Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Aug. 13, 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, 2020 | ||
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 | $ 16,160,565 | ||
Entity Common Stock, Shares Outstanding | 263,441,879 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,033,872 | $ 8,852,281 |
Restricted cash | 500,809 | 620,809 |
Accounts receivable, net | 16,497,626 | 16,233,955 |
Subscription acquisition costs, current portion | 28,146,895 | 3,142,580 |
Royalty fees, current portion | 15,000,000 | 15,000,000 |
Prepayments and other current assets | 4,667,263 | 4,310,735 |
Total current assets | 73,846,465 | 48,160,360 |
Property and equipment, net | 1,129,438 | 661,277 |
Operating lease right-of-use assets | 18,292,196 | 3,980,649 |
Platform development, net | 7,355,608 | 5,892,719 |
Royalty fees, net of current portion | 11,250,000 | 26,250,000 |
Subscription acquisition costs, net of current portion | 13,358,585 | 3,417,478 |
Acquired and other intangible assets, net | 71,501,835 | 91,404,144 |
Other long-term assets | 1,330,812 | 1,085,287 |
Goodwill | 16,139,377 | 16,139,377 |
Total assets | 214,204,316 | 196,991,291 |
Current liabilities: | ||
Accounts payable | 8,228,977 | 9,580,186 |
Accrued expenses and other | 14,718,193 | 16,483,201 |
Line of credit | 7,178,791 | |
Unearned revenue | 61,625,676 | 32,163,087 |
Subscription refund liability | 4,035,531 | 3,144,172 |
Operating lease liabilities | 1,059,671 | 2,203,474 |
Liquidated damages payable | 9,568,091 | 8,080,514 |
Convertible debt | 741,197 | |
Warrant derivative liabilities | 1,147,895 | 1,644,200 |
Embedded derivative liabilities | 13,501,000 | |
Total current liabilities | 107,562,825 | 87,541,031 |
Unearned revenue, net of current portion | 23,498,597 | 31,179,211 |
Restricted stock liabilities, net of current portion | 1,995,810 | |
Operating lease liabilities, net of current portion | 19,886,083 | 2,616,132 |
Other long-term liabilities | 753,365 | 242,310 |
Deferred tax liabilities | 210,832 | |
Promissory notes, including accrued interest | 319,351 | |
Convertible debt, net of current portion | 12,497,765 | |
Long-term debt | 62,194,272 | 44,009,745 |
Total liabilities | 216,101,784 | 178,405,545 |
Commitments and contingencies (Note 26) | ||
Mezzanine equity: | ||
Total mezzanine equity | 18,415,992 | 55,653,730 |
Stockholders' deficiency: | ||
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 229,085,167 and 37,119,117 shares at December 31, 2020 and 2019, respectively | 2,290,851 | 371,190 |
Common stock to be issued | 10,809 | 39,383 |
Additional paid-in capital | 139,658,166 | 35,562,766 |
Accumulated deficit | (162,273,286) | (73,041,323) |
Total stockholders' deficiency | (20,313,460) | (37,067,984) |
Total liabilities, mezzanine equity and stockholders' deficiency | 214,204,316 | 196,991,291 |
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 | 18,247,496 | 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, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 229,085,167 | 37,119,117 |
Common stock, shares outstanding | 229,085,167 | 37,119,117 |
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, shares authorized | 1,800 | 1,800 |
Temporary equity, liquidation preference value | $ 168,496 | $ 168,496 |
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, shares authorized | 23,000 | 23,000 |
Temporary equity, liquidation preference value | $ 19,597,000 | $ 19,399,250 |
Temporary equity, shares issued | 19,597 | 19,400 |
Temporary equity, shares outstanding | 19,597 | 19,400 |
Temporary equity, common shares issuable upon conversion | $ 59,384,849 | $ 58,787,879 |
Series I 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, shares authorized | 25,800 | 25,800 |
Temporary equity, liquidation preference value | $ 0 | $ 23,100,000 |
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 | $ 0.01 |
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 |
Temporary equity, shares authorized | 25,000 | 25,000 |
Temporary equity, liquidation preference value | $ 0 | $ 20,000,000 |
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, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 128,032,397 | $ 53,343,310 |
Cost of revenue (includes amortization for developed technology and platform development for 2020 and 2019 of $8,550,952 and $6,191,965, respectively) | 103,063,445 | 47,301,175 |
Gross profit | 24,968,952 | 6,042,135 |
Operating expenses | ||
Selling and marketing | 43,589,239 | 12,789,056 |
General and administrative | 36,007,238 | 29,511,204 |
Depreciation and amortization | 16,280,475 | 4,551,372 |
Total operating expenses | 95,876,952 | 46,851,632 |
Loss from operations | (70,908,000) | (40,809,497) |
Other (expenses) income | ||
Change in valuation of warrant derivative liabilities | 496,305 | (1,015,151) |
Change in valuation of embedded derivative liabilities | 2,571,004 | (5,040,000) |
Loss on conversion of convertible debt | (3,297,539) | |
Interest expense | (16,497,217) | (10,463,570) |
Interest income | 381,026 | 13,976 |
Liquidated damages | (1,487,577) | (728,516) |
Other (expenses) income | (279,133) | 262 |
Total other expenses | (18,113,131) | (17,232,999) |
Loss before income taxes | (89,021,131) | (58,042,496) |
Income taxes | (210,832) | 19,541,127 |
Net loss | (89,231,963) | (38,501,369) |
Deemed dividend on convertible preferred stock | (15,642,595) | |
Net loss attributable to common stockholders | $ (104,874,558) | $ (38,501,369) |
Basic and diluted net loss per common share | $ (2.28) | $ (1.04) |
Weighted average number of common shares outstanding - basic and diluted | 45,981,029 | 37,080,784 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Amortization cost of developed technology and platform development | $ 8,550,952 | $ 6,191,965 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock [Member] | ||
Balance | $ 371,190 | $ 357,685 |
Balance, shares | 37,119,117 | 35,768,619 |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares | ||
Issuance of common stock in connection with the merger of Say Media | $ 28,574 | $ 11,889 |
Issuance of common stock in connection with the merger of Say Media, shares | 2,857,357 | 1,188,880 |
Cashless exercise of common stock warrants | $ 5,393 | |
Cashless exercise of common stock warrants, shares | 539,331 | |
Forfeiture of restricted stock | $ (4,000) | $ (8,250) |
Forfeiture of restricted stock, shares | (399,998) | (825,000) |
Issuance of restricted stock awards to the board of directors | $ 5,625 | $ 8,333 |
Issuance of restricted stock awards to the board of directors, shares | 562,500 | 833,333 |
Cashless exercise of common stock options | $ 165 | |
Cashless exercise of common stock options, shares | 16,466 | |
Issuance of common stock upon conversion of 12% convertible debentures | $ 538,875 | |
Issuance of common stock upon conversion of 12% convertible debentures, shares | 53,887,470 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | $ 9,091 | |
Issuance of common stock upon conversion of Series H convertible preferred stock, shares | 909,090 | |
Issuance of common stock upon conversion of Series I convertible preferred stock | $ 462,000 | |
Issuance of common stock upon conversion of Series I convertible preferred stock, shares | 46,200,000 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | $ 435,845 | |
Issuance of common stock upon conversion of Series J convertible preferred stock, shares | 43,584,500 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | $ 451,050 | |
Issuance of common stock upon conversion of Series K convertible preferred stock, shares | 45,105,000 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | $ (7,468) | $ (4,025) |
Common stock withheld for taxes, shares | (746,813) | (402,512) |
Exercise of stock options | $ 69 | |
Exercise of stock options, shares | 6,944 | |
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | ||
Balance | $ 2,290,851 | $ 371,190 |
Balance, shares | 229,085,167 | 37,119,117 |
Common Stock to be Issued [Member] | ||
Balance | $ 39,383 | $ 51,272 |
Balance, shares | 3,938,287 | 5,127,167 |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares | ||
Issuance of common stock in connection with the merger of Say Media | $ (28,574) | $ (11,889) |
Issuance of common stock in connection with the merger of Say Media, shares | (2,857,357) | (1,188,880) |
Cashless exercise of common stock warrants | ||
Cashless exercise of common stock warrants, shares | ||
Forfeiture of restricted stock | ||
Forfeiture of restricted stock, shares | ||
Issuance of restricted stock awards to the board of directors | ||
Issuance of restricted stock awards to the board of directors, shares | ||
Cashless exercise of common stock options | ||
Cashless exercise of common stock options, shares | ||
Issuance of common stock upon conversion of 12% convertible debentures | ||
Issuance of common stock upon conversion of 12% convertible debentures, shares | ||
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||
Issuance of common stock upon conversion of Series H convertible preferred stock, shares | ||
Issuance of common stock upon conversion of Series I convertible preferred stock | ||
Issuance of common stock upon conversion of Series I convertible preferred stock, shares | ||
Issuance of common stock upon conversion of Series J convertible preferred stock | ||
Issuance of common stock upon conversion of Series J convertible preferred stock, shares | ||
Issuance of common stock upon conversion of Series K convertible preferred stock | ||
Issuance of common stock upon conversion of Series K convertible preferred stock, shares | ||
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | ||
Common stock withheld for taxes, shares | ||
Exercise of stock options | ||
Exercise of stock options, shares | ||
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | ||
Balance | $ 10,809 | $ 39,383 |
Balance, shares | 1,080,930 | 3,938,287 |
Additional Paid-in Capital [Member] | ||
Balance | $ 35,562,766 | $ 23,413,077 |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |
Issuance of common stock in connection with the merger of Say Media | ||
Cashless exercise of common stock warrants | 729,793 | |
Forfeiture of restricted stock | 4,000 | 8,250 |
Issuance of restricted stock awards to the board of directors | (5,625) | (8,333) |
Cashless exercise of common stock options | (165) | |
Issuance of common stock upon conversion of 12% convertible debentures | $ 20,863,613 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | 10,929,996 | |
Issuance of common stock upon conversion of Series H convertible preferred stock | $ 290,909 | |
Issuance of common stock upon conversion of Series I convertible preferred stock | 24,319,742 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | 23,890,696 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | 26,502,500 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | (3,800,734) | |
Common stock withheld for taxes | (512,976) | (252,033) |
Exercise of stock options | 3,698 | |
Deemed dividend on Series I convertible preferred stock | (5,082,000) | |
Deemed dividend on Series J convertible preferred stock | (586,545) | |
Deemed dividend on Series K convertible preferred stock | (9,472,050) | |
Beneficial conversion feature on Series H convertible preferred stock | 502,000 | |
Deemed dividend on Series H convertible preferred stock | (502,000) | |
Stock-based compensation | 16,250,176 | 11,672,177 |
Net loss | ||
Balance | 139,658,166 | 35,562,766 |
Accumulated Deficit [Member] | ||
Balance | (73,041,323) | (34,539,954) |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | ||
Issuance of common stock in connection with the merger of Say Media | ||
Cashless exercise of common stock warrants | ||
Forfeiture of restricted stock | ||
Issuance of restricted stock awards to the board of directors | ||
Cashless exercise of common stock options | ||
Issuance of common stock upon conversion of 12% convertible debentures | ||
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | ||
Issuance of common stock upon conversion of Series H convertible preferred stock | ||
Issuance of common stock upon conversion of Series I convertible preferred stock | ||
Issuance of common stock upon conversion of Series J convertible preferred stock | ||
Issuance of common stock upon conversion of Series K convertible preferred stock | ||
Reclassification of restricted stock awards and units from equity to liability classified upon modification | ||
Common stock withheld for taxes | ||
Exercise of stock options | ||
Deemed dividend on Series I convertible preferred stock | ||
Deemed dividend on Series J convertible preferred stock | ||
Deemed dividend on Series K convertible preferred stock | ||
Beneficial conversion feature on Series H convertible preferred stock | ||
Deemed dividend on Series H convertible preferred stock | ||
Stock-based compensation | ||
Net loss | (89,231,963) | (38,501,369) |
Balance | (162,273,286) | (73,041,323) |
Balance | (37,067,984) | (10,717,920) |
Issuance of restricted stock units in connection with the acquisition of LiftIgniter | 500,000 | |
Issuance of common stock in connection with the merger of Say Media | ||
Cashless exercise of common stock warrants | 735,186 | |
Forfeiture of restricted stock | ||
Issuance of restricted stock awards to the board of directors | ||
Cashless exercise of common stock options | ||
Issuance of common stock upon conversion of 12% convertible debentures | $ 21,402,488 | |
Issuance of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures | 10,929,996 | |
Issuance of common stock upon conversion of Series H convertible preferred stock | $ 300,000 | |
Issuance of common stock upon conversion of Series I convertible preferred stock | 24,781,742 | |
Issuance of common stock upon conversion of Series J convertible preferred stock | 24,326,541 | |
Issuance of common stock upon conversion of Series K convertible preferred stock | 26,953,550 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | (3,800,734) | |
Common stock withheld for taxes | (520,444) | (256,058) |
Exercise of stock options | 3,767 | |
Deemed dividend on Series I convertible preferred stock | (5,082,000) | |
Deemed dividend on Series J convertible preferred stock | (586,545) | |
Deemed dividend on Series K convertible preferred stock | (9,472,050) | |
Beneficial conversion feature on Series H convertible preferred stock | 502,000 | |
Deemed dividend on Series H convertible preferred stock | (502,000) | |
Stock-based compensation | 16,250,176 | 11,672,177 |
Net loss | (89,231,963) | (38,501,369) |
Balance | $ (20,313,460) | $ (37,067,984) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficiency (Parenthetical) | Dec. 31, 2020 |
Debt instrument interest rate | 12.00% |
Convertible Debenture [Member] | |
Debt instrument interest rate | 12.00% |
Convertible Debentures Allocated Embedded Derivative Liabilities [Member] | |
Debt instrument interest rate | 12.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (89,231,963) | $ (38,501,369) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 638,796 | 276,791 |
Amortization of platform development and intangible assets | 24,192,631 | 10,466,546 |
Amortization of debt discounts | 6,607,212 | 4,545,675 |
Change in valuation of warrant derivative liabilities | (496,305) | 1,015,151 |
Change in valuation of embedded derivative liabilities | (2,571,004) | 5,040,000 |
Loss on conversion of 12% convertible debentures | 3,297,539 | |
Accrued and noncash converted interest | 9,244,324 | 3,065,633 |
Liquidated damages | 1,487,577 | 728,516 |
Stock-based compensation | 14,641,181 | 10,364,787 |
Deferred income taxes | 210,832 | (19,541,127) |
Other | (245,285) | (363,147) |
Change in operating assets and liabilities net of effect of business combinations: | ||
Accounts receivable | 362,460 | (1,685,948) |
Factor receivables | (6,130,674) | |
Subscription acquisition costs | (34,945,422) | (5,008,080) |
Royalty fees | 15,000,000 | (41,250,000) |
Prepayments and other current assets | (356,528) | (1,702,064) |
Other long-term assets | (245,525) | (276,145) |
Accounts payable | (1,404,703) | 3,323,196 |
Accrued expenses | (3,392,507) | 11,986,442 |
Unearned revenue | 21,695,088 | 9,201,586 |
Subscription refund liability | 891,359 | (2,283,351) |
Other long-term liabilities | 511,055 | |
Operating lease liabilities | 1,814,601 | (226,724) |
Net cash used in operating activities | (32,294,587) | (56,954,306) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,212,003) | (150,763) |
Capitalized platform development | (3,750,541) | (2,537,402) |
Proceeds from sale of intangible asset | 350,000 | |
Payments for acquisition of businesses, net of cash | (315,289) | (16,331,026) |
Net cash used in investing activities | (4,927,833) | (19,019,191) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 11,702,725 | 71,000,000 |
Repayments of long-term debt | (17,307,364) | |
Payment of debt issuance costs on long-term debt | (560,500) | (7,162,382) |
Proceeds from (repayments of) convertible debt | (1,130,903) | 2,000,000 |
Proceeds from exercise of common stock options | 3,767 | |
Proceeds (repayments), net of borrowings, under line of credit | 7,178,791 | (1,048,194) |
Payment for taxes related to repurchase of restricted common stock | (520,444) | (256,058) |
Payment of restricted stock liabilities | (177,425) | |
Repayment of promissory notes | (366,842) | |
Net cash provided by financing activities | 37,284,011 | 82,919,298 |
Net increase in cash, cash equivalents, and restricted cash | 61,591 | 6,945,801 |
Cash, cash equivalents, and restricted cash - beginning of year | 9,473,090 | 2,527,289 |
Cash, cash equivalents, and restricted cash - end of year | 9,534,681 | 9,473,090 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 645,681 | 2,852,262 |
Cash paid for income taxes | ||
Noncash investing and financing activities | ||
Reclassification of stock-based compensation to platform development | 1,608,995 | 1,307,390 |
Debt discount on long-term debt | 913,865 | |
Discount on convertible debt allocated to embedded derivative liabilities | 1,074,000 | |
Exercise of warrants for issuance common stock | 735,186 | |
Payment of long-term debt for issuance of Series J convertible preferred stock | 4,853,933 | |
Liquidated damages recognized upon issuance of convertible debt | 84,000 | |
Restricted common stock units issued in connection with acquisition of LiftIgniter | 500,000 | |
Assumption of liabilities in connection with acquisition of LiftIgniter | 140,381 | |
Conversion of convertible debt into common stock | 21,402,488 | |
Conversion of embedded derivative liabilities into common stock | 10,929,996 | |
Payment of long-term debt for issuance of Series K convertible preferred stock | 3,367,000 | |
Payment of promissory note for issuance for Series H convertible preferred stock | 389,000 | |
Series H Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance convertible preferred stock | 113,000 | |
Noncash investing and financing activities | ||
Deemed dividend on convertible preferred stock | 502,000 | |
Series I Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance 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 convertible preferred stock | 1,940,400 | |
Conversion of convertible preferred stock into common stock | 19,699,742 | |
Deemed dividend on convertible preferred stock | 5,082,000 | |
Series J Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance convertible preferred stock | 6,000,000 | 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 convertible preferred stock | 1,680,000 | |
Conversion of convertible preferred stock into common stock | 23,739,996 | |
Deemed dividend on convertible preferred stock | 586,545 | |
Series K Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Proceeds from issuance convertible preferred stock | 14,675,000 | |
Payment of issuance costs of convertible preferred stock | (560,500) | |
Noncash investing and financing activities | ||
Conversion of convertible preferred stock into common stock | 17,481,500 | |
Deemed dividend on convertible preferred stock | $ 9,472,050 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2020 |
Debt instrument interest rate | 12.00% |
Convertible Debenture [Member] | |
Debt instrument interest rate | 12.00% |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization TheMaven, Inc. (the “Maven” or “Company”), was incorporated in Delaware on October 1, 1990. On October 11, 2016, the predecessor entity now known as Maven exchanged its shares with another entity that was incorporated in Delaware on July 22, 2016. On November 4, 2016, these entities consummated a recapitalization. This resulted in Maven becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary. On December 19, 2019, the Company’s wholly owned subsidiaries Maven Coalition, Inc., and HubPages, Inc., a Delaware corporation that was acquired by the Company in a merger during 2018 (“HubPages”), were merged into another of the Company’s wholly owned subsidiaries, Say Media, Inc., a Delaware corporation that was acquired by the Company in a merger during 2018 (“Say Media”), with Say Media as the surviving corporation. On January 6, 2020, Say Media changed its name to Maven Coalition, Inc. (“Coalition”). As of December 31, 2020, the Company’s wholly owned subsidiaries consist of Coalition, Maven Media Brands, LLC (“Maven Media” formed during 2019 as a wholly owned subsidiary of Maven) and TheStreet, Inc. (“TheStreet” acquired by the Company in a merger during 2019 as further described in Note 3). Unless the context indicates otherwise, Maven, Coalition, and TheStreet, 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), own and operate TheStreet, Inc. (the “TheStreet”), and power more than 250 independent brands. The Maven technology platform (the “Maven 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 (each a “Publisher Partner”). Each Publisher Partner joins the media-coalition by invitation-only and is drawn from premium media brands and independent publishing businesses. Publisher Partners publish content and oversee an online community for their respective sites, leveraging our proprietary technology platform to engage the collective audiences within a single network. Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. When they join, the Company believes Publisher Partners will benefit from the proprietary technology of the Maven Platform, techniques and relationships. Advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners onto a single platform and a large and experienced sales organization. They may also benefit from our membership marketing and management systems, which we believe will enhance their revenue. Additionally, the Company believes the lead brand within each vertical creates a halo benefit for all Publisher Partners 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 may 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 Publisher Partners 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 publisher specialists, and further enhance coverage with individual expert contributors. The primary means of expansion is adding independent Publisher Partners 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. These consolidated financial statements have 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 2020 was primarily a result of the impact on our business from the COVID-19 pandemic and the related shut down of most professional and collegiate sports, which reduced user traffic and advertising revenue. The operating loss realized in fiscal 2019 was primarily a result of a marketing investment in customer growth, together with investment in people and technology as we continued to expand our operations, and operations rapidly expanding during fiscal 2019 with the TheStreet Merger and the Sports Illustrated Licensing Agreement. As reflected in these consolidated financial statements, the Company had revenues of $128,032,397 for the year ended December 31, 2020, and experienced recurring net losses from operations, negative working capital, and negative operating cash flows. During the year ended December 31, 2020, the Company incurred a net loss attributable to common stockholders of $104,874,558, utilized cash in operating activities of $32,294,587, and as of December 31, 2020, had an accumulated deficit of $162,273,286. The Company has financed its working capital requirements since inception through the issuance of debt and equity securities. The negative impact from the COVID-19 pandemic during 2021 has been to a lesser extent than in 2020. Beginning in 2021, restrictions on non-essential work activity have begun to lift and sporting and other events have begun to be held, with attendance closer to pre-pandemic levels, which has resulted in an increase in traffic to the Maven Platform and, thereby an increase in advertising revenue. The ultimate extent of the impact on our operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 pandemic, whether related group gathering and sports event advisories and restrictions will be put in place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the population that receives COVID-19 vaccinations, all of which remain uncertain at the time of issuance of our accompanying 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, the Company’s fiscal 2021 cash flow forecast and its fiscal 2021 operating budget. Management also considered the Company’s implementation of additional measures, if required, related to potential 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 14) to fund changes in working capital, under which the Company has available credit of approximately $8.5 million as of the issuance date of these consolidated financial statements for the year ended December 31, 2020, and that the Company does not anticipate the need for any further borrowings that are subject to the approval of the holders of the Term Note (as described in Note 19) under which the Company may be permitted to borrow up to an additional $5.0 million; and (2) 2021 operating budget, considered that approximately fifty-eight 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 acquisition of TheStreet in 2019 (as described in Note 3) and to grow premium digital subscriptions from its Sports Illustrated Licensed Brands (as described in Note 3), in which were launched in February 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, 2019 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, 2020 | |
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, and TheStreet. 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 years ended December 31, 2020 and 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. 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 first half 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 various acquisitions, including TheStreet, the Sports Illustrated Licensing Agreement with ABG (as described in Note 3) and the acquisition of the College Spun Media Incorporated (as described in Note 27). The raising debt and equity capital for the acquisitions, refinancing and working capital purposes included the sale of the 12% Convertible Debentures (as described in Note 18), 12% Second Amended Senior Secured Notes (as described in Note 19), Preferred Stock (as described in Note 20), and subsequent equity offerings of common stock (as described in Note 27). 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, 2020 and 2019, a subscription refund liability of $4,035,531 and $3,144,172, respectively, was recorded for the provision for the estimated returns and refunds on the consolidated balance sheets. Contract Modifications The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine: ● if the additional services and goods are distinct from the services and goods in the original arrangement; and ● if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis (further details are provided under the headings Contract Balances Subscription Acquisition Costs 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, 2020 2019 Revenue by product line: Advertising $ 44,359,822 $ 35,918,370 Digital subscriptions 28,495,676 6,855,038 Magazine circulation 50,580,213 9,046,473 Other 4,596,686 1,523,429 Total $ 128,032,397 $ 53,343,310 Revenue by geographical market: United States $ 122,570,712 $ 52,611,255 Other 5,461,685 732,055 Total $ 128,032,397 $ 53,343,310 Revenue by timing of recognition: At point in time $ 99,536,721 $ 47,557,652 Over time 28,495,676 5,785,658 Total $ 128,032,397 $ 53,343,310 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: Publisher 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 Publisher Partner Warrants (as described in Note 22). 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, 2020 2019 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 15,039,331 $ 8,634,939 Magazine circulation 46,586,345 23,528,148 $ 61,625,676 $ 32,163,087 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 593,136 $ 478,557 Magazine circulation 22,712,961 30,478,154 Other 192,500 222,500 $ 23,498,597 $ 31,179,211 Unearned Revenue During January and February of 2020, the Company modified certain digital and magazine subscription contracts that prospectively changed the frequency of the related issues required to be delivered on a yearly basis (the “Contract Modifications”). The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines already provided under the original contract. As a result, the Company in effect established a new contract that included only the remaining digital content or magazines. Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration from the original contract that has not yet been recognized as revenue. 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, 2020 and 2019, 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, 2020 2019 Cash and cash equivalents $ 9,033,872 $ 8,852,281 Restricted cash 500,809 620,809 Total cash, cash equivalents, and restricted cash $ 9,534,681 $ 9,473,090 As of December 31, 2020, the Company had restricted cash of $500,809, which serves as collateral for certain credit card merchant accounts with a bank. As of December 31, 2019, the Company had restricted cash of $620,809 of which (1) $500,000 served 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 (see Note 7), and (2) $120,809 served as collateral for certain credit card merchant accounts with a bank. Accounts Receivable The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable as of December 31, 2020 and 2019 of $16,497,626 and $16,233,955, respectively, are presented net of allowance for doubtful accounts. The allowance for doubtful accounts as of December 31, 2020 and 2019 was $892,352 and $287,902, respectively Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental and, therefore, meet the capitalization criteria. Direct mail costs also meet the requirements to be capitalized as assets if they are proven to be recoverable. The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the agreement. Incremental costs of obtaining a contract also included contract fulfillment costs related to the revenue share to the Publisher Partners. The contract fulfillment costs were amortized over the same period as the associated revenue. The Company records incremental costs of obtaining a contract as subscription acquisition costs on the consolidated balance sheets. The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December 31, 2020 and 2019. The Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized. As of December 31, 2020 and 2019, subscription acquisition costs were $41,505,480 (short-term of $28,146,895 and long-term of $13,358,585) and $6,560,058 (short-term of $3,142,580 and long-term of $3,417,478), respectively. Subscription acquisition cost as of December 31, 2020 presented as current assets of $28,146,895 are expected to be amortized during the year ending December 31, 2021 and $13,358,585 presented as long-term assets are expected to be amortized after the year ending December 31, 2021. Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue are as follows: Years Ended December 31, 2020 2019 Customer 1 - 22.4 % There were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable as of December 31, 2020 and 2019. Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2020 2019 Vendor 1 * - 61.7 % * 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) 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. 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. 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. 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 adopted ASU 2017-04 (as further described below under the heading Recent Accounting Pronouncements 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 and other 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 of debt or conversion of convertible debt into common stock, under certain circumstances, 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 are recorded as a reduction to the carrying amount of the related debt and are 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, under certain circumstances, 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, 2020 and 2019, was $6,607,212 and $4,545,675, 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, 2020 and 2019, the Company incurred advertising expenses of $3,583,116 and $859,802, 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 hiera |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2020 Acquisitions The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., dba LiftIgniter, a Delaware corporation (“LiftIgniter”), where it purchased substantially all the assets, including the intellectual property and excluding certain accounts receivable, and assumed certain liabilities. The purchase price consisted of: (1) cash payment of $184,087 on February 19, 2020, in connection with the repayment of all outstanding indebtedness, (2) at closing, a cash payment 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. The composition of the purchase price is as follows: Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 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 $ 37,908 Developed technology 917,762 Accounts payable (53,494 ) Unearned revenue (86,887 ) Net assets acquired $ 815,289 The useful life for the developed technology is three years (3.0 years). 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 28 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 19). 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 unearned 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. The Company has 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 the Company 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 19). 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 22). 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 unearned 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 (5.0 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 |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Prepaid expenses $ 3,400,080 $ 3,370,757 Prepaid software license 378,488 89,822 Refundable income and franchise taxes 733,553 733,553 Security deposits 92,494 96,135 Other receivables 62,648 20,468 $ 4,667,263 $ 4,310,735 |
Royalty Fees
Royalty Fees | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Royalty Fees | 5. Royalty Fees As of December 31, 2020 and 2019, $26,250,000 and $41,250,000, respectively, of prepaid Royalties fees was unamortized from the $45,000,000 guaranteed minimum annual Royalties that was paid to ABG in connection with the Sports Illustrated Licensing Agreement. The Royalties are being recognized over a period of three-years starting October 4, 2019. As of December 31, 2020 and 2019, the current portion of $15,000,000 was reflected within royalty fees on the consolidated balance sheets and the long-term portion of $11,250,000 and $26,250,000, respectively, was reflected within royalty fees, net of current portion on the consolidated balance sheets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment are summarized as follows: As of December 31, 2020 2019 Office equipment and computers $ 1,341,292 $ 476,233 Furniture and fixtures 19,997 193,914 Leasehold improvements 345,516 307,550 1,706,805 977,697 Less accumulated depreciation and amortization (577,367 ) (316,420 ) Net property and equipment $ 1,129,438 $ 661,277 Depreciation and amortization expense for the years ended December 31, 2020 and 2019 was $638,796 and $276,791, 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. No impairment charges have been recorded in the periods presented. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases The Company adopted the comprehensive new lease accounting standard effective January 1, 2019 using the modified retrospective transition method. 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 on the consolidated balance sheets. 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 leases are primarily comprised of real estate leases for the use of office space, with certain lease arrangements that contain equipment. The Company determines whether an arrangement contains a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. Substantially all of the leases are long-term operating leases for facilities with fixed payment terms between 1.5 and 12.8 years, which expire at various dates through 2032. The table below presents supplemental information related to operating leases: Year Ended December 31, 2020 2019 Operating lease costs during the year $ 4,054,423 $ 1,112,362 Cash payments included in the measurement of operating lease liabilities during the year $ 3,188,986 $ 1,212,800 Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ 16,617,790 $ 3,853,500 Weighted-average remaining lease term (in years) as of year-end 11.25 5.03 Weighted-average discount rate during the year 13.57 % 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. On February 7, 2020, under the terms of the first amendment to the 12% Amended Senior Secured Notes (as further amended and described in Note 19), BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B. Riley, issued a letter of credit for $3,024,232 to one of the Company’s landlords. In the event BRF Finance is required to make a draw on the letter of credit, the amount paid will automatically be added to principal of the outstanding notes. As of December 31, 2020 and 2019, security deposits under letters of credit or cash deposited with banks under the terms of the lease arrangements were $185,606 and $160,910, respectively, reflected within other assets on the consolidated balance sheets. Maturity of Lease Liabilities The present value of the Company’s operating leases consisted of the following as of December 31, 2020: Year Ending December 31, 2021 $ 3,804,853 2022 3,525,158 2023 3,528,696 2024 3,526,406 2025 3,740,591 Thereafter 23,822,981 Minimum lease payments 41,948,685 Less imputed interest (21,002,931 ) Present value of operating lease liabilities $ 20,945,754 Current portion of operating lease liabilities $ 1,059,671 Long-term portion of operating lease liabilities 19,886,083 Total operating lease liabilities $ 20,945,754 |
Platform Development
Platform Development | 12 Months Ended |
Dec. 31, 2020 | |
Platform Development | |
Platform Development | 8. Platform Development Platform development costs are summarized as follows: As of December 31, 2020 2019 Platform development $ 16,027,428 $ 10,678,692 Less accumulated amortization (8,671,820 ) (4,785,973 ) Net platform development $ 7,355,608 $ 5,892,719 A summary of platform development activity for the years ended December 31, 2020 and 2019 is as follows: As of December 31, 2020 2019 Platform development beginning of year $ 10,678,692 $ 6,833,900 Payroll-based costs capitalized during the year 3,750,541 2,537,402 Total capitalized costs 14,429,233 9,371,302 Stock-based compensation 1,608,995 1,307,390 Dispositions during the year (10,800 ) - Platform development end of year $ 16,027,428 $ 10,678,692 Amortization expense for platform development for the years ended December 31, 2020 and 2019, was $3,890,966 and $2,660,029, respectively, is included within cost of revenues on the consolidated statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets subject to amortization consisted of the following: Weighted Average As of December 31, 2020 As of December 31, 2019 Useful Life (in years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.70 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 $ 19,138,104 $ (4,090,359 ) $ 15,047,745 Noncompete agreement 2.00 480,000 (480,000 ) - 480,000 (252,000 ) 228,000 Trade name 16.63 3,328,000 (503,342 ) 2,824,658 3,328,000 (224,745 ) 3,103,255 Subscriber relationships 5.10 73,458,799 (18,105,041 ) 55,353,758 73,458,799 (3,587,837 ) 69,870,962 Advertiser relationships 9.42 2,240,000 (332,515 ) 1,907,485 2,240,000 (94,635 ) 2,145,365 Database 3.00 1,140,000 (531,183 ) 608,817 1,140,000 (151,183 ) 988,817 Subtotal amortizable intangible assets 99,717,656 (28,235,821 ) 71,481,835 99,784,903 (8,400,759 ) 91,384,144 Website domain name - 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 99,737,656 $ (28,235,821 ) $ 71,501,835 $ 99,804,903 $ (8,400,759 ) $ 91,404,144 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 business acquisitions. The website domain name has an infinite life and is not being amortized. Amortization expense for the years ended December 31, 2020 and 2019 was $20,301,665 and $7,806,517, respectively. Amortization expense for developed technology and platform development of $4,659,986 and $3,531,936 for the years ended December 31, 2020 and 2019, respectively, are included within cost of revenues on the consolidated statements of operations. No impairment charges have been recorded during the years ended December 31, 2020 and 2019. 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, 2020 is as follows: Year Ending December 31, 2021 $ 19,803,965 2022 19,209,117 2023 17,460,073 2024 11,397,870 Thereafter 3,610,810 $ 71,481,835 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 10. Other Assets Other assets are summarized as follows: As of December 31, 2020 2019 Security deposit $ 110,418 $ 110,418 Other deposits 15,400 65,764 Prepaid expenses 732,309 867,467 Note receivable - 41,638 Prepaid supplies 472,685 - $ 1,330,812 $ 1,085,287 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 11. Goodwill The changes in carrying value of goodwill as follows: As of December 31, 2020 2019 Carrying value at beginning of year $ 16,139,377 $ 7,324,287 Goodwill acquired in acquisition of TheStreet - 8,815,090 Carrying value at end of year $ 16,139,377 $ 16,139,377 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, 2020 and 2019, 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. The annual impairment test was performed on December 31, 2020. No impairment of goodwill has been identified during the years ended December 31, 2020 and 2019. |
Restricted Stock Liabilities
Restricted Stock Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Stock Liabilities | |
Restricted Stock Liabilities | 12. Restricted Stock Liabilities On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with the HubPages merger. Pursuant to the amendment: ● the restricted stock awards ceased to vest and all unvested shares were deemed unvested and forfeited, leaving an aggregate of 1,064,549 shares vested; ● the restricted stock units were modified to vest on December 31, 2020, and as of the close of business on December 31, 2020, each restricted stock unit was terminated and deemed forfeited, with no shares vesting thereunder; and ● subject to certain conditions, the Company agreed to purchase 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. As a result of the modification of the equity-based awards, the Company recognized $334,328 of incremental stock-based compensation costs at the time of the modification and recorded $3,800,734 as a reclassification of restricted stock awards and units from equity to liability classified upon modification, as reflected within additional paid-in capital on the consolidated statements of stockholders’ deficiency. The following table presents the components of the restricted stock liabilities as of December 31, 2020: Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share) $ 4,258,196 Less imputed interest (457,462 ) Present value of restricted stock liabilities 3,800,734 Less prepayments on December 31, 2020 (177,425 ) Restricted stock liabilities $ 3,623,309 Current portion of restricted stock liabilities $ 1,627,499 Long-term portion of restricted stock liabilities 1,995,810 Total restricted stock liabilities $ 3,623,309 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 13. Accrued Expenses Accrued expenses are summarized as follows: As of December 31, 2020 2019 General accrued expenses $ 4,116,875 $ 7,665,518 Accrued payroll and related taxes 2,519,903 968,782 Accrued publisher expenses 3,956,114 1,550,669 Sales tax liability 1,063,515 801,930 Due to Meredith - 701,734 Due to ABG - 4,000,000 Restricted stock liabilities 1,627,499 - Other 1,434,287 794,568 $ 14,718,193 $ 16,483,201 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Line of Credit Facility [Abstract] | |
Line of Credit | 14. Line of Credit FastPay Credit Facility SallyPort Credit Facility |
Liquidated Damages Payable
Liquidated Damages Payable | 12 Months Ended |
Dec. 31, 2020 | |
Liquidated Damages Payable | |
Liquidated Damages Payable | 15. Liquidated Damages Payable Liquidated Damages payable are summarized as follows: As of December 31, 2020 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Series I Preferred Stock Series J Preferred Stock Total Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,386,000 $ 1,200,000 $ 3,764,956 Public Information Failure Damages - 1,163,955 905,490 1,386,000 1,200,000 4,655,445 Accrued interest - 481,017 134,466 332,185 200,022 1,147,690 $ 15,001 $ 2,808,927 $ 1,039,956 $ 3,104,185 $ 2,600,022 $ 9,568,091 As of December 31, 2019 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible 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 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). 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, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 16. Fair Value Measurements The Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Company’s cash and cash equivalents of $9,033,872 and $8,852,281, respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions. Financial instruments measured at fair value during the year consisted of the following as of December 31, 2020 and 2019: Year Ended December 31, 2020 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-term debt: 12% Amended Senior Secured Notes $ 52,556,401 $ - $ 52,556,401 $ - Warrant derivative liabilities: Strome Warrants $ 704,707 $ - $ - $ 704,707 B. Riley Warrants 443,188 - - 443,188 Total warrant derivative liabilities $ 1,147,895 $ - $ - $ 1,147,895 Year Ended December 31, 2019 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-term debt: 12% Amended Senior Secured Notes $ 44,009,745 $ - $ 44,009,745 $ - Warrant derivative liabilities: Strome Warrants $ 1,036,687 $ - $ - $ 1,036,687 B. Riley Warrants 607,513 - - 607,513 Total warrant derivative liabilities $ 1,644,200 $ - $ - $ 1,644,200 Embedded derivative liabilities $ 13,501,000 $ - $ - $ 13,501,000 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: The Company accounts for certain warrants and the embedded conversion features of the 12% Convertible Debentures (as described in Note 18) as derivative liabilities, which require 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 the fair value of the L2 Warrants, Strome Warrants and B. Riley Warrants (all as described in Note 21) utilizing the Black-Scholes valuation model as further described below. 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 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 as of and for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Carrying amount at beginning of year: L2 Warrants $ - $ 418,214 Strome Warrants 1,036,687 587,971 B. Riley Warrants 607,513 358,050 Subtotal carrying amount at beginning of year 1,644,200 1,364,235 Change in valuation of warrant derivative liabilities: L2 Warrants - 316,972 Strome Warrants (331,980 ) 448,716 B. Riley Warrants (164,325 ) 249,463 Subtotal change in valuation during the year (496,305 ) 1,015,151 Exercise of warrants during the year: L2 Warrants - 735,186 Carrying amount at end of year: Strome Warrants 704,707 1,036,687 B. Riley Warrants 443,188 607,513 Carrying amount at end of year $ 1,147,895 $ 1,644,200 For the years ended December 31, 2020 and 2019, 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 $496,305 and ($1,015,151), respectively. The L2 Warrants were fully exercised on a cashless basis during the year ended December 31, 2019, resulting in a $735,186 offset within additional paid-in capital 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), for the 12% Convertible Debentures (refer to Note 18) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Carrying amount at beginning of year $ 13,501,000 $ 7,387,000 Issuance date of March 18, 2019 - 822,000 Issuance date of March 27, 2019 - 188,000 Issuance date of April 8, 2019 - 64,000 Change in fair value of embedded derivative liabilities (2,571,004 ) 5,040,000 Fair value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures (10,929,996 ) - Carrying amount at end of year $ - $ 13,501,000 For the year ended December 31, 2020, the change in valuation of embedded derivative liabilities as described in the above table of $2,571,004 was recognized as other income on the consolidated statements of operations. 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. 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, 2019 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, 2019 on the consolidated statements of operations. As a result of the conversion of certain 12% Convertible Debentures into shares of the Company’s common stock, the Company recorded the fair value of the embedded derivative liabilities of the conversion option features, buy-in features, and default remedy features of $10,929,996 within additional paid-in capital on the consolidated statements of stockholders’ deficiency (as further described in Note 18). There have been no transfers in Level 1, Level 2, and Level 3 and no changes in valuation techniques for these assets or liabilities for the years ended December 31, 2020 and 2019. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 17. 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, the total principal amount of advances outstanding were $319,351 (including accrued interest of $12,574) (see Note 25). As of December 31, 2020, the note was repaid (further details are provided in Note 20). |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 18. Convertible Debt During 2018 and 2019, the Company had various financings through the issuance of the 12% senior subordinated convertible debentures which were due and payable on December 31, 2020 (the “12% Convertible Debentures”). Interest accrued 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 were secured by a security agreement, dated as of October 18, 2018, by and among the Company and each investor thereto. The 12% Convertible Debentures were subject to the Company receiving stockholder approval to increase its authorized shares of common stock before conversion. Principal on the 12% Convertible Debentures were convertible into shares of the Company’s common stock, at the option of the investor at any time prior to December 31, 2020, at either a per share conversion price of $0.33 (with respect to the 12% Convertible Debentures issued in 2018) or $0.40 (with respect to the 12% Convertible Debentures issued in 2019), subject to adjustment for stock splits, stock dividends and similar transactions, and certain beneficial ownership blocker provisions. Further, the 12% Convertible Debentures were subject to Liquidated Damages (as further described below and in Note 23 and Note 26). The 12% Convertible Debentures were issued and convertible into shares of the Company’s common stock as follows: (1) gross proceeds of $13,091,528 on December 12, 2018, convertible into 39,671,297 shares; (2) gross proceeds of $1,696,000 on March 18, 2019, convertible into 4,240,000 shares; (3) gross proceeds of $318,000 on March 27, 2019, convertible into 795,000 shares; and (4) gross proceeds of $100,000 on April 8, 2019, convertible into 250,000 shares. Upon issuance of the various financings, the Company accounted for the embedded conversion option feature, buy-in feature, and default remedy feature (as further described below and in Note 16) as embedded derivative liabilities, which required the Company to carry such amount on its consolidated balance sheets as a liability at fair value, as adjusted at each period-end (see Note 16). The Company also incurred 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 12% Convertible Debentures issued during the year ended December 31, 2019 were as follows: 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, which fully limited the conversion of the 12% Convertible Debentures into shares of common stock by the holders (outside of the issuance limitation these 12% Convertible Debentures were convertible into 4,240,000 shares of the Company’s common stock), subject to certain conditions as described below. 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, which fully limited the conversion of the 12% Convertible Debentures into shares of common stock by the holder (outside of the issuance limitation these 12% Convertible Debentures were convertible into 795,000 shares of the Company’s common stock), subject to certain conditions as described below. 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, which fully limited the conversion of the 12% Convertible Debentures into shares of common stock by the holder (outside of the issuance limitation this 12% Convertible Debenture was convertible into 250,000 shares of the Company’s common stock), subject to certain conditions as described below. 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 The 12% Convertible Debentures also provided that as long as the debt remains outstanding, unless investors holding at least 51% in principal amount of the then-outstanding 12% Convertible Debentures otherwise agree, the Company was not permitted to 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 within a certain timeframe and subject to certain conditions. 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, 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 registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). 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 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 securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). 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 15 and Note 26). 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. With respect to the conversion of the accrued interest into shares of the Company’s common stock, the Company recognized a loss on conversion of $3,297,539 at the time of conversion on the consolidated statements of operations. Upon conversion of the 12% Convertible Debentures, the Company recorded the aggregate outstanding principal and loss on conversion of the accrued interest of $21,402,488 within additional paid-capital on the consolidated statements of stockholders’ deficiency. 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 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 For additional information for the years ended December 31, 2020 and 2019 with respect to interest expense related to the 12% Convertible Debentures . |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 19. 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, 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 issued by the Company thereunder. All borrowings under the amended and restated note purchase agreement are collateralized by substantially all assets of the Company. Pursuant to the amended and restated note purchase agreement, the Company issued an amended and restated 12% senior secured note, due June 14, 2022, in the aggregate principal amount of $68,000,000, which amended, restated, and superseded that $20,000,000 12% Senior Secured Note issued by the Company to the investor (the “12% Amended Senior Secured Note(s)”). The Company received additional gross proceeds of $48,000,000, which after taking into account a B. Riley FBR placement of $2,400,000, the Company received net proceeds of $45,600,000, of which $45,000,000 was paid to ABG against future Royalties in connection with the Sports Illustrated Licensing Agreement with ABG, and the balance of $600,000 was used by the Company for working capital and general corporate purposes. In addition, the Company paid B. Riley FBR, in cash, a success fee of $3,400,000 and legal fees of the investor of $50,000. 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 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. 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. Pursuant to the second amendment to the amended and restated note purchase agreement, the Company replaced its previous $3,500,000 working capital facility with Sallyport with a new $15,000,000 working capital facility with FastPay; and (ii) BRF Finance issued a letter of credit in the amount of approximately $3,000,000 to the Company’s landlord for the property lease located at 225 Liberty Street, 27th Floor, New York, New York 10281. The balance outstanding under the note purchase agreement was no longer outstanding as of March 24, 2020 (refer to 12% Second Amended Senior Secured Notes 12% Second Amended Senior Secured Notes On March 24, 2020, the Company entered into a second amended and restated note purchase agreement, which further amended and restated the 12% Amended Senior Secured Notes (collectively, with all previous amendments and restatements, the “12% Second Amended Senior Secured Notes”). 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 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, was payable in-kind in arrears on the last day of such applicable fiscal quarter. On October 23, 2020, the Company entered into an amendment 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 in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments. Further details subsequent to the date of these consolidated financial statements are provided under the heading Long-Term Debt Delayed Draw Term Note On March 24, 2020, the Company entered into 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 interest amounts, shares of the Company’s common stock Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments. On October 23, 2020, $3,367,000, including principal and accrued interest of the Term Note, converted into shares of the Company’s Series K Preferred Stock (see Note 20). Further details subsequent to the date of these consolidated financial statements are provided under the heading Long-Term Debt Paycheck Protection Program Loan On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”) (the “PPP Loan”). The Company received total proceeds of $5,702,725 under the PPP Loan. In accordance with the requirements of the CARES Act, the Company used proceeds from the PPP Loan primarily for payroll costs. The PPP Loan was scheduled to mature on April 6, 2022, with 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 PPP Loan was fully forgiven on June 22, 2021 (further details are provided under the heading Long-Term Debt The following table represents the components of long-term debt recognized during the years ended December 31, 2020 and 2019 and the carrying value as of December 31, 2020 and 2019: As of December 31, 2020 2019 12% Second Delayed Paycheck Total 12% Second Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 $ - $ - $ 20,000,000 $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 - - 48,000,000 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 - - 3,000,000 3,000,000 Principal amount of debt received on March 26, 2020 - 6,913,865 - 6,913,865 - Principal amount of debt received on April 6, 2020 - - 5,702,725 5,702,725 - Subtotal principal amount of debt 71,000,000 6,913,865 5,702,725 83,616,590 71,000,000 Add accrued interest 7,457,388 675,958 - 8,133,346 1,082,642 Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) (4,853,933 ) - - (4,853,933 ) (4,853,933 ) Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) - (3,295,505 ) - (3,295,505 ) - Less principal payments paid in cash (17,307,364 ) - - (17,307,364 ) (17,307,364 ) Principal amount of debt outstanding including accrued interest 56,296,091 4,294,318 5,702,725 66,293,134 49,921,345 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) (691,387 ) - (4,241,387 ) (3,550,000 ) Commitment fee (2% of unused commitment) - (101,723 ) - (101,723 ) - Success based fee to B. Riley FBR (3,400,000 ) - - (3,400,000 ) (3,400,000 ) Legal and other costs (202,382 ) (120,755 ) - (323,137 ) (202,382 ) Subtotal debt discount (7,152,382 ) (913,865 ) - (8,066,247 ) (7,152,382 ) Less amortization of debt discount 3,412,692 554,693 - 3,967,385 1,240,782 Unamortized debt discount (3,739,690 ) (359,172 ) - (4,098,862 ) (5,911,600 ) Carrying value at end of year $ 52,556,401 $ 3,935,146 $ 5,702,725 $ 62,194,272 $ 44,009,745 Information for the years ended December 31, 2020 and 2019 with respect to interest expense related to long-term debt is provided below under the heading Interest Expense Interest Expense The following table represents interest expense: Years Ended December 31, 2020 2019 Amortization of debt discounts: 12% Convertible Debentures $ 3,880,609 $ 3,304,893 12% Second Amended Senior Secured Notes 2,171,910 1,240,782 Term Note 554,693 - Total amortization of debt discount 6,607,212 4,545,675 Accrued and noncash converted interest: 12% Convertible Debentures 2,116,281 1,831,130 12% Second Amended Senior Secured Notes 6,374,746 1,228,709 Term Note 747,453 - Promissory Note 5,844 5,794 Total accrued and noncash converted interest 9,244,324 3,065,633 Cash paid interest: 12% Second Amended Senior Secured Notes - 2,351,904 Promissory Note - 983 Other 645,681 499,375 Total cash paid interest expense 645,681 2,852,262 Total interest expense $ 16,497,217 $ 10,463,570 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | 20. 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, 2020 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 19,597 shares are outstanding; ● 25,800 authorized shares designated as “Series I Convertible Preferred Stock” on June 27, 2019, none of which are outstanding (as further described below); ● 35,000 authorized shares designated as “Series J Convertible Preferred Stock” on October 4, 2019, none of which are outstanding (as further described below); and ● 20,000 authorized shares designated as “Series K Convertible Preferred Stock” on October 22, 2020, none of which are outstanding (as further described below) 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”), of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $1,000 per share, convertible into 188,791 shares of the Company’s common stock. The Series G Preferred Stock is convertible into shares of common stock, at the option of the holder, subject to certain limitations. The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock or buy out all outstanding shares of Series G Preferred Stock at the liquidation value of $168,496. 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. 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 is 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 “Closing Date”), 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, for aggregate gross proceeds of $19,399,250 (net proceeds of $18,045,496 after taking into consideration issuance costs). Between August 14, 2020 and August 20, 2020, the Company entered into additional securities purchase agreements for the sale of Series H Preferred Stock with accredited investors, pursuant to which the Company issued 108 shares (after it rescinded the issuance of 2,145 shares that were deemed null and void and repaid to certain holders on October 28, 2020), at a stated value of $1,000 per share, initially convertible into 327,273 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share, for aggregate gross proceeds of $130,896 (net proceeds of $113,000 after taking into consideration issuance costs), which was used for working capital and general corporate purposes. 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 1,178,788 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 in connection with the cancellation of promissory notes payable to Mr. Heckman in the aggregate outstanding principal amount of $389,000. The number of shares issuable upon conversion of the Series H Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series H Preferred Stock votes on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions and other certain conditions. 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. All the shares of Series H Preferred Stock automatically convert into shares of the Company’s common stock on the fifth anniversary of the Closing Date at the conversion price of $0.33 per share. The shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the date 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, which was filed on December 18, 2020, therefore this limitation was removed (as further described in Note 21). Pursuant to the registration rights agreement entered into on August 10, 2018, in connection with the securities purchase agreements, 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, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of certain events 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 registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). The securities purchase agreements entered into on August 10, 2018, 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 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 securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The following table represents the components of the Series H Preferred Stock for the year ended December 31, 2020 and as of December 31, 2019: Shares Series H Preferred Stock Components Series H Preferred Stock at December 31, 2019 19,400 $ 18,045,496 Issuance of Series H Preferred Stock on August 19, 2020: Issuance of Series H Preferred Stock 108 130,896 Less issuance costs netted from the proceeds (17,896 ) Net proceeds received upon issuance of Series H Preferred Stock 113,000 Conversion of Series H Preferred Stock into common stock on September 21, 2020 (300 ) (300,000 ) Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 389 389,000 Net issuance of Series H Preferred Stock 197 202,000 Series H Preferred Stock at December 31, 2020 19,597 $ 18,247,496 Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon issuance of Series H Preferred Stock $ 502,000 During the year ended December 31, 2020, in connection with the issuance of 108 shares (issued on August 19, 2020) and 389 shares (issued on October 31, 2020) of Series H Preferred Stock, the Company recorded a beneficial conversion feature in the amount of $113,000 and $389,000 (totaling $502,000), respectively, 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 and $0.77 at the issuance date of August 19, 2020 and October 31, 2020, respectively). The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital. 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 Convertible Preferred Stock (the “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 votes on an as-if-converted to common stock basis, subject to certain conditions. 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 and upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). The securities purchase agreements 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 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 securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). 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 (further details are presented in the table below). The following table represents the components of the Series I Preferred Stock for the years ended December 31, 2020 and 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 at December 31, 2019 23,100 19,699,742 Conversion of Series I Preferred Stock to common stock on December 18, 2020 (23,100 ) (19,699,742 ) Series I Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series I Preferred Stock $ 5,082,000 All of the shares of Series I Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature for the underlying common shares since the nondetachable conversion feature was in-the-money (the conversion price of $0.50 was lower than the Company’s common stock trading price of $0.61 at the conversion date). The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital. 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 Convertible Preferred Stock (the “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. 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 acquisition of TheStreet, and other acquisitions during 2018, 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 and upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). On September 4, 2020, the Company closed on securities purchase agreements with two accredited investors, pursuant to which the Company issued an aggregate of 10,500 shares of Series J Preferred Stock at a stated value of $1,000 per share, initially convertible into 15,000,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.70, for aggregate gross proceeds of $6,000,000, which was used for working capital and general corporate purposes. Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements on September 4, 2020, 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) and upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). The number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each share of Series J Convertible Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions. The securities purchase agreements 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 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 securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). 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 (further details are presented in the table below). The following table represents the components of the Series J Preferred Stock for the years ended December 31, 2020 and 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 $ 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 (1,680,000 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock at December 31, 2019 17,739,996 Issuance of Series J Preferred Stock on September 4, 2020 10,500 6,000,000 Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020 30,500 23,739,996 Conversion of Series J Preferred Stock to common stock on December 18, 2020 (as further described below) (30,500 ) (23,739,996 ) Series I Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series J Preferred Stock $ 586,545 All of the shares of Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature for the underlying common shares since the nondetachable conversion feature was in-the-money (the effective conversion price of $0.40 for the issuance of Series J Preferred Stock on September 4, 2020 (these shares were issued at a discount) was lower than the Company’s common stock trading price of $0.61 at the conversion date). The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital. Series K Preferred Stock Between October 23, 2020 and November 11, 2020, the Company closed on several securities purchase agreements with accredited investors, pursuant to which the Company issued an aggregate of 18,042 shares of Series K Convertible Preferred Stock” (the “Series K Preferred Stock”) at a stated value of $1,000, initially convertible into 45,105,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.40 per share, for aggregate gross proceeds of $18,042,000. The number of shares issuable upon conversion of the Series K Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series K Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions. 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. 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) and upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested. The registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). The securities purchase agreements 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 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 securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). The following table represents the components of the Series K Preferred Stock for the year ended December 31, 2020: Shares Series K Preferred Stock Components Issuance of Series K Preferred Stock: Issuance of Series K Preferred Stock on October 23, 2020 6,750 $ 6,750,000 Issuance of Series K Preferred Stock on October 28, 2020 5,292 5,292,000 Issuance of Series K Preferred Stock on November 11, 2020 6,000 6,000,000 Subtotal issuance of Series K Preferred Stock 18,042 18,042,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (440,500 ) Legal fees and other costs (120,000 ) Total issuance costs (560,500 ) Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020 17,481,500 Conversion of Series K Preferred Stock to common stock on December 18, 2020 (18,042 ) (17,481,500 ) Series K Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series k Preferred Stock $ 9,472,050 All of the shares of Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020, as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21). Upon conversion the Company recognized a beneficial conversion feature for the underlying common shares since the nondetachable conversion feature was in-the-money (the conversion price of $0.40 was lower than the Company’s common stock trading price of $0.61 at the conversion date). The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 21. 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 as the result of filing on December 18, 2020, a Certificate of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common stock from 100,000,000 shares to 1,000,000,000 shares. Common Stock to be Issued During the years ended December 31, 2020 and 2019, in connection with the merger of Say Media, the Company issued 2,857,357 shares and 1,188,880 shares, respectively, of its common stock out of total shares required to be issued of 5,067,167 as of January 1, 2019, and has remaining shares to be issued of 1,020,930 as of December 31, 2020. In connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 60,000 shares of the Company’s common stock that have not been issued as of December 31, 2020. Further, the 60,000 shares of common stock to be issued were subject to Liquidated Damages (see Note 15). Restricted Stock Awards As of December 31, 2020 and 2019, a net of 12,312,417 restricted stock awards for shares of the Company’s common stock issued during 2016 remain outstanding and are fully vested. The awards contained a buy-back right that was waived by the Board on March 12, 2018, which resulted in a modification of the restricted stock awards upon the waiver. 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. In connection with the merger of HubPages, 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, 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 merger agreement. The shares were subject to vesting over twenty-four equal monthly installments beginning September 23, 2019, and ending September 23, 2021, with the estimated fair value of these shares was recognized as compensation expense over the vesting period of the award. The restricted stock awards provided for a true-up period that if the common stock was sold for less than $2.50 the holder would receive, subject to certain conditions, additional shares of common stock up to a maximum of the number of shares originally received (or 2,400,000 in aggregate to all holders) for the shares that re-sold for less than $2.50. The true-up provision was settled on May 31, 2019 (as further described in Note 22). The true-up period, in general, was 13 months after the consummation of the 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 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 continued service with the Company. The awards vest over a twelve-month period from the grant date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 22). On December 11, 2019, the Company modified the vesting provisions of 2,000,000 restricted stock awards, issued in connection with the Say Media merger, to remove certain 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. Compensation expense is recognized over the vesting period of the awards. On January 1, 2020, the Company issued 562,500 shares of its common stock as restricted stock awards to certain members of the Board subject to continued service with the Company. The awards vest over a twelve-month period from the grant date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 22). 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, 2020 and 2019 is as follows: Number of Shares Weighted Average Grant-Fair Unvested Vested Value Date Restricted stock awards outstanding at January 1, 2019 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 Issued 562,500 - 0.18 Vested (2,237,500 ) 2,237,500 Restricted stock awards subject to repurchase - (1,064,549 ) Forfeited (399,998 ) (746,813 ) Restricted stock awards outstanding at December 31, 2020 316,667 14,434,214 0.42 The Company recorded forfeited unvested restricted stock awards and/or forfeited vested restricted stock awards used for tax withholding of 1,146,811 (399,998 forfeited awards and 746,813 used for tax withholding) and 1,227,512 (825,000 forfeited awards and 402,512 used for tax withholding) during the years ended December 31, 2020 and 2019, respectively, on the consolidated statements of stockholders’ deficiency. On December 31, 2020, the Company modified certain vested restricted stock awards where the Company agreed to repurchase the underlying common stock at a specified price and forfeited any unvested awards (as further described in Note 12) Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the restricted stock awards is provided under the heading Stock-Based Compensation 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 who 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 and 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, 2020 (as further detailed below). 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. 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. Strome Warrants The Strome Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the resale of the warrant shares, be exercised on a cashless basis in certain circumstances. B. Riley Warrants The B. Riley Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event, 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. A summary of the Financing Warrants activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2019 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 outstanding at December 31, 2020 2,882,055 0.60 2.94 Financing Warrants exercisable at December 31, 2020 2,882,055 0.60 2.94 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. The intrinsic value of exercisable but unexercised in-the-money Financing Warrants as of December 31, 2020 was approximately $280,996, based on a fair market value of the Company’s common stock of $0.60 per share on December 31, 2020. The Financing Warrants outstanding and exercisable as of December 31, 2020 are summarized as follows: Outstanding Exercise Price Expiration Date Classified as Derivative Liabilities (Shares) Classified within Stockholders’ Equity (Shares) Total 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 AllHipHop Warrants Publisher Partner Warrants The AllHipHop Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may be exercised on a cashless basis. Publisher Partner Warrants Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the Publisher Partner Warrants is provided under the heading Stock-Based Compensation ABG Warrants Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the ABG Warrants is provided under the heading Stock-Based Compensation |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 22. 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 issuance of common stock awards under the 2016 Plan is administered by the Company and approved by the Board. 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, 2020 were calculated using the Black-Scholes option pricing model under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 0.45 % 0.45 % Expected dividend yield 0.00 % 0.00 % Expected volatility 71.00 % 132.00 % Expected life 6.0 years 6.0 years A summary of the common stock award activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2019 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 Granted 234,000 0.90 Exercised (6,944 ) 0.56 Forfeited (601,179 ) 1.09 Expired (788,101 ) 0.53 Common stock awards outstanding at December 31, 2020 6,902,337 0.86 7.50 Common stock awards exercisable at December 31, 2020 6,027,418 0.90 7.47 Common stock awards not vested at December 31, 2020 874,919 Common stock awards available for future grants at December 31, 2020 3,097,663 The aggregate grant date fair value of common stock awards granted during the years ended December 31, 2020 was $117,000. The intrinsic value of exercisable but unexercised in-the-money common stock awards as of December 31, 2020 was approximately $185,413 based on a fair market value of the Company’s common stock of $0.60 per share on December 31, 2020. The exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 4,825,750 3,982,816 $ 1.01 to $1.25 780,751 779,843 $ 1.51 to $1.75 250,000 229,479 $ 1.76 to $2.00 924,169 913,613 $ 2.01 to $2.25 121,667 121,667 6,902,337 6,027,418 Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the common stock awards is provided under the heading Stock-Based Compensation 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 (further details subsequent to the issuance 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 years ended December 31, 2020 and 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: December 31, 2020 December 31, 2019 Up-list No Up-list Up-list No Up-list Expected life 0.20% - 0.79 % 0.20% - 0.79 % 1.51% - 2.59 % 1.51% - 2.59 % Risk-free interest rate 0.00 % 0.00 % 0.00 % 0.00 % Volatility factor 61.00% - 91.00 % 61.00% - 142.00 % 69.00% - 95.00 % 119.00% - 149.00 % Dividend rate 3.0 – 6.7 years 3.0 – 6.7 years 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 Expected life 2.20% - 2.70 % 2.16% - 2.71 % Risk-free interest rate 0.00 % 0.00 % Volatility factor 140.00% - 146.00 % 110.00 % Dividend rate 10.0 years 10.0 years A summary of the common equity award activity during the years ended December 31, 2020 and 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 Granted 25,393,768 0.71 Forfeited (8,342,377 ) 0.61 Expired (2,722 ) 0.56 Common equity awards vested at December 31, 2020 82,062,314 0.58 8.65 Common equity awards exercisable at December 31, 2020 13,608,686 0.54 8.49 Common equity awards not vested at December 31, 2020 68,453,628 Common equity awards available for future grants at December 31, 2020 2,937,686 The aggregate grant date fair value for the common equity awards granted during the years ended December 31, 2020 and 2019 was $11,180,642 and $30,864,185, respectively. The intrinsic value of exercisable but unexercised in-the-money common equity awards as of December 31, 2020 was approximately $1,416,000 based on a fair market value of the Company’s common stock of $0.60 per share on December 31, 2020. The exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) No exercise price 250,000 250,000 Under $1.00 81,812,314 13,358,686 82,062,314 13,608,686 Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the common equity awards is provided under the heading Stock-Based Compensation Outside Options The Company granted stock options outside the 2016 Plan and 2019 Plan during the year ended December 31, 2020 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 issuance of outside options is administered by the Company and approved by the Board. Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares of common stock to allow for the exercise of these outside options granted; accordingly, any common stock options granted were considered unfunded and were not exercisable until sufficient common shares were authorized (further details are provided in Note 21). 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, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2019 2,414,000 $ 0.36 9.94 Granted 1,500,000 0.57 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 Forfeited (195,333 ) 0.46 Expired (477,334 ) 0.39 Outside options outstanding at December 31, 2020 3,052,000 0.46 8.07 Outside options exercisable at December 31, 2020 2,376,333 0.43 6.20 Outside options not vested at December 31, 2020 675,667 The aggregate grant date fair value of outside options granted during the year ended December 31, 2019 was $675,000. The intrinsic value of exercisable but unexercised in-the-money outside options as of December 31, 2020 was approximately $401,583 based on a fair market value of the Company’s common stock of $0.60 per share on December 31, 2020. The exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 3,052,000 2,376,333 Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the outside options is provided under the heading Stock-Based Compensation Publisher Partner Warrants On December 19, 2016, as amended on August 23, 2017, and August 23, 2018, the Board approved the Channel Partner Warrant Program to be administered by management that authorized the Company to grant Publisher Partner Warrants. As of December 31, 2020, Publisher Partner Warrants to purchase up to 2,000,000 shares of the Company’s common stock were reserved for grant. The Publisher Partner Warrants had certain performance conditions. Pursuant to the terms of the Publisher Partner Warrants, the Company would notify the respective Publisher 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 Publisher 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 Publisher Partner generated during the six-month period from the launch of the Publisher 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. A summary of the Publisher Partner Warrants activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Publisher Partner Warrants outstanding at January 1, 2019 1,017,140 $ 1.47 3.26 Forfeited (77,599 ) 1.62 Publisher Partner Warrants outstanding at December 31, 2019 939,541 1.46 2.57 Forfeited (150,000 ) Publisher Partner Warrants outstanding at December 31, 2020 789,541 1.34 1.50 Publisher Partner Warrants exercisable at December 31, 2020 463,041 1.31 1.52 Publisher Partner Warrants not vested at December 31, 2020 326,500 Publisher Partner Warrants available for future grants at December 31, 2020 1,210,459 During the year ended December 31, 2020, the Company recognized incremental compensation costs as a result of the Exchange of $27,754 (see Note 21). There was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $0.60 per share of the Company’s common stock was lower than the exercise prices on December 31, 2020. The exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2020. Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 40,000 40,000 $ 1.01 to $1.25 465,419 275,419 $ 1.26 to $1.50 68,277 68,277 $ 1.51 to $1.75 110,318 27,818 $ 1.76 to $2.00 104,449 50,449 $ 2.01 to $2.25 1,078 1,078 789,541 463,041 Information with respect to compensation expense and unrecognized compensation expense related to the Publisher Partner Warrants is provided below. Restricted Stock Units On May 31, 2019, the Company issued 2,399,997 restricted stock units to certain 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 represented 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 was to be credited to a separate account maintained by the Company in certain circumstances. All amounts credited to the separate account will be part of the general assets of the Company. The restricted stock units were to 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 are provided in Note 21). Further, unless otherwise specified in an employee’s grant agreement, vesting will cease upon the termination of the employees continuous service. 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 years ended December 31, 2020 and 2019 is as follows: Number of Shares Weighted Average Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2019 - - $ - Granted 2,399,997 - 0.45 Restricted stock units outstanding at December 31, 2019 2,399,997 - 0.45 Forfeited (2,399,997 ) - Restricted stock units outstanding at December 31, 2020 - - - As aforementioned (see Note 12), the restricted stock units were forfeited on December 31, 2020. Information with respect to stock-based compensation expense and unrecognized stock-based compensation expense related to the restricted stock units is included within the Restricted Stock Awards caption under the heading Stock-Based Compensation 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 with the fair value of the warrants measured at the time of issuance and expensed over the requisite service period. The fair value of the ABG Warrants issued 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 years ended December 31, 2020 and 2019 is as follows: Number of Shares Weighted Average Exercise Weighted Average Remaining Contractual Life Unvested Vested Price (in years) ABG Warrants outstanding at January 1, 2019 - - $ - Issued 21,989,844 - 0.63 ABG Warrants outstanding at December 31, 2019 21,989,844 - 0.63 9.46 Vested (2,198,985 ) 2,198,985 0.63 ABG Warrants outstanding at December 31, 2020 19,790,859 2,198,985 0.63 8.46 The aggregate issue date fair value of the ABG Warrants issued during the year ended December 31, 2019 was $5,458,979. The intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2020 was approximately $197,909 based on a fair market value of the Company’s common stock of $0.60 per share on December 31, 2020. Information with respect to compensation expense and unrecognized compensation expense related to the ABG Warrants is provided under the heading Stock-Based Compensation Stock-Based Compensation Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2020 and 2019 are summarized as follows: Year Ended December 31, 2020 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 163,181 $ 156,043 $ 3,975,625 $ 8,394 $ 36,673 $ - $ 4,339,916 Selling and marketing 1,486,722 114,640 2,454,432 272,431 - - 4,328,225 General and administrative 317,982 615,604 3,439,803 150,577 - 1,449,074 5,973,040 Total costs charged to operations 1,967,885 886,287 9,869,860 431,402 36,673 1,449,074 14,641,181 Capitalized platform development 361,519 178,284 1,062,792 6,400 - - 1,608,995 Total stock-based compensation $ 2,329,404 1,064,571 $ 10,932,652 $ 437,802 $ 36,673 $ 1,449,074 $ 16,250,176 Year Ended December 31, 2019 Restricted Common Common Publisher 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 Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2020 was as follows: As of December 31, 2020 Restricted Stock Awards Common Stock Awards Common Equity Awards Outside Options Publisher Partner Warrants ABG Warrants Totals Unrecognized compensation expense $ 81,620 $ 371,932 $ 19,874,675 $ 283,388 $ - $ 3,214,102 $ 23,825,717 Weighted average period expected to be recognized (in years) 0.95 0.67 1.87 1.18 - 2.38 1.91 |
Liquidated Damages
Liquidated Damages | 12 Months Ended |
Dec. 31, 2020 | |
Liquidated Damages | |
Liquidated Damages | 23. Liquidated Damages The following tables summarize the Liquidated Damages recognized during the years ended December 31, 2020 and 2019, with respect to the registration rights agreements and securities purchase agreements: Year Ended December 31, 2020 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 69,992 60,007 131,577 Balance $ 13,878 $ 693,692 $ 780,007 $ 1,487,577 Year Ended December 31, 2019 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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 24. Income Taxes The components of the (provision) benefit for income taxes consist of the following: Years Ended December 31, 2020 2019 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax (provision) benefit: Federal 20,677,960 9,802,070 State and local 5,279,879 3,053,709 Change in valuation allowance (26,168,671 ) 6,685,348 Total deferred tax (provision) benefit (210,832 ) 19,541,127 Total income tax (provision) benefit $ (210,832 ) $ 19,541,127 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. Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID-19 relief provisions for businesses. The Company has evaluated the impact of both the Acts and has determined that any impact is not material to its financial statements. The components of deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 35,535,941 $ 20,998,172 Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 458,506 450,116 Accrued expenses and other 677,909 64,494 Liquidated damages 1,549,313 1,078,235 Unearned revenue 2,356,111 - Stock-based compensation 2,158,080 1,055,083 Operating lease liability 691,228 223,596 Depreciation and amortization 4,341,983 3,921,952 Deferred tax assets 48,032,944 28,055,521 Valuation allowance (29,653,417 ) (3,484,746 ) Total deferred tax assets 18,379,527 24,570,775 Deferred tax liabilities: Prepaid expenses (144,704 ) (148,051 ) Unearned revenue - (67,295 ) Acquisition-related intangibles (18,445,655 ) (24,355,429 ) Total deferred tax liabilities (18,590,359 ) (24,570,775 ) Net deferred tax liabilities $ (210,832 ) $ - 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, except for deferred tax liabilities on indefinite lived intangible assets, as of December 31, 2020 and 2019. As of December 31, 2020, the Company had federal, state, and local net operating loss carryforwards available of approximately $131.17 million, $100.61 million, and $31.15 million, respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $60.67 million do not expire (limited to 80% of taxable income in a given year) and $70.50 million will expire, if not utilized, through 2037 in various amounts. 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. 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 the Company can use to reduce its 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 2020 and concluded it may have experienced an ownership change as a result of certain equity offerings during the rolling three-year period of 2018 to 2020. 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, 2019 and 2020 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, 2020. The provision (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, 2020 2019 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (18,694,437 ) 21.0 % $ (12,188,924 ) 21.0 % State and local taxes, net of federal benefit (5,279,879 ) 5.9 % (3,053,709 ) 5.3 % Stock-based compensation 1,768,735 (2.0 )% 1,591,202 (2.7 )% Unearned revenue (5,120,330 ) 5.8 % (1,969,056 ) 3.4 % Interest expense 1,173,535 (1.3 )% 1,015,199 (1.7 )% Other differences, net 152,294 (0.2 )% 199,643 (0.4 )% Valuation allowance 26,168,671 (29.4 )% (6,685,348 ) 11.5 % Other permanent differences 42,243 0.0 % 1,549,866 (2.7 )% Tax provision (benefit) and effective income tax rate $ 210,832 (0.2 )% $ (19,541,127 ) 33.7 % 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, 2020 and 2019. 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 2017 forward and the California returns from 2016 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 25. Related Party Transactions 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 Levinsohn 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. On March 24, 2020, the Company entered into a second amended and restated note purchase agreement with BRF Finance, an affiliated entity of B. Riley, in its capacity as agent and a purchaser, which further amended and restated the amended and restated note purchase agreement dated June 14, 2019, as amended. Pursuant to the second amended and restated note purchase agreement, the Company issued the Term Note, in the aggregate principal amount of $12,000,000 to the purchaser. Up to $8,000,000 in principal amount under the Term Note was due on March 31, 2021, with the balance thereunder due on June 14, 2022. Interest on amounts outstanding under the Term Note are payable in-kind in arrears on the last day of each fiscal quarter. On March 25, 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 legal fees and expenses of BRF Finance that the Company paid, it received net proceeds of approximately $6,000,000. Pursuant to Amendment 1 to the second amended and restated note purchase agreement, dated October 23, 2020, interest payable on the 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 can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments. In addition, $3,367,000, including $3,295,506 of principal amount of the Term Note and $71,494 of accrued interest, was converted into shares of Series K Preferred Stock and the maturity date of the Term Note was changed from March 31, 2021 to March 31, 2022. John A. Fichthorn, the Executive Chairman, served as Head of Alternative Investments for B. Riley Capital Management, a wholly owned subsidiary of B. Riley. Todd Sims, one of the Company’s directors, has served as the President of BRVC, a wholly owned subsidiary of B. Riley since October 2020. B. Riley FBR and its affiliates also beneficially owns more than 10% of our common stock. B. Riley FBR and its affiliates also beneficially owns more than 10% of the Company’s common stock. Between August 14, 2020 and August 20, 2020, the Company entered into several securities purchase agreements for the sale of Series H Preferred Stock with certain accredited investors, including, among others, Strome and Strome Alpha Fund, L.P. (“Strome Alpha”), affiliates of Mark Strome, who previously beneficially owned more than 10% of the shares of the Company’s common stock and currently beneficially owns more than 10% of the shares of Series H Preferred Stock, pursuant to which the Company issued an aggregate of 2,253 shares, at a stated value of $1,000 per share, initially convertible into 6,825,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share, for aggregate gross proceeds of $2,730,000 for working capital and general corporate purposes. B. Riley FBR, acting as a placement agent for these issuances, waived its fee for these services and was reimbursed for certain legal and other costs. On October 28, 2020, the Company entered into a mutual rescission agreement with Strome and Strome Alpha, pursuant to which the stock purchase agreements entered into by Strome and Strome Alpha between August 14, 2020 and August 20, 2020 were rescinded and deemed null and void. On September 4, 2020, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 10,500 shares of Series J Preferred Stock at a stated value of $1,000, initially convertible into 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 $0.70 per share, for aggregate gross proceeds of $6,000,000. Of the shares of Series J Preferred Stock issued, B. Riley Securities, Inc., an affiliate of B. Riley, purchased 5,250 shares, and B&W Pension Trust, of which 180 Degree Capital Corp. is the Investment Adviser, purchased 5,250 shares. B. Riley FBR, acting as placement agent for these issuances, waived its fee for these services and was reimbursed for certain legal and other costs. Todd Sims, one of the Company’s directors, has served as the President of BRVC, a wholly-owned subsidiary of B. Riley since October 2020. B. Riley FBR and its affiliates also beneficially owns more than 10% of the Company’s common stock. Between October 23, 2020 and November 11, 2020, the Company entered into several securities purchase agreements with accredited investors, pursuant to which the Company issued an aggregate of 18,042 shares of Series K Preferred Stock at a stated value of $1,000 per share, initially convertible into 45,105,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.40 per share, for aggregate gross proceeds of $18,042,090. B. Riley FBR, acting as a placement agent for these issuances, was paid in cash $520,500 for its services and reimbursed for certain legal and other costs. John A. Fichthorn, the Executive Chairman, served as Head of Alternative Investments for B. Riley Capital Management, a wholly owned subsidiary of B. Riley. Todd Sims, one of the Company’s directors, has served as the President of BRVC, a wholly owned subsidiary of B. Riley since October 2020. B. Riley FBR and its affiliates also beneficially owns more than 10% of the Company’s common stock. 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 April 2020, Mr. Fichthorn served as Head of Alternative Investments for B. Riley Capital Management, which is an SEC-registered investment adviser and a wholly owned subsidiary of B. Riley. From April 2020 to November 2020, Mr. Fichthorn served as a consultant to B. Riley. Further, Mr. Fichthorn serves on our Board as a designee of the holders of our Series H Preferred Stock. During September 2018, Todd D. Sims joined the Board and is also a member of the board of directors of B. Riley. Mr. Sims has served as the President of BRVC, a wholly owned subsidiary of B. Riley since October 2020. Prior to that, Mr. Sims served as a member of the board of directors of B. Riley from 2016 to 2020. 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 27). As of December 31, 2020, our Board was composed of seven persons – Ross Levinsohn, John Fichthorn, Peter Mills, Todd Sims, B. Rinku Sen, David Bailey, and Joshua Jacobs. 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, 2020 and 2019, the Company paid Ms. Sen $12,050 and $39,650, respectively, for these services. Mr. Josh Jacobs has provided consulting services and operates a channel on the Company’s platform. During the years ended December 31, 2020, the Company paid Ms. Jacobs $120,000 for these services. 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. On August 26, 2020, the Company entered into a consulting agreement with James C. Heckman, the Company’s former Chief Executive Officer pursuant to which the Company agreed to pay to Mr. Heckman a monthly fee of approximately $29,167 (to be increased to approximately $35,417 once the Company’s senior executive officer salaries are returned to the levels in place prior to March 2020). Mr. Heckman is also entitled to bonus payments of up to one hundred percent of the monthly fees payable in the then-current year upon satisfaction of certain performance goals. Mr. Heckman may also be awarded additional equity incentive awards. The initial term of the consulting agreement commenced on August 26, 2020 and ends on August 26, 2021, which term may be extended for an additional 12-month period unless our then-Chief Executive Officer notifies Mr. Heckman of a decision not to extend at least 90 days in advance. On October 5, 2020, the Company entered into a separation agreement with Benjamin Joldersma, who served as the Company’s Chief Technology Officer from November 2016 through September 2020, pursuant to which the Company agreed to pay Mr. Joldersma approximately $111,000 as a severance payment, as well as any COBRA premiums. 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, the total principal amount of advances outstanding was $319,351 (includes accrued interest of $12,574) (see Note 17). On October 31, 2020, the Company entered into an exchange agreement with Mr. Heckman pursuant to which Mr. Heckman converted the outstanding principal amount due, together with accrued but unpaid interest under the promissory notes, into 389 shares of Series H Preferred Stock (see Note 20). Repurchases of Restricted Stock On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel of HubPages, including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of approximately 16,802 shares of the Company’s common stock at a price of $4 per share each month for a period of 24 months, for aggregate proceeds to Mr. Edmondson and his spouse of approximately $67,207 per month (see Note 12). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, the Company paid Publisher Partner guarantees of $9,391,135 and $7,111,248, 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 Company determined that it is contingently liable for certain for the Registration Rights Damages and Public Information Failure Damages (collectively the “Liquidated Damages”) covering the instruments in the table below, therefore, a contingent obligation (including interest computed at 1% per month based on the balance outstanding for each Liquidating Damages) exist as of the issuance date of these consolidated financial statements as follows: Series H Preferred Stock Series J Preferred Stock Series K Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ 360,000 $ - $ 360,000 Public Information Failure Damages 7,854 360,000 1,082,520 1,450,374 Accrued interest 153 7,437 2,817 10,407 $ 8,007 $ 727,437 $ 1,085,337 $ 1,820,781 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 27. 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 . 2019 Equity Incentive Plan From January 2021 through the date these consolidated financial statements were issued or were available to be issued, the Company granted common stock options, restricted stock units and restricted stock awards totaling 83,590,165 (includes 11,158,049 stock options and 26,048,781 restricted stock units issued on February 18, 2021, see below for further details) shares of the Company’s common stock, of which 83,565,415 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. 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 option holder 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 option holder 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 2019 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. 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. Appointments and Departures On February 16, 2021, the Company announced the appointment of H. 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. On June 8, 2021, Mr. Semler resigned as a director of the Company. On March 9, 2021, Josh Jacobs resigned as a director of the Company. On June 10, 2021, David Bailey resigned as a director of the Company. On June 11, 2021, the Company announced the appointment of Carlo Zola and Daniel Shribman as directors of the Company. Preferred Stock On May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock. Each preferred stock purchase right entitles the registered holder to purchase, subject to a rights agreement, from the Company one one-thousandth of a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $0.01 per share (the “Series L Preferred Stock”), at a price of $4.00, subject to certain adjustments. The Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock. Long-Term Debt 12% Second Amended Senior Secured Notes 12% Second Amended Senior Secured Notes 12% Second Amended Senior Secured Notes Common Stock 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 $60.1 million, which included outstanding principal of approximately $48.8 million, payment of in-kind interest of approximately $10.8 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $0.5 million. Delayed Draw Term Note The balance outstanding under the Term Note as of the date these consolidated financial statements were issued or were available to be issued was approximately $4.6 million, which included outstanding principal of approximately $3.5 million, and payment of in-kind interest of approximately $1.1 million that the Company was permitted to add to the aggregate outstanding principal balance. Paycheck Protection Program Loan Common Stock On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited investors, pursuant to which the Company sold an aggregate of 21,435,718 shares of its common stock, at a per share price of $0.70 for aggregate gross proceeds of approximately $15.0 million in a private placement. On June 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of 7,142,857 shares of its common stock, at a per share price of $0.70 for gross proceeds of approximately $5.0 million in a private placement that was in addition to the closings that occurred on May 20, 2021 and May 25, 2021 as referenced above. The Company intends to use the proceeds for general corporate purposes. Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register the shares of the Company’s common stock issued in the private placements. The Company committed to file the registration statement on the earlier of: (i) in the event the Company does not obtain a waiver from the holders of the shares of the Company’s common stock that were issued upon the conversion of the Series K Preferred Stock (the “Waiver”), within ten (10) calendar days following the date the Company’s registration statement(s) on Form S-1, registering for resale shares of the Company’s common stock that were issued in connection with offerings prior to the date of the registration rights agreement (the “Prior Registration Statements”), is declared effective by the SEC; and (ii) in the event the Company does obtain the Waiver, the earliest practicable date on which the Company is permitted by the SEC guidance to file the initial registration statement following the filing of the Prior Registration Statements (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 upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested pursuant to the securities purchase agreements. The security purchase agreements 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 at any time during the period commencing from the twelve (12) month anniversary of the date the Company becomes current in its filing obligations and ending at such time that all of the common stock may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such purchaser’s other available remedies, the Company shall pay to a purchaser, in cash, as partial liquidated damages and not as a penalty, an amount in cash equal to one percent (1.0%) of the aggregate subscription amount of the purchaser’s shares then held by the purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured up to a maximum of five (5) 30-day periods and (b) such time that such public information is no longer required for the purchasers to transfer the shares pursuant to Rule 144. Public Information Failure Damages shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Damages are incurred and (ii) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Damages is cured. In the event the Company fails to make Public Information Failure Damages in a timely manner, such Public Information Failure Damages shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full. Heckman Stock Option Modifications On June 3, 2021, the Company and Mr. Heckman, the Company’s former Chief Executive Officer, entered into an amendment to certain option grants under the Company’s 2016 Plan and 2019 Plan. The amendment to the 2016 Plan options, clarifies that the option qualifies as a non-statutory stock option and that it remains exercisable for the remainder of the term of the option. The amendment to the 2019 Plan options, clarifies that the option qualifies as a non-statutory stock option and that it remains exercisable for the remainder of the term of the option. The 2019 Plan amendment also changed the vesting schedule of the option to provide for immediate vesting of 2,000,000 shares of options, with the remainder of the options being subject to performance-based vesting that is tied to the price of the Company’s common stock. Acquisition of College Spun Media Incorporated On June 4, 2021, the Company acquired all of the issued and outstanding shares of capital stock of College Spun Media Incorporated for an aggregate of $11.0 million in cash and the issuance of an aggregate of 4,285,714 restricted shares of the Company’s common stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares vesting on the second anniversary of the closing date. The cash payment consists of: (i) $10.8 million paid at closing (additional cash paid at closing of $0.8 million represents adjusted cash pursuant to the agreement), and (ii) $0.5 million to be paid on the first anniversary of the closing and $0.5 million to be paid on the second anniversary date of the closing, subject to a customary working capital adjustment based on cash and accounts receivable as of the closing date. The vesting of shares of the Company’s common stock is subject to the continued employment of certain selling employees. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, and TheStreet. 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 years ended December 31, 2020 and 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. 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 first half 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 various acquisitions, including TheStreet, the Sports Illustrated Licensing Agreement with ABG (as described in Note 3) and the acquisition of the College Spun Media Incorporated (as described in Note 27). The raising debt and equity capital for the acquisitions, refinancing and working capital purposes included the sale of the 12% Convertible Debentures (as described in Note 18), 12% Second Amended Senior Secured Notes (as described in Note 19), Preferred Stock (as described in Note 20), and subsequent equity offerings of common stock (as described in Note 27). |
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, 2020 and 2019, a subscription refund liability of $4,035,531 and $3,144,172, respectively, was recorded for the provision for the estimated returns and refunds on the consolidated balance sheets. Contract Modifications The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine: ● if the additional services and goods are distinct from the services and goods in the original arrangement; and ● if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis (further details are provided under the headings Contract Balances Subscription Acquisition Costs 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, 2020 2019 Revenue by product line: Advertising $ 44,359,822 $ 35,918,370 Digital subscriptions 28,495,676 6,855,038 Magazine circulation 50,580,213 9,046,473 Other 4,596,686 1,523,429 Total $ 128,032,397 $ 53,343,310 Revenue by geographical market: United States $ 122,570,712 $ 52,611,255 Other 5,461,685 732,055 Total $ 128,032,397 $ 53,343,310 Revenue by timing of recognition: At point in time $ 99,536,721 $ 47,557,652 Over time 28,495,676 5,785,658 Total $ 128,032,397 $ 53,343,310 |
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: Publisher 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 Publisher Partner Warrants (as described in Note 22). |
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, 2020 2019 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 15,039,331 $ 8,634,939 Magazine circulation 46,586,345 23,528,148 $ 61,625,676 $ 32,163,087 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 593,136 $ 478,557 Magazine circulation 22,712,961 30,478,154 Other 192,500 222,500 $ 23,498,597 $ 31,179,211 Unearned Revenue During January and February of 2020, the Company modified certain digital and magazine subscription contracts that prospectively changed the frequency of the related issues required to be delivered on a yearly basis (the “Contract Modifications”). The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines already provided under the original contract. As a result, the Company in effect established a new contract that included only the remaining digital content or magazines. Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration from the original contract that has not yet been recognized as revenue. |
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, 2020 and 2019, 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, 2020 2019 Cash and cash equivalents $ 9,033,872 $ 8,852,281 Restricted cash 500,809 620,809 Total cash, cash equivalents, and restricted cash $ 9,534,681 $ 9,473,090 As of December 31, 2020, the Company had restricted cash of $500,809, which serves as collateral for certain credit card merchant accounts with a bank. As of December 31, 2019, the Company had restricted cash of $620,809 of which (1) $500,000 served 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 (see Note 7), and (2) $120,809 served as collateral for certain credit card merchant accounts with a bank. |
Accounts Receivable | Accounts Receivable The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable as of December 31, 2020 and 2019 of $16,497,626 and $16,233,955, respectively, are presented net of allowance for doubtful accounts. The allowance for doubtful accounts as of December 31, 2020 and 2019 was $892,352 and $287,902, respectively |
Subscription Acquisition Costs | Subscription Acquisition Costs Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover those costs. The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental and, therefore, meet the capitalization criteria. Direct mail costs also meet the requirements to be capitalized as assets if they are proven to be recoverable. The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the agreement. Incremental costs of obtaining a contract also included contract fulfillment costs related to the revenue share to the Publisher Partners. The contract fulfillment costs were amortized over the same period as the associated revenue. The Company records incremental costs of obtaining a contract as subscription acquisition costs on the consolidated balance sheets. The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December 31, 2020 and 2019. The Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized. As of December 31, 2020 and 2019, subscription acquisition costs were $41,505,480 (short-term of $28,146,895 and long-term of $13,358,585) and $6,560,058 (short-term of $3,142,580 and long-term of $3,417,478), respectively. Subscription acquisition cost as of December 31, 2020 presented as current assets of $28,146,895 are expected to be amortized during the year ending December 31, 2021 and $13,358,585 presented as long-term assets are expected to be amortized after the year ending December 31, 2021. |
Concentrations | Concentrations Significant Customers Revenue from significant customers as a percentage of the Company’s total revenue are as follows: Years Ended December 31, 2020 2019 Customer 1 - 22.4 % There were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable as of December 31, 2020 and 2019. Significant Vendors Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2020 2019 Vendor 1 * - 61.7 % * 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) |
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. 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. 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. |
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 adopted ASU 2017-04 (as further described below under the heading Recent Accounting Pronouncements |
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 and other 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 of debt or conversion of convertible debt into common stock, under certain circumstances, 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 are recorded as a reduction to the carrying amount of the related debt and are 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, under certain circumstances, 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, 2020 and 2019, was $6,607,212 and $4,545,675, 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, 2020 and 2019, the Company incurred advertising expenses of $3,583,116 and $859,802, 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 20) 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 Publisher Partners (further details are provided under the heading Publisher 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 Publisher 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 Publisher Partner generated during the six-month period from the launch of the Publisher 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 Publisher 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, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, The fair value measurement of equity awards and grants used for stock-based compensation is as follows: (1) restricted stock awards and restricted stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date; (2) 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) Publisher Partner Warrants are determined utilizing the Black-Scholes option-pricing model; and (6) ABG warrants are determined utilizing the Monte Carlo model (further details are provided in Note 22). 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 stock options granted were probability weighted effective January 1, 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 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 the final vesting date of the grants (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, 2020 2019 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 59,384,849 58,787,879 Series I Preferred Stock - 46,200,000 Series J Preferred Stock - 28,571,429 Indemnity shares of common stock - 412,500 Restricted Stock Awards 316,667 2,391,665 Financing Warrants 2,882,055 2,882,055 AllHipHop Warrants 125,000 - Publisher Partner Warrants 789,541 939,540 ABG Warrants 21,989,844 21,989,844 Restricted Stock Units - 2,399,997 Common Stock Awards 6,902,337 8,064,561 Common Equity Awards 82,062,314 65,013,645 Outside Options 3,052,000 3,724,667 Total 177,693,398 241,566,573 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted 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, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 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 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), 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, 2020 | |
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, 2020 2019 Revenue by product line: Advertising $ 44,359,822 $ 35,918,370 Digital subscriptions 28,495,676 6,855,038 Magazine circulation 50,580,213 9,046,473 Other 4,596,686 1,523,429 Total $ 128,032,397 $ 53,343,310 Revenue by geographical market: United States $ 122,570,712 $ 52,611,255 Other 5,461,685 732,055 Total $ 128,032,397 $ 53,343,310 Revenue by timing of recognition: At point in time $ 99,536,721 $ 47,557,652 Over time 28,495,676 5,785,658 Total $ 128,032,397 $ 53,343,310 |
Schedule of Contract with Customer, Asset and Liability | The following table provides information about contract balances: As of December 31, 2020 2019 Unearned revenue (short-term contract liabilities): Digital subscriptions $ 15,039,331 $ 8,634,939 Magazine circulation 46,586,345 23,528,148 $ 61,625,676 $ 32,163,087 Unearned revenue (long-term contract liabilities): Digital subscriptions $ 593,136 $ 478,557 Magazine circulation 22,712,961 30,478,154 Other 192,500 222,500 $ 23,498,597 $ 31,179,211 |
Schedule of Cash and Restricted Cash | The following table reconciles total cash, cash equivalents, and restricted cash: As of December 31, 2020 2019 Cash and cash equivalents $ 9,033,872 $ 8,852,281 Restricted cash 500,809 620,809 Total cash, cash equivalents, and restricted cash $ 9,534,681 $ 9,473,090 |
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, 2020 2019 Customer 1 - 22.4 % Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows: As of December 31, 2020 2019 Vendor 1 * - 61.7 % * The significant accounts payable balance as of December 31, 2019 related to the service agreements with Meredith Corporation (“Meredith”) (as described in Note 3). |
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, 2020 2019 Series G Preferred Stock 188,791 188,791 Series H Preferred Stock 59,384,849 58,787,879 Series I Preferred Stock - 46,200,000 Series J Preferred Stock - 28,571,429 Indemnity shares of common stock - 412,500 Restricted Stock Awards 316,667 2,391,665 Financing Warrants 2,882,055 2,882,055 AllHipHop Warrants 125,000 - Publisher Partner Warrants 789,541 939,540 ABG Warrants 21,989,844 21,989,844 Restricted Stock Units - 2,399,997 Common Stock Awards 6,902,337 8,064,561 Common Equity Awards 82,062,314 65,013,645 Outside Options 3,052,000 3,724,667 Total 177,693,398 241,566,573 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Petametrics Inc [Member] | |
Schedule of Preliminary Purchase Price | The composition of the purchase price is as follows: Cash $ 315,289 Indemnity restricted stock units for shares of common stock 500,000 Total purchase consideration $ 815,289 |
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: Accounts receivable $ 37,908 Developed technology 917,762 Accounts payable (53,494 ) Unearned revenue (86,887 ) Net assets acquired $ 815,289 |
TheStreet, Inc [Member] | |
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: 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 |
Authentic Brands Group [Member] | |
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 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Prepaid expenses $ 3,400,080 $ 3,370,757 Prepaid software license 378,488 89,822 Refundable income and franchise taxes 733,553 733,553 Security deposits 92,494 96,135 Other receivables 62,648 20,468 $ 4,667,263 $ 4,310,735 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are summarized as follows: As of December 31, 2020 2019 Office equipment and computers $ 1,341,292 $ 476,233 Furniture and fixtures 19,997 193,914 Leasehold improvements 345,516 307,550 1,706,805 977,697 Less accumulated depreciation and amortization (577,367 ) (316,420 ) Net property and equipment $ 1,129,438 $ 661,277 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Information Related to Operating Leases | The table below presents supplemental information related to operating leases: Year Ended December 31, 2020 2019 Operating lease costs during the year $ 4,054,423 $ 1,112,362 Cash payments included in the measurement of operating lease liabilities during the year $ 3,188,986 $ 1,212,800 Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ 16,617,790 $ 3,853,500 Weighted-average remaining lease term (in years) as of year-end 11.25 5.03 Weighted-average discount rate during the year 13.57 % 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, 2020: Year Ending December 31, 2021 $ 3,804,853 2022 3,525,158 2023 3,528,696 2024 3,526,406 2025 3,740,591 Thereafter 23,822,981 Minimum lease payments 41,948,685 Less imputed interest (21,002,931 ) Present value of operating lease liabilities $ 20,945,754 Current portion of operating lease liabilities $ 1,059,671 Long-term portion of operating lease liabilities 19,886,083 Total operating lease liabilities $ 20,945,754 |
Platform Development (Tables)
Platform Development (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Platform Development | |
Summary of Platform Development Costs | Platform development costs are summarized as follows: As of December 31, 2020 2019 Platform development $ 16,027,428 $ 10,678,692 Less accumulated amortization (8,671,820 ) (4,785,973 ) Net platform development $ 7,355,608 $ 5,892,719 |
Summary of Platform Development Cost Activity | A summary of platform development activity for the years ended December 31, 2020 and 2019 is as follows: As of December 31, 2020 2019 Platform development beginning of year $ 10,678,692 $ 6,833,900 Payroll-based costs capitalized during the year 3,750,541 2,537,402 Total capitalized costs 14,429,233 9,371,302 Stock-based compensation 1,608,995 1,307,390 Dispositions during the year (10,800 ) - Platform development end of year $ 16,027,428 $ 10,678,692 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subjects to Amortization | Intangible assets subject to amortization consisted of the following: Weighted Average As of December 31, 2020 As of December 31, 2019 Useful Life (in years) Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.70 $ 19,070,857 $ (8,283,740 ) $ 10,787,117 $ 19,138,104 $ (4,090,359 ) $ 15,047,745 Noncompete agreement 2.00 480,000 (480,000 ) - 480,000 (252,000 ) 228,000 Trade name 16.63 3,328,000 (503,342 ) 2,824,658 3,328,000 (224,745 ) 3,103,255 Subscriber relationships 5.10 73,458,799 (18,105,041 ) 55,353,758 73,458,799 (3,587,837 ) 69,870,962 Advertiser relationships 9.42 2,240,000 (332,515 ) 1,907,485 2,240,000 (94,635 ) 2,145,365 Database 3.00 1,140,000 (531,183 ) 608,817 1,140,000 (151,183 ) 988,817 Subtotal amortizable intangible assets 99,717,656 (28,235,821 ) 71,481,835 99,784,903 (8,400,759 ) 91,384,144 Website domain name - 20,000 - 20,000 20,000 - 20,000 Total intangible assets $ 99,737,656 $ (28,235,821 ) $ 71,501,835 $ 99,804,903 $ (8,400,759 ) $ 91,404,144 |
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, 2020 is as follows: Year Ending December 31, 2021 $ 19,803,965 2022 19,209,117 2023 17,460,073 2024 11,397,870 Thereafter 3,610,810 $ 71,481,835 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets are summarized as follows: As of December 31, 2020 2019 Security deposit $ 110,418 $ 110,418 Other deposits 15,400 65,764 Prepaid expenses 732,309 867,467 Note receivable - 41,638 Prepaid supplies 472,685 - $ 1,330,812 $ 1,085,287 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Value of Goodwill | The changes in carrying value of goodwill as follows: As of December 31, 2020 2019 Carrying value at beginning of year $ 16,139,377 $ 7,324,287 Goodwill acquired in acquisition of TheStreet - 8,815,090 Carrying value at end of year $ 16,139,377 $ 16,139,377 |
Restricted Stock Liabilities (T
Restricted Stock Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restricted Stock Liabilities | |
Schedule of Components of Restricted Stock Liabilities | The following table presents the components of the restricted stock liabilities as of December 31, 2020: Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share) $ 4,258,196 Less imputed interest (457,462 ) Present value of restricted stock liabilities 3,800,734 Less prepayments on December 31, 2020 (177,425 ) Restricted stock liabilities $ 3,623,309 Current portion of restricted stock liabilities $ 1,627,499 Long-term portion of restricted stock liabilities 1,995,810 Total restricted stock liabilities $ 3,623,309 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: As of December 31, 2020 2019 General accrued expenses $ 4,116,875 $ 7,665,518 Accrued payroll and related taxes 2,519,903 968,782 Accrued publisher expenses 3,956,114 1,550,669 Sales tax liability 1,063,515 801,930 Due to Meredith - 701,734 Due to ABG - 4,000,000 Restricted stock liabilities 1,627,499 - Other 1,434,287 794,568 $ 14,718,193 $ 16,483,201 |
Liquidated Damages Payable (Tab
Liquidated Damages Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Liquidated Damages Payable | |
Summary of Liquidated Damages | Liquidated Damages payable are summarized as follows: As of December 31, 2020 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible Series I Preferred Stock Series J Preferred Stock Total Registration Rights Damages $ 15,001 $ 1,163,955 $ - $ 1,386,000 $ 1,200,000 $ 3,764,956 Public Information Failure Damages - 1,163,955 905,490 1,386,000 1,200,000 4,655,445 Accrued interest - 481,017 134,466 332,185 200,022 1,147,690 $ 15,001 $ 2,808,927 $ 1,039,956 $ 3,104,185 $ 2,600,022 $ 9,568,091 As of December 31, 2019 MDB Common Stock to be Issued (1) Series H Preferred Stock 12% Convertible 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 (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, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments | Financial instruments measured at fair value during the year consisted of the following as of December 31, 2020 and 2019: Year Ended December 31, 2020 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-term debt: 12% Amended Senior Secured Notes $ 52,556,401 $ - $ 52,556,401 $ - Warrant derivative liabilities: Strome Warrants $ 704,707 $ - $ - $ 704,707 B. Riley Warrants 443,188 - - 443,188 Total warrant derivative liabilities $ 1,147,895 $ - $ - $ 1,147,895 Year Ended December 31, 2019 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Long-term debt: 12% Amended Senior Secured Notes $ 44,009,745 $ - $ 44,009,745 $ - Warrant derivative liabilities: Strome Warrants $ 1,036,687 $ - $ - $ 1,036,687 B. Riley Warrants 607,513 - - 607,513 Total warrant derivative liabilities $ 1,644,200 $ - $ - $ 1,644,200 Embedded derivative liabilities $ 13,501,000 $ - $ - $ 13,501,000 |
Schedule of Valuation Activity for 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 as of and for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Carrying amount at beginning of year: L2 Warrants $ - $ 418,214 Strome Warrants 1,036,687 587,971 B. Riley Warrants 607,513 358,050 Subtotal carrying amount at beginning of year 1,644,200 1,364,235 Change in valuation of warrant derivative liabilities: L2 Warrants - 316,972 Strome Warrants (331,980 ) 448,716 B. Riley Warrants (164,325 ) 249,463 Subtotal change in valuation during the year (496,305 ) 1,015,151 Exercise of warrants during the year: L2 Warrants - 735,186 Carrying amount at end of year: Strome Warrants 704,707 1,036,687 B. Riley Warrants 443,188 607,513 Carrying amount at end of year $ 1,147,895 $ 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), for the 12% Convertible Debentures (refer to Note 18) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2020 and 2019: December 31, 2020 2019 Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Carrying amount at beginning of year $ 13,501,000 $ 7,387,000 Issuance date of March 18, 2019 - 822,000 Issuance date of March 27, 2019 - 188,000 Issuance date of April 8, 2019 - 64,000 Change in fair value of embedded derivative liabilities (2,571,004 ) 5,040,000 Fair value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures (10,929,996 ) - Carrying amount at end of year $ - $ 13,501,000 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
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 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, 2020 | |
Debt Disclosure [Abstract] | |
Components of the 12% Amended Senior Secured Notes and Carrying Values | The following table represents the components of long-term debt recognized during the years ended December 31, 2020 and 2019 and the carrying value as of December 31, 2020 and 2019: As of December 31, 2020 2019 12% Second Delayed Paycheck Total 12% Second Principal amount of debt: Principal amount of debt received on June 10, 2019 $ 20,000,000 $ - $ - $ 20,000,000 $ 20,000,000 Principal amount of debt received on June 14, 2019 48,000,000 - - 48,000,000 48,000,000 Principal amount of debt received on August 27, 2019 3,000,000 - - 3,000,000 3,000,000 Principal amount of debt received on March 26, 2020 - 6,913,865 - 6,913,865 - Principal amount of debt received on April 6, 2020 - - 5,702,725 5,702,725 - Subtotal principal amount of debt 71,000,000 6,913,865 5,702,725 83,616,590 71,000,000 Add accrued interest 7,457,388 675,958 - 8,133,346 1,082,642 Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) (4,853,933 ) - - (4,853,933 ) (4,853,933 ) Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) - (3,295,505 ) - (3,295,505 ) - Less principal payments paid in cash (17,307,364 ) - - (17,307,364 ) (17,307,364 ) Principal amount of debt outstanding including accrued interest 56,296,091 4,294,318 5,702,725 66,293,134 49,921,345 Debt discount: Placement fee to B. Riley FBR (3,550,000 ) (691,387 ) - (4,241,387 ) (3,550,000 ) Commitment fee (2% of unused commitment) - (101,723 ) - (101,723 ) - Success based fee to B. Riley FBR (3,400,000 ) - - (3,400,000 ) (3,400,000 ) Legal and other costs (202,382 ) (120,755 ) - (323,137 ) (202,382 ) Subtotal debt discount (7,152,382 ) (913,865 ) - (8,066,247 ) (7,152,382 ) Less amortization of debt discount 3,412,692 554,693 - 3,967,385 1,240,782 Unamortized debt discount (3,739,690 ) (359,172 ) - (4,098,862 ) (5,911,600 ) Carrying value at end of year $ 52,556,401 $ 3,935,146 $ 5,702,725 $ 62,194,272 $ 44,009,745 |
Summary of Interest Expense | The following table represents interest expense: Years Ended December 31, 2020 2019 Amortization of debt discounts: 12% Convertible Debentures $ 3,880,609 $ 3,304,893 12% Second Amended Senior Secured Notes 2,171,910 1,240,782 Term Note 554,693 - Total amortization of debt discount 6,607,212 4,545,675 Accrued and noncash converted interest: 12% Convertible Debentures 2,116,281 1,831,130 12% Second Amended Senior Secured Notes 6,374,746 1,228,709 Term Note 747,453 - Promissory Note 5,844 5,794 Total accrued and noncash converted interest 9,244,324 3,065,633 Cash paid interest: 12% Second Amended Senior Secured Notes - 2,351,904 Promissory Note - 983 Other 645,681 499,375 Total cash paid interest expense 645,681 2,852,262 Total interest expense $ 16,497,217 $ 10,463,570 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Series H Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series H Preferred Stock for the year ended December 31, 2020 and as of December 31, 2019: Shares Series H Preferred Stock Components Series H Preferred Stock at December 31, 2019 19,400 $ 18,045,496 Issuance of Series H Preferred Stock on August 19, 2020: Issuance of Series H Preferred Stock 108 130,896 Less issuance costs netted from the proceeds (17,896 ) Net proceeds received upon issuance of Series H Preferred Stock 113,000 Conversion of Series H Preferred Stock into common stock on September 21, 2020 (300 ) (300,000 ) Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 389 389,000 Net issuance of Series H Preferred Stock 197 202,000 Series H Preferred Stock at December 31, 2020 19,597 $ 18,247,496 Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon issuance of Series H Preferred Stock $ 502,000 |
Series I Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series I Preferred Stock for the years ended December 31, 2020 and 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 at December 31, 2019 23,100 19,699,742 Conversion of Series I Preferred Stock to common stock on December 18, 2020 (23,100 ) (19,699,742 ) Series I Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series I Preferred Stock $ 5,082,000 |
Series J Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series J Preferred Stock for the years ended December 31, 2020 and 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 $ 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 (1,680,000 ) Total issuance costs and Liquidated Damages (2,260,004 ) Net issuance of Series J Preferred Stock at December 31, 2019 17,739,996 Issuance of Series J Preferred Stock on September 4, 2020 10,500 6,000,000 Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020 30,500 23,739,996 Conversion of Series J Preferred Stock to common stock on December 18, 2020 (as further described below) (30,500 ) (23,739,996 ) Series I Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series J Preferred Stock $ 586,545 |
Series K Preferred Stock [Member] | |
Schedule of Components of Preferred Stock | The following table represents the components of the Series K Preferred Stock for the year ended December 31, 2020: Shares Series K Preferred Stock Components Issuance of Series K Preferred Stock: Issuance of Series K Preferred Stock on October 23, 2020 6,750 $ 6,750,000 Issuance of Series K Preferred Stock on October 28, 2020 5,292 5,292,000 Issuance of Series K Preferred Stock on November 11, 2020 6,000 6,000,000 Subtotal issuance of Series K Preferred Stock 18,042 18,042,000 Less issuance costs: Cash paid to B. Riley FBR as placement fee (440,500 ) Legal fees and other costs (120,000 ) Total issuance costs (560,500 ) Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020 17,481,500 Conversion of Series K Preferred Stock to common stock on December 18, 2020 (18,042 ) (17,481,500 ) Series K Preferred Stock at December 31, 2020 - $ - Beneficial conversion feature recognized during the year ended December 31, 2020 (as described below) upon conversion of Series k Preferred Stock $ 9,472,050 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Restricted Stock Award Activity | A summary of the restricted stock award activity during the years ended December 31, 2020 and 2019 is as follows: Number of Shares Weighted Average Grant-Fair Unvested Vested Value Date Restricted stock awards outstanding at January 1, 2019 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 Issued 562,500 - 0.18 Vested (2,237,500 ) 2,237,500 Restricted stock awards subject to repurchase - (1,064,549 ) Forfeited (399,998 ) (746,813 ) Restricted stock awards outstanding at December 31, 2020 316,667 14,434,214 0.42 |
Summary of Warrant Activity | A summary of the Financing Warrants activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Financing Warrants outstanding at January 1, 2019 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 outstanding at December 31, 2020 2,882,055 0.60 2.94 Financing Warrants exercisable at December 31, 2020 2,882,055 0.60 2.94 |
Schedule of Common Stock Financing Warrants Outstanding and Exercisable | The Financing Warrants outstanding and exercisable as of December 31, 2020 are summarized as follows: Outstanding Exercise Price Expiration Date Classified as Derivative Liabilities (Shares) Classified within Stockholders’ Equity (Shares) Total 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, 2020 | |
Schedule of Unrecognized Compensation Expense | Unrecognized compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2020 was as follows: As of December 31, 2020 Restricted Stock Awards Common Stock Awards Common Equity Awards Outside Options Publisher Partner Warrants ABG Warrants Totals Unrecognized compensation expense $ 81,620 $ 371,932 $ 19,874,675 $ 283,388 $ - $ 3,214,102 $ 23,825,717 Weighted average period expected to be recognized (in years) 0.95 0.67 1.87 1.18 - 2.38 1.91 |
ABG Warrants [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of the ABG Warrants issued 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 years ended December 31, 2020 and 2019 is as follows: Number of Shares Weighted Average Exercise Weighted Average Remaining Contractual Life Unvested Vested Price (in years) ABG Warrants outstanding at January 1, 2019 - - $ - Issued 21,989,844 - 0.63 ABG Warrants outstanding at December 31, 2019 21,989,844 - 0.63 9.46 Vested (2,198,985 ) 2,198,985 0.63 ABG Warrants outstanding at December 31, 2020 19,790,859 2,198,985 0.63 8.46 |
Summary of Stock-based Compensation | Stock–based compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2020 and 2019 are summarized as follows: Year Ended December 31, 2020 Restricted Common Common Publisher Stock Stock Equity Outside Partner ABG Awards Awards Awards Options Warrants Warrants Totals Cost of revenue $ 163,181 $ 156,043 $ 3,975,625 $ 8,394 $ 36,673 $ - $ 4,339,916 Selling and marketing 1,486,722 114,640 2,454,432 272,431 - - 4,328,225 General and administrative 317,982 615,604 3,439,803 150,577 - 1,449,074 5,973,040 Total costs charged to operations 1,967,885 886,287 9,869,860 431,402 36,673 1,449,074 14,641,181 Capitalized platform development 361,519 178,284 1,062,792 6,400 - - 1,608,995 Total stock-based compensation $ 2,329,404 1,064,571 $ 10,932,652 $ 437,802 $ 36,673 $ 1,449,074 $ 16,250,176 Year Ended December 31, 2019 Restricted Common Common Publisher 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 |
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |
Schedule of Fair Value of Stock Options Assumptions | 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, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Outside options outstanding at January 1, 2019 2,414,000 $ 0.36 9.94 Granted 1,500,000 0.57 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 Forfeited (195,333 ) 0.46 Expired (477,334 ) 0.39 Outside options outstanding at December 31, 2020 3,052,000 0.46 8.07 Outside options exercisable at December 31, 2020 2,376,333 0.43 6.20 Outside options not vested at December 31, 2020 675,667 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 3,052,000 2,376,333 |
Publisher Partner Warrant [Member] | |
Schedule of Exercise Prices of Common Stock Options | The exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2020. Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 40,000 40,000 $ 1.01 to $1.25 465,419 275,419 $ 1.26 to $1.50 68,277 68,277 $ 1.51 to $1.75 110,318 27,818 $ 1.76 to $2.00 104,449 50,449 $ 2.01 to $2.25 1,078 1,078 789,541 463,041 |
Schedule of Warrants Activity | A summary of the Publisher Partner Warrants activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Publisher Partner Warrants outstanding at January 1, 2019 1,017,140 $ 1.47 3.26 Forfeited (77,599 ) 1.62 Publisher Partner Warrants outstanding at December 31, 2019 939,541 1.46 2.57 Forfeited (150,000 ) Publisher Partner Warrants outstanding at December 31, 2020 789,541 1.34 1.50 Publisher Partner Warrants exercisable at December 31, 2020 463,041 1.31 1.52 Publisher Partner Warrants not vested at December 31, 2020 326,500 Publisher Partner Warrants available for future grants at December 31, 2020 1,210,459 |
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, 2020 were calculated using the Black-Scholes option pricing model under the Probability Weighted Scenarios utilizing the following assumptions: Up-list No Up-list Risk-free interest rate 0.45 % 0.45 % Expected dividend yield 0.00 % 0.00 % Expected volatility 71.00 % 132.00 % Expected life 6.0 years 6.0 years |
Summary of Stock Option Activity | A summary of the common stock award activity during the years ended December 31, 2020 and 2019 is as follows: Weighted Average Weighted Remaining Number Average Contractual of Exercise Life Shares Price (in Years) Common stock awards outstanding at January 1, 2019 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 Granted 234,000 0.90 Exercised (6,944 ) 0.56 Forfeited (601,179 ) 1.09 Expired (788,101 ) 0.53 Common stock awards outstanding at December 31, 2020 6,902,337 0.86 7.50 Common stock awards exercisable at December 31, 2020 6,027,418 0.90 7.47 Common stock awards not vested at December 31, 2020 874,919 Common stock awards available for future grants at December 31, 2020 3,097,663 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) Under $1.00 4,825,750 3,982,816 $ 1.01 to $1.25 780,751 779,843 $ 1.51 to $1.75 250,000 229,479 $ 1.76 to $2.00 924,169 913,613 $ 2.01 to $2.25 121,667 121,667 6,902,337 6,027,418 |
Common Equity Awards [Member] | |
Schedule of Fair Value of Stock Options Assumptions | The fair value of common equity awards granted during the years ended December 31, 2020 and 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: December 31, 2020 December 31, 2019 Up-list No Up-list Up-list No Up-list Expected life 0.20% - 0.79 % 0.20% - 0.79 % 1.51% - 2.59 % 1.51% - 2.59 % Risk-free interest rate 0.00 % 0.00 % 0.00 % 0.00 % Volatility factor 61.00% - 91.00 % 61.00% - 142.00 % 69.00% - 95.00 % 119.00% - 149.00 % Dividend rate 3.0 – 6.7 years 3.0 – 6.7 years 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 Expected life 2.20% - 2.70 % 2.16% - 2.71 % Risk-free interest rate 0.00 % 0.00 % Volatility factor 140.00% - 146.00 % 110.00 % Dividend rate 10.0 years 10.0 years |
Summary of Stock Option Activity | A summary of the common equity award activity during the years ended December 31, 2020 and 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 Granted 25,393,768 0.71 Forfeited (8,342,377 ) 0.61 Expired (2,722 ) 0.56 Common equity awards vested at December 31, 2020 82,062,314 0.58 8.65 Common equity awards exercisable at December 31, 2020 13,608,686 0.54 8.49 Common equity awards not vested at December 31, 2020 68,453,628 Common equity awards available for future grants at December 31, 2020 2,937,686 |
Schedule of Exercise Prices of Common Stock Options | The exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2020: Exercise Outstanding Exercisable Price (Shares) (Shares) No exercise price 250,000 250,000 Under $1.00 81,812,314 13,358,686 82,062,314 13,608,686 |
Restricted Stock Units [Member] | |
Schedule of Restricted Stock Units Activity | A summary of the restricted stock unit activity during the years ended December 31, 2020 and 2019 is as follows: Number of Shares Weighted Average Grant-Date Unvested Vested Fair Value Restricted stock units outstanding at January 1, 2019 - - $ - Granted 2,399,997 - 0.45 Restricted stock units outstanding at December 31, 2019 2,399,997 - 0.45 Forfeited (2,399,997 ) - Restricted stock units outstanding at December 31, 2020 - - - |
Liquidated Damages (Tables)
Liquidated Damages (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Liquidated Damages Payable | |
Schedule of Recognized Liquidated Damages | The following tables summarize the Liquidated Damages recognized during the years ended December 31, 2020 and 2019, with respect to the registration rights agreements and securities purchase agreements: Year Ended December 31, 2020 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 69,992 60,007 131,577 Balance $ 13,878 $ 693,692 $ 780,007 $ 1,487,577 Year Ended December 31, 2019 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes | The components of the (provision) benefit for income taxes consist of the following: Years Ended December 31, 2020 2019 Current tax benefit: Federal $ - $ - State and local - - Total current tax benefit - - Deferred tax (provision) benefit: Federal 20,677,960 9,802,070 State and local 5,279,879 3,053,709 Change in valuation allowance (26,168,671 ) 6,685,348 Total deferred tax benefit (210,832 ) 19,541,127 Total income tax (provision) benefit $ (210,832 ) $ 19,541,127 |
Schedule of Components of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities were as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 35,535,941 $ 20,998,172 Tax credit carryforwards 263,873 263,873 Allowance for doubtful accounts 458,506 450,116 Accrued expenses and other 677,909 64,494 Liquidated damages 1,549,313 1,078,235 Unearned revenue 2,356,111 - Stock-based compensation 2,158,080 1,055,083 Operating lease liability 691,228 223,596 Depreciation and amortization 4,341,983 3,921,952 Deferred tax assets 48,032,944 28,055,521 Valuation allowance (29,653,417 ) (3,484,746 ) Total deferred tax assets 18,379,527 24,570,775 Deferred tax liabilities: Prepaid expenses (144,704 ) (148,051 ) Unearned revenue - (67,295 ) Acquisition-related intangibles (18,445,655 ) (24,355,429 ) Total deferred tax liabilities (18,590,359 ) (24,570,775 ) Net deferred tax liabilities $ (210,832 ) $ - |
Schedule of Tax Benefit and Effective Income Tax | The provision (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, 2020 2019 Amount Percent Amount Percent Federal benefit expected at statutory rate $ (18,694,437 ) 21.0 % $ (12,188,924 ) 21.0 % State and local taxes, net of federal benefit (5,279,879 ) 5.9 % (3,053,709 ) 5.3 % Stock-based compensation 1,768,735 (2.0 )% 1,591,202 (2.7 )% Unearned revenue (5,120,330 ) 5.8 % (1,969,056 ) 3.4 % Interest expense 1,173,535 (1.3 )% 1,015,199 (1.7 )% Other differences, net 152,294 (0.2 )% 199,643 (0.4 )% Valuation allowance 26,168,671 (29.4 )% (6,685,348 ) 11.5 % Other permanent differences 42,243 0.0 % 1,549,866 (2.7 )% Tax provision (benefit) and effective income tax rate $ 210,832 (0.2 )% $ (19,541,127 ) 33.7 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Liquidating Damages | Series H Preferred Stock Series J Preferred Stock Series K Preferred Stock Total Liquidated Damages Registration Rights Damages $ - $ 360,000 $ - $ 360,000 Public Information Failure Damages 7,854 360,000 1,082,520 1,450,374 Accrued interest 153 7,437 2,817 10,407 $ 8,007 $ 727,437 $ 1,085,337 $ 1,820,781 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 128,032,397 | $ 53,343,310 |
Net loss attributable to common shareholders | (104,874,558) | (38,501,369) |
Net cash used in operating activities | (32,294,587) | (56,954,306) |
Accumulated deficit | $ (162,273,286) | (73,041,323) |
Available credit | 8,500,000 | |
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 ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt instrument interest rate | 12.00% | 12.00% | 12.00% |
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 issue's 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 | $ 4,035,531 | $ 3,144,172 | |
Unearned revenue | 32,163,087 | ||
Restricted cash | 500,809 | 620,809 | |
Accounts receivable | 16,497,626 | 16,233,955 | |
Allowance for doubtful accounts of accounts receivable | 892,352 | 287,902 | |
Assets impairment charges | 0 | 0 | |
Subscription acquisition cost | 41,505,480 | 6,560,058 | |
Subscription acquisition costs (short-term) | 28,146,895 | ||
Subscription acquisition costs (long-term) | 13,358,585 | ||
Right-of-use assets | 18,292,196 | 3,980,649 | |
Operating lease liabilities | 1,069,745 | ||
Amortization debt discount | 6,607,212 | 4,545,675 | |
Selling and Marketing [Member] | |||
Advertising costs | $ 3,583,116 | 859,802 | |
Platform Development [Member] | |||
Estimated useful life of asset | 3 years | ||
ASU 2016-02 [Member] | |||
Right-of-use assets | $ 1,003,221 | ||
Short-Term [Member] | |||
Subscription acquisition cost | 28,146,895 | 3,142,580 | |
Long-Term [Member] | |||
Subscription acquisition cost | $ 13,358,585 | 3,417,478 | |
Letter of Credit [Member] | |||
Restricted cash | 500,000 | ||
Credit Card Merchant Accounts With Bank [Member] | |||
Restricted cash | $ 120,809 | ||
Convertible Debentures One [Member] | |||
Debt instrument interest rate | 12.00% | ||
Second 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 128,032,397 | $ 53,343,310 |
At Point in Time [Member] | ||
Revenue | 99,536,721 | 47,557,652 |
Over Time [Member] | ||
Revenue | 28,495,676 | 5,785,658 |
United States [Member] | ||
Revenue | 122,570,712 | 52,611,255 |
Other [Member] | ||
Revenue | 5,461,685 | 732,055 |
Advertising [Member] | ||
Revenue | 44,359,822 | 35,918,370 |
Digital Subscriptions [Member] | ||
Revenue | 28,495,676 | 6,855,038 |
Magazine Circulation [Member] | ||
Revenue | 50,580,213 | 9,046,473 |
Other [Member] | ||
Revenue | $ 4,596,686 | $ 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, 2020 | Dec. 31, 2019 |
Unearned revenues (short-term contract liabilities) | $ 61,625,676 | $ 32,163,087 |
Unearned revenues (long-term contract liabilities) | 23,498,597 | 31,179,211 |
Digital Subscriptions [Member] | ||
Unearned revenues (short-term contract liabilities) | 15,039,331 | 8,634,939 |
Unearned revenues (long-term contract liabilities) | 593,136 | 478,557 |
Magazine Circulation [Member] | ||
Unearned revenues (short-term contract liabilities) | 46,586,345 | 23,528,148 |
Unearned revenues (long-term contract liabilities) | 22,712,961 | 30,478,154 |
Other [Member] | ||
Unearned revenues (long-term contract liabilities) | $ 192,500 | $ 222,500 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 9,033,872 | $ 8,852,281 |
Restricted cash | 500,809 | 620,809 |
Total cash, cash equivalents, and restricted cash | $ 9,534,681 | $ 9,473,090 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details) - Revenue from Contract with Customer Benchmark [Member] | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Customer Concentration Risk [Member] | Customer 1 [Member] | |||
Concentration risk percentage | 0.00% | 22.40% | |
Supplier Concentration Risk [Member] | Vendor 1 [Member] | |||
Concentration risk percentage | [1] | 0.00% | 61.70% |
[1] | * The significant accounts payable balance as of December 31, 2019 related to the service agreements with Meredith Corporation ("Meredith") (as described in Note 3). |
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, 2020 | |
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, 2020 | Dec. 31, 2019 | |
Antidilutive securities excluded from computation of earnings per share amount | 177,693,398 | 241,566,573 |
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 | 59,384,849 | 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 | |
Restricted Stock Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 316,667 | 2,391,665 |
Financing Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,882,055 | 2,882,055 |
AllHipHop Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 125,000 | |
Publisher Partner Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 789,541 | 939,540 |
ABG Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 21,989,844 | 21,989,844 |
Restricted Stock Units (RSUs) [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 | 6,902,337 | 8,064,561 |
Common Equity Awards [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 82,062,314 | 65,013,645 |
Outside Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,052,000 | 3,724,667 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Mar. 09, 2020 | Mar. 09, 2020 | Feb. 19, 2020 | Aug. 07, 2019 | Jun. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 10, 2019 | Dec. 31, 2018 |
Payments to acquire businesses, gross | $ 315,289 | $ 16,331,026 | |||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | ||||||
Useful life for intangible assets | 8 years 7 months 6 days | ||||||||
12% Senior Secured Note [Member] | |||||||||
Deposit into escrow | $ 16,500,000 | ||||||||
Developed Technology [Member] | |||||||||
Developed technology useful life | 3 years | ||||||||
Useful life for intangible assets | 3 years | ||||||||
Trade Name [Member] | |||||||||
Developed technology useful life | 16 years 7 months 17 days | ||||||||
Useful life for intangible assets | 20 years | ||||||||
Subscriber Relationships [Member] | |||||||||
Developed technology useful life | 5 years 1 month 6 days | ||||||||
Useful life for intangible assets | 8 years 4 months 24 days | ||||||||
Advertiser Relationships [Member] | |||||||||
Developed technology useful life | 9 years 5 months 1 day | ||||||||
Useful life for intangible assets | 9 years 4 months 24 days | ||||||||
Database [Member] | |||||||||
Developed technology useful life | 3 years | ||||||||
Useful life for intangible assets | 15 years | ||||||||
Petametrics Inc. [Member] | |||||||||
Cash payment | $ 184,087 | ||||||||
Payments to acquire businesses, gross | $ 315,289 | ||||||||
Total cash consideration | $ 815,289 | ||||||||
Petametrics Inc. [Member] | Closing [Member] | |||||||||
Cash payment | $ 131,202 | ||||||||
Petametrics Inc. [Member] | Second Anniversary Date [Member] | |||||||||
Number of restricted common stock issued | 312,500 | ||||||||
Petametrics Inc. [Member] | First Anniversary Date [Member] | |||||||||
Number of restricted common stock issued | 312,500 | ||||||||
TST Acquisition Co, Inc [Member] | |||||||||
Transaction costs related to acquisition | $ 199,630 | ||||||||
TST Acquisition Co, Inc [Member] | Merger Agreement [Member] | |||||||||
Payments to acquire businesses, gross | $ 16,500,000 | ||||||||
Deposit into escrow | $ 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] | TheStreet and the Sports Illustrated Licensing Agreement [Member] | |||||||||
Transaction costs related to acquisition | $ 331,026 | ||||||||
Prepaid royalties | $ 26,250,000 | $ 41,250,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price (Details) - USD ($) | Mar. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 315,289 | $ 16,331,026 | |
Petametrics Inc. [Member] | |||
Cash | $ 315,289 | ||
Indemnity restricted stock units for shares of common stock | 500,000 | ||
Total purchase consideration | $ 815,289 |
Acquisitions - Summary of Price
Acquisitions - Summary of Price Allocation for Acquisition (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 16,139,377 | $ 16,139,377 | $ 7,324,287 |
Petametrics Inc [Member] | |||
Accounts receivable | 37,908 | ||
Developed technology | 917,762 | ||
Accounts payable | (53,494) | ||
Unearned revenues | (86,887) | ||
Net assets acquired | $ 815,289 | ||
TST Acquisition Co, Inc [Member] | |||
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 | ||
Authentic Brand Group SI LLC [Member] | |||
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 |
Prepayments and Other Current_3
Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Prepayments And Other Current Assets | ||
Prepaid expenses | $ 3,400,080 | $ 3,370,757 |
Prepaid software license | 378,488 | 89,822 |
Refundable income and franchise taxes | 733,553 | 733,553 |
Security deposits | 92,494 | 96,135 |
Other receivables | 62,648 | 20,468 |
Prepayments and other current assets | $ 4,667,263 | $ 4,310,735 |
Royalty Fees (Details Narrative
Royalty Fees (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unamortization of advance royalty | $ 45,000,000 | |
Royalty fees, current | 15,000,000 | $ 15,000,000 |
Royalty fees, noncurrent | 11,250,000 | 26,250,000 |
TheStreet and the Sports Illustrated Licensing Agreement [Member] | Authentic Brand Group SI LLC [Member] | ||
Minimum annual royalties | $ 26,250,000 | $ 41,250,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 638,796 | $ 276,791 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Gross property and equipment costs | $ 1,706,805 | $ 977,697 |
Less accumulated depreciation and amortization | (577,367) | (316,420) |
Net property and equipment | 1,129,438 | 661,277 |
Office Equipment and Computers [Member] | ||
Gross property and equipment costs | 1,341,292 | 476,233 |
Furniture and Fixtures [Member] | ||
Gross property and equipment costs | 19,997 | 193,914 |
Leasehold Improvements [Member] | ||
Gross property and equipment costs | $ 345,516 | $ 307,550 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Feb. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Lease description | which expire at various dates through 2032. | ||
Cash deposit with bank | $ 185,606 | $ 160,910 | |
Letter of Credit [Member] | 12% Amended Senior Secured Notes [Member] | BRF Finance Co., LLC [Member] | |||
Landlords | $ 3,024,232 | ||
Minimum [Member] | |||
Lease term | 1 year 6 months | ||
Maximum [Member] | |||
Lease term | 12 years 9 months 18 days |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | ||
Operating lease costs during the year | $ 4,054,423 | $ 1,112,362 |
Cash payments included in the measurement of operating lease liabilities during the year | 3,188,986 | 1,212,800 |
Operating lease liabilities arising from obtaining lease right-of-use assets during the year | $ 16,617,790 | $ 3,853,500 |
Weighted-average remaining lease term (in years) as of year-end | 11 years 2 months 30 days | 5 years 11 days |
Weighted-average discount rate during the year | 13.57% | 9.85% |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee Disclosure [Abstract] | ||
2021 | $ 3,804,853 | |
2022 | 3,525,158 | |
2023 | 3,528,696 | |
2024 | 3,526,406 | |
2025 | 3,740,591 | |
Thereafter | 23,822,981 | |
Minimum lease payments | 41,948,685 | |
Less imputed interest | (21,002,931) | |
Present value of operating lease liabilities | 20,945,754 | |
Current portion of operating lease liabilities | 1,059,671 | $ 2,203,474 |
Long-term portion of operating lease liabilities | 19,886,083 | $ 2,616,132 |
Total operating lease liabilities | $ 20,945,754 |
Platform Development (Details N
Platform Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Platform Development | ||
Amortization expense platform development | $ 3,890,966 | $ 2,660,029 |
Platform Development - Summary
Platform Development - Summary of Platform Development Costs (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Platform development | $ 1,706,805 | $ 977,697 | |
Less accumulated amortization | (577,367) | (316,420) | |
Net platform development | 1,129,438 | 661,277 | |
Platform Development [Member] | |||
Platform development | 16,027,428 | 10,678,692 | |
Less accumulated amortization | (8,671,820) | (4,785,973) | |
Net platform development | $ 16,027,428 | $ 10,678,692 | $ 6,833,900 |
Platform Development - Summar_2
Platform Development - Summary of Platform Development Cost Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Platform development beginning of year | $ 661,277 | |
Stock-based compensation | 14,641,181 | $ 10,364,787 |
Platform development end of year | 1,129,438 | 661,277 |
Platform Development [Member] | ||
Platform development beginning of year | 10,678,692 | 6,833,900 |
Payroll-based costs capitalized during the year | 3,750,541 | 2,537,402 |
Total capitalized costs | 14,429,233 | 9,371,302 |
Stock-based compensation | 1,608,995 | 1,307,390 |
Dispositions during the year | (10,800) | |
Platform development end of year | $ 16,027,428 | $ 10,678,692 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization expense of intangible asset | $ 20,301,665 | $ 7,806,517 |
Impairment charges | ||
Developed Technology [Member] | ||
Amortization expense of intangible asset | $ 4,659,986 | $ 3,531,936 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible assets, gross | $ 99,737,656 | $ 99,804,903 |
Intangible assets, accumulated amortization | (28,235,821) | (8,400,759) |
Intangible assets, net | $ 71,501,835 | 91,404,144 |
Developed Technology [Member] | ||
Intangible assets, weighted average useful life | 4 years 8 months 12 days | |
Intangible assets, gross | $ 19,070,857 | 19,138,104 |
Intangible assets, accumulated amortization | (8,283,740) | (4,090,359) |
Intangible assets, net | $ 10,787,117 | 15,047,745 |
Noncompete Agreement [Member] | ||
Intangible assets, weighted average useful life | 2 years | |
Intangible assets, gross | $ 480,000 | 480,000 |
Intangible assets, accumulated amortization | (480,000) | (252,000) |
Intangible assets, net | 228,000 | |
Trade Name [Member] | ||
Intangible assets, weighted average useful life | 16 years 7 months 17 days | |
Intangible assets, gross | $ 3,328,000 | 3,328,000 |
Intangible assets, accumulated amortization | (503,342) | (224,745) |
Intangible assets, net | $ 2,824,658 | 3,103,255 |
Subscriber Relationships [Member] | ||
Intangible assets, weighted average useful life | 5 years 1 month 6 days | |
Intangible assets, gross | $ 73,458,799 | 73,458,799 |
Intangible assets, accumulated amortization | (18,105,041) | (3,587,837) |
Intangible assets, net | $ 55,353,758 | 69,870,962 |
Advertiser Relationships [Member] | ||
Intangible assets, weighted average useful life | 9 years 5 months 1 day | |
Intangible assets, gross | $ 2,240,000 | 2,240,000 |
Intangible assets, accumulated amortization | (332,515) | (94,635) |
Intangible assets, net | $ 1,907,485 | 2,145,365 |
Database [Member] | ||
Intangible assets, weighted average useful life | 3 years | |
Intangible assets, gross | $ 1,140,000 | 1,140,000 |
Intangible assets, accumulated amortization | (531,183) | (151,183) |
Intangible assets, net | 608,817 | 988,817 |
Subtotal Amortizable Intangible Assets [Member] | ||
Intangible assets, gross | 99,717,656 | 99,784,903 |
Intangible assets, accumulated amortization | (28,235,821) | (8,400,759) |
Intangible assets, net | 71,481,835 | 91,384,144 |
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, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 19,803,965 | |
2022 | 19,209,117 | |
2023 | 17,460,073 | |
2024 | 11,397,870 | |
Thereafter | 3,610,810 | |
Intangible assets, net | $ 71,501,835 | $ 91,404,144 |
Other Assets - Summary of Other
Other Assets - Summary of Other Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 110,418 | $ 110,418 |
Other deposits | 15,400 | 65,764 |
Prepaid expenses | 732,309 | 867,467 |
Note receivable | 41,638 | |
Prepaid supplies | 472,685 | |
Other assets | $ 1,330,812 | $ 1,085,287 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying value at beginning of year | $ 16,139,377 | $ 7,324,287 |
Goodwill acquired in acquisition of TheStreet | 8,815,090 | |
Carrying value at end of year | $ 16,139,377 | $ 16,139,377 |
Restricted Stock Liabilities (D
Restricted Stock Liabilities (Details Narrative) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of shares vested | 1,064,549 | 1,064,549 |
Purchase price per share | $ 4 | $ 4 |
Incremental stock-based compensation costs | $ 334,328 | |
Reclassification of restricted stock awards and units from equity to liability classified upon modification | $ 3,800,734 | $ (3,800,734) |
Restricted Stock Liabilities -
Restricted Stock Liabilities - Schedule of Components of Restricted Stock Liabilities (Details) - USD ($) | Dec. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |||
Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share) | $ 4,258,196 | ||
Less imputed interest | (457,462) | ||
Present value of restricted stock liabilities | $ 3,800,734 | (3,800,734) | |
Less prepayments | (177,425) | ||
Current portion of restricted stock liabilities | 1,627,499 | ||
Long-term portion of restricted stock liabilities | 1,995,810 | ||
Total restricted stock liabilities | $ 3,623,309 |
Restricted Stock Liabilities _2
Restricted Stock Liabilities - Schedule of Components of Restricted Stock Liabilities (Details) (Parenthetical) - $ / shares | Dec. 15, 2020 | Dec. 31, 2020 |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Number of shares vested | 1,064,549 | 1,064,549 |
Purchase price per share | $ 4 | $ 4 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
General accrued expenses | $ 4,116,875 | $ 7,665,518 |
Accrued payroll and related taxes | 2,519,903 | 968,782 |
Accrued publisher expenses | 3,956,114 | 1,550,669 |
Sales tax liability | 1,063,515 | 801,930 |
Due to Meredith | 701,734 | |
Due to ABG | 4,000,000 | |
Restricted stock liabilities | 1,627,499 | |
Other | 1,434,287 | 794,568 |
Total accrued expenses | $ 14,718,193 | $ 16,483,201 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Feb. 27, 2020 | Nov. 30, 2018 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||
Sallyport [Member] | ||||||
Receivable from related party | $ 626,532 | |||||
Financing and Security Agreement [Member] | ||||||
Line of credit | $ 7,178,791 | |||||
Line of credit maturity date | Feb. 6, 2022 | |||||
Line of credit, outstanding amount | $ 6,500,000 | |||||
Financing and Security Agreement [Member] | LIBOR Rate Plus [Member] | ||||||
Line of credit interest rate | 8.50% | |||||
Financing and Security Agreement [Member] | FastPay Credit Facility [Member] | ||||||
Line of credit | $ 15,000,000 | |||||
Factoring Note Agreement [Member] | ||||||
Debt instrument interest rate | 3.00% | 3.00% | ||||
Initial factoring fee | 41.50% | 41.50% | ||||
Debt fee | $ 950 | $ 950 | ||||
Factoring Note Agreement [Member] | Floor Rate [Member] | ||||||
Line of credit interest rate | 5.00% | |||||
Factoring Note Agreement [Member] | Prime Rate [Member] | ||||||
Line of credit interest rate | 4.00% | 8.75% | ||||
Factoring Note Agreement [Member] | Maximum [Member] | ||||||
Line of credit , maximum borrowing capacity | $ 3,500,000 | $ 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 - Su
Liquidated Damages Payable - Summary of Liquidated Damages (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Registration Rights Damages | $ 3,764,956 | $ 3,127,756 | |
Public Information Failure Damages | 4,655,445 | 3,936,645 | |
Accrued interest | 1,147,690 | 1,016,113 | |
Liquidated damages payable | 9,568,091 | 8,080,514 | |
12% Convertible Debentures [Member] | |||
Registration Rights Damages | |||
Public Information Failure Damages | 905,490 | 893,190 | |
Accrued interest | 134,466 | 132,888 | |
Liquidated damages payable | 1,039,956 | 1,026,078 | |
MDB Common Stock to Be Issued [Member] | |||
Registration Rights Damages | [1] | 15,001 | 15,001 |
Public Information Failure Damages | [1] | ||
Accrued interest | [1] | ||
Liquidated damages payable | [1] | 15,001 | 15,001 |
Series H Preferred Stock [Member] | |||
Registration Rights Damages | 1,163,955 | 1,163,955 | |
Public Information Failure Damages | 1,163,955 | 1,163,955 | |
Accrued interest | 481,017 | 481,017 | |
Liquidated damages payable | 2,808,927 | 2,808,927 | |
Series I Preferred Stock [Member] | |||
Registration Rights Damages | 1,386,000 | 1,108,800 | |
Public Information Failure Damages | 1,386,000 | 1,039,500 | |
Accrued interest | 332,185 | 262,193 | |
Liquidated damages payable | 3,104,185 | 2,410,493 | |
Series J Preferred Stock [Member] | |||
Registration Rights Damages | 1,200,000 | 840,000 | |
Public Information Failure Damages | 1,200,000 | 840,000 | |
Accrued interest | 200,022 | 140,015 | |
Liquidated damages payable | $ 2,600,022 | $ 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) | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Cash and cash equivalents | $ 9,033,872 | $ 8,852,281 |
Fair value of derivative net | 52,556,401 | 44,009,745 |
Change in valuation of warrant derivative liabilities | 496,305 | (1,015,151) |
Change in valuation of embedded derivative liabilities | $ 2,571,004 | (5,040,000) |
Debenture convertible percentage | 12.00% | |
Warrant derivative liabilities | $ 1,147,895 | 1,644,200 |
Fair value of embedded derivative liabilities | 13,501,000 | |
12% Convertible Debentures [Member] | ||
Fair value of embedded derivative liabilities | 10,929,996 | |
Series G Preferred Stock [Member] | ||
Warrant derivative liabilities | 72,563 | |
Other income | 72,563 | |
Level 3 [Member] | ||
Change in valuation of embedded derivative liabilities | $ (2,571,004) | 2,971,694 |
Fair value of embedded derivative liabilities | 13,501,000 | |
L2 Warrants [Member] | ||
Adjustment to additional paid in capital | $ 735,186 | |
Expected Life [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, term | 3 years 9 months | |
Expected Life [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, term | 2 years 5 months 12 days | 3 years 5 months 12 days |
Expected Life [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, term | 4 years 9 months 14 days | 5 years 9 months 18 days |
Measurement Input, Risk Free Interest Rate [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 1.56 | |
Measurement Input, Risk Free Interest Rate [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 0.13 | 1.62 |
Measurement Input, Risk Free Interest Rate [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 0.36 | 1.76 |
Volatility Factor [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 130.46 | |
Volatility Factor [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 150.55 | 144.56 |
Volatility Factor [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 140.95 | 127.63 |
Dividend Rate [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | |
Dividend Rate [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Dividend Rate [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Transaction Date Closing Market [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | $ 0.89 | |
Transaction Date Closing Market [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | $ 0.60 | 0.80 |
Transaction Date Closing Market [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | 0.60 | 0.80 |
Exercise Price [Member] | L2 Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | 0.50 | |
Exercise Price [Member] | Strome Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | 0.50 | 4.50 |
Exercise Price [Member] | B. Riley Warrants [Member] | ||
Fair value assumptions, measurement input, price per share | $ / shares | $ 1 | $ 1 |
TheStreet, Inc [Member] | ||
Fair value of unearned revenues | $ 61,625,676 | |
Sports Illustrated Licensed Brands [Member] | ||
Fair value of unearned revenues | $ 23,498,597 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Warrant derivative liabilities fair value | $ 1,147,895 | $ 1,644,200 |
Embedded derivative liabilities | 13,501,000 | |
Strome Warrants [Member] | ||
Warrant derivative liabilities fair value | 704,707 | 1,036,687 |
B. Riley Warrants [Member] | ||
Warrant derivative liabilities fair value | 443,188 | 607,513 |
Level I [Member] | ||
Warrant derivative liabilities fair value | ||
Embedded derivative liabilities | ||
Level I [Member] | Strome Warrants [Member] | ||
Warrant derivative liabilities fair value | ||
Level I [Member] | B. Riley Warrants [Member] | ||
Warrant derivative liabilities fair value | ||
Level 2 [Member] | ||
Warrant derivative liabilities fair value | ||
Embedded derivative liabilities | ||
Level 2 [Member] | Strome Warrants [Member] | ||
Warrant derivative liabilities fair value | ||
Level 2 [Member] | B. Riley Warrants [Member] | ||
Warrant derivative liabilities fair value | ||
Level 3 [Member] | ||
Warrant derivative liabilities fair value | 1,147,895 | 1,644,200 |
Embedded derivative liabilities | 13,501,000 | |
Level 3 [Member] | Strome Warrants [Member] | ||
Warrant derivative liabilities fair value | 704,707 | 1,036,687 |
Level 3 [Member] | B. Riley Warrants [Member] | ||
Warrant derivative liabilities fair value | 443,188 | 607,513 |
12% Amended Senior Secured Notes [Member] | ||
Long-term debt fair value | 52,556,401 | 44,009,745 |
12% Amended Senior Secured Notes [Member] | Level I [Member] | ||
Long-term debt fair value | ||
12% Amended Senior Secured Notes [Member] | Level 2 [Member] | ||
Long-term debt fair value | 52,556,401 | 44,009,745 |
12% Amended Senior Secured Notes [Member] | Level 3 [Member] | ||
Long-term debt fair value |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Valuation Activity for Warrants Accounted for Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
L2 Warrants [Member] | ||
Carrying amount at beginning of year | $ 418,214 | |
Change in valuation of warrant derivative liabilities | 316,972 | |
Exercise of warrants during the year | 735,186 | |
Carrying amount at end of year | 1,147,895 | |
Strome Warrants [Member] | ||
Carrying amount at beginning of year | 1,036,687 | 587,971 |
Change in valuation of warrant derivative liabilities | (331,980) | 448,716 |
Carrying amount at end of year | 704,707 | 1,036,687 |
B. Riley Warrants [Member] | ||
Carrying amount at beginning of year | 607,513 | 358,050 |
Change in valuation of warrant derivative liabilities | (164,325) | 249,463 |
Carrying amount at end of year | 443,188 | 607,513 |
Warrants [Member] | ||
Carrying amount at beginning of year | 1,644,200 | 1,364,235 |
Change in valuation of warrant derivative liabilities | (496,305) | 1,015,151 |
Exercise of warrants during the year | 735,186 | |
Carrying amount at end of year | $ 1,147,895 | $ 1,644,200 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Valuation Activity for the Embedded Conversion Feature Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Carrying amount at beginning of year | $ 1,644,200 | |
Change in fair value of embedded derivative liabilities | 2,571,004 | $ (5,040,000) |
Carrying amount at end of year | 1,147,895 | 1,644,200 |
Embedded Conversion Feature Liability [Member] | 12% Convertible Debentures [Member] | ||
Carrying amount at beginning of year | 13,501,000 | 7,387,000 |
Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Issuance date of March 18, 2019 | 822,000 | |
Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Issuance date of March 27, 2019 | 188,000 | |
Recognition of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature): Issuance date of April 8, 2019 | 64,000 | |
Change in fair value of embedded derivative liabilities | (2,571,004) | 5,040,000 |
Fair value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures | (10,929,996) | |
Carrying amount at end of year | $ 13,501,000 |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) - Promissory Note [Member] - Chief Executive Officer [Member] - USD ($) | 1 Months Ended | |
May 31, 2018 | Dec. 31, 2019 | |
Notes payable outstanding | $ 319,351 | |
Accrued interest payable | $ 12,574 | |
Minimum [Member] | ||
Federal rate, percentage | 2.18% | |
Maximum [Member] | ||
Federal rate, percentage | 2.38% |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | Jun. 28, 2019 | Apr. 08, 2019 | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 12, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt interest rate | 12.00% | 12.00% | 12.00% | |||||||
Debt conversion description | The 12% Convertible Debentures were subject to the Company receiving stockholder approval to increase its authorized shares of common stock before conversion. Principal on the 12% Convertible Debentures were convertible into shares of the Company's common stock, at the option of the investor at any time prior to December 31, 2020, at either a per share conversion price of $0.33 (with respect to the 12% Convertible Debentures issued in 2018) or $0.40 (with respect to the 12% Convertible Debentures issued in 2019), subject to adjustment for stock splits, stock dividends and similar transactions, and certain beneficial ownership blocker provisions. | |||||||||
Conversion price | $ 0.33 | $ 0.40 | $ 0.33 | |||||||
Proceeds from convertible debt | $ 100,000 | $ 318,000 | $ 1,696,000 | $ 13,091,528 | ||||||
Debt converted into shares | 250,000 | 795,000 | 4,240,000 | 39,671,297 | ||||||
Principal amount of debt | 83,616,590 | |||||||||
Legal expenses | 323,137 | $ 202,382 | ||||||||
Loss on conversion of debt | (3,297,539) | |||||||||
Loss on conversion of the accrued interest | $ 21,402,488 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Conversion price | $ 0.50 | |||||||||
Legal expenses | $ 1,386,000 | |||||||||
Holder [Member] | Securities Purchase Agreement [Member] | ||||||||||
Debt conversion description | 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. | |||||||||
12% Convertible Debentures [Member] | ||||||||||
Debt conversion description | As long as the debt remains outstanding, unless investors holding at least 51% in principal amount of the then-outstanding 12% Convertible Debentures otherwise agree, the Company was not permitted to enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness. | |||||||||
Debt converted into shares | 53,887,470 | |||||||||
Principal amount of debt | $ 18,104,949 | |||||||||
Ownership percentage | 4.99% | |||||||||
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. | |||||||||
Repayments of debt | $ 1,130,903 | |||||||||
12% Convertible Debentures [Member] | Minimum [Member] | ||||||||||
Conversion price | $ 0.33 | |||||||||
12% Convertible Debentures [Member] | Maximum [Member] | ||||||||||
Conversion price | $ 0.40 | |||||||||
12% Convertible Debentures [Member] | Securities Purchase Agreement [Member] | ||||||||||
Debt conversion description | The Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe and subject to certain conditions. 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, 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. | |||||||||
12% Convertible Debentures [Member] | Two Accredited Investors [Member] | ||||||||||
Principal amount of debt | $ 100,000 | $ 100,000 | $ 318,000 | $ 318,000 | $ 1,696,000 | |||||
Net proceeds received | $ 100,000 | $ 300,000 | 1,600,000 | |||||||
Legal expenses | $ 10,000 | |||||||||
Conversion of convertible shares | 250,000 | 795,000 | 4,240,000 | |||||||
12% Convertible Debentures [Member] | B. Riley [Member] | ||||||||||
Placement fee payable in cash | $ 18,000 | $ 96,000 | ||||||||
12% Convertible Debentures [Member] | Holder [Member] | ||||||||||
Ownership percentage | 9.99% |
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, 2020 | Dec. 31, 2019 |
Principal amount of debt | $ 83,616,590 | |||||
Add: accrued interest | 1,147,690 | $ 1,016,113 | ||||
Unamortized debt discount | (4,098,862) | |||||
Less current portion | (741,197) | |||||
Carry value at December 31, 2019, net of current portion | $ 12,497,765 | |||||
Convertible Debenture [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 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 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Oct. 23, 2020 | Apr. 06, 2020 | Mar. 24, 2020 | Feb. 27, 2020 | Aug. 27, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Principal amount of debt | $ 83,616,590 | |||||||||
Success fee | (3,400,000) | $ (3,400,000) | ||||||||
Legal fees | 323,137 | 202,382 | ||||||||
Accrued interest | $ 1,147,690 | $ 1,016,113 | ||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||||||
Delayed Draw Term Note [Member] | ||||||||||
Principal amount of debt | $ 6,913,865 | |||||||||
Accrued interest | 675,958 | |||||||||
Second Amendment To Amended and Restated Note Purchase Agreement [Member] | ||||||||||
Licensing agreement description | The second amendment to the amended and restated note purchase agreement, the Company replaced its previous $3,500,000 working capital facility with Sallyport with a new $15,000,000 working capital facility with FastPay; and (ii) BRF Finance issued a letter of credit in the amount of approximately $3,000,000 to the Company's landlord for the property lease located at 225 Liberty Street, 27th Floor, New York, New York 10281. | |||||||||
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 | 45,600,000 | |||||||||
Repayments of debt | 45,000,000 | |||||||||
Legal fees | 50,000 | |||||||||
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 | |||||||||
Proceeds from issuance of debt | 48,000,000 | |||||||||
Success fee | $ 3,400,000 | |||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||
Principal amount of debt | 71,000,000 | $ 71,000,000 | ||||||||
Proceeds from issuance of debt | $ 3,000,000 | |||||||||
Legal fees | 17,382 | |||||||||
Net proceeds from issuance of debt | 2,850,000 | |||||||||
Licensing agreement description | The Company entered into an amendment 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). | |||||||||
Accrued interest | 7,457,388 | $ 1,082,642 | ||||||||
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | ||||||||||
Debt maturity date | Mar. 31, 2021 | |||||||||
Principal amount of debt | $ 12,000,000 | |||||||||
Proceeds from issuance of debt | 6,913,865 | |||||||||
Legal fees | 793,109 | |||||||||
Net proceeds from issuance of debt | $ 6,000,000 | |||||||||
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 interest amounts, shares of the Company's common stock Company's common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments. | |||||||||
Debt instrument interest rate | 15.00% | |||||||||
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | Maximum [Member] | ||||||||||
Principal amount of debt | $ 8,000,000 | |||||||||
12% Amended Senior Secured Notes [Member] | B. Riley [Member] | ||||||||||
Placement fee payable in cash | $ 150,000 | |||||||||
Term Note [Member] | ||||||||||
Debt principal and accrued interest amount | $ 3,367,000 | |||||||||
Payroll Protection Program Loan [Member] | ||||||||||
Debt maturity date | Apr. 6, 2022 | |||||||||
Principal amount of debt | 5,702,725 | |||||||||
Success fee | ||||||||||
Legal fees | ||||||||||
Accrued interest | ||||||||||
Debt instrument interest rate | 0.98% | |||||||||
Proceeds from loan | $ 5,702,725 |
Long-term Debt - Components of
Long-term Debt - Components of the 12% Amended Senior Secured Notes and Carrying Values (Details) - USD ($) | Mar. 24, 2020 | Aug. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Subtotal principal amount of debt | $ 83,616,590 | |||
Add accrued interest | 1,147,690 | $ 1,016,113 | ||
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | (4,853,933) | |||
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | (3,295,505) | |||
Less principal payments paid in cash | (17,307,364) | |||
Principal amount of debt outstanding including accrued interest | 66,293,134 | |||
Placement fee to B. Riley FBR | (4,241,387) | (3,550,000) | ||
Commitment fee (2% of unused commitment) | (101,723) | |||
Success based fee to B. Riley FBR | (3,400,000) | (3,400,000) | ||
Legal and other costs | (323,137) | (202,382) | ||
Subtotal debt discount | (8,066,247) | |||
Less amortization of debt discount | 3,967,385 | |||
Unamortized debt discount | (4,098,862) | |||
Carrying value at end of year | 62,194,272 | |||
Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | 6,913,865 | |||
Add accrued interest | 675,958 | |||
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | ||||
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | (3,295,505) | |||
Less principal payments paid in cash | ||||
Principal amount of debt outstanding including accrued interest | 4,294,318 | |||
Subtotal debt discount | (913,865) | |||
Less amortization of debt discount | 554,693 | |||
Unamortized debt discount | (359,172) | |||
Carrying value at end of year | 3,935,146 | |||
Term Note [Member] | ||||
Placement fee to B. Riley FBR | (691,387) | |||
Commitment fee (2% of unused commitment) | (101,723) | |||
Success based fee to B. Riley FBR | ||||
Legal and other costs | (120,755) | |||
June 10, 2019 [Member] | ||||
Subtotal principal amount of debt | 20,000,000 | |||
June 10, 2019 [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | ||||
June 14, 2019 [Member] | ||||
Subtotal principal amount of debt | 48,000,000 | |||
June 14, 2019 [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | ||||
August 27, 2019 [Member] | ||||
Subtotal principal amount of debt | 3,000,000 | |||
August 27, 2019 [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | ||||
March 26, 2020 [Member] | ||||
Subtotal principal amount of debt | 6,913,865 | |||
March 26, 2020 [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | 6,913,865 | |||
April 6, 2020 [Member] | ||||
Subtotal principal amount of debt | 5,702,725 | |||
April 6, 2020 [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | ||||
12% Amended Senior Secured Notes [Member] | ||||
Subtotal principal amount of debt | 71,000,000 | 71,000,000 | ||
Add accrued interest | 7,457,388 | 1,082,642 | ||
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | (4,853,933) | (4,853,933) | ||
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | ||||
Less principal payments paid in cash | (17,307,364) | (17,307,364) | ||
Principal amount of debt outstanding including accrued interest | 56,296,091 | 49,921,345 | ||
Legal and other costs | $ (17,382) | |||
Subtotal debt discount | (7,152,382) | (7,152,382) | ||
Less amortization of debt discount | 3,412,692 | 1,240,782 | ||
Unamortized debt discount | (3,739,690) | (5,911,600) | ||
Carrying value at end of year | 52,556,401 | 44,009,745 | ||
12% Amended Senior Secured Notes [Member] | Delayed Draw Term Note [Member] | ||||
Subtotal principal amount of debt | $ 12,000,000 | |||
Legal and other costs | $ (793,109) | |||
12% Amended Senior Secured Notes [Member] | June 10, 2019 [Member] | ||||
Subtotal principal amount of debt | 20,000,000 | 20,000,000 | ||
12% Amended Senior Secured Notes [Member] | June 14, 2019 [Member] | ||||
Subtotal principal amount of debt | 48,000,000 | 48,000,000 | ||
12% Amended Senior Secured Notes [Member] | August 27, 2019 [Member] | ||||
Subtotal principal amount of debt | 3,000,000 | 3,000,000 | ||
12% Amended Senior Secured Notes [Member] | March 26, 2020 [Member] | ||||
Subtotal principal amount of debt | ||||
12% Amended Senior Secured Notes [Member] | April 6, 2020 [Member] | ||||
Subtotal principal amount of debt | ||||
12% Second Amended Senior Secured Note [Member] | ||||
Placement fee to B. Riley FBR | (3,550,000) | |||
Commitment fee (2% of unused commitment) | ||||
Success based fee to B. Riley FBR | (3,400,000) | |||
Legal and other costs | (202,382) | |||
Payroll Protection Program Loan [Member] | ||||
Subtotal principal amount of debt | 5,702,725 | |||
Add accrued interest | ||||
Less principal payment paid in Series J Preferred Stock (net of interest of $146,067) | ||||
Less principal payment paid in Series K Preferred Stock (net of interest of $71,495) | ||||
Less principal payments paid in cash | ||||
Principal amount of debt outstanding including accrued interest | 5,702,725 | |||
Placement fee to B. Riley FBR | ||||
Commitment fee (2% of unused commitment) | ||||
Success based fee to B. Riley FBR | ||||
Legal and other costs | ||||
Subtotal debt discount | ||||
Less amortization of debt discount | ||||
Unamortized debt discount | ||||
Carrying value at end of year | 5,702,725 | |||
Payroll Protection Program Loan [Member] | June 10, 2019 [Member] | ||||
Subtotal principal amount of debt | ||||
Payroll Protection Program Loan [Member] | June 14, 2019 [Member] | ||||
Subtotal principal amount of debt | ||||
Payroll Protection Program Loan [Member] | August 27, 2019 [Member] | ||||
Subtotal principal amount of debt | ||||
Payroll Protection Program Loan [Member] | March 26, 2020 [Member] | ||||
Subtotal principal amount of debt | ||||
Payroll Protection Program Loan [Member] | April 6, 2020 [Member] | ||||
Subtotal principal amount of debt | $ 5,702,725 |
Long-term Debt - Components o_2
Long-term Debt - Components of the 12% Amended Senior Secured Notes and Carrying Values (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unused commitment percentage | 2.00% | |
Series J Preferred Stock [Member] | Delayed Draw Term Note [Member] | ||
Principal payment interest | $ 71,495 | $ 71,495 |
12% Amended Senior Secured Notes [Member] | Series K Preferred Stock [Member] | ||
Principal payment interest | $ 146,067 | $ 146,067 |
Long-term Debt - Summary of Int
Long-term Debt - Summary of Interest Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of debt discounts | $ 6,607,212 | $ 4,545,675 |
Total accrued and noncash converted interest | 9,244,324 | 3,065,633 |
Total cash paid interest expense | 645,681 | 2,852,262 |
Total interest expense | 16,497,217 | 10,463,570 |
Term Note [Member] | ||
Amortization of debt discounts | 554,693 | |
Total accrued and noncash converted interest | 747,453 | |
12% Convertible Debentures [Member] | ||
Amortization of debt discounts | 3,880,609 | 3,304,893 |
Total accrued and noncash converted interest | 2,116,281 | 1,831,130 |
12% Second Amended Senior Secured Note [Member] | ||
Amortization of debt discounts | 2,171,910 | 1,240,782 |
Total accrued and noncash converted interest | 6,374,746 | 1,228,709 |
Total cash paid interest expense | 2,351,904 | |
Promissory Note [Member] | ||
Total accrued and noncash converted interest | 5,844 | 5,794 |
Total cash paid interest expense | 983 | |
Other [Member] | ||
Total cash paid interest expense | $ 645,681 | $ 499,375 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Oct. 31, 2020 | Sep. 04, 2020 | Aug. 20, 2020 | Oct. 07, 2019 | Jun. 28, 2019 | Aug. 10, 2018 | Nov. 30, 2001 | May 30, 2000 | Nov. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2020 | Jun. 10, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 1,000,000 | |||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||
Conversion price | $ 0.33 | $ 0.40 | $ 0.33 | |||||||||||
Partially repayments of notes | $ 366,842 | |||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||||||||||
12% Senior Secured Note [Member] | ||||||||||||||
Note payable | $ 2,365,000 | |||||||||||||
Partially repayments of notes | $ 18,300,000 | |||||||||||||
Payment of deferred fees | $ 3,400,000 | |||||||||||||
August 19, 2020 and October 31, 2020 [Member] | ||||||||||||||
Beneficial conversion feature | $ 502,000 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Conversion price | $ 0.50 | |||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||
Conversion price | $ 0.70 | |||||||||||||
B. Riley [Member] | ||||||||||||||
Cash fee paid | $ 1,386,000 | |||||||||||||
Reimbursement of legal fee | $ 73,858 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Number of shares converted | 188,791 | |||||||||||||
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 | 168.496 | ||||||||||||
Sale of stock | 1,800 | |||||||||||||
Number of shares converted | 1,631.504 | |||||||||||||
Preferred stock, liquidation value | $ 1,000 | |||||||||||||
Series G Preferred Stock [Member] | Original Investor [Member] | ||||||||||||||
Shares outstanding | 168.496 | |||||||||||||
Preferred stock, liquidation aggregate amount | $ 168,496 | |||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | |||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||
Preferred stock, designated shares | 23,000 | |||||||||||||
Shares outstanding | 19,597 | |||||||||||||
Number of shares converted | 58,787,879 | |||||||||||||
Preferred stock, shares issued | 19,597 | 19,400 | ||||||||||||
Conversion price | $ 0.33 | |||||||||||||
Proceeds from issuance of convetible preferred stock | $ 19,399,250 | $ 113,000 | ||||||||||||
Stock issuance cost | $ 18,045,496 | $ 17,896 | ||||||||||||
Number of shares issued during period, shares | 108 | |||||||||||||
Beneficial conversion feature | $ 389,000 | |||||||||||||
Series H Preferred Stock [Member] | August 19, 2020 [Member] | ||||||||||||||
Conversion price | $ 0.33 | |||||||||||||
Number of shares issued during period, shares | 108 | |||||||||||||
Beneficial conversion feature | $ 113,000 | |||||||||||||
Trading price, per share | $ 0.86 | |||||||||||||
Series H Preferred Stock [Member] | October 31, 2020 [Member] | ||||||||||||||
Conversion price | $ 0.33 | |||||||||||||
Number of shares issued during period, shares | 389 | |||||||||||||
Beneficial conversion feature | $ 389,000 | |||||||||||||
Trading price, per share | $ 0.77 | |||||||||||||
Series H Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Preferred stock, liquidation value | $ 1,000 | |||||||||||||
Preferred stock, shares issued | 19,400 | |||||||||||||
Conversion price | 0.33 | |||||||||||||
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 | |||||||||||||
Number of shares issued during period, shares | 20,000 | |||||||||||||
Series H Preferred Stock [Member] | Accredited Investor [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Number of shares converted | 327,273 | |||||||||||||
Conversion price | $ 0.33 | |||||||||||||
Proceeds from issuance of convetible preferred stock | $ 130,896 | |||||||||||||
Stock issuance cost | $ 113,000 | |||||||||||||
Number of shares issued during period, shares | 108 | |||||||||||||
Proceeds from issuance of common stock | $ 2,730,000 | |||||||||||||
Shares issued during the period deemed null and void | 2,145 | |||||||||||||
Series H Preferred Stock [Member] | James Heckman [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Number of shares converted | 1,178,787 | |||||||||||||
Conversion price | $ 0.33 | |||||||||||||
Number of shares issued during period, shares | 389 | |||||||||||||
Note payable | $ 389,000 | |||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Preferred stock, designated shares | 25,800 | |||||||||||||
Number of shares converted | 46,200,000 | |||||||||||||
Preferred stock, shares issued | 23,100 | 23,100 | ||||||||||||
Conversion price | $ 0.50 | |||||||||||||
Proceeds from issuance of convetible preferred stock | $ 23,100,000 | $ 23,100,000 | ||||||||||||
Stock issuance cost | $ 1,459,858 | |||||||||||||
Number of shares issued during period, shares | 231,000 | |||||||||||||
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 | |||||||||||||
Number of shares issued during period, shares | 23,100 | |||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Preferred stock, designated shares | 35,000 | |||||||||||||
Number of shares converted | 28,571,428 | |||||||||||||
Preferred stock, shares issued | 20,000 | |||||||||||||
Conversion price | $ 0.40 | $ 0.70 | ||||||||||||
Proceeds from issuance of convetible preferred stock | $ 20,000,000 | $ 6,000,000 | $ 15,000,000 | |||||||||||
Stock issuance cost | 580,004 | |||||||||||||
Working capital and general coporate | $ 14,400,000 | |||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||
Series J Preferred Stock [Member] | 12% Senior Secured Note [Member] | ||||||||||||||
Partially repayments of notes | $ 5,000,000 | |||||||||||||
Series J Preferred Stock [Member] | B. Riley [Member] | ||||||||||||||
Cash fee paid | 525,240 | |||||||||||||
Reimbursement of legal fee | $ 43,043 | |||||||||||||
Series J Preferred Stock [Member] | Two Accredited Investors [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Number of shares converted | 6,000,000 | |||||||||||||
Conversion price | $ 0.70 | |||||||||||||
Number of shares issued during period, shares | 10,500 | |||||||||||||
Proceeds from issuance of common stock | $ 15,000,000 | |||||||||||||
Series K Preferred Stock [Member] | ||||||||||||||
Preferred stock par value | $ 1,000 | |||||||||||||
Preferred stock, designated shares | 20,000 | |||||||||||||
Number of shares converted | 45,105,000 | |||||||||||||
Preferred stock, shares issued | 18,042 | |||||||||||||
Conversion price | $ 0.40 | |||||||||||||
Proceeds from issuance of convetible preferred stock | $ 18,042,000 | $ 14,675,000 | ||||||||||||
Stock issuance cost | $ 560,500 | |||||||||||||
Number of shares issued during period, shares | 18,042 | |||||||||||||
Beneficial conversion feature | $ 17,481,500 | |||||||||||||
Trading price, per share | $ 0.61 | |||||||||||||
Working capital and general coporate | 11,500,000 | |||||||||||||
Series K Preferred Stock [Member] | Term Notes [Member] | ||||||||||||||
Partially repayments of notes | 3,400,000 | |||||||||||||
Payments for prior investment | $ 2,600,000 | |||||||||||||
Series K Preferred Stock [Member] | Registration Rights Agreement [Member] | ||||||||||||||
Maximum liquidated damages percentage | 6.00% | |||||||||||||
Series K Preferred Stock [Member] | Security Purchase Agreement [Member] | ||||||||||||||
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. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | |||||||||||||
Series K Preferred Stock [Member] | B. Riley [Member] | ||||||||||||||
Cash fee paid | $ 560,500 | |||||||||||||
Series H Convertible Preferred Stock [Member] | ||||||||||||||
Shares outstanding | 19,597 | 19,400 | ||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 | ||||||||||||
Preferred stock, shares issued | 19,597 | 19,400 | ||||||||||||
Proceeds from issuance of convetible preferred stock | $ 113,000 | |||||||||||||
Series H Convertible Preferred Stock [Member] | Registration Rights Agreement [Member] | ||||||||||||||
Agreement description | The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of certain events 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 registration rights agreements provide for Registration Rights Damages (further details are provided in Note 15). | |||||||||||||
Maximum liquidated damages percentage | 6.00% | |||||||||||||
Series H Convertible Preferred Stock [Member] | Security Purchase Agreement [Member] | ||||||||||||||
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. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | |||||||||||||
Series I Convertible Preferred Stock [Member] | ||||||||||||||
Shares outstanding | 23,100 | |||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 | ||||||||||||
Preferred stock, shares issued | 23,100 | |||||||||||||
Trading price, per share | 0.61 | |||||||||||||
Series I Convertible Preferred Stock [Member] | Registration Rights Agreement [Member] | ||||||||||||||
Maximum liquidated damages percentage | 6.00% | |||||||||||||
Series I Convertible Preferred Stock [Member] | Security Purchase Agreement [Member] | ||||||||||||||
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. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). | |||||||||||||
Series J Convertible Preferred Stock [Member] | ||||||||||||||
Shares outstanding | 20,000 | |||||||||||||
Temporary equity, liquidation preference per share value | $ 1,000 | $ 1,000 | ||||||||||||
Preferred stock, shares issued | 20,000 | |||||||||||||
Stock issuance cost | $ 580,004 | |||||||||||||
Number of shares issued during period, shares | 10,500 | 20,000 | ||||||||||||
Beneficial conversion feature | $ 23,739,996 | |||||||||||||
Trading price, per share | $ 0.61 | |||||||||||||
Series J Convertible Preferred Stock [Member] | Registration Rights Agreement [Member] | ||||||||||||||
Maximum liquidated damages percentage | 6.00% | 6.00% | ||||||||||||
Series J Convertible Preferred Stock [Member] | Security Purchase Agreement [Member] | ||||||||||||||
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. The securities purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15). |
Preferred Stock - Schedule of C
Preferred Stock - Schedule of Components of Preferred Stock (Details) - USD ($) | Jun. 28, 2019 | Aug. 10, 2018 | Nov. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, components value | $ 55,653,730 | ||||
Legal fees and other costs | (323,137) | $ (202,382) | |||
Conversion of preferred stock into common stock | 300,000 | ||||
Payments made to B. Riley FBR from proceeds: Less: placement fee | (4,241,387) | (3,550,000) | |||
Preferred stock, components value | $ 18,415,992 | $ 55,653,730 | |||
Series H Preferred Stock [Member] | |||||
Preferred stock, shares issued | 19,400 | ||||
Preferred stock, components value | $ 18,045,496 | ||||
Issuance of Preferred Stock. shares | 108 | ||||
Issuance of Preferred Stock | $ 130,896 | ||||
Stock issuance cost | $ (18,045,496) | (17,896) | |||
Net proceeds received upon issuance of preferred stock | $ 19,399,250 | $ 113,000 | |||
Conversion of preferred stock into common stock, shares | (300) | ||||
Conversion of preferred stock into common stock | $ (300,000) | ||||
Issuance of preferred stock upon conversion, shares | 389 | ||||
Issuance of preferred stock upon conversion | $ 389,000 | ||||
Net issuance of Preferred Stock, shares | 197 | ||||
Net issuance of Preferred Stock | $ 202,000 | ||||
Preferred stock, shares issued | 19,597 | 19,400 | |||
Preferred stock, components value | $ 18,247,496 | $ 18,045,496 | |||
Beneficial conversion feature | $ 502,000 | ||||
Series I Preferred Stock [Member] | |||||
Preferred stock, shares issued | 23,100 | ||||
Preferred stock, components value | $ 19,699,742 | ||||
Issuance of Preferred Stock. shares | 231,000 | ||||
Issuance of Preferred Stock | $ 23,100,000 | ||||
Cash paid to B. Riley FBR as placement fee | (1,386,000) | ||||
Legal fees and other costs | (73,858) | ||||
Stock issuance cost | (1,459,858) | ||||
Less Liquidated Damages recognized upon issuance | (1,940,400) | ||||
Total issuance costs and Liquidated Damages | (3,400,258) | ||||
Net proceeds received upon issuance of preferred stock | $ 23,100,000 | $ 23,100,000 | |||
Conversion of preferred stock into common stock, shares | (23,100) | ||||
Conversion of preferred stock into common stock | $ (19,699,742) | ||||
Net issuance of Series H Preferred Stock | |||||
Preferred stock, shares issued | 23,100 | 23,100 | |||
Preferred stock, components value | $ 19,699,742 | ||||
Beneficial conversion feature | $ 5,082,000 | ||||
Series J Convertible Preferred Stock [Member] | |||||
Preferred stock, shares issued | 20,000 | ||||
Preferred stock, components value | $ 17,739,996 | ||||
Issuance of Preferred Stock. shares | 10,500 | 20,000 | |||
Issuance of Preferred Stock | $ 6,000,000 | $ 20,000,000 | |||
Cash paid to B. Riley FBR as placement fee | (525,240) | ||||
Legal fees and other costs | (54,764) | ||||
Stock issuance cost | (580,004) | ||||
Less Liquidated Damages recognized upon issuance | (1,680,000) | ||||
Total issuance costs and Liquidated Damages | $ (2,260,004) | ||||
Conversion of preferred stock into common stock, shares | (30,500) | ||||
Conversion of preferred stock into common stock | $ (23,739,996) | ||||
Issuance of preferred stock upon conversion, shares | 30,500 | ||||
Issuance of preferred stock upon conversion | $ 23,739,996 | ||||
Net issuance of Preferred Stock, shares | 15,000 | ||||
Net issuance of Preferred Stock | $ 15,000,000 | ||||
shares issued for payment of debt, shares | (5,000) | ||||
shares issued for payment of debt | $ (5,000,000) | ||||
Payments made to B. Riley FBR from proceeds: Less: placement fee | (525,240) | ||||
Net issuance of Series H Preferred Stock | $ 17,739,996 | ||||
Preferred stock, shares issued | 20,000 | ||||
Preferred stock, components value | $ 17,739,996 | ||||
Beneficial conversion feature | $ 586,545 | ||||
Series K Preferred Stock [Member] | |||||
Issuance of Preferred Stock. shares | 18,042 | ||||
Issuance of Preferred Stock | $ 18,042,000 | ||||
Issuance of Preferred Stock on October 23, 2020, shares | 6,750 | ||||
Issuance of Preferred Stock on October 23, 2020 | $ 6,750,000 | ||||
Issuance of Series K Preferred Stock on October 28, 2020, shares | 5,292 | ||||
Issuance of Series K Preferred Stock on October 28, 2020 | $ 5,292,000 | ||||
Issuance of Series K Preferred Stock on November 11, 2020, shares | 6,000 | ||||
Issuance of Series K Preferred Stock on November 11, 2020 | $ 6,000,000 | ||||
Cash paid to B. Riley FBR as placement fee | (440,500) | ||||
Legal fees and other costs | (120,000) | ||||
Stock issuance cost | (560,500) | ||||
Net proceeds received upon issuance of preferred stock | $ 18,042,000 | $ 14,675,000 | |||
Conversion of preferred stock into common stock, shares | (18,042) | ||||
Conversion of preferred stock into common stock | $ (17,481,500) | ||||
Issuance of preferred stock upon conversion | $ 17,481,500 | ||||
Preferred stock, shares issued | 18,042 | ||||
Preferred stock, components value | |||||
Beneficial conversion feature | $ 9,472,050 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 02, 2020 | Dec. 11, 2019 | Aug. 23, 2019 | Jun. 14, 2019 | Jan. 02, 2019 | Jan. 04, 2018 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2020 | Oct. 26, 2020 | Oct. 18, 2019 | Sep. 10, 2019 | Jun. 15, 2019 | Jan. 04, 2019 | Aug. 23, 2018 | Aug. 03, 2018 | Oct. 19, 2017 | Dec. 19, 2016 | Nov. 04, 2016 |
Common stock authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 | |||||||||||||||||
Common stock par value | $ 0.01 | $ 0.01 | ||||||||||||||||||
Hub Pages Inc [Member] | ||||||||||||||||||||
Common stock par value | $ 2.50 | |||||||||||||||||||
Number of shares issued during period, shares | 2,400,000 | |||||||||||||||||||
Stock option expiration date | Sep. 23, 2021 | |||||||||||||||||||
Stock option vesting description | The true-up provision was settled on May 31, 2019 (as further described in Note 22). The true-up period, in general, was 13 months after the consummation of the 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. | |||||||||||||||||||
MDB Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.20 | |||||||||||||||||||
Warrant outstanding | 507,055 | 327,490 | ||||||||||||||||||
L2 Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||||||
Warrant to purchase common stock | 539,331 | 640,405 | ||||||||||||||||||
Strome Warrant [Member] | ||||||||||||||||||||
Number of shares issued during period, shares | 539,331 | |||||||||||||||||||
Warrant exercise price | $ 0.80 | |||||||||||||||||||
Number of warrant exercised under cashless exercise | 1,066,963 | |||||||||||||||||||
Strome Warrant [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||||||
Warrant to purchase common stock | 1,500,000 | |||||||||||||||||||
Financing Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.60 | |||||||||||||||||||
Fair value of warrants | $ 280,996 | |||||||||||||||||||
Publisher Partner Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 2.08 | |||||||||||||||||||
Warrant to purchase common stock | 150,000 | 2,000,000 | 5,000,000 | |||||||||||||||||
AllHipHop Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.65 | |||||||||||||||||||
Warrant to purchase common stock | 125,000 | |||||||||||||||||||
ABG Warrants [Member] | ||||||||||||||||||||
Warrant to purchase common stock | 21,989,844 | |||||||||||||||||||
Warrant expiration term | 10 years | |||||||||||||||||||
Warrants description | (1) 40% of the Forty-Two Cents Warrants and 40% of the Eighty-Four Cents Warrants vest in equal monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain terminations by the Company of the Sports Illustrated Licensing Agreement); (2) 60% of the Forty-Two Cents Warrants and 60% of the Eighty-Four Cents Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar years 2020, 2021, 2022, or 2023 | |||||||||||||||||||
Forty-Two Cents Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.42 | |||||||||||||||||||
Eighty-Four Cents Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 0.84 | |||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||
Number of restricted common stock, shares | 12,312,417 | 12,312,417 | ||||||||||||||||||
Forfeited vested restricted stock including tax withholding | 1,146,811 | 1,227,512 | ||||||||||||||||||
Forfeited vested restricted stock | 399,998 | 825,000 | ||||||||||||||||||
Forfeited vested restricted stock tax withholding | 746,813 | 402,512 | ||||||||||||||||||
Restricted Stock Awards [Member] | Hub Pages Inc [Member] | ||||||||||||||||||||
Number of restricted common stock, shares | 2,399,997 | |||||||||||||||||||
Say Media, Inc. [Member] | ||||||||||||||||||||
Number of shares issued during period, shares | 5,067,167 | 2,857,357 | 1,188,880 | |||||||||||||||||
Remaining shares to be issued | 1,020,930 | |||||||||||||||||||
Say Media, Inc. [Member] | Restricted Stock Awards [Member] | ||||||||||||||||||||
Number of restricted common stock, shares | 2,000,000 | |||||||||||||||||||
Stock option vesting description | The Say Media merger, to remove certain 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. Compensation expense is recognized over the vesting period of the awards. | |||||||||||||||||||
Private Placement [Member] | MDB Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 2.50 | $ 1.15 | ||||||||||||||||||
Warrant to purchase common stock | 60,000 | 119,565 | ||||||||||||||||||
Warrant expiration term | 5 years | |||||||||||||||||||
Private Placement [Member] | MDB Capital Group LLC [Member] | ||||||||||||||||||||
Number of common shares sold | 60,000 | |||||||||||||||||||
Board of Directors [Member] | Restricted Stock Awards [Member] | ||||||||||||||||||||
Number of shares issued during period, shares | 562,500 | 833,333 | ||||||||||||||||||
Investors [Member] | B. Riley Warrants [Member] | ||||||||||||||||||||
Warrant exercise price | $ 1 | |||||||||||||||||||
Warrant to purchase common stock | 875,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Award Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares, Unvested Issued | 675,000 | |
Restricted Stock Awards [Member] | ||
Number of Shares, Restricted stock awards outstanding, Unvested at beginning | 2,391,665 | 6,309,874 |
Number of Shares, Unvested Issued | 562,500 | 833,333 |
Number of Shares, Unvested Vested | (2,237,500) | (3,926,542) |
Number of Shares, Restricted stock awards subject to repurchase | ||
Number of Shares, Unvested Forfeited | (399,998) | (825,000) |
Number of Shares Restricted stock awards outstanding, Unvested at ending | 316,667 | 2,391,665 |
Number of Shares Common stock options, outstanding at Beginning balance | 14,008,076 | 10,484,046 |
Number of Shares, Issued | ||
Number of Shares, Vested | 2,237,500 | 3,926,542 |
Number of Shares, Restricted stock awards subject to repurchase | (1,064,549) | |
Number of Shares, Forfeited | (746,813) | (402,512) |
Number of Shares Common stock options, outstanding at Ending balance | 14,434,214 | 14,008,076 |
Weighted Average Grant-Fair Value Date, Beginning balance | $ 0.56 | $ 0.50 |
Weighted Average Grant-Fair Value Date, Issued | 0.18 | 0.48 |
Weighted Average Grant-Fair Value Date, Vested | ||
Weighted Average Grant-Fair Value Date, Forfeited | ||
Weighted Average Grant-Fair Value Date, Ending balance | $ 0.42 | $ 0.56 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares, Exercisable at end of year | 2,882,055 | |
Common Stock Financing Warrant [Member] | ||
Number of Shares, outstanding, at beginning of year | 2,882,055 | 3,949,018 |
Number of Shares, Exercised | (1,066,963) | |
Number of Shares, outstanding at end of year | 2,882,055 | 2,882,055 |
Number of Shares, Exercisable at end of year | 2,882,055 | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 0.80 | $ 0.64 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, outstanding, at end of year | 0.60 | $ 0.80 |
Weighted Average Exercise Price, Exercisable at end of year | $ 0.60 | |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 3 years 11 months 12 days | 4 years 9 months 22 days |
Weighted Average Remaining Contractual Life, Outstanding at end of year | 2 years 11 months 8 days | 3 years 11 months 12 days |
Weighted Average Remaining Contractual Life, Exercisable at end of year | 2 years 11 months 8 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2020$ / 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 |
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 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 18, 2020 | Apr. 03, 2020 | Aug. 31, 2018 | Mar. 28, 2018 |
Grant date fair value of stock options granted | 117,000 | ||||||
Intrinsic value of stock option | $ 185,413 | ||||||
Exercise price of stock option | $ 0.60 | ||||||
Number of shares authorized | 1,000,000,000 | 1,000,000,000 | 100,000,000 | ||||
Number of Shares Common stock options, Granted | 675,000 | ||||||
ABG Warrants [Member] | Sports Illustrated Licensing Agreement [Member] | |||||||
Intrinsic value of stock option | $ 197,909 | ||||||
Fair market value of stock option | $ 0.60 | $ 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 | ||||||
2016 Stock Incentive Plan [Member] | |||||||
Number of Shares Common stock options, Granted | 234,000 | ||||||
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 | $ 1,416,000 | ||||||
Aggregate grant date fair value for the common equity awards granted during the period | $ 11,180,642 | $ 30,864,185 | |||||
Fair market value of stock option | $ 0.60 | ||||||
Number of Shares Common stock options, Granted | 25,393,768 | 68,180,863 | |||||
2019 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Number of shares authorized | 85,000,000 | ||||||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |||||||
Intrinsic value of stock option | $ 401,583 | ||||||
Fair market value of stock option | $ 0.60 | ||||||
Number of Shares Common stock options, Granted | 1,500,000 | ||||||
Publisher Partner Warrant [Member] | |||||||
Intrinsic value of stock option | |||||||
Fair market value of stock option | $ 0.60 | ||||||
Warrant to purchase common stock | 2,000,000 | ||||||
Warrant expiration term | 5 years | ||||||
Incremental compensation cost | $ 27,754 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
2016 Stock Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Risk-free interest rate | 0.45% | |
Expected dividend yield | 0.00% | |
Expected volatility | 71.00% | |
Expected life | 6 years | |
2016 Stock Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Risk-free interest rate | 0.45% | |
Expected dividend yield | 0.00% | |
Expected volatility | 132.00% | |
Expected life | 6 years | |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | ||
Risk-free interest rate, minimum | 0.20% | 1.51% |
Risk-free interest rate, maximum | 0.79% | 2.59% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 61.00% | 69.00% |
Expected volatility, maximum | 91.00% | 95.00% |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | Minimum [Member] | ||
Expected life | 3 years | 3 years |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | Maximum [Member] | ||
Expected life | 6 years 8 months 12 days | 6 years |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | ||
Risk-free interest rate, minimum | 0.20% | 1.51% |
Risk-free interest rate, maximum | 0.79% | 2.59% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 61.00% | 119.00% |
Expected volatility, maximum | 142.00% | 149.00% |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | Minimum [Member] | ||
Expected life | 3 years | 3 years |
2019 Equity Incentive Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | Maximum [Member] | ||
Expected life | 6 years 8 months 12 days | 6 years |
2019 Equity Incentive Plan [Member] | Monte Carlo Model [Member] | 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 | |
2019 Equity Incentive Plan [Member] | Monte Carlo Model [Member] | No 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 and 2019 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 and 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | Minimum [Member] | ||
Expected life | 3 years | |
Stock Options Outside 2016 Plan and 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | Up-List [Member] | Maximum [Member] | ||
Expected life | 5 years 9 months 18 days | |
Stock Options Outside 2016 Plan and 2019 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 and 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | Minimum [Member] | ||
Expected life | 3 years | |
Stock Options Outside 2016 Plan and 2019 Plan [Member] | Black-Scholes Option Pricing Model [Member] | No Up-List [Member] | Maximum [Member] | ||
Expected life | 5 years 9 months 18 days | |
ABG Warrants [Member] | Monte Carlo Model [Member] | Up-List [Member] | ||
Risk-free interest rate, minimum | 2.00% | |
Risk-free interest rate, maximum | 2.10% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 51.00% | |
Expected volatility, maximum | 52.00% | |
ABG Warrants [Member] | Monte Carlo Model [Member] | Up-List [Member] | Minimum [Member] | ||
Expected life | 6 years | |
ABG Warrants [Member] | Monte Carlo Model [Member] | Up-List [Member] | Maximum [Member] | ||
Expected life | 7 years 3 months 19 days | |
ABG Warrants [Member] | Monte Carlo Model [Member] | No Up-List [Member] | ||
Risk-free interest rate, minimum | 2.00% | |
Risk-free interest rate, maximum | 2.10% | |
Expected dividend yield | 0.00% | |
Expected volatility, minimum | 121.00% | |
Expected volatility, maximum | 123.00% | |
ABG Warrants [Member] | Monte Carlo Model [Member] | No Up-List [Member] | Minimum [Member] | ||
Expected life | 6 years 2 months 12 days | |
ABG Warrants [Member] | Monte Carlo Model [Member] | No Up-List [Member] | Maximum [Member] | ||
Expected life | 7 years 3 months 19 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares, Granted | 675,000 | |
2016 Stock Incentive Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | 8,064,561 | 9,405,541 |
Number of Shares, Granted | 234,000 | |
Number of Shares, Exercised | (6,944) | (25,000) |
Number of Shares, Forfeited | (601,179) | (1,197,776) |
Number of Shares, Expired | (788,101) | (118,204) |
Number of Shares Common stock options, outstanding at Ending balance | 6,902,337 | 8,064,561 |
Number of Shares Common stock options, exercisable at Ending balance | 6,027,418 | |
Number of Shares Common stock options, not vested at Ending balance | 874,919 | |
Number of Shares Common stock options, available for future grants at Ending balance | 3,097,663 | |
Weighted Average Exercise Price, outstanding at Beginning balance | $ 0.62 | $ 0.61 |
Weighted Average Exercise Price, Granted | 0.90 | |
Weighted Average Exercise Price, Exercised | 0.56 | 0.17 |
Weighted Average Exercise Price, Forfeited | 1.09 | 0.73 |
Weighted Average Exercise Price, Expired | 0.53 | 1.09 |
Weighted Average Exercise Price, outstanding at Ending balance | 0.86 | $ 0.62 |
Weighted Average Exercise Price, exercisable at Ending balance | $ 0.90 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 8 years 4 months 2 days | 9 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 7 years 6 months | 8 years 4 months 2 days |
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 7 years 5 months 20 days | |
2019 Equity Incentive Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | 65,013,645 | |
Number of Shares, Granted | 25,393,768 | 68,180,863 |
Number of Shares, Forfeited | (8,342,377) | (3,167,218) |
Number of Shares, Expired | (2,722) | |
Number of Shares Common stock options, outstanding at Ending balance | 82,062,314 | 65,013,645 |
Number of Shares Common stock options, exercisable at Ending balance | 13,608,686 | |
Number of Shares Common stock options, not vested at Ending balance | 68,453,628 | |
Number of Shares Common stock options, available for future grants at Ending balance | 2,937,686 | |
Weighted Average Exercise Price, outstanding at Beginning balance | $ 0.53 | |
Weighted Average Exercise Price, Granted | 0.71 | 0.53 |
Weighted Average Exercise Price, Forfeited | 0.61 | 0.53 |
Weighted Average Exercise Price, Expired | 0.56 | |
Weighted Average Exercise Price, outstanding at Ending balance | 0.58 | $ 0.53 |
Weighted Average Exercise Price, exercisable at Ending balance | $ 0.54 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 9 years 5 months 5 days | 0 years |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 8 years 7 months 24 days | 9 years 5 months 5 days |
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 8 years 5 months 27 days | |
Stock Options Outside 2016 Plan and 2019 Plan [Member] | ||
Number of Shares Common stock options, outstanding at Beginning balance | 3,724,667 | 2,414,000 |
Number of Shares, Granted | 1,500,000 | |
Number of Shares, Exercised | (2,000) | |
Number of Shares, Forfeited | (195,333) | (180,000) |
Number of Shares, Expired | (477,334) | (7,333) |
Number of Shares Common stock options, outstanding at Ending balance | 3,052,000 | 3,724,667 |
Number of Shares Common stock options, exercisable at Ending balance | 2,376,333 | |
Number of Shares Common stock options, not vested at Ending balance | 675,667 | |
Weighted Average Exercise Price, outstanding at Beginning balance | $ 0.21 | $ 0.36 |
Weighted Average Exercise Price, Granted | 0.57 | |
Weighted Average Exercise Price, Exercised | 0.35 | |
Weighted Average Exercise Price, Forfeited | 0.46 | 0.35 |
Weighted Average Exercise Price, Expired | 0.39 | 0.35 |
Weighted Average Exercise Price, outstanding at Ending balance | 0.46 | $ 0.21 |
Weighted Average Exercise Price, exercisable at Ending balance | $ 0.43 | |
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance | 9 years 15 days | 9 years 11 months 8 days |
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance | 8 years 26 days | 9 years 15 days |
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance | 6 years 2 months 12 days |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Exercise Prices of Common Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
2016 Stock Incentive Plan [Member] | |||
Number of Shares, Outstanding | 6,902,337 | 8,064,561 | 9,405,541 |
Number of Shares, Exercisable | 6,027,418 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range One [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 4,825,750 | ||
Number of Shares, Exercisable | 3,982,816 | ||
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 | 780,751 | ||
Number of Shares, Exercisable | 779,843 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Three [Member] | |||
Exercise price lower range | $ 1.51 | ||
Exercise price upper range | $ 1.75 | ||
Number of Shares, Outstanding | 250,000 | ||
Number of Shares, Exercisable | 229,479 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Four [Member] | |||
Exercise price lower range | $ 1.76 | ||
Exercise price upper range | $ 2 | ||
Number of Shares, Outstanding | 924,169 | ||
Number of Shares, Exercisable | 913,613 | ||
2016 Stock Incentive Plan [Member] | Exercise Price Range Five [Member] | |||
Exercise price lower range | $ 2.01 | ||
Exercise price upper range | $ 2.25 | ||
Number of Shares, Outstanding | 121,667 | ||
Number of Shares, Exercisable | 121,667 | ||
2019 Equity Incentive Plan [Member] | |||
Number of Shares, Outstanding | 82,062,314 | 65,013,645 | |
Number of Shares, Exercisable | 13,608,686 | ||
2019 Equity Incentive Plan [Member] | Exercise Price Range One [Member] | |||
Number of Shares, Outstanding | 250,000 | ||
Number of Shares, Exercisable | 250,000 | ||
2019 Equity Incentive Plan [Member] | Exercise Price Range Two [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 81,812,314 | ||
Number of Shares, Exercisable | 13,358,686 | ||
Stock Options Outside 2016 Plan and 2019 Plan [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 3,052,000 | 3,724,667 | 2,414,000 |
Number of Shares, Exercisable | 2,376,333 | ||
Publisher Partner Warrant [Member] | |||
Number of Shares, Outstanding | 789,541 | ||
Number of Shares, Exercisable | 463,041 | ||
Publisher Partner Warrant [Member] | Exercise Price Range One [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price upper range | $ 1 | ||
Number of Shares, Outstanding | 40,000 | ||
Number of Shares, Exercisable | 40,000 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Two [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price lower range | $ 1.01 | ||
Exercise price upper range | $ 1.25 | ||
Number of Shares, Outstanding | 465,419 | ||
Number of Shares, Exercisable | 275,419 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Three [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price lower range | $ 1.26 | ||
Exercise price upper range | $ 1.50 | ||
Number of Shares, Outstanding | 68,277 | ||
Number of Shares, Exercisable | 68,277 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Four [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price lower range | $ 1.51 | ||
Exercise price upper range | $ 1.75 | ||
Number of Shares, Outstanding | 110,318 | ||
Number of Shares, Exercisable | 27,818 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Five [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price lower range | $ 1.76 | ||
Exercise price upper range | $ 2 | ||
Number of Shares, Outstanding | 104,449 | ||
Number of Shares, Exercisable | 50,449 | ||
Publisher Partner Warrant [Member] | Exercise Price Range Six [Member] | Black-Scholes Option Pricing Model [Member] | |||
Exercise price lower range | $ 2.01 | ||
Exercise price upper range | $ 2.25 | ||
Number of Shares, Outstanding | 1,078 | ||
Number of Shares, Exercisable | 1,078 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares, Exercisable at end of year | 2,882,055 | |
Publisher Partner Warrant [Member] | ||
Number of Shares, outstanding, at beginning of year | 939,541 | 1,017,140 |
Number of Shares, Forfeited | (150,000) | (77,599) |
Number of Shares, outstanding at end of year | 789,541 | 939,541 |
Number of Shares, Exercisable at end of year | 463,041 | |
Number of Shares, not vested at end of year | 326,500 | |
Number of Shares, Available for future grants at end of year | 1,210,459 | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 1.46 | $ 1.47 |
Weighted Average Exercise Price, Forfeited | 1.62 | |
Weighted Average Exercise Price, outstanding, at end of year | 1.34 | $ 1.46 |
Weighted Average Exercise Price, Exercisable at end of year | $ 1.31 | |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 2 years 6 months 25 days | 3 years 3 months 4 days |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 1 year 6 months | 2 years 6 months 25 days |
Weighted Average Remaining Contractual Life, Exercisable | 1 year 6 months 7 days | |
ABG Warrants [Member] | ||
Number of Shares, unvested outstanding, at beginning of year | 21,989,844 | |
Number of Shares, unvested issued | 21,989,844 | |
Number of Shares, unvested vested | (2,198,985) | |
Number of Shares, unvested outstanding, at end of year | 19,790,859 | 21,989,844 |
Number of Shares, vested outstanding, at beginning of year | ||
Number of Shares, vested issued | ||
Number of Shares, vested | 2,198,985 | |
Number of Shares, vested outstanding, at end of year | 2,198,985 | |
Weighted Average Exercise Price, outstanding, at beginning of year | $ 0.63 | |
Weighted Average Exercise Price, Issued | 0.63 | |
Weighted Average Exercise Price, Forfeited | 0.63 | |
Weighted Average Exercise Price, outstanding, at end of year | $ 0.63 | $ 0.63 |
Weighted Average Remaining Contractual Life, Outstanding at beginning of year | 9 years 5 months 16 days | |
Weighted Average Remaining Contractual Life, Outstanding at ending of year | 8 years 5 months 16 days | 9 years 5 months 16 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - $ / shares | Dec. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Shares, Vested, Granted | 1,064,549 | 1,064,549 | |
Restricted Stock Units [Member] | |||
Number of Shares, Unvested, outstanding, at beginning of year | 2,399,997 | ||
Number of Shares, Unvested, Granted | 2,399,997 | ||
Number of Shares, Unvested, Forfeited | (2,399,997) | ||
Number of Shares, Unvested, outstanding at end of year | 2,399,997 | ||
Number of Shares, Vested, outstanding, at beginning of year | |||
Number of Shares, Vested, Granted | |||
Number of Shares, Vested, Forfeited | |||
Number of Shares, Vested, outstanding at end of year | |||
Weighted Average Exercise Price, outstanding, at beginning of year | $ 0.45 | ||
Weighted Average Exercise Price, Granted | 0.45 | ||
Weighted Average Exercise Price, outstanding, at end of year | $ 0.45 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of revenue | $ 103,063,445 | $ 47,301,175 |
Selling and marketing | 43,589,239 | 12,789,056 |
General and administrative | 36,007,238 | 29,511,204 |
Total stock-based compensation | 14,641,181 | 10,364,787 |
Stock-based Compensation [Member] | ||
Cost of revenue | 4,339,916 | 993,752 |
Selling and marketing | 4,328,225 | 832,460 |
General and administrative | 5,973,040 | 8,538,575 |
Total costs charged to operations | 14,641,181 | 10,364,787 |
Capitalized platform development | 1,608,995 | 1,307,390 |
Total stock-based compensation | 16,250,176 | 11,672,177 |
Stock-based Compensation [Member] | Publisher Partner Warrant [Member] | ||
Cost of revenue | 36,673 | 50,828 |
Selling and marketing | ||
General and administrative | ||
Total costs charged to operations | 36,673 | 50,828 |
Capitalized platform development | ||
Total stock-based compensation | 36,673 | 50,828 |
Stock-based Compensation [Member] | ABG Warrants [Member] | ||
Cost of revenue | ||
Selling and marketing | ||
General and administrative | 1,449,074 | 795,803 |
Total costs charged to operations | 1,449,074 | 795,803 |
Capitalized platform development | ||
Total stock-based compensation | 1,449,074 | 795,803 |
Restricted Stock Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 163,181 | 122,192 |
Selling and marketing | 1,486,722 | 34,393 |
General and administrative | 317,982 | 2,541,468 |
Total costs charged to operations | 1,967,885 | 2,698,053 |
Capitalized platform development | 361,519 | 535,004 |
Total stock-based compensation | 2,329,404 | 3,233,057 |
Common Stock Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 156,043 | 44,520 |
Selling and marketing | 114,640 | 100,388 |
General and administrative | 615,604 | 1,660,607 |
Total costs charged to operations | 886,287 | 1,805,515 |
Capitalized platform development | 178,284 | 175,837 |
Total stock-based compensation | 1,064,571 | 1,981,352 |
Common Equity Awards [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 3,975,625 | 774,632 |
Selling and marketing | 2,454,432 | 455,280 |
General and administrative | 3,439,803 | 3,383,338 |
Total costs charged to operations | 9,869,860 | 4,613,250 |
Capitalized platform development | 1,062,792 | 590,618 |
Total stock-based compensation | 10,932,652 | 5,203,868 |
Outside Options [Member] | Stock-based Compensation [Member] | ||
Cost of revenue | 8,394 | 1,580 |
Selling and marketing | 272,431 | 242,399 |
General and administrative | 150,577 | 157,359 |
Total costs charged to operations | 431,402 | 401,338 |
Capitalized platform development | 6,400 | 5,931 |
Total stock-based compensation | $ 437,802 | $ 407,269 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Unrecognized compensation expense | $ 23,825,717 |
Weighted average period expected to be recognized (in years) | 1 year 10 months 28 days |
Publisher Partner Warrant [Member] | |
Unrecognized compensation expense | |
Weighted average period expected to be recognized (in years) | 0 years |
ABG Warrants [Member] | |
Unrecognized compensation expense | $ 3,214,102 |
Weighted average period expected to be recognized (in years) | 2 years 4 months 17 days |
Restricted Stock Awards [Member] | |
Unrecognized compensation expense | $ 81,620 |
Weighted average period expected to be recognized (in years) | 11 months 12 days |
Common Stock Awards [Member] | |
Unrecognized compensation expense | $ 371,932 |
Weighted average period expected to be recognized (in years) | 8 months 2 days |
Common Equity Awards [Member] | |
Unrecognized compensation expense | $ 19,874,675 |
Weighted average period expected to be recognized (in years) | 1 year 10 months 14 days |
Outside Options [Member] | |
Unrecognized compensation expense | $ 283,388 |
Weighted average period expected to be recognized (in years) | 1 year 2 months 5 days |
Liquidated Damages - Schedule o
Liquidated Damages - Schedule of Recognized Liquidated Damages (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Registration Rights Damages | $ 3,764,956 | $ 3,127,756 |
Public Information Failure Damages | 4,655,445 | 3,936,645 |
Accrued interest | 1,147,690 | 1,016,113 |
Series I Preferred Stock [Member] | ||
Registration Rights Damages | 1,386,000 | 1,108,800 |
Public Information Failure Damages | 1,386,000 | 1,039,500 |
Accrued interest | 332,185 | 262,193 |
Series J Preferred Stock [Member] | ||
Registration Rights Damages | 1,200,000 | 840,000 |
Public Information Failure Damages | 1,200,000 | 840,000 |
Accrued interest | 200,022 | 140,015 |
Registration Rights Agreements and Securities Purchase [Member] | ||
Registration Rights Damages | 637,200 | 138,600 |
Public Information Failure Damages | 718,800 | 171,546 |
Accrued interest | 131,577 | 418,370 |
Totals | 1,487,577 | 728,516 |
Registration Rights Agreements and Securities Purchase [Member] | Series I Preferred Stock [Member] | ||
Registration Rights Damages | 277,200 | 138,600 |
Public Information Failure Damages | 346,500 | 69,300 |
Accrued interest | 69,992 | 262,193 |
Totals | 693,692 | 470,093 |
Registration Rights Agreements and Securities Purchase [Member] | Series J Preferred Stock [Member] | ||
Registration Rights Damages | 360,000 | |
Public Information Failure Damages | 360,000 | |
Accrued interest | 60,007 | 140,015 |
Totals | 780,007 | 140,015 |
Registration Rights Agreements and Securities Purchase [Member] | 12% Convertible Debentures [Member] | ||
Registration Rights Damages | ||
Public Information Failure Damages | 12,300 | 102,246 |
Accrued interest | 1,578 | 16,162 |
Totals | $ 13,878 | $ 118,408 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax rate | 21.00% | 21.00% |
Income tax description | U.S. federal tax purposes of $60.67 million do not expire (limited to 80% of taxable income in a given year) and $70.50 million will expire, if not utilized, through 2037 in various amounts. | |
Net operating losses expiration amount | $ 7,050,000 | |
Income tax likelihood percentage | The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | |
Federal [Member] | ||
Operating loss carryforward | $ 131,170,000 | $ 75,000,000 |
State [Member] | ||
Operating loss carryforward | 100,610,000 | 59,660,000 |
Local [Member] | ||
Operating loss carryforward | 31,150,000 | $ 22,660,000 |
U.S Federal Tax [Member] | ||
Operating loss carryforward | $ 60,670,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current tax benefit: Federal | ||
Current tax benefit: State and local | ||
Total current tax benefit | ||
Deferred tax benefit: Federal | 20,677,960 | 9,802,070 |
Deferred tax benefit: State and local | 5,279,879 | 3,053,709 |
Change in valuation allowance | (26,168,671) | 6,685,348 |
Total deferred tax (provision) benefit | (210,832) | 19,541,127 |
Total income tax (provision) benefit | $ (210,832) | $ 19,541,127 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 35,535,941 | $ 20,998,172 |
Tax credit carryforwards | 263,873 | 263,873 |
Allowance for doubtful accounts | 458,506 | 450,116 |
Accrued expenses and other | 677,909 | 64,494 |
Liquidated damages | 1,549,313 | 1,078,235 |
Unearned revenue | 2,356,111 | |
Stock-based compensation | 2,158,080 | 1,055,083 |
Operating lease liability | 691,228 | 223,596 |
Depreciation and amortization | 4,341,983 | 3,921,952 |
Deferred tax assets | 48,032,944 | 28,055,521 |
Valuation allowance | (29,653,417) | (3,484,746) |
Total deferred tax assets | 18,379,527 | 24,570,775 |
Prepaid expenses | (144,704) | (148,051) |
Unearned revenue | (67,295) | |
Acquisition-related intangibles | (18,445,655) | (24,355,429) |
Total deferred tax liabilities | (18,590,359) | (24,570,775) |
Net deferred tax liabilities | $ 210,832 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Benefit and Effective Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit expected at statutory rate | $ (18,694,437) | $ (12,188,924) |
State and local taxes, net of federal benefit | (5,279,879) | (3,053,709) |
Stock-based compensation | 1,768,735 | 1,591,202 |
Unearned revenue | (5,120,330) | (1,969,056) |
Interest expense | 1,173,535 | 1,015,199 |
Other differences, net | 152,294 | 199,643 |
Valuation allowance | 26,168,671 | (6,685,348) |
Other permanent differences | 42,243 | 1,549,866 |
Tax benefit and effective income tax rate | $ 210,832 | $ (19,541,127) |
Federal benefit expected at statutory rate, percentage | 21.00% | 21.00% |
State and local taxes, net of federal benefit, percentage | 5.90% | 5.30% |
Stock based compensation, percentage | (2.00%) | (2.70%) |
Unearned revenue, percentage | 5.80% | 3.40% |
Effective income tax rate reconciliation, Interest expense, percentage | (1.30%) | (1.70%) |
Other differences, net, percentage | (0.20%) | (0.40%) |
Valuation allowance, percentage | (29.40%) | 11.50% |
Other permanent differences, percentage | 0.00% | (2.70%) |
Tax benefit and effective income tax rate, percentage | (0.20%) | 33.70% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 15, 2020 | Oct. 31, 2020 | Oct. 23, 2020 | Oct. 05, 2020 | Sep. 04, 2020 | Aug. 26, 2020 | Aug. 20, 2020 | Apr. 21, 2020 | Mar. 24, 2020 | Oct. 07, 2019 | Aug. 27, 2019 | Aug. 07, 2019 | Aug. 07, 2019 | Jun. 28, 2019 | Jun. 14, 2019 | Jun. 10, 2019 | Apr. 08, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Jan. 02, 2019 | Dec. 12, 2018 | Aug. 10, 2018 | Nov. 11, 2020 | Nov. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 18, 2020 |
Legal fees | $ 323,137 | $ 202,382 | ||||||||||||||||||||||||||
Success fees | $ (3,400,000) | $ (3,400,000) | ||||||||||||||||||||||||||
Preferred stock stated value | $ 0.01 | |||||||||||||||||||||||||||
Convertible shares | 250,000 | 795,000 | 4,240,000 | 39,671,297 | ||||||||||||||||||||||||
Conversion price | $ 0.33 | $ 0.40 | $ 0.33 | |||||||||||||||||||||||||
Debt face amount | $ 83,616,590 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 100,000 | $ 318,000 | $ 1,696,000 | $ 13,091,528 | ||||||||||||||||||||||||
Accrued interest | 1,147,690 | $ 1,016,113 | ||||||||||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||||||||||
Stock price | $ 4 | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 16,802 | |||||||||||||||||||||||||||
Proceeds from repurchase of restricted stock | $ 67,207 | |||||||||||||||||||||||||||
Ms. Rinku Sen [Member] | ||||||||||||||||||||||||||||
Proceeds from related parties | 12,050 | 39,650 | ||||||||||||||||||||||||||
Mr. Josh Jacobs [Member] | ||||||||||||||||||||||||||||
Proceeds from related parties | 120,000 | |||||||||||||||||||||||||||
William Sornsin [Member] | ||||||||||||||||||||||||||||
Service fees | $ 10,000 | |||||||||||||||||||||||||||
Officers [Member] | ||||||||||||||||||||||||||||
Note payable | $ 319,351 | |||||||||||||||||||||||||||
Federal rate, percentage | 2.18% | 2.38% | ||||||||||||||||||||||||||
Accrued interest | $ 12,574 | |||||||||||||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 73,858 | |||||||||||||||||||||||||||
Number of shares issued during period, shares | 231,000 | |||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 23,100,000 | $ 23,100,000 | ||||||||||||||||||||||||||
Stock issued during period, value | 23,100,000 | |||||||||||||||||||||||||||
Accrued interest | $ 332,185 | 262,193 | ||||||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||
Number of shares issued during period, shares | 108 | |||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 19,399,250 | $ 113,000 | ||||||||||||||||||||||||||
Stock issued during period, value | 130,896 | |||||||||||||||||||||||||||
Accrued interest | 481,017 | 481,017 | ||||||||||||||||||||||||||
Series H Preferred Stock [Member] | James Heckman [Member] | ||||||||||||||||||||||||||||
Number of shares issued during period, shares | 389 | |||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||
Note payable | $ 389,000 | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 389 | |||||||||||||||||||||||||||
Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.40 | $ 0.70 | ||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 20,000,000 | 6,000,000 | 15,000,000 | |||||||||||||||||||||||||
Accrued interest | 200,022 | 140,015 | ||||||||||||||||||||||||||
Series K Preferred Stock [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 120,000 | |||||||||||||||||||||||||||
Number of shares issued during period, shares | 18,042 | |||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||
Conversion price | $ 0.40 | 0.40 | ||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | $ 18,042,000 | $ 14,675,000 | ||||||||||||||||||||||||||
Stock issued during period, value | 18,042,000 | |||||||||||||||||||||||||||
Shares issued price, per share | $ 0.61 | |||||||||||||||||||||||||||
Series K Preferred Stock [Member] | B. Riley [Member] | ||||||||||||||||||||||||||||
Debt amount | $ 3,367,000 | |||||||||||||||||||||||||||
Debt principal amount | 3,295,506 | |||||||||||||||||||||||||||
Debt interest | 71,494 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 1,386,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.50 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||
Convertible shares | 6,825,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.33 | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,253 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,730,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series J Preferred Stock [Member] | B. Riley [Member] | ||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,250 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series J Preferred Stock [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 10,500 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 6,000,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series K Convertible Preferred Stock [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||||
Preferred stock stated value | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||
Convertible shares | 45,105,000 | |||||||||||||||||||||||||||
Conversion price | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 18,042 | |||||||||||||||||||||||||||
Proceeds from convertible debt | $ 18,042,090 | |||||||||||||||||||||||||||
Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Conversion price | $ 0.70 | |||||||||||||||||||||||||||
Security Purchase Agreement [Member] | John A. Fichthorn [Member] | ||||||||||||||||||||||||||||
Number of shares issued during period, shares | 100 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Consulting Agreement [Member] | James Heckman [Member] | ||||||||||||||||||||||||||||
Monthly fee | $ 29,167 | |||||||||||||||||||||||||||
Consulting Agreement [Member] | James Heckman [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Monthly fee | $ 35,417 | |||||||||||||||||||||||||||
Separation Agreement [Member] | Benjamin Joldersma [Member] | ||||||||||||||||||||||||||||
Stock issued during period, issued for services | $ 111,000 | |||||||||||||||||||||||||||
12% Senior Secured Note [Member] | ||||||||||||||||||||||||||||
Debt face amount | $ 20,000,000 | |||||||||||||||||||||||||||
Maturity date | Jul. 31, 2019 | |||||||||||||||||||||||||||
Note payable | $ 2,365,000 | |||||||||||||||||||||||||||
12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 17,382 | |||||||||||||||||||||||||||
Debt face amount | 71,000,000 | 71,000,000 | ||||||||||||||||||||||||||
Accrued interest | 7,457,388 | 1,082,642 | ||||||||||||||||||||||||||
12% Amended Senior Secured Notes [Member] | Series K Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt interest | $ 146,067 | $ 146,067 | ||||||||||||||||||||||||||
Term Note [Member] | ||||||||||||||||||||||||||||
Debt amount | $ 3,367,000 | |||||||||||||||||||||||||||
Term Note [Member] | Second Amended and Restated Note Purchase Agreement [Member] | B. Riley [Member] | ||||||||||||||||||||||||||||
Legal fees | 793,109 | |||||||||||||||||||||||||||
Stock issued during period, value | 3,400,000 | |||||||||||||||||||||||||||
Debt face amount | $ 12,000,000 | |||||||||||||||||||||||||||
Maturity date | Mar. 31, 2021 | |||||||||||||||||||||||||||
Note payable | $ 6,913,865 | |||||||||||||||||||||||||||
Proceeds from notes | 6,000,000 | |||||||||||||||||||||||||||
Term Note [Member] | Second Amended and Restated Note Purchase Agreement [Member] | B. Riley [Member] | Maximum [Member] | ||||||||||||||||||||||||||||
Debt face amount | $ 8,000,000 | |||||||||||||||||||||||||||
B. Riley Financial, Inc [Member] | 12% Senior Secured Note [Member] | ||||||||||||||||||||||||||||
Proceeds from secured note payable | 1,000,000 | |||||||||||||||||||||||||||
Legal fees | $ 135,000 | |||||||||||||||||||||||||||
B. Riley Financial, Inc [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||
Payments issuance for private placement | $ 2,400,000 | |||||||||||||||||||||||||||
Success fees | $ 3,500,000 | |||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | Securities Purchase Agreement [Member] | Ross Levinsohns [Member] | ||||||||||||||||||||||||||||
Number of shares issued during period, shares | 500 | |||||||||||||||||||||||||||
Stock issued during period, value | $ 500,000 | |||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Number of shares issued during period, shares | 5,000 | |||||||||||||||||||||||||||
B. Riley FBR, Inc [Member] | 12% Amended Senior Secured Notes [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 150,000 | |||||||||||||||||||||||||||
B. Riley Capital Management [Member] | ||||||||||||||||||||||||||||
Ownership percentage | 10.00% | |||||||||||||||||||||||||||
Strome Alpha Fund, L.P [Member] | Securities Purchase Agreement [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||
Ownership percentage | 10.00% | |||||||||||||||||||||||||||
180 Degree Capital Corp [Member] | Securities Purchase Agreement [Member] | Series J Preferred Stock [Member] | ||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,250 | |||||||||||||||||||||||||||
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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 128,032,397 | $ 53,343,310 |
Liquidation damage percentage | 1.00% | |
Publisher Partner Guarantees [Member] | ||
Revenue | $ 9,391,135 | $ 7,111,248 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Liquidating Damages (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Registration Rights Damages | $ 3,764,956 | $ 3,127,756 |
Public Information Failure Damages | 4,655,445 | 3,936,645 |
Accrued interest | 1,147,690 | 1,016,113 |
Series H Preferred Stock [Member] | ||
Registration Rights Damages | 1,163,955 | 1,163,955 |
Public Information Failure Damages | 1,163,955 | 1,163,955 |
Accrued interest | 481,017 | 481,017 |
Series J Preferred Stock [Member] | ||
Registration Rights Damages | 1,200,000 | 840,000 |
Public Information Failure Damages | 1,200,000 | 840,000 |
Accrued interest | 200,022 | $ 140,015 |
Contingent Obligations [Member] | ||
Registration Rights Damages | 360,000 | |
Public Information Failure Damages | 1,450,374 | |
Accrued interest | 10,407 | |
Totals | 1,820,781 | |
Contingent Obligations [Member] | Series H Preferred Stock [Member] | ||
Registration Rights Damages | ||
Public Information Failure Damages | 7,854 | |
Accrued interest | 153 | |
Totals | 8,007 | |
Contingent Obligations [Member] | Series J Preferred Stock [Member] | ||
Registration Rights Damages | 360,000 | |
Public Information Failure Damages | 360,000 | |
Accrued interest | 7,437 | |
Totals | 727,437 | |
Contingent Obligations [Member] | Series K Preferred Stock [Member] | ||
Registration Rights Damages | ||
Public Information Failure Damages | 1,082,520 | |
Accrued interest | 2,817 | |
Totals | $ 1,085,337 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 22, 2021 | Jun. 04, 2021 | Jun. 03, 2021 | Jun. 02, 2021 | May 25, 2021 | May 20, 2021 | May 19, 2021 | May 04, 2021 | Feb. 18, 2021 | Jan. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 |
Number of Shares Common stock options, Granted | 675,000 | ||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | ||||||||||
Principal amount of debt | $ 83,616,590 | ||||||||||||
Accrued interest | $ 1,016,113 | $ 1,147,690 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Number of shares issued during period, shares | 4,600,000 | ||||||||||||
Debt interest rate | 15.00% | ||||||||||||
Principal amount of debt | $ 3,500,000 | ||||||||||||
Payment of in-kind interest | $ 1,100,000 | ||||||||||||
Subsequent Event [Member] | College Spun Media Incorporated [Member] | |||||||||||||
Aggregate cash | $ 11,000,000 | ||||||||||||
Restricted shares of common stock | 4,285,714 | ||||||||||||
Cash payment | $ 10,800,000 | ||||||||||||
Additional cash payment | 800,000 | ||||||||||||
Subsequent Event [Member] | 12% Amended Senior Secured Notes [Member] | |||||||||||||
Number of shares issued during period, shares | 60,100,000 | ||||||||||||
Debt interest rate | 10.00% | ||||||||||||
Debt description | Pursuant to Amendment 2: (i) the interest rate on the 12% Second Amended Senior Secured Notes decreased from a rate of 12% per annum to a rate of 10% per annum; (ii) the interest rate on the Term Note decreased from a rate of 15% per annum to a rate of 10% per annum; and (iii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions; provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the Company's common stock issued pursuant to the securities purchase agreement (as further described below under the heading Common Stock) during the 90-day period commencing on May 20, 2021. | ||||||||||||
Principal amount of debt | $ 48,800,000 | ||||||||||||
Payment of in-kind interest | 10,800,000 | ||||||||||||
Accrued interest | $ 500,000 | ||||||||||||
Subsequent Event [Member] | PPP Loan [Member] | |||||||||||||
Debt forgiveness | $ 5,702,725 | ||||||||||||
Subsequent Event [Member] | Series L Preferred Stock [Member] | |||||||||||||
Share issued price per share | $ 0.01 | ||||||||||||
Preferred stock voting rights | 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company's common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company's common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company's common stock. | ||||||||||||
Subsequent Event [Member] | Series L Preferred Stock [Member] | Purchase Agreements [Member] | |||||||||||||
Share issued price per share | $ 4 | ||||||||||||
Subsequent Event [Member] | Several Accredited Investors [Member] | Private Placement [Member] | |||||||||||||
Sale of stock, shares | 7,142,857 | 21,435,718 | 21,435,718 | ||||||||||
Sale of stock price per share | $ 0.70 | $ 0.70 | $ 0.70 | ||||||||||
Proceeds from sale of stock | $ 5,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||||
Subsequent Event [Member] | First Anniversary [Member] | College Spun Media Incorporated [Member] | |||||||||||||
Cash payment | 500,000 | ||||||||||||
Subsequent Event [Member] | Second Anniversary [Member] | College Spun Media Incorporated [Member] | |||||||||||||
Cash payment | $ 500,000 | ||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Common Stock Options and Restricted Stock Units [Member] | |||||||||||||
Number of Shares Common stock options, Granted | 83,590,165 | ||||||||||||
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 | 83,565,415 | ||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Stock Options [Member] | |||||||||||||
Number of Shares Common stock options, Granted | 11,158,049 | ||||||||||||
Subsequent Event [Member] | 2019 Equity Incentive Plan [Member] | Restricted Stock Units [Member] | |||||||||||||
Number of Shares Common stock options, Granted | 26,048,781 | ||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | |||||||||||||
Number of Shares Common stock options, Granted | 11,158,049 | ||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Minimum [Member] | |||||||||||||
Number of shares issued during period, shares | 85,000,000 | ||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Maximum [Member] | |||||||||||||
Number of shares issued during period, shares | 185,000,000 | ||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||||
Number of shares issued during period, shares | 26,200,000 | ||||||||||||
Subsequent Event [Member] | 2019 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Number of restricted common stock issued | 26,048,781 | ||||||||||||
Subsequent Event [Member] | 2016 Plan [Member] | Mr. Heckman [Member] | |||||||||||||
Number of vesting options | 2,000,000 |