,466,624 | 5,466,624 | ||||||||||||||||
Goodwill acquired in acquisition of TheStreet | 8,815,090 | 8,815,090 | ||||||||||||||||||
Goodwill | 16,139,377 | 7,324,287 | 7,324,287 | 7,324,287 | 16,139,377 | 16,139,377 | 7,324,287 | |||||||||||||
General accrued expenses | 1,959,800 | 2,029,076 | 216,618 | 2,029,076 | 1,959,800 | 7,665,518 | 451,530 | |||||||||||||
Accrued payroll and related taxes | 556,531 | 839,664 | 728,211 | 839,664 | 556,531 | 968,782 | 584,550 | |||||||||||||
Accrued publisher expenses | 1,544,114 | 1,330,102 | 1,320,890 | 1,330,102 | 1,544,114 | 1,550,669 | 644,299 | |||||||||||||
Sales tax liability | 479,204 | 479,204 | 801,930 | |||||||||||||||||
Customer rebate | 489,466 | 489,466 | 489,466 | 489,466 | 489,466 | 489,466 | 489,466 | |||||||||||||
Other accrued expense | 149,626 | 88,051 | 67,448 | 88,051 | 149,626 | 305,102 | 212,202 | |||||||||||||
Total accrued expenses | 7,247,859 | 5,228,542 | 3,279,517 | 5,228,542 | 7,247,859 | 18,686,675 | 2,382,047 | |||||||||||||
Registration Rights damages | 2,149,156 | 2,149,156 | 1,178,956 | 2,149,156 | 2,149,156 | 3,127,756 | 1,178,956 | |||||||||||||
Public Information Failure Damages | 2,925,099 | 2,925,099 | 1,950,699 | 2,925,099 | 2,925,099 | 3,936,645 | 1,870,899 | |||||||||||||
Accrued interest | 615,483 | 615,483 | 614,630 | 615,483 | 615,483 | 1,016,113 | 597,743 | |||||||||||||
Liquidated damages payable | 5,689,738 | 5,689,738 | 3,744,285 | 5,689,738 | 5,689,738 | 8,080,514 | 3,647,598 | |||||||||||||
Change in valuation of warrant derivative liabilities | (1,015,151) | 964,124 | ||||||||||||||||||
Change in fair value of embedded derivative liabilities | (5,621,000) | (1,396,000) | (2,383,000) | 459,472 | 128,544 | (3,779,000) | 128,544 | (9,400,000) | 588,016 | (5,040,000) | (2,971,694) | |||||||||
Embedded derivative liabilities | 17,861,000 | 12,240,000 | 10,780,000 | 12,240,000 | 17,861,000 | 13,501,000 | 7,387,000 | |||||||||||||
Minimum lease payments | 3,017,595 | 873,060 | 1,003,118 | 873,060 | 3,017,595 | 6,132,252 | ||||||||||||||
Less imputed interest | (203,402) | (84,588) | (106,635) | (84,588) | (203,402) | (1,312,646) | ||||||||||||||
Share-based compensation before capitalized | 1,319,627 | 2,640,298 | 2,991,149 | 4,143,957 | ||||||||||||||||
Capitalized platform development | 167,948 | 404,322 | 413,724 | 1,850,384 | ||||||||||||||||
Share-based compensation after capitalized | 1,487,575 | 3,044,620 | 3,404,873 | 5,994,341 | ||||||||||||||||
Revenue | 7,586,020 | 5,770,283 | 6,273,963 | 1,157,917 | 216,356 | 86,685 | 12,044,246 | 303,041 | 19,630,266 | 1,460,958 | 53,343,310 | 5,700,199 | ||||||||
Amortization of debt discount | 686,044 | 1,580,796 | 86,121 | 3,060,772 | 373,663 | 4,545,675 | 601,840 | |||||||||||||
Accrued interest | 3,065,633 | 180,842 | ||||||||||||||||||
Accretion of original issue discount | 69,596 | |||||||||||||||||||
Loss on extinguishment of debt | 1,099,165 | 1,350,337 | ||||||||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,096,860) | |||||||||||||||||||
Write off unamortized debt discount upon extinguishment of debt | 1,269,916 | |||||||||||||||||||
Interest expenses, gross | 3,641,241 | 1,713,172 | 1,089,722 | 9,964,195 | 2,396,657 | |||||||||||||||
Accrued interest on Officer Promissory Notes | 1,658 | 1,736 | 2,491 | 6,777 | 12,574 | |||||||||||||||
Other interest | 58,411 | 161,146 | 208,995 | 499,375 | 99,643 | |||||||||||||||
Total | 3,701,310 | 1,876,054 | 1,301,208 | $ 1,428,463 | $ 123,543 | 3,177,262 | $ 123,543 | 6,878,572 | $ 1,552,006 | 10,463,570 | 2,508,874 | |||||||||
United States [Member] | ||||||||||||||||||||
Revenue | 7,386,753 | 5,770,283 | 6,273,963 | 52,611,255 | 5,700,199 | |||||||||||||||
Other [Member] | ||||||||||||||||||||
Revenue | 199,267 | 732,055 | ||||||||||||||||||
Cost of Revenues [Member] | ||||||||||||||||||||
Share-based compensation before capitalized | 69,072 | 171,258 | 285,253 | 159,205 | ||||||||||||||||
Selling and Marketing [Member] | ||||||||||||||||||||
Share-based compensation before capitalized | 108,284 | 171,336 | 221,843 | 76,451 | ||||||||||||||||
General and Administrative [Member] | ||||||||||||||||||||
Share-based compensation before capitalized | 1,142,272 | 2,297,704 | 2,484,053 | 3,908,301 | ||||||||||||||||
At Point in Time [Member] | ||||||||||||||||||||
Revenue | 5,694,318 | 5,714,262 | 6,222,050 | 5,614,953 | ||||||||||||||||
Over Time [Member] | ||||||||||||||||||||
Revenue | 1,891,702 | 56,021 | 51,913 | 85,246 | ||||||||||||||||
Level 3 [Member] | ||||||||||||||||||||
Warrants issued | 1,836,894 | 1,906,005 | 1,739,930 | 1,906,005 | 1,836,894 | 1,364,235 | ||||||||||||||
Level 3 [Member] | L2 Warrants [Member] | ||||||||||||||||||||
Change in valuation of warrant derivative liabilities | 134,200 | (9,591) | (61,746) | (182,772) | ||||||||||||||||
Level 3 [Member] | L2 Warrants [Member] | June 11, 2018 [Member] | ||||||||||||||||||||
Warrants issued | 312,837 | 312,837 | 312,837 | 312,837 | 312,837 | 312,837 | ||||||||||||||
Level 3 [Member] | L2 Warrants [Member] | June 15, 2018 [Member] | ||||||||||||||||||||
Warrants issued | 288,149 | 288,149 | 288,149 | 288,149 | 288,149 | 288,149 | ||||||||||||||
Level 3 [Member] | Strome Warrants [Member] | ||||||||||||||||||||
Change in valuation of warrant derivative liabilities | (184,129) | (513,213) | (586,533) | (756,677) | ||||||||||||||||
Level 3 [Member] | Strome Warrants [Member] | June 15, 2018 [Member] | ||||||||||||||||||||
Warrants issued | 1,344,648 | 1,344,648 | 1,344,648 | 1,344,648 | 1,344,648 | 1,344,648 | ||||||||||||||
Level 3 [Member] | B. Riley Warrants [Member] | ||||||||||||||||||||
Change in valuation of warrant derivative liabilities | 293,650 | 100,450 | 59,850 | (24,675) | ||||||||||||||||
Level 3 [Member] | B. Riley Warrants [Member] | October 18, 2018 [Member] | ||||||||||||||||||||
Warrants issued | 382,725 | 382,725 | 382,725 | 382,725 | 382,725 | 382,725 | ||||||||||||||
Level 3 [Member] | Exercise of L2 Warrants [Member] | September 10, 2019 [Member] | ||||||||||||||||||||
Exercise of warrants | (735,186) | (735,186) | ||||||||||||||||||
12% Convertible Debentures [Member] | ||||||||||||||||||||
Registration Rights damages | ||||||||||||||||||||
Public Information Failure Damages | 790,944 | 790,944 | 786,744 | 790,944 | 790,944 | 893,190 | 706,944 | |||||||||||||
Accrued interest | 134,466 | 134,466 | 133,613 | 134,466 | 134,466 | 132,888 | 116,726 | |||||||||||||
Liquidated damages payable | 1,026,078 | 823,670 | ||||||||||||||||||
Principal amount of debt | 11,654,000 | 11,654,000 | 11,554,000 | 11,654,000 | 11,654,000 | 9,540,000 | ||||||||||||||
Less issuance costs | (704,000) | (704,000) | (704,000) | (704,000) | (704,000) | (590,000) | ||||||||||||||
Net cash proceeds received | 10,950,000 | 10,950,000 | 10,850,000 | 8,950,000 | ||||||||||||||||
Principal amount of debt (excluding original issue discount) | 11,654,000 | 11,654,000 | 11,554,000 | 11,654,000 | 11,654,000 | 9,540,000 | ||||||||||||||
Add conversion of debt from 10% OID Convertible Debentures | 3,551,528 | 3,551,528 | 3,551,528 | 3,551,528 | ||||||||||||||||
Add: accrued interest | 1,429,527 | 945,011 | 486,591 | 82,913 | ||||||||||||||||
Principal amount of debt including accrued interest | 16,635,055 | 16,150,539 | 15,592,119 | 13,174,441 | ||||||||||||||||
Debt discount: Allocated embedded derivative liabilities | (5,834,000) | (5,834,000) | (5,770,000) | (4,760,000) | ||||||||||||||||
Debt discount: Liquidated Damages recognized upon issuance | (790,944) | (790,944) | (786,744) | (706,944) | ||||||||||||||||
Debt discount: Issuance costs | (714,000) | (714,000) | (714,000) | (714,000) | (714,000) | (590,000) | ||||||||||||||
Subtotal debt discount | (7,338,944) | (7,338,944) | (7,270,744) | (7,338,944) | (7,338,944) | (6,056,944) | ||||||||||||||
Less amortization of debt discount | 2,569,755 | 1,681,175 | 839,486 | 1,681,175 | 2,569,755 | 153,442 | ||||||||||||||
Unamortized debt discount | (4,769,189) | (5,657,769) | (6,431,258) | (5,657,769) | (4,769,189) | (5,903,502) | ||||||||||||||
Carrying value | $ 11,865,866 | $ 10,492,770 | $ 9,160,861 | 10,492,770 | 11,865,866 | $ 7,270,939 | ||||||||||||||
Debt conversion percentage | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||
Amortization of debt discount | $ 888,580 | $ 841,689 | $ 686,044 | $ 153,442 | ||||||||||||||||
Accrued interest | 484,516 | 458,420 | 403,678 | 82,913 | ||||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | ||||||||||||||||||||
Change in fair value of embedded derivative liabilities | 12,027,000 | 5,010,000 | 2,627,000 | |||||||||||||||||
Embedded derivative liabilities | 17,861,000 | 12,240,000 | 10,780,000 | 12,240,000 | 17,861,000 | 7,387,000 | ||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | December 12, 2018 [Member] | ||||||||||||||||||||
Fair value of embedded derivative liabilities | 4,760,000 | 4,760,000 | 4,760,000 | 4,760,000 | 4,760,000 | 4,760,000 | ||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | March 18, 2019 [Member] | ||||||||||||||||||||
Fair value of embedded derivative liabilities | 822,000 | 822,000 | 822,000 | 822,000 | 822,000 | |||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | March 27, 2019 [Member] | ||||||||||||||||||||
Fair value of embedded derivative liabilities | 188,000 | 188,000 | 188,000 | 188,000 | 188,000 | |||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | April 8, 2019 [Member] | ||||||||||||||||||||
Fair value of embedded derivative liabilities | 64,000 | 64,000 | 64,000 | 64,000 | ||||||||||||||||
8% Promissory Notes, 10% Convertible Debentures and 10% OID Convertible Debentures [Member] | ||||||||||||||||||||
Amortization of debt discount | 448,398 | |||||||||||||||||||
Loss on extinguishment of debt | 1,350,337 | |||||||||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (1,096,860) | |||||||||||||||||||
Write off unamortized debt discount upon extinguishment of debt | 1,269,916 | |||||||||||||||||||
10% Convertible Debentures and 10% OID Convertible Debentures [Member] | ||||||||||||||||||||
Accrued interest | 97,929 | |||||||||||||||||||
8% Promissory Notes and 10% OID Convertible Debentures [Member] | ||||||||||||||||||||
Accretion of original issue discount | $ 69,596 | |||||||||||||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||
Accrued interest | 1,082,642 | |||||||||||||||||||
Principal amount of debt | $ 3,000,000 | 71,000,000 | $ 48,000,000 | $ 20,000,000 | ||||||||||||||||
Net cash proceeds received | $ 3,000,000 | |||||||||||||||||||
Unamortized debt discount | (5,911,600) | |||||||||||||||||||
Debt conversion percentage | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||
Amortization of debt discount | $ 591,398 | $ 53,063 | 1,240,782 | |||||||||||||||||
Accrued interest | 1,676,747 | 360,000 | 1,228,709 | |||||||||||||||||
Total | 4,821,395 | |||||||||||||||||||
8% Promissory Notes [Member] | ||||||||||||||||||||
Debt conversion percentage | 8.00% | |||||||||||||||||||
10% Convertible Debenture [Member] | ||||||||||||||||||||
Debt conversion percentage | 10.00% | |||||||||||||||||||
10% OID Convertible Debentures [Member] | ||||||||||||||||||||
Debt conversion percentage | 10.00% | |||||||||||||||||||
Amortization of debt discount | $ 68,637 | |||||||||||||||||||
Accrued interest | 28,009 | |||||||||||||||||||
Accretion of original issue discount | 25,463 | |||||||||||||||||||
Loss on extinguishment of debt | 173,056 | |||||||||||||||||||
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument | (25,000) | |||||||||||||||||||
Write off unamortized debt discount upon extinguishment of debt | 403,088 | |||||||||||||||||||
Interest expenses, gross | 673,253 | |||||||||||||||||||
MDB Common Stock to Be Issued [Member] | ||||||||||||||||||||
Registration Rights damages | 15,001 | 15,001 | 15,001 | 15,001 | 15,001 | 15,001 | [1] | 15,001 | [1] | |||||||||||
Public Information Failure Damages | ||||||||||||||||||||
Accrued interest | ||||||||||||||||||||
Liquidated damages payable | [1] | 15,001 | 15,001 | |||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||
Registration Rights damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | |||||||||||||
Public Information Failure Damages | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | 1,163,955 | |||||||||||||
Accrued interest | 481,017 | 481,017 | 481,017 | 481,017 | 481,017 | 481,017 | 481,017 | |||||||||||||
Liquidated damages payable | 2,808,927 | 2,808,927 | ||||||||||||||||||
Principal amount of debt | $ 5,730,000 | |||||||||||||||||||
Add conversion of debt from 10% OID Convertible Debentures | $ 955,000 | |||||||||||||||||||
Debt conversion percentage | 10.00% | |||||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||||
Registration Rights damages | 970,200 | 970,200 | 970,200 | 970,200 | 1,108,800 | |||||||||||||||
Public Information Failure Damages | 970,200 | 970,200 | 970,200 | 970,200 | 1,039,500 | |||||||||||||||
Accrued interest | 262,193 | |||||||||||||||||||
Liquidated damages payable | 2,410,493 | |||||||||||||||||||
12% Convertible Debentures [Member] | Level 3 [Member] | ||||||||||||||||||||
Change in fair value of embedded derivative liabilities | 6,406,000 | |||||||||||||||||||
Developed Technology [Member] | ||||||||||||||||||||
Intangible assets, gross | 19,138,104 | 1,475,000 | 14,750,000 | 1,475,000 | 19,138,104 | 14,750,000 | ||||||||||||||
Noncompete Agreement [Member] | ||||||||||||||||||||
Intangible assets, gross | 480,000 | 480,000 | 480,000 | 480,000 | 480,000 | 480,000 | ||||||||||||||
Trade Name [Member] | ||||||||||||||||||||
Intangible assets, gross | 3,328,000 | 748,000 | 748,000 | 748,000 | 3,328,000 | 748,000 | ||||||||||||||
Subscriber Relationships [Member] | ||||||||||||||||||||
Intangible assets, gross | 2,150,000 | 2,150,000 | ||||||||||||||||||
Advertising Relationships [Member] | ||||||||||||||||||||
Intangible assets, gross | 2,240,000 | 2,240,000 | ||||||||||||||||||
Database [Member] | ||||||||||||||||||||
Intangible assets, gross | 1,140,000 | 1,140,000 | ||||||||||||||||||
Website Domain Name [Member] | ||||||||||||||||||||
Intangible assets, gross | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||
Advertising [Member] | ||||||||||||||||||||
Accounts receivable, net | 2,736,060 | 1,961,793 | 2,683,958 | 1,961,793 | 2,736,060 | 13,636,240 | ||||||||||||||
Factor receivables | 6,130,674 | |||||||||||||||||||
Subscription acquisition costs (short-term contract assets) | ||||||||||||||||||||
Unearned revenues (short-term contract liabilities) | 325,863 | |||||||||||||||||||
Unearned revenues (long-term contract liabilities) | 252,500 | 252,500 | 252,500 | 252,500 | 252,500 | 252,500 | ||||||||||||||
Revenue | 5,456,555 | 5,670,712 | 6,137,354 | 35,918,370 | 5,614,953 | |||||||||||||||
Other [Member] | ||||||||||||||||||||
Accounts receivable, net | 583,064 | 45,145 | 34,046 | 45,145 | 583,064 | |||||||||||||||
Digital Subscriptions [Member] | ||||||||||||||||||||
Accounts receivable, net | ||||||||||||||||||||
Factor receivables | ||||||||||||||||||||
Subscription acquisition costs (short-term contract assets) | 17,056 | 17,056 | ||||||||||||||||||
Unearned revenues (short-term contract liabilities) | 6,819,242 | 96,350 | 98,229 | 96,350 | 6,819,242 | 8,634,939 | 70,544 | |||||||||||||
Unearned revenues (long-term contract liabilities) | 457,619 | 457,619 | 478,557 | |||||||||||||||||
Revenue | 1,891,702 | 56,021 | 51,913 | 6,855,038 | 85,246 | |||||||||||||||
Other [Member] | ||||||||||||||||||||
Accounts receivable, net | 2,411,779 | |||||||||||||||||||
Factor receivables | ||||||||||||||||||||
Subscription acquisition costs (short-term contract assets) | ||||||||||||||||||||
Unearned revenues (short-term contract liabilities) | ||||||||||||||||||||
Unearned revenues (long-term contract liabilities) | 222,500 | |||||||||||||||||||
Revenue | 237,763 | 43,550 | 84,696 | 1,523,429 | ||||||||||||||||
Operating Lease Liability [Member] | ||||||||||||||||||||
Operating lease liabilities | 2,069,118 | 452,183 | 456,884 | 452,183 | 2,069,118 | |||||||||||||||
Present value of operating lease liabilities | 2,814,193 | 788,472 | 896,483 | 788,472 | 2,814,193 | $ 4,819,606 | ||||||||||||||
Current portion included in accrued expenses and other (lease liabilities) | 2,069,118 | 452,183 | 456,884 | 452,183 | 2,069,118 | |||||||||||||||
Long-term portion of operating lease liabilities | $ 745,075 | $ 336,289 | $ 439,599 | $ 336,289 | $ 745,075 | |||||||||||||||
[1] | Consists of shares of common stock issuable to MDB Capital Group, LLC ("MDB"). |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 18, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 15, 2020$ / sharesshares | Oct. 31, 2020USD ($)$ / sharesshares | Oct. 23, 2020USD ($)shares | Sep. 04, 2020USD ($)$ / sharesshares | Aug. 20, 2020USD ($)$ / sharesshares | Apr. 06, 2020USD ($) | Mar. 25, 2020USD ($) | Mar. 24, 2020USD ($) | Mar. 09, 2020USD ($)shares | Mar. 01, 2020USD ($) | Feb. 27, 2020 | Feb. 19, 2020USD ($) | Feb. 06, 2020USD ($) | Jan. 14, 2020USD ($)ft² | Jan. 02, 2020shares | Oct. 07, 2019USD ($)$ / sharesshares | Aug. 27, 2019USD ($) | Jun. 28, 2019USD ($)$ / sharesshares | Apr. 08, 2019USD ($)shares | Mar. 27, 2019USD ($)shares | Mar. 18, 2019USD ($)shares | Dec. 12, 2018USD ($)$ / sharesshares | Aug. 10, 2018$ / sharesshares | Jun. 15, 2018USD ($)$ / shares | Oct. 31, 2017shares | Aug. 31, 2017shares | Nov. 30, 2001shares | Nov. 11, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 18, 2020shares | Dec. 17, 2020shares | Oct. 26, 2020shares | Oct. 22, 2020shares | Apr. 03, 2020shares | Oct. 04, 2019shares | Aug. 03, 2019$ / shares | Jun. 14, 2019USD ($) | Jun. 10, 2019USD ($) | Dec. 20, 2017$ / sharesshares |
Number of Shares Common stock options, Granted | shares | 8,187,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 307,475 | 12,209,677 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.20 | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Minimum lease payments | $ 1,003,118 | $ 873,060 | $ 3,017,595 | $ 6,132,252 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes | $ 1,000,000 | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 614,630 | 615,483 | 615,483 | $ 1,016,113 | $ 597,743 | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorized | shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash fee paid | $ 575,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 19,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 5,730,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | shares | 955 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 25,296 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | 19,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 481,017 | $ 481,017 | $ 481,017 | $ 481,017 | $ 481,017 | |||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 58,787,879 | |||||||||||||||||||||||||||||||||||||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.70 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorized | shares | 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 28,571,428 | |||||||||||||||||||||||||||||||||||||||||||||||
12% Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 13,091,528 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | $ 0.40 | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 39,671,297 | |||||||||||||||||||||||||||||||||||||||||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 3,000,000 | $ 71,000,000 | $ 48,000,000 | $ 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 17,382 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,082,642 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments to creditors | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | $ 2,850,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 1,386,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.08 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants outstanding | shares | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | (825,000) | (329,735) | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.65 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 1,632 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | shares | 46,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
B. Riley [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash fee paid | $ 525,240 | $ 1,386,000 | ||||||||||||||||||||||||||||||||||||||||||||||
B. Riley [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | 12% Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | $ 318,000 | $ 1,696,000 | |||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 250,000 | 795,000 | 4,240,000 | |||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | shares | ||||||||||||||||||||||||||||||||||||||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | shares | 68,180,863 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options outstanding | shares | 65,013,645 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares vested | shares | 1,064,549 | |||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share | $ / shares | $ 4 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 100,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series K Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock authorized | shares | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Asset Acquisition of Petametrics Inc., [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payment | $ 184,087 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 18,104,949 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion of debt | shares | 53,887,470 | |||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 1,130,903 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 56,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | $ 4,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Licensing agreement description | the Company entered into Amendment No. 1 to the 12% Second Amended Senior Secured Notes ("Amendment 1"), pursuant to which the maturity date of the 12% Second Amended Senior Secured Notes was changed to December 31, 2022, subject to certain acceleration conditions. Pursuant to Amendment 1, interest payable on the 12% Second Amended Senior Secured Notes on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company's common stock, all such interest amounts can be paid in shares of the Company's common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). | The Company entered into a second amended and restated note purchase agreement (the "12% Second Amended Senior Secured Notes"), which further amended and restated the second amendment to the amended and restated note purchase agreement. Pursuant to the 12% Second Amended Senior Secured Notes, interest on amounts outstanding under the existing 12% Amended Senior Secured Notes with respect to (i) interest that was payable on such notes on March 31, 2020 and June 30, 2020, and (ii) at the Company's option, with the consent of requisite purchasers, interest that was payable on September 30, 2020 and December 31, 2020, in lieu of the payment in cash of all or any portion of the interest due on such dates, would be payable in-kind in arrears on the last day of such applicable fiscal quarter. | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Second Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 48,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Unpaid accrued interest | $ 3,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 12,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Licensing agreement description | Amendment 1, the maturity date was changed from March 31, 2021 to March 31, 2022. Amendment 1 also provided that BRF Finance, as holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion (as further described in Amendment 1) of the Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company's common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company's common stock based upon the conversion rate specified for the Series K Preferred Stock (or $0.40). | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 15.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable | $ 6,913,865 | |||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 793,109 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes | $ 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 3,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Term Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 3,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Repayments of debt | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Term Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 4,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Delayed Draw Term Loan [Member] | BRF Finance Co., LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 793,109 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes | $ 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Payroll Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 0.98% | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable | $ 5,702,725 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes | $ 5,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Area of land | ft² | 40,868 | |||||||||||||||||||||||||||||||||||||||||||||||
Lease expiration date | Aug. 31, 2020 | Nov. 30, 2032 | ||||||||||||||||||||||||||||||||||||||||||||||
Annual lease payments | $ 153,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum tenant allowance | $ 408,680 | |||||||||||||||||||||||||||||||||||||||||||||||
Minimum lease payments | 38,415,920 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Financing and Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Line of credit maturity date | Feb. 6, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 5,013,900 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exchanged | shares | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | 12% Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | 12% Convertible Debentures [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 8,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | B. Riley [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Licensing agreement description | The Company replaced its previous $3.5 million working capital facility with Sallyport with a new $15.0 million working capital facility with FastPay (as further described below under the heading FastPay Credit Facility); and (ii) BRF Finance issued a letter of credit in the amount of approximately $3.0 million to the Company's landlord for the property lease located at 225 Liberty Street, 27th Floor, New York, New York 10281. | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 108 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 327,273 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 2,730,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued during the period deemed null and void | shares | 2,145 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | James Heckman [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 389 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.33 | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable | $ 389,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 1,178,787 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Two Accredited Investors [Member] | Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 10,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.70 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock | shares | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Accredited Investors [Member] | Securities Purchase Agreement [Member] | Series K Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 18,042 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 3,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Working capital | $ 11,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Payments for piror investment | $ 2,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 18,042,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Cash fee paid | $ 560,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issuable upon converiosn | shares | 45,105,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Initial Sixty-Month Term [Member] | Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum lease payments | 252,019 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Second Sixty-Month Term [Member] | Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum lease payments | 269,048 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Remainder Twenty-Five Month Term [Member] | Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum lease payments | $ 286,076 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | LIBOR Rate Plus [Member] | Financing and Security Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Line of credit interest rate | 8.50% | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Closing [Member] | Asset Acquisition of Petametrics Inc., [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash payment | $ 131,202 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | First Anniversary Date [Member] | Asset Acquisition of Petametrics Inc., [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | 312,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Second Anniversary Date [Member] | Asset Acquisition of Petametrics Inc., [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | 312,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options, shares authorized | shares | 85,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Common Stock Options and Restricted Stock Units [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | shares | 61,640,795 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Common Stock Options and Restricted Stock Units [Member] | Officers Directors Employees and Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options outstanding | shares | 59,138,442 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | shares | 11,158,049 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Restricted Stock Units [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | shares | 26,048,781 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Shares Common stock options, Granted | shares | 11,158,049 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 85,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 185,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Stock Options [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 26,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock issued | shares | 26,048,781 |