0001493152-23-041192 | 10-Q | XBRL Viewer

^[1]

$ 259

$ 328

$ 922

$ 891

Sublease income

(55)

(164)

Total

204

273

758

^[2]

727

^[2]

Cost of Revenue [Member]

Selling and Marketing Expense [Member]

General and Administrative Expense [Member]

$ 259

$ 328

$ 922

$ 891

[1]	Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2023 of $155 and $465, respectively, and month-to-month lease arrangements for the three and nine months ended September 30, 2023 of $95 and $266, respectively.
[2]	Operating lease costs is presented net of sublease income that is not material.

Line of Credit

9 Months Ended

Sep. 30, 2023

Line of Credit

7. Line of Credit

SLR Line of Credit – On December 15, 2022, the Company entered into an amendment to its financing and security agreement for its line of credit with SLR Digital Finance LLC (formerly FPP Finance LLC) (“SLR” or the “amended line of credit”), as further amended on August 31, 2023 in connection with the Business Combination (see Note 20) (the “SLR Amendment”) pursuant to which the SLR Amendment provided for an extension of the maturity date, additional event of default provisions in connection with the Business Combination, payment of certain fees in connection with the Business Combination, additional borrowings under the 2023 Notes pursuant to the First Amendment (see Note 11 and Note 18), and issuance of Series L preferred stock in connection with the Business Combination, all of which are more fully described herein and collectively the amended line of credit and SLR Amendment are referred to as the “line of credit”. The line of credit provides for (i) $40,000 maximum amount of advances available (subject to certain limits and eighty-five (85%) of eligible accounts receivable), (ii) an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available) (as of September 30, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the termination of the agreement, (v) a payment of a success fee if the Business Combination is consummated, of 0.3% or 0.6% of the maximum line amount if the Business Combination closes on or before December 31, 2023 or after December 31, 2023, respectively, or $0 if the transaction closes after the deal deadline, and (vi) a maturity date of December 31, 2025. The SLR Amendment also provided that an event of default will occur thereunder if the Business Combination is not consummated by March 31, 2024 (or June 30, 2024 if the lenders under the Note Purchase Agreement (see Note 18) agree to extend the deadline for consummation of the Business Combination to March 31, 2024 or thereafter). The SLR Amendment also permitted the Company to enter into the 2023 Notes in an aggregate of $8,000 and permits the issuance of the Series L preferred stock for $25,000 in connection with the Business Combination. The line of credit is for working capital purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets.

In connection with the SLR Amendment and amended line of credit, the Company incurred debt costs of $200 of $441, respectively, with the SLR Amendment debt cost plus the unamortized debt cost at the time of the SLR Amendment being amortized over the life of the extended maturity date of line of credit. The unamortized balance, as of September 30, 2023, reflected in prepayment and other current assets of $216 and other long-term assets of $254. As of December 31, 2022, the unamortized balance was reflected in prepayments and other current assets of $216 and other long-term assets of $216. As of September 30, 2023, the effective interest rate on the line of credit was 13.7%. As of September 30, 2023 and December 31, 2022, the balance outstanding under the line of credit was $17,303 and $14,092, respectively, as reflected on the condensed consolidated balance sheets.

Information for the three and nine months ended September 30, 2023 and 2022 with respect to interest expense related to the line of credit is provided under the heading Interest Expense in Note 12.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Long Term Debt

The following table summarizes the term debt:

Schedule of Long Term Debt

	As of September 30, 2023 (unaudited)							As of December 31, 2022
		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Senior Secured Notes, effective interest rate of 11.4% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration	$	62,691	$	(228	)	$	62,463	$	62,691	$	(904	)	$	61,787
Senior Secured Notes, effective interest rate of 11.4% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration	$	62,691	$	(228	)	$	62,463	$	62,691	$	(904	)	$	61,787
Delayed Draw Term Notes, effective interest rate of 12.5% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration		4,000		(26	)		3,974		4,000		(103	)		3,897
2022 Bridge Notes, effective interest rate of 10.2% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration		36,000		(95	)		35,905		-		-			-
Total	$	102,691	$	(349	)	$	102,342	$	66,691	$	(1,007	)	$	65,684

Summary of Interest Expense

The following table represents interest expense:

Summary of Interest Expense

	2023			2022		2023			2022
	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Amortization of debt costs:
Line of credit	$	54		$	-	$	161		$	-
2022 Bridge Notes		161			-		1,200			-
Senior Secured Notes		228			228		676			803
Delayed Draw Term Notes		26			52		77			412
2023 Notes		64			-		64			-
Total amortization of debt costs		533			280		2,178			1,215
Noncash and accrued interest:
Parade		-			-		-			86
Other accrued interest		152			-		754			-
Total noncash and accrued interest		152			-		754			86
Cash paid interest:
Line of credit		598			372		1,345			814
2022 Bridge Notes		1,317			-		3,763			-
Senior Secured Notes		1,602			1,602		4,754			4,754
Delayed Draw Term Notes		102			254		303			753
2023 Notes		44			-		44			-
Other		32			676		422			888
Total cash paid interest		3,695			2,904		10,631			7,209
Less interest income ⁽¹⁾		(338	)		-		(338	)		-
Total interest expense	$	4,042		$	3,184	$	13,225		$	8,510

⁽¹⁾	During the three and nine months ended September 30, 2023, the Company recorded interest income of $338 related to the refunds received from the employee retention credits.

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Balance Sheet Components (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Balance Sheet Components (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Accounts receivable, net	$ 37,977,000		$ 37,977,000		$ 33,950,000
Subscription acquisition cost current	31,944,000		31,944,000		25,931,000
Acquisition cost long term	9,751,000		9,751,000		14,133,000
Subscription acquisition cost current	31,944,000		31,944,000		25,931,000
Amortization of subscription acquisition costs	9,819,000	$ 9,778,000	29,166,000	$ 28,236,000
Employee retention credits	0		6,868,000
Retention Payable	4,400
Employee retention credits	2,468,000		2,468,000
Depreciation expense	79,000	150,000	276,000	395,000
Impairment charges for property and equipment	0	0	55,000	0
Amortization expense of intangible asset	5,243,000	5,230,000	20,834,000	19,828,000
Indefinite-Lived Intangible Assets [Member]
Property, Plant and Equipment [Line Items]
Amortization expense of intangible asset			16,081,000	15,560,000
Finite-Lived Intangible Assets [Member]
Property, Plant and Equipment [Line Items]
Impairment charges	0	0	0	47,000
Developed Technology [Member]
Property, Plant and Equipment [Line Items]
Amortization expense of intangible asset	596,000	902,000	2,130,000	2,831,000
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Amortization of subscription acquisition costs			24,296,000
Amortization expense of intangible asset	1,595,000	1,511,000	4,753,000	4,268,000
Impairment charges	$ 0	$ 0	$ 64,000	$ 210,000

Goodwill (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Goodwill (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Men's Journal [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition	$ 1,246	$ 17,138

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

9 Months Ended

Sep. 30, 2023

Goodwill

6. Goodwill

The changes in carrying value of goodwill are as follows:


	As of
	September 30, 2023 (unaudited)		December 31, 2022
Carrying value at beginning of year	$	39,344	$	19,619
Goodwill acquired in acquisition of Parade		-		2,587
Goodwill acquired in acquisition of Men’s Journal		1,246		17,138
Goodwill acquired in acquisition of Fexy Studios		1,985		-
Goodwill acquired in acquisition		1,985		-
Carrying value at end of period	$	42,575	$	39,344

In connection with the acquisition of Men’s Journal, the Company received a final valuation report during the quarterly period ended September 30, 2023 from a third-party valuation firm after the preliminary purchase price was determined. After considering the results of the final valuation report, the Company estimated that the purchase consideration increased by $1,246 as a result of an increase in the fair value of the assumed lease obligation with an offset recorded to goodwill.

Schedule of Operating Lease Costs (Details) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

^[1]

$ 259

$ 328

$ 922

$ 891

Business Membership Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

155

465

Month To Month Lease Arrangement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

$ 95

$ 266

[1]

Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2023 of $155 and $465, respectively, and month-to-month lease arrangements for the three and nine months ended September 30, 2023 of $95 and $266, respectively.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss	$ (50,027)	$ (57,161)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	276	395
Amortization of platform development and intangible assets	20,834	19,828
Amortization of debt discounts	2,178	1,215
Noncash and accrued interest	754	86
Loss on impairment of assets	119	466
Change in fair value of contingent consideration	469
Liquidated damages	455	639
Stock-based compensation	16,978	24,777
Deferred income taxes	109	(1,235)
Bad debt expense	217	609
Other		184
Change in operating assets and liabilities net of effect of business combination:
Accounts receivable, net	(4,213)	(1,710)
Subscription acquisition costs	(1,631)	8,100
Royalty fees		11,250
Prepayments and other current assets	(2,465)	2,107
Other long-term assets	(62)	75
Accounts payable	(1,719)	(7,652)
Accrued expenses and other	1,670	(3,390)
Unearned revenue	(146)	(7,382)
Subscription refund liability	(95)	(2,250)
Operating lease liabilities	(171)	(162)
Other long-term liabilities	(5,795)	(3,465)
Net cash used in operating activities	(22,265)	(14,676)
Cash flows from investing activities
Purchases of property and equipment		(444)
Capitalized platform development	(2,967)	(3,990)
Proceeds from sale of equity investment		2,450
Payments for acquisition of business, net of cash acquired	(500)	(10,331)
Net cash used in investing activities	(3,467)	(12,315)
Cash flows from financing activities
Proceeds (repayments) under line of credit, net borrowing	3,211	6,486
Proceeds from common stock registered direct offering	11,500	32,058
Payments of issuance costs from common stock registered direct offering	(167)
Proceeds from common stock public offering, net of offering costs		94
Payments of issuance costs from common stock public offering		(1,568)
Proceeds from bridge notes	5,703
Payments of debt issuance costs	(100)
Payment of deferred cash payments	(75)	(453)
Payment of taxes from common stock withheld	(1,423)	(3,520)
Payment of restricted stock liabilities		(2,152)
Net cash provided by financing activities	18,649	30,945
Net increase (decrease) in cash, cash equivalents, and restricted cash	(7,083)	3,954
Cash, cash equivalents, and restricted cash – beginning of period	14,373	9,851
Cash, cash equivalents, and restricted cash – end of period	7,290	13,805
Cash, cash equivalents, and restricted cash
Cash and cash equivalents	7,290	13,303
Restricted cash		502
Total cash, cash equivalents, and restricted cash	7,290	13,805
Supplemental disclosure of cash flow information
Cash paid for interest	10,835	7,209
Cash paid for income taxes	85
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	785	1,529
Issuance cost of offerings recorded in accrued expenses and other	189
Issuance of common stock in connection with settlement of liquidated damages	499	7,008
Issuance of common stock upon conversion of Series H convertible preferred stock	13,008	511
Issuance of common stock in connection with acquisitions	2,000	3,141
Deferred cash payments recorded in connection with acquisitions	246	949
Assumptions of liabilities in connection with acquisitions	1,246	11,602
Reclassification to liability upon common stock modification	$ 68

Fair Value

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value

10. Fair Value

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The Company accounted for certain common stock issued in connection with the Fexy Studios acquisition that is subject to a put option (which provides for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the common stock trading price on such date is less than the common stock trading price on the day immediately preceding the acquisition date, or $8.10 per share), as a derivative liability, which requires the Company to carry such amounts on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end.

Liabilities measured at fair value on a recurring basis consisted of the following as of September 30, 2023:

Fair Value

Quoted

Prices in

Active Markets

for Identical

Assets

(Level 1)

Significant Other

Observable

Inputs

(Level 2)

Significant Unobservable

Inputs

(Level 3)

Contingent consideration

1,030

Contingent Consideration – The fair value of the contingent consideration is primarily dependent on the common stock trading price on the first anniversary of the closing of Fexy Studios, or January 11, 2024. The estimated fair value was calculated using the Black-Scholes option pricing model using the following inputs: (i) $8.10 exercise price equal to the closing price of the Company’s common stock at the acquisition date; (ii) $4.28 common stock price equal to the trading price of the Company’s common stock as of the reporting date; (iii) 0.25 years for the expected term; (iv) 5.34% annualized risk free rate; (v) 76.00% selected volatility and (vi) 0.00% dividend yield. For the three and nine months ended September 30, 2023, the change in valuation of the contingent consideration of $60 and $469 in expense, respectively, was recognized in other expense on the condensed consolidated statement of operations.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Allowance For Doubtful Accounts

	Nine Months Ended September 30, 2023 (unaudited)			Year Ended December 31, 2022
Allowance for doubtful accounts beginning of year	$	2,236		$	1,578
Additions		217			980
Deductions – write-offs		(1,514	)		(322	)
Allowance for doubtful accounts end of period	$	939		$	2,236

Schedule of Prepayments and Other Current Assets

Prepayments and other current assets – Prepayments and other current assets are summarized as follows:


	As of
	September 30, 2023 (unaudited)		December 31, 2022
Prepaid expenses	$	2,891	$	2,321
Prepaid supplies		1,101		927
Refundable income and franchise taxes		157		957
Unamortized debt costs		216		216
Employee retention credits		2,468		-
Other receivables		73		20
Total prepayments and other current assets	$	6,906	$	4,441

Schedule of Property and Equipment

Property and Equipment – Property and equipment are summarized as follows:

Schedule of Property and Equipment


	As of
	September 30, 2023 (unaudited)			December 31, 2022
Office equipment and computers	$	1,777		$	1,744
Furniture and fixtures		133			240
Gross property and equipment		1,910			1,984
Less accumulated depreciation and amortization		(1,506	)		(1,249	)
Net property and equipment	$	404		$	735

Summary of Platform Development Costs

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs


	As of
	September 30, 2023 (unaudited)			December 31, 2022
Platform development	$	25,017		$	21,493
Less accumulated amortization		(15,752	)		(11,163	)
Net platform development	$	9,265		$	10,330

Summary of Platform Development Cost Activity

A summary of platform development activity for the nine months ended September 30, 2023 is as follows:


Platform development beginning of period	$	21,493
Payroll-based costs capitalized		2,967
Less dispositions		(164	)
Total capitalized costs		24,296
Stock-based compensation		785
Impairments		(64	)
Platform development end of period	$	25,017

Schedule of Intangible Assets Subjects to Amortization

Intangible Assets – Intangible assets subject to amortization consisted of the following:

	As of September 30, 2023 (unaudited)							As of December 31, 2022
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(17,012	)	$	321	$	17,333	$	(14,883	)	$	2,450
Trade name		5,380		(1,490	)		3,890		5,380		(1,180	)		4,200
Brand name		12,774		(2,007	)		10,767		12,115		(908	)		11,207
Subscriber relationships		73,459		(58,028	)		15,431		73,459		(47,146	)		26,313
Advertiser relationships		15,965		(2,583	)		13,382		15,302		(1,368	)		13,934
Database		2,397		(2,066	)		331		2,397		(1,753	)		644
Digital content		355		(266	)		89		355		(133	)		222
Total intangible assets	$	127,663	$	(83,452	)	$	44,211	$	126,341	$	(67,371	)	$	58,970

Balance Sheet Components

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

4. Balance Sheet Components

The components of certain balance sheet amounts are as follows:

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 have been reduced by an allowance for doubtful accounts. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of September 30, 2023 and December 31, 2022 of $37,977 and $33,950, respectively, are presented net of allowance for doubtful accounts. The following table summarizes the allowance for doubtful accounts activity:

	Nine Months Ended September 30, 2023 (unaudited)			Year Ended December 31, 2022
Allowance for doubtful accounts beginning of year	$	2,236		$	1,578
Additions		217			980
Deductions – write-offs		(1,514	)		(322	)
Allowance for doubtful accounts end of period	$	939		$	2,236

Subscription Acquisition Costs – Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company 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. The Company has elected to apply the practical expedient to account for these costs at the portfolio level. The sales commissions paid to third-party agents are amortized as magazines are sent to the subscriber on an issue-by-issue basis. Subscription acquisition costs are included within selling and marketing expenses on the condensed consolidated statements of operations.

The current portion of the subscription acquisition costs as of September 30, 2023 and December 31, 2022 was $31,944 and $25,931, respectively. The noncurrent portion of the subscription acquisition costs as of September 30, 2023 and December 31, 2022 was $9,751 and $14,133, respectively. Subscription acquisition costs as of September 30, 2023 presented as current assets of $31,944 are expected to be amortized over a one-year period, or through September 30, 2024, and presented as long-term assets of $9,751 are expected to be amortized after the one-year period ending September 30, 2024.

Amortization of subscription acquisition costs of $9,819 and $9,778 for the three months ended September 30, 2023 and 2022, respectively, are included in selling and marketing expenses on the condensed consolidated statements of operations. Amortization of subscription acquisition costs of $29,166 and $28,236 for the nine months ended September 30, 2023 and 2022, respectively, are included in selling and marketing expenses on the condensed consolidated statements of operations. No impairment losses have been recognized for subscription acquisition costs for the three and nine months ended September 30, 2023 and 2022.

Prepayments and other current assets – Prepayments and other current assets are summarized as follows:


	As of
	September 30, 2023 (unaudited)		December 31, 2022
Prepaid expenses	$	2,891	$	2,321
Prepaid supplies		1,101		927
Refundable income and franchise taxes		157		957
Unamortized debt costs		216		216
Employee retention credits		2,468		-
Other receivables		73		20
Total prepayments and other current assets	$	6,906	$	4,441

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the Cares Act, the Company is eligible for a refundable employee retention credit subject to certain criteria. The Company determined that it qualifies for the tax credit under the CARES Act. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned and to offset the credit against the related expenditure. For the three and nine months ended September 30, 2023, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $0 and $6,868, respectively, in operating expenses on the condensed consolidated statements of operations with a corresponding receivable included in prepaid expenses and other current assets on the condensed balance sheets for the respective periods. During the three months ended September 30, 2023 the Company received $4,400 in employee retention credits and has a receivable balance remaining of $2,468 as of September 30, 2023.

Property and Equipment – Property and equipment are summarized as follows:

Schedule of Property and Equipment


	As of
	September 30, 2023 (unaudited)			December 31, 2022
Office equipment and computers	$	1,777		$	1,744
Furniture and fixtures		133			240
Gross property and equipment		1,910			1,984
Less accumulated depreciation and amortization		(1,506	)		(1,249	)
Net property and equipment	$	404		$	735

Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was $79 and $150, respectively. Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 was $276 and $395, respectively. Impairment charges for the three and nine months ended September 30, 2023 of $0 and $55, respectively, were recorded for property and equipment on the condensed consolidated statements of operations. No impairment charges for the three and nine months ended September 30, 2022 were recorded for property and equipment.

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs


	As of
	September 30, 2023 (unaudited)			December 31, 2022
Platform development	$	25,017		$	21,493
Less accumulated amortization		(15,752	)		(11,163	)
Net platform development	$	9,265		$	10,330

A summary of platform development activity for the nine months ended September 30, 2023 is as follows:


Platform development beginning of period	$	21,493
Payroll-based costs capitalized		2,967
Less dispositions		(164	)
Total capitalized costs		24,296
Stock-based compensation		785
Impairments		(64	)
Platform development end of period	$	25,017

Amortization expense for the three months ended September 30, 2023 and 2022, was $1,595 and $1,511, respectively. Amortization expense for the nine months ended September 30, 2023 and 2022, was $4,753 and $4,268, respectively. Amortization expense for platform development is included in cost of revenues on the condensed consolidated statements of operations. Impairment charges for the three and nine months ended September 30, 2023 of $0 and $64, respectively, were recorded for platform development on the condensed consolidated statements of operations. Impairment charges for the three and nine months ended September 30, 2022 of $0 and $210, respectively, were recorded for platform development on the condensed consolidated statements of operations.

Intangible Assets – Intangible assets subject to amortization consisted of the following:

	As of September 30, 2023 (unaudited)							As of December 31, 2022
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(17,012	)	$	321	$	17,333	$	(14,883	)	$	2,450
Trade name		5,380		(1,490	)		3,890		5,380		(1,180	)		4,200
Brand name		12,774		(2,007	)		10,767		12,115		(908	)		11,207
Subscriber relationships		73,459		(58,028	)		15,431		73,459		(47,146	)		26,313
Advertiser relationships		15,965		(2,583	)		13,382		15,302		(1,368	)		13,934
Database		2,397		(2,066	)		331		2,397		(1,753	)		644
Digital content		355		(266	)		89		355		(133	)		222
Total intangible assets	$	127,663	$	(83,452	)	$	44,211	$	126,341	$	(67,371	)	$	58,970

Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended September 30, 2023 and 2022 was $5,243 and $5,230, respectively, of which amortization expense for developed technology of $596 and $902, respectively, is included in cost of revenues on the condensed consolidated statements of operations. Amortization expense for the nine months ended September 30, 2023 and 2022 was $16,081 and $15,560, respectively, of which amortization expense for developed technology of $2,130 and $2,831, respectively, is included in cost of revenues on the condensed consolidated statements of operations. No impairment charges for the three and nine months ended September 30, 2023 were recorded for the intangible assets. Impairment charges for the three and nine months ended September 30, 2022 of $0 and $47, respectively, were recorded for the intangible assets on the condensed consolidated statements of operations.

Leases (Details Narrative) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Oct. 01, 2021

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease term

1 year 3 days

Sublease income

$ 55

$ 164

Dedicated cost

$ 204

$ 273

758

^[1]

$ 727

^[1]

Sublease Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Sublease income

288

Business Membership Agreement [Member] | Convene [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Debt term

27 months

Amount payable in monthly installment

$ 620

$ 259

Dedicated cost

500

Business Membership Agreement [Member] | Convene [Member] | Minimum [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Dedicated cost

$ 120

[1]	Operating lease costs is presented net of sublease income that is not material.

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Balance	$ (64,191,000)	$ (33,964,000)	$ (52,146,000)	$ (51,677,000)
Issuance of common stock upon conversion of series H preferred stock	11,508,000			511,000
Issuance of common stock in connection with settlement of Series H convertible preferred stock			13,008,000
Issuance of common stock in connection with settlement of Series H convertible preferred stock, shares
Issuance of common stock in connection with the acquisition of Fexy Studios			2,000,000
Issuance of common stock in connection with the acquisition of Fexy Studios, shares
Issuance of common stock in connection with settlement of liquidated damages			369,000	6,685,000
Issuance of common stock in connection with settlement of liquidated damages, shares
Gain upon issuance of common stock in connection with settlement of liquidated damages			130,000	323,000
Common stock withheld for taxes			(1,423,000)
Issuance of common stock in connection with registered direct offering			11,144,000
Issuance of common stock in connection with registered direct offering, shares
Reclassification to liability upon modification of common stock option			(68,000)
Issuance of common stock for exercise		94,000
Issuance of common stock for exercise, shares
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units		(2,964,000)		(3,520,000)
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares
Issuance of stock in connection with the acquisition of Athlon				3,141,000
Issuance of stock in connection with the acquisition of Athlon, shares
Issuance of stock in connection with the merger of Say Media
Issuance of common stock in connection with the acquisition of SayMedia merger, shaes
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock for restricted stock units in connection with an acquisition, shares
Issuance of common stock in connection with professional services				184,000
Issuance of common stock in connection with professional services, shares
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares
Issuance of common stock in connection with public offering				30,490,000
Issuance of common stock in connection with public offering, shares
Issuance of common stock in connection with the exercise of stock options				94,000
Issuance of common stock in connection with the exercise of stock options, shares
Issuance of common stock for restricted stock units
Issuance of common stock in connection with acquisition
Stock-based compensation	4,599,000	8,715,000	17,763,000	26,306,000
Net loss	(11,166,000)	(16,505,000)	(50,027,000)	(57,161,000)
Balance	(59,250,000)	(44,624,000)	(59,250,000)	(44,624,000)
Common Stock [Member]
Balance	$ 219,000	$ 178,000	$ 182,000	$ 126,000
Balance, shares	22,014,927	17,830,154	18,303,193	12,635,591
Issuance of common stock upon conversion of series H preferred stock	$ 18,000			$ 1,000
Issuance of common stock upon conversion of series H preferred stock, shares	1,774,128			70,380
Issuance of common stock in connection with settlement of Series H convertible preferred stock			$ 20,000
Issuance of common stock in connection with settlement of Series H convertible preferred stock, shares			1,981,128
Issuance of common stock in connection with the acquisition of Fexy Studios			$ 3,000
Issuance of common stock in connection with the acquisition of Fexy Studios, shares			274,692
Issuance of common stock in connection with settlement of liquidated damages				$ 5,000
Issuance of common stock in connection with settlement of liquidated damages, shares			47,252	505,655
Gain upon issuance of common stock in connection with settlement of liquidated damages
Common stock withheld for taxes			$ (2,000)
Common stock withheld for taxes, shares			(202,382)
Issuance of common stock in connection with registered direct offering			$ 30,000
Issuance of common stock in connection with registered direct offering, shares			2,963,918
Reclassification to liability upon modification of common stock option
Issuance of common stock for exercise
Issuance of common stock for exercise, shares		38,152		20
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units		$ (1,000)		$ (2,000)
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares		(257,775)		(324,798)
Issuance of stock in connection with the acquisition of Athlon				$ 3,000
Issuance of stock in connection with the acquisition of Athlon, shares				314,103
Issuance of stock in connection with the merger of Say Media
Issuance of common stock in connection with the acquisition of SayMedia merger, shaes				7,851
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock for restricted stock units in connection with an acquisition, shares				16,760
Issuance of common stock in connection with professional services
Issuance of common stock in connection with professional services, shares				14,617
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares				(26,214)
Issuance of common stock in connection with public offering				$ 42,000
Issuance of common stock in connection with public offering, shares				4,181,603
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with the exercise of stock options, shares			795	38,152
Issuance of common stock for restricted stock units		$ 5,000	$ 4,000	$ 7,000
Issuance of common stock for restricted stock units, shares	5,442	541,719	425,901	718,530
Issuance of common stock in connection with acquisition
Issuance of common stock in connection with acquisition, shares	28,979		28,979
Stock-based compensation
Net loss
Balance	$ 237,000	$ 182,000	$ 237,000	$ 182,000
Balance, shares	23,823,476	18,152,250	23,823,476	18,152,250
Common Stock To Be Issued [Member]
Balance
Balance, shares	41,283	41,283	41,283	49,134
Issuance of common stock upon conversion of series H preferred stock
Issuance of common stock in connection with settlement of Series H convertible preferred stock
Issuance of common stock in connection with settlement of Series H convertible preferred stock, shares
Issuance of common stock in connection with the acquisition of Fexy Studios
Issuance of common stock in connection with the acquisition of Fexy Studios, shares
Issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock in connection with settlement of liquidated damages, shares
Gain upon issuance of common stock in connection with settlement of liquidated damages
Common stock withheld for taxes
Issuance of common stock in connection with registered direct offering
Issuance of common stock in connection with registered direct offering, shares
Reclassification to liability upon modification of common stock option
Issuance of common stock for exercise
Issuance of common stock for exercise, shares
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares
Issuance of stock in connection with the acquisition of Athlon
Issuance of stock in connection with the acquisition of Athlon, shares
Issuance of stock in connection with the merger of Say Media
Issuance of common stock in connection with the acquisition of SayMedia merger, shaes				(7,851)
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock for restricted stock units in connection with an acquisition, shares
Issuance of common stock in connection with professional services
Issuance of common stock in connection with professional services, shares
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares
Issuance of common stock in connection with public offering
Issuance of common stock in connection with public offering, shares
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with the exercise of stock options, shares
Issuance of common stock for restricted stock units
Issuance of common stock in connection with acquisition
Issuance of common stock in connection with acquisition, shares	(28,979)		(28,979)
Stock-based compensation
Net loss
Balance
Balance, shares	12,304	41,283	12,304	41,283
Additional Paid-in Capital [Member]
Balance	$ 297,522,000	$ 258,727,000	$ 270,743,000	$ 200,410,000
Issuance of common stock upon conversion of series H preferred stock	11,490,000			510,000
Issuance of common stock in connection with settlement of Series H convertible preferred stock			12,988,000
Issuance of common stock in connection with settlement of Series H convertible preferred stock, shares
Issuance of common stock in connection with the acquisition of Fexy Studios			1,997,000
Issuance of common stock in connection with the acquisition of Fexy Studios, shares
Issuance of common stock in connection with settlement of liquidated damages			369,000	6,680,000
Issuance of common stock in connection with settlement of liquidated damages, shares
Gain upon issuance of common stock in connection with settlement of liquidated damages			130,000	323,000
Common stock withheld for taxes			(1,421,000)
Issuance of common stock in connection with registered direct offering			11,114,000
Issuance of common stock in connection with registered direct offering, shares
Reclassification to liability upon modification of common stock option			(68,000)
Issuance of common stock for exercise		94,000
Issuance of common stock for exercise, shares
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units		(2,963,000)		(3,518,000)
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares
Issuance of stock in connection with the acquisition of Athlon				3,138,000
Issuance of stock in connection with the acquisition of Athlon, shares
Issuance of stock in connection with the merger of Say Media
Issuance of common stock in connection with the acquisition of SayMedia merger, shaes
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock for restricted stock units in connection with an acquisition, shares
Issuance of common stock in connection with professional services				184,000
Issuance of common stock in connection with professional services, shares
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares
Issuance of common stock in connection with public offering				30,448,000
Issuance of common stock in connection with public offering, shares
Issuance of common stock in connection with the exercise of stock options				94,000
Issuance of common stock in connection with the exercise of stock options, shares
Issuance of common stock for restricted stock units		(5,000)	(4,000)	(7,000)
Issuance of common stock in connection with acquisition
Stock-based compensation	4,599,000	8,715,000	17,763,000	26,306,000
Net loss
Balance	313,611,000	264,568,000	313,611,000	264,568,000
Retained Earnings [Member]
Balance	(361,932,000)	(292,869,000)	(323,071,000)	(252,213,000)
Issuance of common stock upon conversion of series H preferred stock
Issuance of common stock in connection with settlement of Series H convertible preferred stock
Issuance of common stock in connection with settlement of Series H convertible preferred stock, shares
Issuance of common stock in connection with the acquisition of Fexy Studios
Issuance of common stock in connection with the acquisition of Fexy Studios, shares
Issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock in connection with settlement of liquidated damages, shares
Gain upon issuance of common stock in connection with settlement of liquidated damages
Common stock withheld for taxes
Issuance of common stock in connection with registered direct offering
Issuance of common stock in connection with registered direct offering, shares
Reclassification to liability upon modification of common stock option
Issuance of common stock for exercise
Issuance of common stock for exercise, shares
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units
Common stock withheld for taxes upon issuance of underlying shares for restricted stock units, shares
Issuance of stock in connection with the acquisition of Athlon
Issuance of stock in connection with the acquisition of Athlon, shares
Issuance of stock in connection with the merger of Say Media
Issuance of common stock in connection with the acquisition of SayMedia merger, shaes
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock for restricted stock units in connection with an acquisition, shares
Issuance of common stock in connection with professional services
Issuance of common stock in connection with professional services, shares
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares
Issuance of common stock in connection with public offering
Issuance of common stock in connection with public offering, shares
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with the exercise of stock options, shares
Issuance of common stock for restricted stock units
Issuance of common stock in connection with acquisition
Stock-based compensation
Net loss	(11,166,000)	(16,505,000)	(50,027,000)	(57,161,000)
Balance	$ (373,098,000)	$ (309,374,000)	$ (373,098,000)	$ (309,374,000)

Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total short-term contract liabilities	$ 63,757	$ 58,703
Total long-term contract liabilities	14,532	19,701
Digital Revenue [Member]
Disaggregation of Revenue [Line Items]
Total short-term contract liabilities	18,452	18,571
Total long-term contract liabilities	738	1,118
Print Revenue [Member]
Disaggregation of Revenue [Line Items]
Total short-term contract liabilities	45,305	40,132
Total long-term contract liabilities	$ 13,794	$ 18,583

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

The income tax provision (benefit) effective tax rate for the nine months ended September 30, 2023 and 2022 was 0.33% and (2.06%), respectively. The deferred income taxes for the nine months ended September 30, 2023 and 2022 was primarily due to deferred tax liabilities on indefinite lived intangible assets.

The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against most of the deferred tax assets as of September 30, 2023 and 2022.

As of September 30, 2023 and 2022, the Company has no uncertain tax positions or interest and penalties accrued.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies

Schedule of Composition of Purchase Price (Details) - Athlon Holdings, Inc. [Member] $ in Thousands	Apr. 01, 2022 USD ($)
Business Acquisition [Line Items]
Cash	$ 12,085
Common stock	3,141
Deferred cash payments, as discounted	628
Total purchase consideration	$ 15,854

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company changed its legal name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.

The condensed consolidated financial statements as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2022, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation, increasing interest rates, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel, supply chain disruptions and the remaining effects of the COVID-19 pandemic. Given that certain of the Company’s sports businesses rely on sporting events to generate content and comprise a material portion of the Company’s revenues, the Company’s cash flows and results of operations could be negatively impacted by a significant downturn in economic activity, or general spending on sporting events or a general limitation of societal activity, due to market conditions, economic uncertainty or recession.

The Company operates in one reportable segment.

Reverse Stock Split

On February 8, 2022, the Company’s board of directors (the “Board”) approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of common stock that was effective February 8, 2022. The Company’s common stock began trading on the NYSE American on February 9, 2022. At the effective time, every twenty-two shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the number of authorized shares. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number.

Going Concern

The Company’s condensed 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. The Company’s condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

For the nine months ended September 30, 2023, the Company incurred a net loss of $50,027. For the nine months ended September 30, 2023 and year ended December 31, 2022, the Company had cash on hand of $7,290 and $13,871 and a working capital deficit of $68,332 and $137,669, respectively. The Company’s net loss and working capital deficit 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. Furthermore, while the Company has executed an amendment to extend the maturity of its 2022 Bridge Notes of $36,000, Senior Secured Notes of $62,691, Delayed Draw Term Notes of $4,000 and to extend additional borrowings on its 2023 Notes of $6,000 (each as described in Note 11 and Note 12), totaling $108,691, if the Business Combination (as further described under the heading Business Combination in Note 20) is not completed by December 31, 2023 it would represent an event of default under the related debt agreements in which case the Company may not be able to meet its obligations when due.

As a result, management determined there is substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date, unless they are able to close the Business Combination by December 31, 2023 or extend the date at which such a default would occur.

The Company plans to consummate the Business Combination to alleviate the conditions that raise substantial doubt about its ability to continue as a going concern, however, there can be no assurance that the Company will be able to consummate the Business Combination.

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in aggregate. These changes did not impact previously reported loss from operations or net loss.

Recently Adopted Accounting Standards

In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, addressing areas identified by the FASB as part of its post-implementation review of its previously issued credit losses standard (ASU 2016-13) that introduced the current expected credit losses (CECL) model. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan refinancings and restructurings made with borrowers experiencing financial difficulty. This update requires an entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. As the Company has already adopted ASU 2016-13, the new guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s condensed consolidated financial statements.

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 are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus 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 are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances 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.

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 loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.


	As of September 30,
	2023		2022
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		2,008,728
Financing warrants		39,774		116,118
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		5,629
Restricted stock awards		-		97,402
Restricted stock units		845,903		1,488,345
Common stock options		5,744,890		6,228,853
Total		7,654,171		10,958,879

Fair Value (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Instruments

Liabilities measured at fair value on a recurring basis consisted of the following as of September 30, 2023:

Fair Value

Quoted

Prices in

Active Markets

for Identical

Assets

(Level 1)

Significant Other

Observable

Inputs

(Level 2)

Significant Unobservable

Inputs

(Level 3)

Contingent consideration

1,030

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,654,171	10,958,879
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,582	8,582
Series H Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		2,008,728
Financing Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	39,774	116,118
ABG Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	999,540	999,540
AllHipHop Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,682	5,682
Publisher Partner Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,800	5,629
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		97,402
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	845,903	1,488,345
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,744,890	6,228,853

Liquidated Damages Payable

9 Months Ended

Sep. 30, 2023

Liquidated Damages Payable

Liquidated Damages Payable

9. Liquidated Damages Payable

Liquidated damages were recorded 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 SEC within the requisite time frame (the “Public Information Failure Damages”).

Obligations with respect to the liquidated damages payable are summarized as follows:

Summary of Liquidated Damages

	As of September 30, 2023 (unaudited)
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		681		1,925
Convertible debentures		-		704		343		1,047
Series J convertible preferred stock		932		932		692		2,556
Series K convertible preferred stock		263		226		261		750
Total	$	1,828	$	2,488	$	1,977	$	6,293

	As of December 31, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		570		1,814
Convertible debentures		-		704		280		984
Series J convertible preferred stock		932		932		525		2,389
Series K convertible preferred stock		437		478		220		1,135
Total	$	2,002	$	2,740	$	1,595	$	6,337

(1)	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

As of September 30, 2023 and December 31, 2022, the short-term liquidated damages payable were $6,293 and $5,843, respectively, and the long-term liquidated damages payable were, $0 and $494, respectively. The long-term portion was converted into shares of the Company’s common stock, as further described below. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of September 30, 2023, or $6,293, until paid. There is no scheduled date when the unpaid liquidated damages become due. The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6% of the aggregate amount invested.

On February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages, pursuant to which the Company agreed to the issue 47,252 shares of its common stock at a price equal to $10.56 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investor in lieu of an aggregate of $499 owed in liquidated damages as of the conversion date. On February 10, 2023 and April 10, 2023, the Company issued 35,486 and 11,766 shares of its common stock, respectively, in satisfaction of the liquidated damages. The Company prepared and filed a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. During the nine months ended September 30, 2023, the Company recorded $369 ($45 on April 10, 2023 and $324 on February 10, 2023) in connection with the issuance of shares of the Company’s common stock and a gain of $130 ($84 on April 10, 2023 and $46 on February 10, 2023) on the settlement of the liquidated damages, totaling $499, which was recorded in additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.

Schedule of Long Term Debt (Details) (Parenthetical)		9 Months Ended	12 Months Ended
Schedule of Long Term Debt (Details) (Parenthetical)	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2023	Mar. 31, 2023
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	12.50%	12.50%	12.50%
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	10.20%	10.20%	10.20%
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	11.40%	11.40%	11.40%
Maturity date		Dec. 31, 2026	Dec. 31, 2026
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Maturity date		Dec. 31, 2026	Dec. 31, 2026
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage		12.00%		12.00%	12.00%
Maturity date	Dec. 31, 2026	Dec. 31, 2026	Dec. 31, 2026

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 1,910	$ 1,984
Less accumulated depreciation and amortization	(1,506)	(1,249)
Net property and equipment	404	735
Office Equipment and Computers [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,777	1,744
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 133	$ 240

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax provision effective tax rate	0.33%	2.06%
Income tax penalties and interest accrued	$ 0	$ 0

Summary of Preliminary Assets Purchase Price Allocation (Details) - Teneology Inc [Member] - Fexy Studios [Member] $ in Thousands	Jan. 11, 2023 USD ($)
Asset Acquisition [Line Items]
Net assets acquired	$ 3,307
Advertiser Relationships [Member]
Asset Acquisition [Line Items]
Net assets acquired	663
Brand Names [Member]
Asset Acquisition [Line Items]
Net assets acquired	659
Goodwill [Member]
Asset Acquisition [Line Items]
Net assets acquired	$ 1,985

Schedule of Unrecognized Compensation Expense (Details) - Stock Based Compensation [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 12,972
Weighted average period expected to be recognized (in years)	2 years 10 months 2 days
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 5,123
Weighted average period expected to be recognized (in years)	1 year 2 months 8 days
Common Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 7,592
Weighted average period expected to be recognized (in years)	1 year 2 months 8 days
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 257
Weighted average period expected to be recognized (in years)	5 months 15 days

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Recently Adopted Accounting Standards

Commitments and Contingencies (Details Narrative) - ABG-SI, LLC [Member] - Minimum [Member]	9 Months Ended
	Sep. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Royalty expense	$ 15,000
Royalty expiration date	Dec. 31, 2029

Subsequent Events (Details Narrative) - USD ($) $ in Thousands				3 Months Ended	9 Months Ended
	Nov. 09, 2023	Nov. 05, 2023	Oct. 01, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsequent Event [Line Items]
Issuance of common stock in connection with public offering					$ 30,490
Issuance of common stock in connection with public offering, shares
Common Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock in connection with public offering					$ 42
Issuance of common stock in connection with public offering, shares					4,181,603
2022 Bridge Notes [Member]
Subsequent Event [Line Items]
Interest rate, stated percentage				10.20%		10.20%
Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of common stock in connection with public offering		$ 20,000
Issuance of common stock in connection with public offering, shares		60,000
Percentage of commitment fee		1.50%
Options granted			8,295
Subsequent Event [Member] \| Bridge Media Networks LLC [Member]
Subsequent Event [Line Items]
Cash		$ 50,000
Advertising expense	$ 60,000
Subsequent Event [Member] \| Bridge Media Networks LLC [Member] \| Five Year [Member]
Subsequent Event [Line Items]
Advertising expense	$ 12,000
Subsequent Event [Member] \| Bridge Media Networks LLC [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Cash		25,000
Subsequent Event [Member] \| Bridge Media Networks LLC [Member] \| Series L Preferred Stock [Member]
Subsequent Event [Line Items]
Cash		$ 25,000
Percentage of non cash		10.00%
Subsequent Event [Member] \| Bridge Media Networks LLC [Member] \| 2022 Bridge Notes [Member]
Subsequent Event [Line Items]
Pay down amount		$ 20,000
Subsequent Event [Member] \| Bridge Media Networks LLC [Member] \| 2023 Notes [Member]
Subsequent Event [Line Items]
Pay down amount		$ 6,000
Maturity period term		3 years
Interest rate, stated percentage		10.00%

Bridge Notes (Details Narrative) - USD ($) $ in Thousands					9 Months Ended		12 Months Ended
Bridge Notes (Details Narrative) - USD ($) $ in Thousands	Sep. 29, 2023	Aug. 31, 2023	Dec. 31, 2022	Dec. 15, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Net proceeds					$ 5,703
Balance outstanding			$ 66,691		102,691		$ 66,691
2023 Notes [Member]
Short-Term Debt [Line Items]
Balance outstanding		$ 5,000
Other Borrowings		3,000
[custom:AggregatePrincipalMinimumAmount]	$ 1,000	$ 1,000
Net proceeds	5,703
Amortized debt cost	$ 297
Debt instrument, interest rate, effective percentage		10.00%
Net proceeds from business combination					$ 6,000
Bridge Notes [Member]
Short-Term Debt [Line Items]
Debt instrument, interest rate, effective percentage					24.80%
Debt maturity term					Dec. 31, 2023
Prepayment fees on advances, net					$ 6,000
Principal amount prepay due					100.00%
Balance outstanding					$ 5,767
Investment owned, balance, principal amount					6,000
Debt instrument, unamortized discount, current					$ 233
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Balance outstanding			$ 34,805	$ 36,000			$ 34,805
Debt instrument, interest rate, effective percentage				10.00%
Debt maturity term			Dec. 31, 2026		Dec. 31, 2026		Dec. 31, 2026
Balance outstanding					$ 36,000
Net proceeds from issuance of debt				$ 34,728
Debt issuance costs				1,272
Principal amount of debt					$ 20,000		36,000
Unamortized debt costs			$ 1,195				$ 1,195
Two ThousandT wenty Two Notes [Member]
Short-Term Debt [Line Items]
Amortized debt cost				$ 100

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company operates in one reportable segment.

Reverse Stock Split

Reverse Stock Split

Going Concern

Going Concern

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Recently Adopted Accounting Standards

Loss per Common Share

Loss per Common Share


	As of September 30,
	2023		2022
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		2,008,728
Financing warrants		39,774		116,118
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		5,629
Restricted stock awards		-		97,402
Restricted stock units		845,903		1,488,345
Common stock options		5,744,890		6,228,853
Total		7,654,171		10,958,879

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Amortization cost of platform development and developed technology	$ 2,191	$ 2,413	$ 6,883	$ 7,099

Schedule of Supplemental Proforma Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Net income	$ (11,166)	$ (16,505)	$ (50,027)	$ (57,161)
Total supplemental pro forma revenue		66,706		195,934
Total supplemental pro forma net loss		(16,188)		(58,885)
Parade [Member]
Business Acquisition [Line Items]
Revenue		13,373		30,801
Net income		81		2,521
Total supplemental pro forma revenue		13,373		46,710
Total supplemental pro forma net loss		81		1,945
Arena [Member]
Business Acquisition [Line Items]
Total supplemental pro forma revenue		53,333		149,224
Total supplemental pro forma net loss		(16,586)		(59,106)
Adjustments [Member]
Business Acquisition [Line Items]
Total supplemental pro forma net loss		$ 317		$ (1,724)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Goodwill and Intangible Assets Disclosure [Abstract]

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 7,290	$ 13,871
Restricted cash		502
Accounts receivable, net	37,977	33,950
Subscription acquisition costs, current portion	31,944	25,931
Prepayments and other current assets	6,906	4,441
Total current assets	84,117	78,695
Property and equipment, net	404	735
Operating lease right-of-use assets	229	372
Platform development, net	9,265	10,330
Subscription acquisition costs, net of current portion	9,751	14,133
Acquired and other intangible assets, net	44,211	58,970
Other long-term assets	1,041	1,140
Goodwill	42,575	39,344
Total assets	191,593	203,719
Current liabilities:
Accounts payable	11,333	12,863
Accrued expenses and other	25,765	23,102
Line of credit	17,303	14,092
Unearned revenue	63,757	58,703
Subscription refund liability	750	845
Operating lease liability	471	427
Contingent consideration	1,030
Liquidated damages payable	6,293	5,843
Bridge notes	5,767	34,805
Term debt	19,980	65,684
Total current liabilities	152,449	216,364
Unearned revenue, net of current portion	14,532	19,701
Operating lease liability, net of current portion		358
Liquidated damages payable, net of current portion		494
Other long-term liabilities	758	5,307
Deferred tax liabilities	574	465
Term debt	82,362
Total liabilities	250,675	242,689
Commitments and contingencies (Note 19)
Mezzanine equity:
Total mezzanine equity	168	13,176
Stockholders’ deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 23,823,476 and 18,303,193 shares at September 30, 2023 and December 31, 2022, respectively	237	182
Common stock to be issued
Additional paid-in capital	313,611	270,743
Accumulated deficit	(373,098)	(323,071)
Total stockholders’ deficiency	(59,250)	(52,146)
Total liabilities, mezzanine equity and stockholders’ deficiency	191,593	203,719
Series G Redeemable and Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	168	168
Series H Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity		$ 13,008

Goodwill (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Changes in Carrying Value of Goodwill

The changes in carrying value of goodwill are as follows:


	As of
	September 30, 2023 (unaudited)		December 31, 2022
Carrying value at beginning of year	$	39,344	$	19,619
Goodwill acquired in acquisition of Parade		-		2,587
Goodwill acquired in acquisition of Men’s Journal		1,246		17,138
Goodwill acquired in acquisition of Fexy Studios		1,985		-
Goodwill acquired in acquisition		1,985		-
Carrying value at end of period	$	42,575	$	39,344

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Operating lease costs during the year

Summary of Platform Development Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Platform development	$ 127,663	$ 126,341
Less accumulated amortization	83,452	67,371
Net platform development	44,211	58,970
Platform Development [Member]
Finite-Lived Intangible Assets [Line Items]
Platform development	25,017	21,493
Less accumulated amortization	(15,752)	(11,163)
Net platform development	$ 9,265	$ 10,330

Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Leases

$ 204

$ 273

$ 758

^[1]

$ 727

^[1]

Cash payments included in the measurement of operating lease liabilities during the year

$ 362

$ 351

Weighted-average remaining lease term (in years) as of period-end

1 year 3 days

2 years 3 days

1 year 3 days

2 years 3 days

Weighted-average discount rate during the period

9.90%

[1]	Operating lease costs is presented net of sublease income that is not material.

Line of Credit (Details Narrative) - USD ($) $ in Thousands	Dec. 15, 2022	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized debt cost		$ 216	$ 216
Other Assets, Noncurrent		1,041	1,140
Line of credit, current		17,303	14,092
SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Line of credit		40,000
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Debt cost	$ 200
Unamortized debt cost	$ 441	216	216
Other Assets, Noncurrent		$ 254	216
Line of credit facility, percent		13.70%
Line of credit, current		$ 17,303	$ 14,092
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Line of credit facility interest rate description	an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available) (as of September 30, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the termination of the agreement, (v) a payment of a success fee if the Business Combination is consummated, of 0.3% or 0.6% of the maximum line amount if the Business Combination closes on or before December 31, 2023 or after December 31, 2023, respectively, or $0 if the transaction closes after the deal deadline, and (vi) a maturity date of December 31, 2025.
Debt instrument, maturity date	Dec. 31, 2025
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member] \| Series L Preferred Stock [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 25,000
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member] \| 2023 Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	8,000
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of credit	$ 40,000
Eligible accounts receivable percentage	85.00%

Term Debt (Details Narrative) - USD ($) $ in Thousands					1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Term Debt (Details Narrative) - USD ($) $ in Thousands	Jul. 02, 2023	May 01, 2023	Mar. 01, 2023	Dec. 31, 2022	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2023	Aug. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 15, 2022	Dec. 01, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal maturities of long-term debt				$ 66,691	$ 66,691	$ 102,691		$ 102,691		$ 66,691
Interest payable																	$ 13,852
Long-term debt, current				65,684	65,684	19,980		19,980		65,684
Long-term debt, noncurrent						82,362		82,362								$ 0
Long-term debt, carrying value				65,684	65,684	102,342		102,342		65,684
Due upon the earlier of December 31, 2023						20,000		20,000
Due on December 31, 2026						82,691		82,691
B. Riley [Member]
Debt Instrument [Line Items]
Principal amount of debt												$ 6,000
Paid in cash				204	204	3,065	$ 1,856	9,068	$ 5,507
SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Line of credit						40,000		40,000
Senior Secured Note [Member]
Debt Instrument [Line Items]
Principal maturities of long-term debt				$ 62,691	$ 62,691	$ 62,691		$ 62,691		$ 62,691
Debt instrument interest rate								10.00%
Debt instrument, maturity date								Dec. 31, 2026		Dec. 31, 2026
Debt due rate				11.40%	11.40%	11.40%		11.40%		11.40%
Long-term debt, carrying value				$ 61,787	$ 61,787	$ 62,463		$ 62,463		$ 61,787
Bridge Notes [Member]
Debt Instrument [Line Items]
Principal maturities of long-term debt						$ 5,767		$ 5,767
Debt instrument, maturity date								Dec. 31, 2023
Debt fixed rate						24.80%		24.80%
Bridge Notes [Member] \| SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Principal amount of debt						$ 36,000		$ 36,000
2022 Bridge Notes [Member]
Debt Instrument [Line Items]
Principal maturities of long-term debt						$ 36,000		$ 36,000
Debt instrument, maturity date				Dec. 31, 2026				Dec. 31, 2026		Dec. 31, 2026
Principal amount of debt				$ 34,805	34,805					$ 34,805					$ 36,000
Debt due rate						12.00%		12.00%					12.00%	12.00%
Debt fixed rate															10.00%
Debt interest rate	1.50%	1.50%	1.50%
Paid in cash								$ 20,000		36,000
Repayment of debt								20,000
Long-term debt, carrying value						$ 35,905		$ 35,905
2022 Bridge Notes [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Debt due rate											12.00%
Delayed Draw Term Notes [Member]
Debt Instrument [Line Items]
Debt due rate				12.50%	12.50%	12.50%		12.50%		12.50%
Delayed Draw Term Notes [Member] \| Senior Secured Note [Member]
Debt Instrument [Line Items]
Principal maturities of long-term debt				$ 5,928	$ 5,928					$ 5,928							$ 9,928
Delayed Draw Term Notes [Member]
Debt Instrument [Line Items]
Long-term debt, carrying value						$ 4,000		$ 4,000
Delayed Draw Term Notes [Member] \| Purchase Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date								Dec. 31, 2026
Debt obligations outstanding				$ 4,000	$ 4,000	$ 4,000		$ 4,000		$ 4,000
Debt due rate						10.00%		10.00%

Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Apr. 01, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 42,575	$ 39,344		$ 19,619
Athlon Holdings, Inc. [Member]
Business Acquisition [Line Items]
Cash			$ 2,604
Accounts receivable			10,855
Other current assets			1,337
Equity investment			2,450
Fixed assets			108
Digital content			355
Advertiser relationships			6,202
Trade names			2,261
Goodwill			2,587
Accounts payable			(7,416)
Accrued expenses and other			(2,440)
Unearned revenue			(1,203)
Other long-term liabilities			(543)
Deferred tax liabilities			(1,303)
Net assets acquired			$ 15,854

Discontinued Operations

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

2. Discontinued Operations

The Company, upon Board approval on September 15, 2022, discontinued (i.e., the “discontinued operations”) the Parade print business (“Parade Print”) that was acquired on April 1, 2022 (as part of the Parade acquisition, as further described below in Note 3), on November 13, 2022 (the last date of any obligation to deliver issues of Parade Print).

The table below sets forth the loss from discontinued operations for the period from April 1, 2022 to September 30, 2022:

Schedule of Discontinued Operations


Revenue	$	20,753
Cost of revenue		16,940
Gross profit		3,813
Operating expense:
Selling and marketing		3,504
General and administrative		1,484
Loss on impairment of assets	$	209
Total operating expenses		5,197
Loss from discontinued operations		(1,384	)
Income tax benefit		55
Net loss from discontinued operations	$	(1,329	)

The discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade acquisition. Further information is provided under the heading Supplemental Pro Forma Information in Note 3 and Note 16.

During the three and nine months ended September 30, 2022, the Company recorded depreciation and amortization of $0 and $0, respectively; and operating and investing noncash items of $209 and $209, respectively, as part of the discontinued operations.

Summary of Interest Expense (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Total noncash and accrued interest

$ 533

$ 280

$ 2,178

$ 1,215

152

754

3,695

2,904

10,631

7,209

Less interest income

^[1]

(338)

Total interest expense

4,042

3,184

13,225

8,510

Interest Expense, Debt

^[1]

338

B. Riley [Member]

Less interest income

(338)

Interest Expense, Debt

338

Line of Credit [Member]

161

2022 Bridge Notes [Member]

598

372

1,345

814

161

1,200

Senior Secured Notes [Member]

1,317

3,763

228

676

803

Delayed Draw Term Notes [Member]

1,602

4,754

412

102

254

303

753

2023 Notes [Member]

Parade [Member]

Total noncash and accrued interest

Other Accrued Interest [Member]

Total noncash and accrued interest

152

754

Other [Member]

Discontinued Operations and Disposal Groups [Abstract]

$ 32

$ 676

$ 422

$ 888

[1]	During the three and nine months ended September 30, 2023, the Company recorded interest income of $338 related to the refunds received from the employee retention credits.

Acquisitions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							3 Months Ended		9 Months Ended
	May 01, 2023	Apr. 01, 2023	Mar. 01, 2023	Jan. 11, 2023	Sep. 27, 2022	Apr. 01, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Asset Acquisition [Line Items]
Share value										$ 30,490
Adjustment description								The adjustments for the three months ended September 2022 of $317, represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($216); and (2) to reverse the deferred tax provision related to the acquisition $533. The adjustments for the nine months ended September 2022 of ($1,724), represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($648); (2) to reverse the nonrecurring transaction cost related to the acquisition of $200; and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276)
Common Stock [Member]
Asset Acquisition [Line Items]
Share value										$ 42
Athlon Holdings, Inc. [Member]
Asset Acquisition [Line Items]
Acquired percentage						100.00%
Business combination consideration transferred1						$ 15,854
Acquired cash						1,840
Cash portion in acquisition						12,827
Cash payments paid at closing						11,840
Amount to be paid post-closing						$ 987
Number of shares issued in acquisition						314,103
Fair value of shares issued in acquisition						$ 3,141
Acquisition description						The amount estimated to be paid post-closing of $987 will be or was paid as follows: (i) $742 is expected to be paid upon receipts of certain tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022)
Acquisition description								The Company received a final valuation report from a third-party valuation firm after the preliminary purchase price was adjusted during the quarterly period ended September 30, 2022. After considering the results of the final valuation report, the Company estimated that the purchase consideration decreased by $321. The decrease in the purchase price was related to an increase in identifiable assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting in a decrease in goodwill of $348
Transaction cost						$ 200
Athlon Holdings, Inc. [Member] \| Common Stock [Member]
Asset Acquisition [Line Items]
Stock value assigned						$ 3,000
Advertiser Relationships [Member]
Asset Acquisition [Line Items]
Estimated useful life									15 years
Advertiser Relationships [Member] \| Athlon Holdings, Inc. [Member]
Asset Acquisition [Line Items]
Estimated useful life						8 years 9 months
Brand Names [Member]
Asset Acquisition [Line Items]
Estimated useful life									12 years
Digital Content [Member] \| Athlon Holdings, Inc. [Member]
Asset Acquisition [Line Items]
Estimated useful life						2 years
Trade Names [Member] \| Athlon Holdings, Inc. [Member]
Asset Acquisition [Line Items]
Estimated useful life						14 years 6 months
Teneology Inc [Member]
Asset Acquisition [Line Items]
Deferred cash payments	$ 25	$ 25	$ 25
Teneology Inc [Member] \| Fexy Studios [Member]
Asset Acquisition [Line Items]
Purchase price				$ 3,307
Cash paid for consideration				500
Advance payments of cash				250
Deferred cash payments				75
Deferred cash payment due				$ 200
Number of shares issued for asset acquisition				274,692
Fair value of shares issued				$ 2,000
Share value				$ 2,225
Common stock trading price				$ 7.94
Cash retention pool for employees				$ 300
Asset acquisition transaction cost				$ 99
Buffalo Groupe LLC [Member] \| Intellectual Properties [Member]
Asset Acquisition [Line Items]
Cash paid for consideration					$ 850,000
Buffalo Groupe LLC [Member] \| Intellectual Properties [Member] \| Brand Names [Member]
Asset Acquisition [Line Items]
Estimated useful life					10 years

Leases

9 Months Ended

Sep. 30, 2023

Leases

Leases

5. Leases

The Company’s real estate lease for the use of office space is subleased (as further described below). The Company’s current lease is a long-term operating lease with a remaining fixed payment term of 1.01 years.

The table below presents supplemental information related to operating leases:

	Nine Months Ended September 30,
	2023			2022
Operating lease costs during the period (1)	$	758		$	727
Cash payments included in the measurement of operating lease liabilities during the period	$	362		$	351
Weighted-average remaining lease term (in years) as of period-end		1.01			2.01
Weighted-average discount rate during the period		9.9	%		9.9	%

(1)	Operating lease costs is presented net of sublease income that is not material.

The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating lease costs:
Cost of revenue	$	-		$	-		$	-		$	-
Selling and marketing		-			-			-			-
General and administrative		259			328			922			891
Total operating lease costs (1)		259			328			922			891
Sublease income		(55	)		(55	)		(164	)		(164	)
Total	$	204		$	273		$	758		$	727

(1)

Maturities of the operating lease liability as of September 30, 2023 are summarized as follows:

Years Ending December 31,
2023 (remaining three months of the year)	$	124
2024		373
Minimum lease payments		497
Less imputed interest		(26	)
Present value of operating lease liability	$	471
Current portion of operating lease liability	$	471
Long-term portion of operating lease liability		-
Total operating lease liability	$	471

Sublease Agreement – In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of its operating lease through September 2024. As of September 30, 2023, the Company is entitled to receive sublease income of $288.

Business Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings (the “membership”), referred to as SaksWorks Memberships. This membership provides a certain number of accounts that equate to the use of the space granted. Effective June 1, 2022, the SaksWorks membership agreement was amended and assigned to Convene SW MSA Holdings, LLC (“Convene”). The term of the agreement with Convene is for twenty-seven months from the initial effective date of October 1, 2021 with SaksWorks. The annual membership fee with Convene is $620 ($500 for dedicated area and $120 for minimum membership accounts) payable in equal monthly installments. The agreement also provides for: (1) additional accounts at predetermined pricing; and (2) renewal of the agreement at the end of the term for a twelve-month period at the then-current market price and pricing structure on such renewal date. As of September 30, 2023, the Company had $259 of remaining payments under the agreement with Convene.

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Discontinued Operations

The table below sets forth the loss from discontinued operations for the period from April 1, 2022 to September 30, 2022:

Schedule of Discontinued Operations


Revenue	$	20,753
Cost of revenue		16,940
Gross profit		3,813
Operating expense:
Selling and marketing		3,504
General and administrative		1,484
Loss on impairment of assets	$	209
Total operating expenses		5,197
Loss from discontinued operations		(1,384	)
Income tax benefit		55
Net loss from discontinued operations	$	(1,329	)

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations		$ (646)			$ (1,329)
Parade Print [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue			$ 20,753
Cost of revenue			16,940
Gross profit			3,813
Selling and marketing			3,504
General and administrative			1,484
Loss on impairment of assets			209
Total operating expenses			5,197
Loss from discontinued operations			(1,384)
Income tax benefit			55
Net loss from discontinued operations			$ (1,329)

Bridge Notes

9 Months Ended

Sep. 30, 2023

Schedule of Supplemental Proforma Information

Bridge Notes

11. Bridge Notes

2023 Notes

In connection with the Note Purchase Agreement and First Amendment (both as further described under the heading Principal Stockholder in Note 18), entered into in contemplation of the Business Combination (see Note 20), on August 31, 2023, the Company issued $5,000 aggregate principal amount of senior secured notes (the “2023 Notes”). The First Amendment also permits certain incremental borrowings in the amount up to $3,000 at the sole discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $1,000 and other conditions. On September 29, 2023, the Company issued $1,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings. In connection with the issuance of the 2023 Notes, the Company received net proceeds of $5,703 from the issuance of the notes and incurred debt costs of $297 that is being amortized over the expected life of the debt.

Pursuant to the Note Purchase Agreement and First Amendment, the 2023 Notes provide for:

	●	an interest rate fixed at 10.0% per annum;

	●	a maturity date of December 31, 2023, subject to consummation of the Business Combination on or prior to December 31, 2023, which may result in an event of default if not consummated, and a prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $6,000 (and any additional amounts borrowed pursuant to the incremental borrowing arrangement described above) under the notes;

	●	a provision for the failure to repay the $6,000 prepayment requirement in full with the proceeds of the Business Combination or failure to consummate the Business Combination by December 31, 2023 will result in an event of default under the notes; and

	●	an election to prepay the notes, at any time, at 100% of the principal amount due with no premium or penalty.

As of September 30, 2023, the effective interest rate on the 2023 Notes was 24.8%. As of September 30, 2023, the balance outstanding under the 2023 Notes was $5,767 ($6,000 principal balance less unamortized debt costs of $233), with the principal balance due upon the earlier of December 31, 2023 or the closing of the Business Combination.

2022 Bridge Notes

On December 15, 2022, the Company issued $36,000 aggregate principal amount of senior secured notes (the “2022 Bridge Notes”) pursuant to the Note Purchase Agreement. In connection with the issuance of the notes, the Company received net proceeds of $34,728 from the issuance of the 2022 Bridge Notes and incurred debt costs of $1,272 that were being amortized over the expected life of the debt. As of December 31, 2022, the balance outstanding under the 2022 Bridge Notes was $34,805 ($36,000 principal balance less unamortized debt costs of $1,195), which was due on December 31, 2023. Pursuant to the First Amendment and in connection with the Business Combination, the Company incurred debt issuance costs of $100 that are being amortized over the life of the notes and a portion of the note maturity was extended (further details are provided under the heading 2022 Bridge Notes in Note 12).

Information for the three and nine months ended September 30, 2023 with respect to interest expense related to the 2022 Bridge Notes is provided under the heading Interest Expense in Note 12.

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2023

Asset Acquisition [Line Items]

The following table summarizes the results of operations of the Parade acquisition from the acquisition date included in the condensed consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been as of the beginning of the reporting period during the year of the acquisition, or January 1, 2021:

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Parade from acquisition date of April 1, 2022 (unaudited):
Revenue	$	13,373		$	30,801
Net income		81			2,521
Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited):
Revenue:
Parade	$	13,373		$	46,710
Arena		53,333			149,224
Total supplemental pro forma revenue		53,333			149,224
Total supplemental pro forma revenue	$	66,706		$	195,934
Net income (loss):
Parade	$	81		$	1,945
Arena		(16,586	)		(59,106	)
Adjustment		317			(1,724	)
Total supplemental pro forma net loss	$	(16,188	)	$	(58,885	)

Athlon Holdings, Inc. [Member]

Asset Acquisition [Line Items]

Schedule of Composition of Purchase Price

The composition of the purchase price is as follows:


Cash	$	12,085
Common stock		3,141
Deferred cash payments, as discounted		628
Total purchase consideration	$	15,854

Summary of Purchase Price Allocation

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:

Summary of Purchase Price Allocation


Cash	$	2,604
Accounts receivable		10,855
Other current assets		1,337
Equity investment		2,450
Fixed assets		108
Digital content		355
Advertiser relationships		6,202
Trade names		2,261
Goodwill		2,587
Accounts payable		(7,416)
Accrued expenses and other		(2,440)
Unearned revenue		(1,203)
Other long-term liabilities		(543)
Deferred tax liabilities		(1,303)
Net assets acquired	$	15,854

Fexy Studios [Member]

Asset Acquisition [Line Items]

Schedule of Composition Preliminary Assets Purchase Price

The composition of the preliminary purchase price is as follows:


Cash	$	500
Common stock		2,000
Contingent consideration		561
Deferred cash payments, as discounted		246
Total purchase consideration	$	3,307

Summary of Preliminary Assets Purchase Price Allocation

The preliminary 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:


Advertiser relationships	$	663
Brand names		659
Goodwill		1,985
Net assets acquired	$	3,307

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these condensed 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 condensed consolidated financial statements.

Business Combination

On November 5, 2023, the Company signed a definitive business combination agreement (the “BCA”) to combine its operations with those of Bridge Media Networks, LLC (“Bridge Media Networks” or “Bridge Media”) a wholly owned subsidiary of Simplify Inventions, LLC (“Simplify”). The transactions contemplated by the BCA are subject to customary conditions, including the approval by the Company’s shareholders and certain regulatory approvals. Key components of the BCA and related transactions include: (i) a restructure of the Company’s balance sheet and pay down of approximately $20,000 of the 2022 Bridge Notes and $6,000 of the 2023 Notes and the extension of the maturity date of its remaining Notes for a period of three years at an interest rate of 10.0%; (ii) a cash investment of approximately $50,000, comprised of a $25,000 purchase of common stock and a $25,000 investment in newly created Series L preferred stock with a 10.0% non-cash paid-in-kind (PIK) dividend; (iii) an advertising commitment of approximately $60,000 to be spent $12,000 annually for five (5) years from a group of consumer brands also owned by Simplify; and (iv) a business combination resulting in the Company owning and operating Bridge Media Networks’ two 24-hour networks, NEWSnet and Sports News Highlights, as well as the automotive and travel properties Driven and TravelHost (these components collectively defined as the “Business Combination”). The Business Combination will result in Simplify and related entities holding approximately 65.0% upon consummation of the transaction of the fully diluted common stock of a newly formed company (“New Arena”) to effectuate the Business Combination.

In addition, at the closing of the Business Combination, New Arena will enter into a stock purchase agreement with Simplify or one of its affiliates (the “Simplify SPA Party”), pursuant to which the Simplify SPA Party will agree to purchase such number of shares of New Arena common stock having an aggregate value of $20,000 in one or more private placements at New Arena’s option for one-year from the closing date of the Business Combination. Pursuant to the stock purchase agreement, at closing of the Business Combination, 60,000 shares of New Arena’s common stock will be issued as payment of a 1.5% commitment fee.

Compensation Plans

From October 1, 2023 through the date these condensed consolidated financial statements were issued, the Company granted options for shares of the Company’s common stock totaling 8,295, all of which remain outstanding.

Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	$ 35,245	$ 32,671	$ 102,422	$ 98,790
Selling and marketing	19,271	18,424	56,743	53,123
General and administrative	11,028	13,493	35,803	41,841
Total costs charged to operations	35,025	36,395	106,892	108,345
Total stock-based compensation			16,978	24,777
Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	1,205	2,772	5,050	7,602
Selling and marketing	407	810	1,275	2,149
General and administrative	2,750	4,729	10,653	15,026
Total costs charged to operations	4,362	8,311	16,978	24,777
Capitalized platform development	237	404	785	1,529
Total stock-based compensation	4,599	8,715	17,763	26,306
Restricted Stock [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	197	901	1,655	2,800
Selling and marketing	65	61	193	207
General and administrative	1,611	2,439	6,298	7,083
Total costs charged to operations	1,873	3,401	8,146	10,090
Capitalized platform development
Total stock-based compensation	1,873	3,401	8,146	10,090
Common Stock Options [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	1,007	1,871	3,388	4,802
Selling and marketing	342	749	1,082	1,942
General and administrative	882	2,039	3,602	6,697
Total costs charged to operations	2,231	4,659	8,072	13,441
Capitalized platform development	237	404	785	1,529
Total stock-based compensation	2,468	5,063	8,857	14,970
Warrant [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	1		7
Selling and marketing
General and administrative	257	251	753	1,246
Total costs charged to operations	258	251	760	1,246
Capitalized platform development
Total stock-based compensation	$ 258	$ 251	$ 760	$ 1,246

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases

Schedule of Supplemental Information Related to Operating Leases

The table below presents supplemental information related to operating leases:

	Nine Months Ended September 30,
	2023			2022
Operating lease costs during the period (1)	$	758		$	727
Cash payments included in the measurement of operating lease liabilities during the period	$	362		$	351
Weighted-average remaining lease term (in years) as of period-end		1.01			2.01
Weighted-average discount rate during the period		9.9	%		9.9	%

(1)	Operating lease costs is presented net of sublease income that is not material.

Schedule of Operating Lease Costs

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating lease costs:
Cost of revenue	$	-		$	-		$	-		$	-
Selling and marketing		-			-			-			-
General and administrative		259			328			922			891
Total operating lease costs (1)		259			328			922			891
Sublease income		(55	)		(55	)		(164	)		(164	)
Total	$	204		$	273		$	758		$	727

(1)

Summary of Maturity of Lease Liabilities

Maturities of the operating lease liability as of September 30, 2023 are summarized as follows:

Years Ending December 31,
2023 (remaining three months of the year)	$	124
2024		373
Minimum lease payments		497
Less imputed interest		(26	)
Present value of operating lease liability	$	471
Current portion of operating lease liability	$	471
Long-term portion of operating lease liability		-
Total operating lease liability	$	471

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	23,823,476	18,303,193
Common stock, shares outstanding	23,823,476	18,303,193
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	$ 168
Temporary equity, shares issued	168	168
Temporary equity, shares outstanding	168	168
Temporary equity, common shares issuable upon conversion	8,582	8,582
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	$ 0	$ 14,356
Temporary equity, shares issued	0	14,356
Temporary equity, shares outstanding	0	14,356
Temporary equity, common shares issuable upon conversion	0	1,981,128

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

18. Related Party Transactions

Principal Stockholder

The Company has an outstanding obligation with BRF Finance Co., LLC, (“BRF”) an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, pursuant to the third amended and restated note purchase agreement entered into on December 15, 2022 (the “Note Purchase Agreement”), as amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the “First Amendment”) with an effective date of August 31, 2023. The Note Purchase Agreement contains provisions related to the 2022 Bridge Notes, 2023 Notes, Senior Secured Notes, and Delayed Draw Term Notes, all as further described above and referred to as the “Notes”. Under the terms of the Note Purchase Agreement and First Amendment, in the event there is a mandatory prepayment requirement, the principal payment of the Notes will be applied to: (1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting obligations.

For the three and nine months ended September 30, 2023, the Company paid in cash interest of $3,065 and $9,068 (including cash interest paid of $204 from December 31, 2022), respectively, on the 2022 Bridge Notes, Senior Secured Notes, Delayed Draw Term Notes and 2023 Notes due to BRF, which is an affiliate of B. Riley, a principal stockholder. For the three and nine months ended September 30, 2022, the Company paid in cash interest of $1,856 and $5,507, respectively, on the Senior Secured Notes and Delayed Draw Term Notes due to BRF, which is an affiliate of B. Riley, a principal stockholder.

On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 1,009,021 shares of the Company’s common stocks for a total of $3,915 in gross proceeds with B. Riley, a principal stockholder, at a price per share of $3.88 per share.

For the nine months ended September 30, 2022, the Company had certain transactions with B. Riley, a principal stockholder, where it paid fees associated with the common stock public offering totaling $2,440.

On August 10, 2023, the Company’s Series H convertible preferred stock automatically converted into shares of the Company’s common stock at the conversion price of $7.26, of which 134,550 shares were issued to B Riley, a principal stockholder.

On August 31, 2023, in connection with the 2023 Notes, BRF, which is an affiliate of B Riley, a principal stockholder, issued $6,000 in aggregate principal amount under the note, where the Company incurred fees of $297.

Registered Direct Offering

On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518 shares of the Company’s common stocks for a total of $1,232 in gross proceeds with certain directors and affiliates, at a price of $3.88 per share, as follows: (i) 64,000 shares for $248 to H. Hunt Allred, a director, through certain trusts (32,000 shares are directly beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002 Trust - NLA); (ii) 195,529 shares for $759 to 180 Degree Capital Corp, a beneficial holder of more than 5% of the Company’s common stock; (iii) 25,773 shares for $100 to Daniel Shribman, a director; (iv) 25,773 shares for $100 to Ross Levinsohn, a director and the Company’s Chief Executive Officer; and (v) 6,443 shares for $25 to Paul Edmonson, an executive officer.

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, Inc., including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 764 shares of the Company’s common stock at a price of $88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr. Edmondson and his spouse of $67 per month. For the nine months ended September 30, 2022, the Company paid Mr. Edmonson and his spouse $269 for 3,056 shares of the Company’s common stock.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Summary of Liquidated Damages (Details) - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

$ 1,828

$ 2,002

2,488

2,740

1,977

1,595

MDB Common Stock To Be Issued [Member]

6,293

6,337

^[1]

^[1]

^[1]

Series H Convertible Preferred Stock [Member]

^[1]

618

626

681

570

Convertible Debentures [Member]

1,925

1,814

704

343

280

Series J Convertible Preferred Stock [Member]

1,047

984

932

932

692

525

Series K Convertible Preferred Stock [Member]

2,556

2,389

263

437

226

478

261

220

Summary of Liquidated Damages

$ 750

$ 1,135

[1]	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

Liquidated Damages Payable (Tables)

9 Months Ended

Sep. 30, 2023

Liquidated Damages Payable

Obligations with respect to the liquidated damages payable are summarized as follows:

Summary of Liquidated Damages

	As of September 30, 2023 (unaudited)
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		681		1,925
Convertible debentures		-		704		343		1,047
Series J convertible preferred stock		932		932		692		2,556
Series K convertible preferred stock		263		226		261		750
Total	$	1,828	$	2,488	$	1,977	$	6,293

	As of December 31, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		570		1,814
Convertible debentures		-		704		280		984
Series J convertible preferred stock		932		932		525		2,389
Series K convertible preferred stock		437		478		220		1,135
Total	$	2,002	$	2,740	$	1,595	$	6,337

(1)	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders’ Equity

14. 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.

On March 31, 2023, the Company entered into common stock purchase agreements with certain purchasers, pursuant to which the Company issued and sold in a registered direct offering an aggregate of 2,963,918 shares of the Company’s common stock, $0.01 par value per share at a purchase price of $3.88 per share. The gross proceeds received were $11,500 and after deducting offering expenses of $356, the Company received net proceeds of $11,144, as reflected on the condensed consolidated statements of stockholder’s deficiency. No underwriter or placement agent participated in the registered direct offering. The net proceeds were intended for working capital and other general corporate purposes. Further information is provided in Note 18.

During the three months ended September 30, 2023, the Company recorded the issuance of 14,904 (issued July 21, 2023 upon conversion of 108 shares of Series H convertible preferred stock) and 1,759,224 (issued August 10, 2023 upon conversion of 12,748 shares of Series H convertible preferred stock) shares of the Company’s common stock totaling 1,774,128 as result of the conversion of shares of the Company’s Series H convertible preferred stock (12,856 shares of Series H convertible preferred stock) with a corresponding amount of $11,508 (totaling $12,856, representing 12,856 shares of Series H convertible preferred stock at $1,000 stated par value per share, less issuance cost of $1,348) as reflected on the condensed consolidated statement of stockholders’ deficiency. The August 10, 2023 issuance was in accordance with the automatic mandatory conversion on the fifth anniversary date of the initial first closing of the Company’s Series H convertible preferred. During the nine months ended September 30, 2023, the Company recorded the issuance of 1,981,128 (includes issuance of 207,000 shares of common stock on April 17, 2023 upon conversion of 1,500 shares of the Company’s Series H convertible preferred stock) shares of the Company’s common stock with a corresponding amount of $13,008 (includes $1,500 representing 1,500 shares of Series H convertible preferred stock at $1,000 stated par value) as reflected on the condensed consolidated statement of stockholders’ deficiency.

On January 24, 2022, the Company entered into several stock purchase agreements with several investors, where the Company was liable for liquidated damages, pursuant to which the Company issued an aggregate of 505,655 shares of its common stock at a price equal to $13.86 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investors in lieu of an aggregate of $7,008 owed in liquidated damages. The Company recorded $6,685 in connection with the issuance of shares of the Company’s common stock and recognized a gain of $323 on the settlement of the liquidated damages, which was recorded as additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.

On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $34,498 pursuant to a firm commitment underwritten public offering of 4,181,603 shares of the Company’s common stock (on February 15, 2022 the Company issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter’s overallotment that was exercised on March 10, 2022), at a public offering price of $8.25 per share. The Company received net proceeds of $32,058, after deducting underwriting discounts and commissions and other offering costs payable by the Company of $2,440 to B. Riley (see Note 18). In addition, the Company directly incurred offering costs of $1,568 and recorded $30,490 upon the issuance of its common stock, as reflected on the condensed consolidated statements of stockholders’ deficiency.

Between March 22, 2022 and March 25, 2022, the Company recorded the issuance of 70,380 shares of the Company’s common stock upon conversion of 510 shares of the Company’s Series H convertible preferred stock, with a corresponding amount of $511 as reflected on the condensed consolidated statements of stockholders’ deficiency.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
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Preferred Stock (Details Narrative) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.01
Series G Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,800
Temporary equity, shares outstanding	168
Series H Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value	$ 1,000
Preferred stock, shares authorized	23,000	23,000
Temporary equity, shares outstanding	0	14,356
Conversion price	$ 7.26

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Commitments and Contingencies Disclosure [Abstract]

Discontinued Operations (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
Discontinued Operations (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
Depreciation and amortization	$ 0	$ 0
Operating and investing noncash	$ 209	$ 209

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies

19. Commitments and Contingencies

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.

In connection with the Athlon working capital adjustment (as previously disclosed in Note 3), the Company prepared the working capital adjustment. The sellers are challenging the Company’s adjustments and both parties have agreed to a standstill and tolling agreement while the adjustments are being reviewed and discussed. The amount due from this challenge, if any, is not estimatable as of the issuance date of these condensed consolidated financial statements.

Royalty Fees – The Company guaranteed minimum annual royalties of $15,000 to ABG-SI, LLC. The initial term of the minimum guarantee will expire December 31, 2029.

Schedule of Fair Value of Financial Instruments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 1,030
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	1,030
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration

Restricted Stock Liabilities

9 Months Ended

Sep. 30, 2023

Restricted Stock Liabilities

Restricted Stock Liabilities

8. 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 a previous merger with HubPages. Pursuant to the amendment, the Company agreed to purchase the vested restricted stock awards, at a price of $88.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning on January 4, 2021, subject to certain conditions.

The Company recorded the repurchase of 26,214 shares of the Company’s restricted common stock during the nine months ended September 30, 2022 on the condensed consolidated statements of stockholders’ deficiency. Effective April 4, 2022, there are no longer any shares of the Company’s common stock subject to repurchase. During the nine months ended September 30, 2022, the Company paid $2,307 in cash for the repurchase ($2,152 in principal and $155 in interest).

Further details are provided under the heading Repurchases of Restricted Stock in Note 18.

Preferred Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Preferred Stock

13. 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 September 30, 2023 as follows:

	●	1,800 authorized shares designated as “Series G Convertible Preferred Stock”, of which 168 shares are outstanding.

	●	23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which none and 14,356 shares are outstanding as of September 30, 2023 and December 31, 2022, respectively.

Series H Convertible Preferred Stock – All the outstanding shares of Series H convertible preferred stock automatically converted into shares of the Company’s common stock on August 10, 2023, at the conversion price of $7.26. Further details are provided under the heading Common Stock in Note 14.

Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases
2023 (remaining three months of the year)	$ 124
2024	373
Minimum lease payments	497
Less imputed interest	(26)
Total operating lease liability	471
Current portion of operating lease liability	471	$ 427
Long-term portion of operating lease liability		$ 358

Schedule of Composition Preliminary Assets Purchase Price (Details) - Teneology Inc [Member] - Fexy Studios [Member] $ in Thousands	Jan. 11, 2023 USD ($)
Asset Acquisition [Line Items]
Cash	$ 500
Common stock	2,000
Contingent consideration	561
Deferred cash payments, as discounted	246
Total purchase consideration	$ 3,307

Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

3. Acquisitions

The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805), and uses the fair value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date.

2023 Acquisition

Teneology, Inc. – On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., (“Teneology”) pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets; the Moveable Feast media business, including digital and television assets; the Fexy-branded content studio business; and the MonkeySee YouTube Channel media business, collectively “Fexy Studios”), for a purchase price of $3,307. The purchase price consisted of the following: (1) $500 cash paid at closing (including an advance payment of $250 prior to closing); (2) $75 deferred cash payments due in three equal installments of $25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid); (3) $200 deferred cash payment due on the first anniversary of the closing date, subject to certain indemnity provisions; and (4) the issuance of 274,692 shares of the Company’s common stock, subject to certain lock-up provisions, with a fair value of $2,000 on the transaction closing date (fair value was determined based on a preliminary independent appraisal); and which is subject to a put option under certain conditions (the “contingent consideration”) (as further described below in Note 10). The number of shares of the Company’s common stock issued was determined based on a $2,225 value using the common stock trading price on the day immediately preceding the January 11, 2023 closing date (on the closing date the common stock trading price was $7.94 per share). The agreement also provided for a cash retention pool for certain employees of $300, subject to vesting over three years upon continued employment and other conditions.

The composition of the preliminary purchase price is as follows:


Cash	$	500
Common stock		2,000
Contingent consideration		561
Deferred cash payments, as discounted		246
Total purchase consideration	$	3,307

The Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition of a business under the applicable guidance.

The Company incurred $99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.


Advertiser relationships	$	663
Brand names		659
Goodwill		1,985
Net assets acquired	$	3,307

The Company utilized an independent appraisal firm to assist in the preliminary 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 advertiser relationships were valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method of the income approach. The estimated useful life is fifteen years (15.0 years) for the advertiser relationships and twelve years (12.0 years) for the brand names.

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. A portion of the goodwill will be deductible for tax purposes.

Supplemental Pro forma Information

The pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable to accept assumptions made by Teneology. The Company has determined, based on the information provided by Teneology and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities of Teneology and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial results of the certain activities but Teneology was unable to comply with this request; and (2) the presentation of the pro forma results and the assumptions made by Teneology management were unable to be independently substantiated.

2022 Acquisition

Athlon Holdings, Inc. - On April 1, 2022, the Company acquired 100% of the issued and outstanding capital stock of Athlon Holdings, Inc. (“Athlon” or Parade), a Tennessee corporation, for a purchase price of $15,854, as adjusted for the working capital adjustment as of the closing date of the transaction. The working capital adjustment is pending acceptance by the sellers (further details are provided in Note 19). As a part of the closing consideration, the Company also acquired cash of $1,840, that was further adjusted post-closing for the working capital adjustment. The purchase price of $15,854, as discounted, is comprised of (i) a cash portion of $12,827, with $11,840 paid at closing and $987 estimated to be paid post-closing (as further described below) and (ii) the issuance of 314,103 shares of the Company’s common stock with a fair market value of $3,141. The number of shares of the Company’s common stock issued was determined based on a $3,000 value using the common stock trading price for the 10 trading days preceding the April 1, 2022 closing date. Certain of Parade’s key employees entered into either advisory agreements or employment agreements with the Company. Parade operates in the United States.

The amount estimated to be paid post-closing of $987 will be or was paid as follows: (i) $742 is expected to be paid upon receipts of certain tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022).

The Company received a final valuation report from a third-party valuation firm after the preliminary purchase price was adjusted during the quarterly period ended September 30, 2022. After considering the results of the final valuation report, the Company estimated that the purchase consideration decreased by $321. The decrease in the purchase price was related to an increase in identifiable assets of $54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting in a decrease in goodwill of $348.

The composition of the purchase price is as follows:


Cash	$	12,085
Common stock		3,141
Deferred cash payments, as discounted		628
Total purchase consideration	$	15,854

The Company incurred $200 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded within general and administrative expense on the condensed consolidated statements of operations.

Summary of Purchase Price Allocation


Cash	$	2,604
Accounts receivable		10,855
Other current assets		1,337
Equity investment		2,450
Fixed assets		108
Digital content		355
Advertiser relationships		6,202
Trade names		2,261
Goodwill		2,587
Accounts payable		(7,416)
Accrued expenses and other		(2,440)
Unearned revenue		(1,203)
Other long-term liabilities		(543)
Deferred tax liabilities		(1,303)
Net assets acquired	$	15,854

The Company utilized an independent appraisal firm 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 digital content was determined using a cost approach. The fair values of the advertiser relationships were determined by projecting the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled workforce) to compute the excess cash flows associated with the advertiser relationships. The fair values of the trade names were determined by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company is relieved from paying due to its ownership of the trade names. The estimated weighted average useful life is two years (2.00 years) for digital content, eight point seventy-five years (8.75 years) for advertiser relationships, and fourteen point five years (14.50 years) for trade names.

The excess 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. No portion of the goodwill related to the acquisition will be deductible for tax purposes.

Supplemental Pro forma Information

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022
Parade from acquisition date of April 1, 2022 (unaudited):
Revenue	$	13,373		$	30,801
Net income		81			2,521
Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited):
Revenue:
Parade	$	13,373		$	46,710
Arena		53,333			149,224
Total supplemental pro forma revenue		53,333			149,224
Total supplemental pro forma revenue	$	66,706		$	195,934
Net income (loss):
Parade	$	81		$	1,945
Arena		(16,586	)		(59,106	)
Adjustment		317			(1,724	)
Total supplemental pro forma net loss	$	(16,188	)	$	(58,885	)

The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred at the beginning of the Company’s reporting period and does not reflect the discontinued operations of Parade Print that was acquired on April 1, 2022 (as part of the Parade acquisition).

The adjustments for the three months ended September 2022 of $317, represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($216); and (2) to reverse the deferred tax provision related to the acquisition $533. The adjustments for the nine months ended September 2022 of ($1,724), represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($648); (2) to reverse the nonrecurring transaction cost related to the acquisition of $200; and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276).

Buffalo Groupe, LLC – On September 27, 2022, the Company entered into an asset purchase agreement with Buffalo Groupe, LLC, doing business as Morning Read, a Virginia limited liability company, where it purchased certain intellectual properties (including all media properties, trademarks, service marks, domain names, trade names corporate names and other identifiers of goodwill), certain assumed contracts, and other certain rights related to the intellectual properties (collectively, the “Morning Read Purchased Assets”) and assumed certain liabilities related to the Morning Read Purchased Assets. The purchase consideration consisted of a cash payment of $850,000 at closing.

The Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

The purchase consideration totaled $850,000, which was assigned to the brand name acquired on the closing date of the acquisition. The useful life for the brand name is ten years (10.0 years).

Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 25, 2022	Mar. 22, 2022	Dec. 15, 2020	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 31, 2023	Aug. 10, 2023	Mar. 10, 2022
Related Party Transaction [Line Items]
Note purchase agreement description										(1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting obligations.
Issuance of common stock in connection with public offering, shares
Issuance of common stock in connection with public offering											$ 30,490
Sale of stock, price per share														$ 8.25
Number of shares repurchased
Stock repurchase value
Restricted Stock [Member]
Related Party Transaction [Line Items]
Common stock trading price						$ 88.00
Number of shares repurchased						764				26,214
Share price per share						$ 88.00
Proceeds from common stock						$ 67
Mr. Edmonson [Member] \| Restricted Stock [Member]
Related Party Transaction [Line Items]
Number of shares repurchased											3,056
Stock repurchase value											$ 269
Stock Purchase Agreements [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of private placement	$ 1,232
Stock Purchase Agreements [Member] \| Allred Trust HHA [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		32,000
Stock Purchase Agreements [Member] \| Allred Trust NLA [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		32,000
Stock Purchase Agreements [Member] \| H.Hunt Allred [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		64,000
Issuance of common stock in connection with public offering		$ 248
Stock Purchase Agreements [Member] \| 180 Degree Capital Corp [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		195,529
Issuance of common stock in connection with public offering		$ 759
Stock Purchase Agreements [Member] \| Daniel Shribman [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		25,773
Issuance of common stock in connection with public offering		$ 100
Stock Purchase Agreements [Member] \| Ross Levinsohn [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		25,773
Issuance of common stock in connection with public offering		$ 100
Stock Purchase Agreements [Member] \| Paul Edmonson [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		6,443
Issuance of common stock in connection with public offering		$ 25
Series H Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares				70,380	70,380
Common Stock [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares											4,181,603
Issuance of common stock in connection with public offering											$ 42
Number of shares repurchased											(26,214)
Stock repurchase value
B. Riley [Member]
Related Party Transaction [Line Items]
Paid in cash			$ 204				$ 204	$ 3,065	$ 1,856	$ 9,068	5,507
Legal fees											$ 2,440
Debt instrument, face amount												$ 6,000
Fee incurred												$ 297
B. Riley [Member] \| Series H Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Preferred Stock issued onversion price													$ 7.26
Preferred Stock issued upon conversion													134,550
B. Riley [Member] \| Direct Offering [Member]
Related Party Transaction [Line Items]
Sale of stock, price per share	$ 3.88	$ 3.88
B. Riley [Member] \| Common Stock [Member] \| Direct Offering [Member]
Related Party Transaction [Line Items]
Issuance of common stock in connection with public offering, shares		1,009,021
Issuance of common stock in connection with public offering		$ 3,915
Purchasers [Member] \| Stock Purchase Agreements [Member]
Related Party Transaction [Line Items]
Sale of stock, price per share	$ 3.88	$ 3.88
Sale of stock, number of shares issued in transaction	2,963,918	317,518
Common stock trading price	$ 3.88	$ 3.88
Proceeds from common stock	$ 11,144

Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation

Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

Summary of Stock-based Compensation

	Three Months Ended September 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	197	$	1,007	$	1	$	1,205
Selling and marketing		65		342		-		407
General and administrative		1,611		882		257		2,750
Total costs charged to operations		1,873		2,231		258		4,362
Capitalized platform development		-		237		-		237
Total stock-based compensation	$	1,873	$	2,468	$	258	$	4,599

	Three Months Ended September 30, 2022
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	901	$	1,871	$	-	$	2,772
Selling and marketing		61		749		-		810
General and administrative		2,439		2,039		251		4,729
Total costs charged to operations		3,401		4,659		251		8,311
Capitalized platform development		-		404		-		404
Total stock-based compensation	$	3,401	$	5,063	$	251	$	8,715

	Nine Months Ended September 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	1,655	$	3,388	$	7	$	5,050
Selling and marketing		193		1,082		-		1,275
General and administrative		6,298		3,602		753		10,653
Total costs charged to operations		8,146		8,072		760		16,978
Capitalized platform development		-		785		-		785
Total stock-based compensation	$	8,146	$	8,857	$	760	$	17,763

	Nine Months Ended September 30, 2022
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	2,800	$	4,802	$	-	$	7,602
Selling and marketing		207		1,942		-		2,149
General and administrative		7,083		6,697		1,246		15,026
Total costs charged to operations		10,090		13,441		1,246		24,777
Capitalized platform development		-		1,529		-		1,529
Total stock-based compensation	$	10,090	$	14,970	$	1,246	$	26,306

Schedule of Unrecognized Compensation Expense

	As of September 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Unrecognized compensation expense	$	5,123	$	7,592	$	257	$	12,972
Weighted average period expected to be recognized (in years)		1.19		1.19		0.46		2.84

Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 127,663	$ 126,341
Intangible assets, accumulated amortization	(83,452)	(67,371)
Intangible assets, net	44,211	58,970
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	17,333	17,333
Intangible assets, accumulated amortization	(17,012)	(14,883)
Intangible assets, net	321	2,450
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,380	5,380
Intangible assets, accumulated amortization	(1,490)	(1,180)
Intangible assets, net	3,890	4,200
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	12,774	12,115
Intangible assets, accumulated amortization	(2,007)	(908)
Intangible assets, net	10,767	11,207
Subscriber Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	73,459	73,459
Intangible assets, accumulated amortization	(58,028)	(47,146)
Intangible assets, net	15,431	26,313
Advertiser Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	15,965	15,302
Intangible assets, accumulated amortization	(2,583)	(1,368)
Intangible assets, net	13,382	13,934
Database Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,397	2,397
Intangible assets, accumulated amortization	(2,066)	(1,753)
Intangible assets, net	331	644
Digital Content [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	355	355
Intangible assets, accumulated amortization	(266)	(133)
Intangible assets, net	$ 89	$ 222

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	1-12471
Entity Registrant Name	THE ARENA GROUP HOLDINGS, INC.
Entity Central Index Key	0000894871
Entity Tax Identification Number	68-0232575
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Vesey Street
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281
City Area Code	(212)
Local Phone Number	321-5002
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	AREN
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		23,834,891

Liquidated Damages Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended
	Apr. 10, 2023	Feb. 10, 2023	Feb. 10, 2023	Feb. 08, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short-term liquidated damages					$ 6,293	$ 6,293		$ 5,843
Long-term liquidated damages					0	$ 0		494
Liquidated damages payable accrued interest percentage						1.00%
Liquidated damages outstanding amount					$ 6,293	$ 6,293		$ 6,337
Percentage of aggregate amount invested						6.00%
Stock issued during period shares new issues
Number of share issued value							$ 30,490
Stock Purchase Agreement [Member] \| Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares new issues	11,766	35,486		47,252
Shares issued price per share				$ 10.56
Liquidated damages		$ 499		$ 499
Number of share issued value	$ 45		$ 324			$ 369
Gain on settlement of the liquidated damages	$ 84		$ 46			$ 130

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations


	As of September 30,
	2023		2022
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		2,008,728
Financing warrants		39,774		116,118
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		5,629
Restricted stock awards		-		97,402
Restricted stock units		845,903		1,488,345
Common stock options		5,744,890		6,228,853
Total		7,654,171		10,958,879

Compensation Plans (Details Narrative) - USD ($)					3 Months Ended	6 Months Ended	9 Months Ended
Compensation Plans (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 13, 2023	Feb. 28, 2023	Nov. 03, 2022	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 01, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued expenses and other					$ 68,000
Unamortized costs					$ 216,000				$ 216,000
Issuance of common stock in connection with public offering, shares
Incentive Compensation Plan [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock for reserved								1,800,000
Incentive Compensation Plan [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock for reserved								3,600,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sharebased compensation arrangement by sharebased payment award options vested number of shares			24,515
Issuance of common stock in connection with public offering, shares							4,181,603
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock in connection with public offering, shares		9,800		3,000
Warrant exercise price per share				$ 10.56
Warrant [Member] \| Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of common stock in connection with public offering, shares		6,800
Warrant exercise price per share		$ 5.30
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock vested			38,026			42,635
Vested contractual term						10 years
Common Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock vested			21,117			29,701
Number of shares, agreed to purchase			45,632
Share price per share			$ 10.29
Common stock trading price			$ 8.82
Incremental cost	$ 284		$ 68,000
Unamortized costs	$ 773					$ 773

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

Schedule of Disaggregation of Revenue

	2023		2022		2023		2022
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue by category:
Digital revenue
Digital advertising	$	36,659	$	28,512	$	89,458	$	74,849
Digital subscriptions		3,181		4,629		10,430		16,580
Licensing and syndication revenue		4,468		4,391		13,523		11,820
Other digital revenue		1,516		458		3,486		1,374
Total digital revenue		45,824		37,990		116,897		104,623
Print revenue
Print advertising		2,259		3,443		7,677		7,786
Print subscriptions		15,335		15,844		49,030		46,863
Total print revenue		17,594		19,287		56,707		54,649
Total	$	63,418	$	57,277	$	173,604	$	159,272
Revenue by geographical market:
United States	$	61,126	$	55,374	$	169,326	$	156,447
Other		2,292		1,903		4,278		2,825
Total	$	63,418	$	57,277	$	173,604	$	159,272
Revenue by timing of recognition:
At point in time	$	60,237	$	52,648	$	163,174	$	142,692
Over time		3,181		4,629		10,430		16,580
Total	$	63,418	$	57,277	$	173,604	$	159,272
Total revenue	$	63,418	$	57,277	$	173,604	$	159,272

Schedule of Contract with Customer, Asset and Liability

The following table provides information about contract balances:

	September 30, 2023 (unaudited)		December 31, 2022
	As of
	September 30, 2023 (unaudited)		December 31, 2022
Unearned revenue (short-term contract liabilities):
Digital revenue	$	18,452	$	18,571
Print revenue		45,305		40,132
	$	63,757	$	58,703
Unearned revenue (long-term contract liabilities):
Digital revenue	$	738	$	1,118
Print revenue		13,794		18,583
	$	14,532	$	19,701

Term Debt

9 Months Ended

Sep. 30, 2023

Term Debt

12. Term Debt

Senior Secured Notes

Pursuant to the Note Purchase Agreement and the First Amendment, as of September 30, 2023 and December 31, 2022, the Company has certain notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”).

Pursuant to the Note Purchase Agreement and First Amendment (see Note 18), the Senior Secured Notes provide for:

	●	a provision for the Company to enter into Delayed Draw Term Notes (as described below), in an aggregate principal amount of $9,928 as of December 31, 2021 (the Company repaid $5,928 on December 31, 2022);

	●	a provision where the Company added $13,852 to the principal balance of the notes for interest payable on the notes on last day of a fiscal quarter from September 30, 2020 to December 31, 2021 as payable in-kind;

	●	a provision where the paid in-kind interest 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 convertible preferred stock, subject to certain adjustments;

	●	an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

	●	interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

	●	a maturity date of December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business Combination on or prior to December 31, 2023, which may result in an event of default if not consummated, and subject to certain acceleration conditions; and

	●	the Company to enter into the 2022 Bridge Notes for $36,000 and to increase the line of credit with SLR in an aggregate principal amount not to exceed $40,000.

Delayed Draw Term Notes

Pursuant to the Note Purchase Agreement, as of September 30, 2023 and December 31, 2022, the Company has outstanding obligations of $4,000 for delayed draw term notes (the “Delayed Draw Term Notes”) that was further amended pursuant to the First Amendment, which include terms prior to and including the second amended and restated note purchase agreement.

Pursuant to the Note Purchase Agreement and First Amendment (see Note 18), the Delayed Draw Term Notes provide for:

	●	an interest rate of 10.0% per annum, subject to adjustment in the event of default;

	●	interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and

	●	a maturity date on December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business Combination on or prior to December 31, 2023, which may result in an event of default if not consummated, and subject to certain acceleration terms.

2022 Bridge Notes

Pursuant to the First Amendment, the 2022 Bridge Notes outstanding as of December 31, 2022 were amended and reclassified from a current liability to a noncurrent liability.

Pursuant to the Note Purchase Agreement and First Amendment (see Note 18), the 2022 Bridge Notes provide for:

	●	an interest rate fixed at 10.0% per annum (as amended from interest that was payable in cash at a rate of 12% per annum quarterly in arrears on March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023; provided that, on March 1, 2023, May 1, 2023, and July 1, 2023, the interest rate on the notes increased by 1.5% per annum pursuant to the First Amendment);

	●	a maturity date of December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business Combination on or prior to December 31, 2023, which may result in an event of default if not consummated, and subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes;

	●	a prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $20,000 of the principal balance under the notes upon the earlier of December 31, 2023 or the closing of the Business Combination;

	●	a provision for the failure to repay the $20,000 prepayment requirement in full with the proceeds of the Business Combination or failure to consummate the Business Combination by December 31, 2023 will result in an event of default under the notes; and

	●	an election to prepay the notes, at any time, in whole or in part with no premium or penalty.

The following table summarizes the term debt:

Schedule of Long Term Debt

	As of September 30, 2023 (unaudited)							As of December 31, 2022
		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Senior Secured Notes, effective interest rate of 11.4% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration	$	62,691	$	(228	)	$	62,463	$	62,691	$	(904	)	$	61,787
Senior Secured Notes, effective interest rate of 11.4% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration	$	62,691	$	(228	)	$	62,463	$	62,691	$	(904	)	$	61,787
Delayed Draw Term Notes, effective interest rate of 12.5% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration		4,000		(26	)		3,974		4,000		(103	)		3,897
2022 Bridge Notes, effective interest rate of 10.2% as of September 30, 2023, as amended, matures December 31, 2026, subject to acceleration		36,000		(95	)		35,905		-		-			-
Total	$	102,691	$	(349	)	$	102,342	$	66,691	$	(1,007	)	$	65,684

As of September 30, 2023, the current maturities and noncurrent maturities under the term debt were $19,980 and $82,362, respectively, totaling $102,342, and as of December 31, 2022, the current maturities and noncurrent maturities were $65,684 an $0, respectively, totaling $65,684.

The Company’s principal maturities of the term debt of $102,691 are due as follows: (i) $20,000 due upon the earlier of December 31, 2023 or the closing of the Business Combination; and (ii) $82,691 due on December 31, 2026, subject acceleration if the Business Combination in not consummated on or prior to December 31, 2023.

Information for the three and nine months ended September 30, 2023 and 2022 with respect to interest expense related to the term debt is provided below.

Interest Expense

The following table represents interest expense:

Summary of Interest Expense

	2023			2022		2023			2022
	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023			2022
Amortization of debt costs:
Line of credit	$	54		$	-	$	161		$	-
2022 Bridge Notes		161			-		1,200			-
Senior Secured Notes		228			228		676			803
Delayed Draw Term Notes		26			52		77			412
2023 Notes		64			-		64			-
Total amortization of debt costs		533			280		2,178			1,215
Noncash and accrued interest:
Parade		-			-		-			86
Other accrued interest		152			-		754			-
Total noncash and accrued interest		152			-		754			86
Cash paid interest:
Line of credit		598			372		1,345			814
2022 Bridge Notes		1,317			-		3,763			-
Senior Secured Notes		1,602			1,602		4,754			4,754
Delayed Draw Term Notes		102			254		303			753
2023 Notes		44			-		44			-
Other		32			676		422			888
Total cash paid interest		3,695			2,904		10,631			7,209
Less interest income ⁽¹⁾		(338	)		-		(338	)		-
Total interest expense	$	4,042		$	3,184	$	13,225		$	8,510

⁽¹⁾	During the three and nine months ended September 30, 2023, the Company recorded interest income of $338 related to the refunds received from the employee retention credits.

Noncash and accrued interest of $204 as of December 31, 2022, related to the 2022 Bridge Notes, was paid in cash during the nine months ended September 30, 2023.

Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Principal balance	$ 102,691	$ 66,691
Unamortized discount and debt issuance costs	(349)	(1,007)
Carrying value	102,342	65,684
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Principal balance	62,691	62,691
Unamortized discount and debt issuance costs	(228)	(904)
Carrying value	62,463	61,787
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Principal balance	4,000	4,000
Unamortized discount and debt issuance costs	(26)	(103)
Carrying value	3,974	3,897
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Principal balance	36,000
Unamortized discount and debt issuance costs	(95)
Carrying value	$ 35,905

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Revenue from Contract with Customer [Abstract]

Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Derivative liability per share			$ 8.10
Exercise price	$ 8.10		8.10
Common stock trading price	$ 4.28		$ 4.28
Expected term			3 months
Annualized risk free rate			5.34%
Volatility			76.00%
Dividend yield			0.00%
Change in valuation of contingent consideration	$ 60		$ 469

Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue Recognition

16. Revenue Recognition

Disaggregation of Revenue

The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

Schedule of Disaggregation of Revenue

	2023		2022		2023		2022
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue by category:
Digital revenue
Digital advertising	$	36,659	$	28,512	$	89,458	$	74,849
Digital subscriptions		3,181		4,629		10,430		16,580
Licensing and syndication revenue		4,468		4,391		13,523		11,820
Other digital revenue		1,516		458		3,486		1,374
Total digital revenue		45,824		37,990		116,897		104,623
Print revenue
Print advertising		2,259		3,443		7,677		7,786
Print subscriptions		15,335		15,844		49,030		46,863
Total print revenue		17,594		19,287		56,707		54,649
Total	$	63,418	$	57,277	$	173,604	$	159,272
Revenue by geographical market:
United States	$	61,126	$	55,374	$	169,326	$	156,447
Other		2,292		1,903		4,278		2,825
Total	$	63,418	$	57,277	$	173,604	$	159,272
Revenue by timing of recognition:
At point in time	$	60,237	$	52,648	$	163,174	$	142,692
Over time		3,181		4,629		10,430		16,580
Total	$	63,418	$	57,277	$	173,604	$	159,272
Total revenue	$	63,418	$	57,277	$	173,604	$	159,272

For the three and nine months ended September 30, 2022, disaggregated revenue represents revenue from continuing operations.

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. 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:

	September 30, 2023 (unaudited)		December 31, 2022
	As of
	September 30, 2023 (unaudited)		December 31, 2022
Unearned revenue (short-term contract liabilities):
Digital revenue	$	18,452	$	18,571
Print revenue		45,305		40,132
	$	63,757	$	58,703
Unearned revenue (long-term contract liabilities):
Digital revenue	$	738	$	1,118
Print revenue		13,794		18,583
	$	14,532	$	19,701

Unearned Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under certain contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the condensed consolidated balance sheets.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 08, 2022	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Number of reportable segment \| Segment				1
Reverse stock split description	one-for-twenty-two (1-for-22) reverse stock split
Net Income (Loss) Attributable to Parent		$ 11,166	$ 16,505	$ 50,027	$ 57,161
Cash and Cash Equivalents, at Carrying Value		7,290	$ 13,303	7,290	$ 13,303	$ 13,871
[custom:WorkingCapitalDeficit-0]		68,332		68,332		137,669
Long-term debt		102,342		102,342		65,684
[custom:BridgeNotes-0]		5,767		5,767		$ 34,805
Long-Term Debt [Member]
Debt Instrument [Line Items]
Long-term debt		108,691		108,691
Bridge Loan [Member]
Debt Instrument [Line Items]
Long-term debt		36,000		36,000
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt		62,691		62,691
Delayed Draw Term Notes [Member]
Debt Instrument [Line Items]
Long-term debt		4,000		4,000
2023 Notes [Member]
Debt Instrument [Line Items]
[custom:BridgeNotes-0]		$ 6,000		$ 6,000

Schedule of Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for doubtful accounts beginning of year	$ 2,236	$ 1,578
Additions	217	980
Deductions – write-offs	(1,514)	(322)
Allowance for doubtful accounts end of period	$ 939	$ 2,236

Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Carrying value at beginning of year	$ 39,344	$ 19,619
Carrying value at end of period	42,575	39,344
Parade [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition		2,587
Men's Journal [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition	1,246	17,138
Fexy Studios [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition	$ 1,985

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 63,418	$ 57,277	$ 173,604	$ 159,272
Cost of revenue (includes amortization of platform development and developed technology for three months ended 2023 and 2022 of $2,191 and $2,413, respectively and for the nine months ended 2023 and 2022 of $6,883 and $7,099, respectively)	35,245	32,671	102,422	98,790
Gross profit	28,173	24,606	71,182	60,482
Operating expenses
Selling and marketing	19,271	18,424	56,743	53,123
General and administrative	11,028	13,493	35,803	41,841
Depreciation and amortization	4,726	4,478	14,227	13,124
Loss on impairment of assets			119	257
Total operating expenses	35,025	36,395	106,892	108,345
Loss from operations	(6,852)	(11,789)	(35,710)	(47,863)
Other (expense) income
Change in fair value of contingent consideration	(60)		(469)
Interest expense	(4,042)	(3,184)	(13,225)	(8,510)
Liquidated damages	(151)	(339)	(455)	(639)
Total other expenses	(4,253)	(3,523)	(14,149)	(9,149)
Loss before income taxes	(11,105)	(15,312)	(49,859)	(57,012)
Income tax (provision) benefit	(61)	(547)	(168)	1,180
Loss from continuing operations	(11,166)	(15,859)	(50,027)	(55,832)
Loss from discontinued operations, net of tax		(646)		(1,329)
Net loss	$ (11,166)	$ (16,505)	$ (50,027)	$ (57,161)
Basic and diluted net loss per common share:
Basic net loss per common share continuing operations	$ (0.48)	$ (0.87)	$ (2.32)	$ (3.22)
Diluted net loss per common share continuing operations	(0.48)	(0.87)	(2.32)	(3.22)
Basic net loss per common share discontinued operations		(0.04)		(0.08)
Diluted net loss per common share discontinued operations		(0.04)		(0.08)
Basic net loss per common share	(0.48)	(0.90)	(2.33)	(3.30)
Diluted net loss per common share	$ (0.48)	$ (0.90)	$ (2.33)	$ (3.30)
Weighted average number of common shares outstanding - diluted	23,445,675	18,284,670	21,567,166	17,339,882
Weighted average number of common shares outstanding - basic		18,284,670		17,339,882

Restricted Stock Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Dec. 15, 2020	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchased during period, shares
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Purchase price per share	$ 88.00
Stock repurchased during period, shares	764		26,214
Payments for repurchase Of equity				$ 2,307
Restricted stock principal amount				2,152
Restricted stock interest payment				$ 155

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.