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Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2018
Document And Entity Information
Entity Registrant Name	theMaven, Inc.
Entity Central Index Key	0000894871
Document Type	8-K/A
Document Period End Date	Sep. 30, 2018
Amendment Flag	true
Amendment Description	On December 12, 2018, TheMaven, Inc. (the "Company"), consummated the merger between Say Media, Inc. ("Say Media") and the Company's wholly-owned subsidiary, SM Acquisition Co., Inc. ("SMAC"), in which SMAC merged with and into Say Media, with Say Media continuing as the surviving corporation in the merger as a wholly-owned subsidiary of the Company (the "Merger"). The purpose of this Amendment No. 1 is to file the requisite financial statements and pro forma financial information relating to the Merger.
Entity Emerging Growth Company	false

Condensed Consolidated Balance Sheets - SayMedia, Inc [Member] - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 95,296	$ 334,271	$ 969,443
Restricted cash	120,693	120,588	120,448
Accounts receivable, net	2,830,068	2,632,999	3,550,088
Prepaid expenses and other current assets	376,480	517,992	576,933
Total current assets	3,422,537	3,605,850	5,216,912
Non-Current Assets
Property, plant and equipment, net	12,916	44,952	174,308
Goodwill	14,517,219	14,517,219	14,517,219
Other assets	67,510	84,284	71,528
Internal-use software costs, net	1,623,442	1,485,909	793,447
Total assets	19,643,624	19,738,214	20,773,414
Current liabilities:
Accounts payable	4,970,348	3,831,000	5,623,514
Accrued expenses and other liabilities	1,593,581	1,694,703	1,152,985
Accrued compensation	763,559	1,217,234	1,343,887
Income tax payable	123,926	355,063
Deferred revenue	122,734	247,680
Deferred rent	29,500
Lease deposit from subtenant	548,434
Promissory notes payable	3,695,054
Current portion of loans payable to related parties	7,037,868	250,000	250,000
Long-term debt	1,057,840	1,700,846	26,825,500
Total current liabilities	19,942,844	9,296,526	35,195,886
Deferred rent, net of current portion	24,234		554,901
Deferred revenue, net of current portion	260,000
Lease deposit from subtenant		806,420	806,420
Loans payable to related party, net of current portion		6,210,000	1,250,000
Long-term debt net of current portion			400,000
Total liabilities	20,227,078	16,312,946	38,207,207
Commitments and contingencies (Note 4)
Stockholders' Equity (Deficit)
Convertible Series Alpha Preferred Stock, $0.0001 par value; 70,000,000 shares authorized; 56,760,766 issued and outstanding; aggregate liquidation preference of $13,062,832	5,676	5,676	5,676
Common stock	14,843	14,842	14,839
Additional paid-in capital	135,673,510	135,611,274	135,535,970
Accumulated other comprehensive income	61,794	75,274	121,002
Accumulated deficit	(136,339,277)	(132,281,798)	(153,111,280)
Total stockholders' equity (deficit)	(583,454)	3,425,268	(17,433,793)
Total liabilities and stockholders' equity (deficit)	$ 19,643,624	$ 19,738,214	$ 20,773,414

Condensed Consolidated Balance Sheets (Parenthetical) - SayMedia, Inc [Member] - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	70,000,000	70,000,000	70,000,000
Preferred stock, shares issued	56,760,766	56,760,766	56,760,766
Preferred stock, shares outstanding	56,760,766	56,760,766	56,760,766
Preferred stock, liquidation preference	$ 13,062,832	$ 13,062,832	$ 13,062,832
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	160,000,000	160,000,000	160,000,000
Common stock, shares issued	148,433,619	148,424,244	148,394,244
Common stock, shares outstanding	148,433,619	148,424,244	148,394,244

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Revenue	$ 9,340,245	$ 9,015,603	$ 12,608,398	$ 17,664,798
Cost of revenue	5,729,280	4,351,384	6,160,059	7,345,022
Gross profit	3,610,965	4,664,219	6,448,339	10,319,776
Operating expenses
Research and development	751,219	2,067,155	2,755,819	1,040,875
Selling, general and administrative	6,753,290	6,471,534	7,712,681	17,683,886
Total operating expenses	7,504,509	8,538,689	10,468,500	18,724,761
Operating loss	(3,893,544)	(3,874,470)	(4,020,161)	(8,404,985)
Other income (expense)
Gain on forgiveness of debt		26,076,301	26,076,301
Gain on settlements of accounts payable	76,518	494,843	494,843	3,664,752
Interest expense, net	(293,517)	(1,090,481)	(1,212,331)	(2,142,319)
Other income (expense), net	(6,895)	23,867	(154,107)	(133,587)
Total other (expense) income, net	(223,894)	25,504,530
Income (loss) before income taxes	(4,117,438)	21,630,060	21,184,545	(7,016,139)
Benefit (provision) for income taxes	59,959	(134,680)	355,063
Net income (loss)	(4,057,479)	21,495,380	20,829,482	(7,016,139)
Foreign currency translation adjustments	(13,480)	(856)	(45,728)	61,824
Comprehensive income (loss)	$ (4,070,959)	$ 21,494,524	$ 20,783,754	$ (6,954,315)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - SayMedia, Inc [Member] - USD ($)	Series Alpha Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Total [Member]
Balance at Dec. 31, 2015	$ 5,676	$ 16,917	$ 135,609,563	$ 59,178	$ (146,095,141)	$ (10,403,807)
Balance, shares at Dec. 31, 2015	56,760,766	169,171,491
Restricted stock forfeiture		$ (2,082)	(312,100)			(314,182)
Restricted stock forfeiture, shares		(20,818,914)
Exercise of stock options		$ 4	829			833
Exercise of stock options, shares		41,667
Stock-based compensation expense			237,678			237,678
Foreign currency translation adjustment				61,824		61,824
Net income (loss)					(7,016,139)	(7,016,139)
Balance at Dec. 31, 2016	$ 5,676	$ 14,839	135,535,970	121,002	(153,111,280)	(17,433,793)
Balance, shares at Dec. 31, 2016	56,760,766	148,424,244
Exercise of stock options		$ 3	347			350
Exercise of stock options, shares		17,500
Stock-based compensation expense			57,751			57,751
Foreign currency translation adjustment				(856)		(856)
Net income (loss)					21,495,380	21,495,380
Balance at Sep. 30, 2017	$ 5,676	$ 14,842	135,594,068	120,146	(131,615,900)	4,118,832
Balance, shares at Sep. 30, 2017	56,760,766	148,411,744
Balance at Dec. 31, 2016	$ 5,676	$ 14,839	135,535,970	121,002	(153,111,280)	(17,433,793)
Balance, shares at Dec. 31, 2016	56,760,766	148,424,244
Exercise of stock options		$ 3	597			600
Exercise of stock options, shares		30,000
Stock-based compensation expense			74,707			74,707
Foreign currency translation adjustment				(45,728)		(45,728)
Net income (loss)					20,829,482	20,829,482
Balance at Dec. 31, 2017	$ 5,676	$ 14,842	135,611,274	75,274	(132,281,798)	3,425,268
Balance, shares at Dec. 31, 2017	56,760,766	148,424,244
Exercise of stock options		$ 1	187			188
Exercise of stock options, shares		9,375
Stock-based compensation expense			62,049			62,049
Foreign currency translation adjustment				(13,480)		(13,480)
Net income (loss)					(4,057,479)	(4,057,479)
Balance at Sep. 30, 2018	$ 5,676	$ 14,843	$ 135,673,510	$ 61,794	$ (136,339,277)	$ (583,454)
Balance, shares at Sep. 30, 2018	56,760,766	148,433,619

- Definition

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

+ References + Details

Condensed Consolidated Statements of Cash Flows - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Operating activities
Net income (loss)	$ (4,057,479)	$ 21,495,380	$ 20,829,482	$ (7,016,139)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	16,984	117,856	134,352	217,411
Amortization	1,063,418	810,824	1,139,796	1,085,717
Amortization of debt issue costs and debt discount	40,283	164,443	205,883	232,476
Stock-based compensation	62,049	57,751	74,707	(76,504)
Interest accrued as debt			960,828	1,565,860
Interest and fees accrued as debt	247,384	930,324
Gain on forgiveness of debt		(26,076,301)	(26,076,301)
Gain on settlement of accounts payable	(76,518)	(494,843)	(494,843)	(3,664,752)
Changes in operating assets and liabilities:
Accounts receivable	(197,069)	756,280	917,089	4,099,729
Prepaid expenses and other assets	158,286	2,048	46,185	86,120
Accounts payable	1,215,866	(939,011)	(1,297,671)	(336,991)
Accrued expenses and other liabilities	(101,122)	(198,747)	541,718	(1,527,932)
Accrued compensation	(453,675)	(261,867)	(126,653)	(552,842)
Income tax payable	(231,137)	122,706	355,063
Deferred revenue	135,054	233,071	247,680	(20,132)
Deferred rent	53,734	(43,272)	(554,901)	(72,371)
Lease deposit from subtenant	(257,986)
Net cash used in operating activities	(2,381,928)	(3,323,358)	(3,097,586)	(6,475,194)
Investing activities
Purchase of property and equipment and internal-use software	(1,208,163)	(1,346,123)	(1,837,254)	(1,041,109)
Proceeds from sales of property and equipment	22,264	(502)
Net cash used in investing activities	(1,185,899)	(1,346,625)	(1,837,254)	(1,041,109)
Financing activities
Proceeds from lines of credit	2,061,500	1,526,000	4,628,500	2,617,541
Payments on lines of credit	(3,163,103)	(559,602)	(3,526,897)
Proceeds from long-term debt	6,651,271			3,176,164
Payments on long-term debt	(5,917,473)	(1,350,000)	(1,350,000)	(496,680)
Proceeds from promissory notes payable	3,695,054
Proceeds from related party debt	350,000	5,120,000	5,120,000	1,250,000
Payments on related party debt		(160,000)	(160,000)
Payments on note payable to vendor	(300,000)	(300,000)	(366,667)
Payments on note issuance costs	(35,000)
Proceeds from exercises of common stock options	188	350	600	833
Net cash provided by financing activities	3,342,437	4,276,748	4,345,536	6,547,858
Effect of exchange rate changes on cash and restricted cash	(13,480)	(856)	(45,728)	61,824
Net change in cash and restricted cash	(238,870)	(394,091)	(635,032)	(906,621)
Cash and restricted cash, beginning of period	454,859	1,089,891	1,089,891	1,996,512
Cash and restricted cash, end of period	215,989	695,800	454,859	1,089,891
Supplemental disclosures of cash flow information:
Cash paid for interest	127,828	40,669
Cash paid for income taxes	34,247	293
Note payable issued to vendor in lieu of cash				$ 851,946

Organization and Basis of Presentation

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Organization and Basis of Presentation

1. Organization and Basis of Presentation

SAY Media, Inc., a Delaware corporation (“SAY” or the “Company”), including its wholly-owned foreign subsidiaries, SAY Media UK, Ltd., a United Kingdom corporation, and Say Media Canada, LLC, a wholly-owned Delaware corporation, (collectively, the “Company”), is a digital media company. The Company enables brand advertisers to engage today’s social media consumer through rich advertising experiences across its network of web properties. SAY was incorporated in the state of Delaware on March 17, 2005, and its corporate headquarters is located in San Francisco, California. Inactive, wholly-owned domestic subsidiaries, Typepad, Inc. and Lark Media, Inc., were dissolved in early 2018.

The condensed consolidated financial statements of the Company at September 30, 2018, and for the nine months ended September 30, 2018 and 2017, are unaudited. In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of September 30, 2018, and the results of its operations and cash flows for the nine months ended September 30, 2018 and 2017. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The balance sheet at December 31, 2017 has been derived from the Company’s audited financial statements at such date.

Going Concern

The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s activities are subject to significant risks and uncertainties, as described below.

As discussed further in Note 10, on December 12, 2018, the Company consummated a merger with SM Acquisition Co., Inc. (“SMAC”), a wholly-owned subsidiary of TheMaven, Inc. (the”Maven”), in which SMAC merged with and into the Company with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of the Maven.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. On March 11, 2020 the World Health Organization has declared COVID-19 to constitute a “Public Health Emergency of International Concern.” Many national governments and sports authorities around the world have made the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. In addition, many governments and businesses have limited non-essential work activity, furloughed and/or terminated many employees and closed some operations and/or locations, all of which has had a negative impact on the economic environment.

As a result of these factors the Maven has experienced a decline in revenues and earnings since early March 2020. While the Maven has implemented cost reduction measures in an effort to offset such volume declines, the duration of these declines remains uncertain. If the volume declines do not stabilize over the next few months, the Maven’s 2020 financial results and operations may be adversely impacted. The extent of the impact on the Maven’s operational and financial performance will depend on its willingness and ability to take further cost reduction measures as well as future developments, including the duration and spread of the outbreak, related group gathering and sports event advisories and restrictions, and the extent and effectiveness of containment actions taken, all of which are highly uncertain and cannot be predicted at the time of issuance of these condensed consolidated financial statements.

As a result of the above factors, in its quarterly report on Form 10-Q for the period ended September 30, 2018 filed on May 18, 2020, management of the Maven disclosed that it has concluded that there is substantial doubt about the Maven’s ability to continue as a going concern within one year of the date that the accompanying condensed consolidated financial statements are being issued. In addition, the Maven’s previous independent registered public accounting firm, in their report on the Maven’s consolidated financial statements for the year ended December 31, 2017, had also expressed substantial doubt about the Maven’s ability to continue as a going concern.

The ability of the Maven to continue as a going concern is impacted by the uncertainty surrounding COVID-19 and could therefore be dependent upon the Maven’s ability to raise additional funds to ultimately achieve sustainable operating revenues and profitability. In its quarterly report on Form 10-Q for the period ended September 30, 2018 filed on May 18, 2020, the Maven disclosed that its management believes that, based on its current assessment of the impact of COVID-19, it has sufficient resources to fully fund its business operations through April 30, 2021. Due to the uncertainty regarding the duration of the impact of COVID-19 and its effect on the Maven’s financial performance the Maven estimates that it may require additional capital in capital markets today, which are less liquid given the lack of clarity surrounding COVID-19.

The accompanying condensed consolidated financial statements of the Company do not include any adjustments that might result from the outcome of these uncertainties.

Certain Significant Risks and Uncertainties

The Company participates in a dynamic media and technology industry. Changes in any of the following areas could have a material adverse effect on the Company’s future financial position, results of operations, or cash flows: advances and trends in new technologies; competitive pressures; changes in the overall demand for its services, acceptance of the Company’s services; litigation or claims against the Company based on intellectual property, patent, regulatory, or other factors; and the Company’s ability to attract and retain employees.

1. Natural of Operations and Description of Business

SAY Media, Inc. (the “Company”) is a digital media company. The Company enables brand advertisers to engage today’s social media consumer through rich advertising experiences across its network of web properties. The Company was incorporated in the state of Delaware on March 17, 2005, and its corporate headquarters is located in San Francisco, California. The Company has subsidiaries located in the United Kingdom, Canada.

Liquidity and Capital Resources

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital, as described below.

The Company has incurred significant operating losses since inception. The Company expects to continue to incur operating losses into the foreseeable future and will likely require additional capital resources in order to sustain its operations under its current operating plan. Management plans to finance the Company’s operations with revenues, sales of non-strategic assets and debt and equity arrangements. The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The Company believes that it does not have funds to support its operations for at least one year beyond the date these consolidated financial statements were issued and that it will require additional financing to continue as a going concern. However, no assurances can be provided that the additional funding or alternative financing will be available at the terms acceptable to the Company, if at all. Failure to obtain additional financing in such circumstances may require the Company to significantly curtail its operations and/or dispose of certain operations or assets. As such, management have concluded that there is substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Certain Significant Risks and Uncertainties

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by GAAP for complete financial statements.

These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, the allowance for doubtful accounts, depreciation and amortization, the valuation allowance for deferred tax assets, and stock-based compensation.

The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Accordingly, actual results could differ from those estimates under different assumptions or conditions.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company’s cash balances are with federally insured banks and periodically exceed the current insured limits. The Company has not experienced any losses on its cash and cash equivalents.

The Company provides credit, in the normal course of business, to a number of companies and performs credit evaluations of its customers. Accounts receivable from three customers comprised 40% of total accounts receivable as of September 30, 2018, and revenue from one customer represented 28% of total revenue for the nine months ended September 30, 2018. Accounts receivable from two customers comprised 38% of total accounts receivable as of December 31, 2017 and revenue from two customers represented 30% of total revenue for the nine months ended September 30, 2017.

Accounts Receivable

The Company records accounts receivable at the invoiced amount and does not charge interest. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The Company reviews accounts receivable for amounts that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations and historical credits issued. The allowance for doubtful accounts was $57,913 and $60,000 at September 30, 2018 and December 31, 2017, respectively.

Property and Equipment

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows:

Computer equipment and purchased software	3 years
Leasehold improvements	Lesser of useful life or lease term
Furniture and fixtures	3 years

The Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by reference to the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment charges have been recorded in the periods presented.

Internal-Use Software

The Company capitalizes costs when there are substantial enhancements to existing products, preliminary development efforts are successfully completed, and it is probable that the project will be completed, and the software will be used as intended. The Company develops new infrastructure, applications and software products in order to host partner web properties, the Company’s owned and operated web properties and support the Company’s digital media publishing.

The Company capitalizes the relevant costs to develop applications, infrastructure, ad experience and site software products to support its technology, publishing and advertising platforms (collectively referred as capitalized software costs). Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades.

The Company periodically evaluates the carrying value of capitalized software costs when events or circumstances warrant such a review. The carrying value of capitalized software costs is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the capitalized software costs. Fair value is determined primarily by the cost method. No impairment charges have been recorded in the periods presented.

Capitalized software costs are amortized on a straight-line basis over two years, which is the estimated useful life of the related asset.

Revenue Recognition

The Company generates revenue primarily from the delivery of digital advertisements for brand advertisers and agencies through its hosted sites. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement with a fixed fee. Revenue is recognized when the related services are delivered based on the specific terms of the contract, which are commonly based on the number of engagements delivered or by the actions of the viewers. The Company recognizes revenue based on delivery information from a combination of third-party reporting and the Company’s proprietary campaign tracking systems. Arrangements for these services generally have a term of up to three months and in some cases the term may be up to two years. At that time, the Company’s services have been provided, the fees charged are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured. Amounts received in advance of providing services are recorded as deferred revenue in the accompanying condensed consolidated balance sheets.

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligor to its customers and is responsible for (i) identifying and contracting with third-party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk, and (iv) bearing sole responsibility for fulfillment of the advertising, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

Service Costs

The Company’s cost of revenue primarily consists of revenue-share payments made to digital media property owners, as well as all costs related to generating revenue, including bandwidth charges, video storage and delivery costs, co-location facility expenses, amortization of intangible assets, and allocated compensation and facility costs.

Advertising and Promotion Expense

The Company charges to operations the costs of its advertising and promotions when such costs are incurred. For the nine months ended September 30, 2018 and 2017, the Company charged to operations advertising and promotional costs of $15,879 and $16,077, respectively, which is included in selling, general, and administrative expenses in the accompanying statements of operations and comprehensive income (loss).

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company measures the fair value for all financial and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis, respectively.

The carrying amount of the Company’s financial instruments comprising of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term maturity of these instruments.

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets.

The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. The Company is also required to assess at each reporting date whether it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12 months.

The Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for any of the periods presented in the financial statements. The Company files tax returns in the United States federal jurisdiction and the State of California. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return.

Stock-Based Compensation

The Company maintains a stock-based compensation plan whereby stock options are granted for services performed by employees. The Company recognizes compensation expense related to the fair value of stock-based awards issued to its employees in its financial statements. The Company uses the Black-Scholes option-pricing model to estimate the fair value of all stock-based awards on the date of grant. The Company recognizes the compensation expense for options on a straight-line basis over the requisite service period of the award.

Goodwill

Goodwill is recorded when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is allocated to reporting units and tested for impairment on an annual basis or more frequently if the Company believes indicators of impairment exist. The Company has determined that there is one reporting unit for the purpose of performing its annual goodwill impairment test.

In testing for potential impairment of goodwill, the Company first compares the carrying value of assets and liabilities to their estimated fair value. If the estimated fair value is less than the carrying value, then potential impairment exists. The amount of any impairment is then calculated by determining the implied fair value of goodwill using a hypothetical purchase price allocation. Based on this assessment, the Company concluded that no goodwill impairment was necessary at either September 30, 2018 or December 31, 2017.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries are the local currencies in the countries in which the foreign subsidiaries operate. Accordingly, all monetary assets and liabilities of these subsidiaries are translated at the current exchange rate at the end of the period, nonmonetary assets and liabilities are translated at historical rates, and revenue and expenses are translated at average exchange rates during the nine months ended September 30, 2018 and 2017. Net foreign currency transaction gain of $13,480 and $856 is included in other income (expense), net for the nine months ended September 30, 2018 and 2017, respectively.

Defined Contribution Retirement Plan

The Company’s 401(k) Plan (the “401(k) Plan”) is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit. The Company has the option to provide matching contributions but has not done so to date.

Gain on Settlement of Accounts Payable

During the nine months ended September 30, 2018 and 2017, the Company entered into various settlement agreements whereby it made partial payments to vendors (7 for 2018 and 81 for 2017) in exchange for relief from accounts payable totaling $76,518 and $494,843, respectively. These amounts have been recorded as gain on settlement of accounts payable in the accompanying statements of operations and comprehensive income (loss) in the period in which related settlement agreements were signed.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features are no longer required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted the provisions of ASU 2017-11 as of January 1, 2018. The adoption of ASU 2017-11 did not have any impact on the Company’s financial statement presentation or disclosures.

Recently Issued Accounting Standards

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 eliminates transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2019 and interim reporting periods within annual reporting periods beginning after December 15, 2020. The Company is currently evaluating the implementation approach and the impact of adoption of this new standard, along with subsequent clarifying guidance, on the Company’s financial statements and related disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 has subsequently been amended and modified by ASU 2018-10, 2018-11 and 2018-20. ASU 2016-02 (including the subsequent amendments and modifications) is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the implementation approach and the impact of adoption of this new standard, along with subsequent clarifying guidance, on the Company’s financial statements and related disclosures.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the implementation approach and the impact of adoption of this new standard, along with subsequent clarifying guidance, on the Company’s financial statements and related disclosures.

In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Revenue from Contracts with Customers (Topic 606). ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the implementation approach and the impact of adoption of this new standard, along with subsequent clarifying guidance, on the Company’s financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

2. Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, the allowance for doubtful accounts, depreciation and amortization, the valuation allowance for deferred tax assets, and stock-based compensation.

Concentrations of Risks

The Company provides credit, in the normal course of business, to a number of companies and performs credit evaluations of its customers. Accounts receivable from eight customers comprised 50% of total accounts receivable as of December 31, 2017, and revenue from seven customers represented 51% of total revenue for the year ended December 31, 2017. Accounts receivable from six customers comprised 53% of total accounts receivable as of December 31, 2016 and revenue from eight customers represented 53% of total revenue for the year ended December 31, 2016.

Accounts Receivable

The Company records accounts receivable at the invoiced amount and does not charge interest. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The Company reviews accounts receivable for amounts that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations and historical credits issued. The allowance for doubtful accounts was $60,000 and $93,000 at December 31, 2017 and 2016, respectively.

Property and equipment

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows as of December 31, 2017 and 2016:

Asset type		Useful life

Computer equipment and purchased software		3 years
Leasehold improvements		Lesser of useful life or lease terms
Furniture and fixtures		3 years

Internal-Use Software

The Company capitalizes costs when there are substantial enhancements to existing products, preliminary development efforts are successfully completed and it is probable that the project will be completed and the software will be used as intended. The Company develops new infrastructure, applications and software products in order to host partner web properties, the Company’s owned and operated web properties and support the Company’s digital media publishing.

During the years ended December 31, 2017 and 2016, the Company capitalized $1,792,000 and $835,000, respectively, of internal-use software development costs, and recorded amortization expense associated with previously capitalized internal-use software costs in the amounts of $1,040,000 and $1,086,000, respectively.

Capitalized software development costs are amortized on a straight-line basis over two years, which is the estimated useful life of the related asset.

Revenue Recognition

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligor to its customers and is responsible for (i) identifying and contracting with third-party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

Service Costs

Advertising and Promotion Expense

The Company expenses advertising and promotional costs in the period in which they are incurred. For the years ended December 31, 2017 and 2016, advertising and promotional costs amounted to $34,105 and $43,542, respectively, and is included in selling, general, and administrative expenses in the accompanying statements of comprehensive loss.

Fair Value Measurements

Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1 – Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Income Taxes

The Company recognized no uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for any of the periods presented in the accompanying consolidated financial statements. The Company files tax returns in the U.S. Federal jurisdiction and eight states including California. Generally, the Company is subject to examination by income tax authorities for three years from the filing of a tax return.

Stock-Based Compensation

The Company maintains a stock-based compensation plan whereby stock options have been granted for services performed by employees. The Company recognizes compensation expense related to the fair value of stock-based awards issued to its employees in its consolidated financial statements. The Company uses the Black-Scholes model to estimate the fair value of all stock-based awards on the date of grant. The Company recognizes the compensation expense for options on a straight-line basis over the requisite service period of the award.

Goodwill

The amount of goodwill that is deductible for tax purposes is $3,700,000 as of December 31, 2017.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiaries are the local currencies in the foreign subsidiaries’ countries. Accordingly, all monetary assets and liabilities of these subsidiaries are translated at the current exchange rate at the end of the year, nonmonetary assets and liabilities are translated at historical rates, and revenue and expenses are translated at average exchange rates during the years ended December 31, 2017 and 2016. Net foreign currency transaction loss of $51,000 and $132,000 is included in other expense, net for the years ended December 31, 2017 and 2016, respectively.

Defined Contribution Retirement Plan

The Company’s 401(k) Plan (the 401(k) Plan) is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit. The Company has the option to provide matching contributions but has not done so to date.

Gain on Settlement of Accounts Payable

During the years ended December 31, 2017 and 2016, the Company entered into various settlement agreements whereby it made partial payments to 81 vendors in exchange for relief from accounts payable totaling $494,843 and $3,664,752, respectively. These amounts have been recorded as gain on settlement of accounts payable in the accompanying statements of operations and comprehensive loss in the period in which related settlement agreements were signed.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) 606. The new revenue recognition standard relates to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance. The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Additionally, the new standard requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition. For non-public entities, the amendment is effective for annual reporting periods beginning on or after December 15, 2018. Early adoption is permitted, but only for years beginning on or after December 15, 2017, which is the date on which the standard becomes effective for public companies. The Company is still evaluating the impact adoption of this standard will have on its financial position, results of operations, and cash flows.

On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. Lessor accounting remains largely consistent with existing U.S. GAAP. For non-public entities, the amendments are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is still evaluating the impact adoption of this standard will have on its financial position, results of operations, and cash flows.

Internal-Use Software

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Internal-Use Software

3. Internal-Use Software

The balance of internal-use software consisted of the following as of September 30, 2018 and December 31, 2017:

	2018			2017
Internal-use software	$	8,900,743		$	7,699,792
Less accumulated amortization		(7,277,301	)		(6,213,883	)
Internal-use software, net	$	1,623,442		$	1,485,909

During the nine months ended September 30, 2018 and 2017, the Company capitalized $1,200,951 and $1,344,034, respectively, of internal-use software costs, and recorded amortization expense associated with previously capitalized internal-use software costs of $1,063,418 and $810,824, respectively, which has been recorded in cost of revenue, research and development and general and administrative costs, as appropriate, in the condensed consolidated statements of operations and comprehensive income (loss).

3. Internal-Use Software

The balance of internal-use software consisted of the following as of December 31:

	2017			2016

Internal-use software	$	7,699,792		$	5,867,534
Less: accumulated amortization		(6,213,883	)		(5,074,087	)

Internal-Use Software, net	$	1,485,909		$	793,447

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Commitments and Contingencies

4. Commitments and Contingencies

Operating Leases

Rent expense for the nine months ended September 30, 2018 and 2017 was $298,685 and $354,979, respectively. The estimated future minimum rental payments required under the Company’s operating leases as of September 30, 2018 are as follows for the periods ending December 31:

2018 (remainder of year)	$	40,313
2019		163,125
2020		82,500
Total	$	285,938

Contingencies

The Company may be subject to legal claims and actions from time to time as part of its business activities. Management is not currently aware of any matters that will have a material adverse effect on the condensed consolidated financial position, results of operations, or cash flows of the Company.

4. Commitments and Contingencies

Operating Leases

Rent expense for the years ended December 31, 2017 and 2016 was $554,741 and $929,258, respectively. The estimated future minimum rental payments required under the Company’s operating leases as of December 31, 2017 are as follows for the years ending December 31:

2018	$	159,375
2019		163,125
2020		82,500

Total	$	405,000

Contingencies

From time to time, the Company may become involved in litigation. Management is not currently aware of any matters that will have a material adverse effect on the consolidated financial position, results of operations, or cash flows of the Company.

Stockholders' Equity and Rights and Preferences

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Stockholders' Equity and Rights and Preferences

5. Stockholders’ Equity and Rights and Preferences

The total number of shares that the Company has the authority to issue is 230,000,000, consisting of 160,000,000 shares of common stock, $0.0001 par value per share, and 70,000,000 shares of preferred stock, $0.0001 par value per share. All 70,000,000 authorized shares of preferred stock are designated “Series Alpha Preferred Stock.”

Common Stock

Each holder of common stock is entitled to one vote per common share. At its direction, the Board of Directors may declare dividends on shares of common stock.

Series Alpha Preferred Stock

The preferred stock is classified as convertible Series Alpha preferred stock (“Series Alpha Preferred Stock”).

Voting – Each holder of Series Alpha Preferred Stock is entitled to vote on all matters and is entitled to the number of votes equal to the number of votes that would be accorded to the number of shares of common stock into which such holder’s preferred stock would be converted.

Dividends – Dividends are payable on the Series Alpha Preferred Stock, if and when declared by the Board of Directors consistent with common stock. In the event that the Company were to declare a dividend payable to holders of common stock, it must first declare a dividend payable to holders of Series Alpha Preferred Stock equal to an amount equal to $0.006137 per annum per share. No dividends have been declared or paid to date.

Liquidation – In the event of any liquidation, dissolution, or winding up of the Company, the holders of the Series Alpha Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, an amount per share equal to the $0.2301384 per share plus any declared but unpaid dividends on such shares of Series Alpha Preferred Stock.

Conversion – At the option of the holder, shares of Series Alpha Preferred Stock are convertible into common stock at a rate of 50:1.

Redemption – Shares of Series Alpha Preferred Stock are not redeemable.

5. Stockholders’ Equity and Rights and Preferences

The total number of shares the Company has the authority to issue is 230,000,000, consisting of 160,000,000 shares of Common Stock, $0.0001 par value per share, and 70,000,000 shares of Preferred Stock, $0.0001 par value per share. All 70,000,000 shares of Preferred Stock are designated “Series Alpha Preferred Stock.”

Common Stock

The Company has authorized 160,000,000 shares of voting $0.0001 par value common stock. Each holder of the common stock is entitled to one vote per common share. At its discretion, the Board of Directors may declare dividends on shares of common stock.

Series Alpha Convertible Preferred Stock

As of December 31, 2017, 70,000,000 shares are classified as Series Alpha convertible preferred stock (“Series Alpha Preferred Stock”).

On February 18, 2015, the Company entered into an agreement with a group of accredited investors to issue 66,091,416 shares of Series Alpha Preferred Stock at $0.0767 per share for proceeds of $5.07 million. On July 25, 2015, the Company issued an additional 9,776,724 shares of Series Alpha Preferred Stock to the same group of investors at $0.0767 per share for proceeds of $0.75 million. During the year ended December 31, 2015 19,107,374 shares of Series Alpha Preferred Stock converted to common stock at a rate of 50:1.

Voting - Each holder of Series Alpha Preferred Stock is entitled to vote on all matters and is entitled to the number of votes equal to the number of votes that would be accorded to the number of shares of common stock into which such holder’s preferred stock would be converted.

Dividends - Dividends are payable on the Series Alpha Preferred Stock, if and when declared by the Board of Directors consistent with common stock. In the event that the Company were to declare a dividend payable to holders of common stock, it must first declare a dividend payable to holders of Series Alpha Preferred Stock equal to an amount equal to $0.006137 per annum per share. No dividends have been declared to date.

Liquidation - In the event of any liquidation, dissolution, or winding up of the Company, the holders of the Series Alpha Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock, an amount per share equal to the $0.2301384 per share plus any declared but unpaid dividends on such shares of Series Alpha Preferred Stock.

Redemption – Shares of Series Alpha Preferred Stock are not redeemable.

Stock-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Stock-Based Compensation

6. Stock-Based Compensation

The Company’s Board of Directors has approved the 2015 Stock Plan (the “2015 Plan”). Under the 2015 Plan, the Board of Directors may grant up to 62,521,252 shares of incentive stock options, nonqualified stock options, or stock awards to eligible persons, including employees, nonemployees, members of the Board of Directors, consultants, and other independent advisors who provide services to the Company. In general, options are granted with an exercise price equal to the estimated fair value of the underlying common stock on the date of the grant. Options generally have a contractual life of ten years and vest over four years. Outstanding vested stock options under the 2015 Plan were repurchased on December 12, 2018 in connection with the acquisition of the Company on such date (see Note 10).

Valuation Method

The Company estimates the fair value of stock options granted using the Black-Scholes valuation.

Expected Volatility

As the Company is privately held, there is no observable market for the Company’s common stock. Accordingly, expected volatility has been estimated based on the historical volatilities of several unrelated publicly traded companies within the Company’s industry that management considers to be comparable over a period equivalent to the expected term of the option grants.

Expected Dividend

The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy.

Expected Term

The Company’s historical exercises are not a reasonable basis to estimate the expect term, therefore, the expected term of the Company’s options represents the period that the share-based awards are expected to be outstanding. The Company has elected to use the simplified method to compute the expected term, which the Company believes is representative of future behavior.

Risk-free Interest Rate

The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero coupon issues with an equivalent remaining term.

Forfeitures

The Company accounts for forfeitures as they occur.

For the nine months ended September 30, 2018 and 2017, the Company’s total stock-based compensation expense was $62,049 and $57,751, respectively, and is recorded in selling, general and administrative costs in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

During the nine months ended September 30, 2018 and 2017 the assumptions used in the Black-Scholes option-pricing model for options granted during the period were as follows:

	2018			2017
Volatility		48.75	%		75.0	%
Expected dividends		0.0	%		0.0	%
Expected terms (in years)		6.03			6.02
Risk-free interest rate		2.69	%		2.12	%

A summary of stock option activity during the nine months ended September 30, 2018 is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Stock options outstanding at January 1, 2018		18,490,918		$	0.27
Granted		854,496			0.05
Exercised		(9,375	)		0.02
Forfeited		(1,234,026	)		0.05
Stock options outstanding at September 30, 2018		18,102,013			0.28		7.11
Stock options exercisable at September 30, 2018		15,619,036			0.32		6.83

Outstanding stock options to acquire 2,482,977 shares of the Company’s common stock had not vested at September 30, 2018.

As of September 30, 2018, there was $15,536 of total unrecognized compensation expense related to stock options granted which is expected to be recognized over a weighted-average period of approximately 2.44 years.

6. Stock-Based Compensation

The Company’s Board of Directors has approved the 2015 Stock Plan. Under this stock option plan, the Board of Directors may grant up to 62,521,252 shares of incentive stock options, nonqualified stock options, or stock awards to eligible persons, including employees, nonemployees, members of the Board of Directors, consultants, and other independent advisors who provide services to the Company. In general, options are granted with an exercise price equal to the estimated fair value of the underlying common stock on the date of the grant. Options generally have a contractual life of ten years and vest over four years.

Valuation Method

The Company estimates the fair value of stock options granted using the Black-Scholes valuation model.

Expected Volatility

Expected Dividend

The expected dividend assumption is based on the Company’s current expectations about its anticipated dividend policy.

Expected Term

The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin Topic 110, Certain Assumptions Used in Valuation Methods.

Risk-free Interest Rate

The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term.

Forfeitures

Management has adopted Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, and accounts for forfeitures as they occur.

The fair value of the Company’s stock-based awards to employees during the years ended December 31, 2017 and 2016, was estimated using the following weighted-average assumptions:

	2017			2016
Volatility		75.0	%		102.9	%
Expected dividends		None			None
Expected term (in years)		6.02			6.02
Risk-free interest rate		2.12	%		1.53	%
Exercise price	$	0.04		$	0.02
Grant date fair value of options granted	$	0.03		$	0.01

Employee stock-based compensation expense of $74,707 and $237,678 for the years ended December 31, 2017 and 2016, respectively, is included in selling, general, and administrative expense in the consolidated statements of comprehensive loss.

The following table summarizes information about stock option activity for the year ended December 31, 2017:

	Outstanding Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term in Years

Balance, January 1, 2017		16,896,914		$	0.30		8.44
Granted		3,247,760		$	0.04
Exercised		(30,000	)	$	0.02
Forfeited		(1,622,800	)	$	0.11
Expired		(956	)	$	23.30

Balance, December 31, 2017		18,490,918		$	0.27		7.86

Exercisable, December 31, 2017		14,180,851		$	0.34		7.49

As of December 31, 2017, there was $71,599 of total unrecognized compensation expense related to stock options granted which is expected to be recognized over a weighted-average period of approximately 4 years.

Promissory Notes Payable

9 Months Ended

Sep. 30, 2018

SayMedia, Inc [Member]

Promissory Notes Payable

7. Promissory Notes Payable

On March 19, 2018, the Company entered into a non-binding letter of intent and term sheet thereunder (collectively the “Letter of Intent”) to be acquired by the Maven, a media and publishing technology company. In connection with the Letter of Intent, on March 26, 2018, the Maven loaned $1,000,000 under a secured promissory note (the “Note”) to the Company payable on the six-month anniversary of the earlier of (i) the termination of the Letter of Intent, or (ii) if the Maven and the Company should execute a definitive agreement (as defined in the Letter of Intent, the “Definitive Agreement”), the termination of the Definitive Agreement with respect to the proposed acquisition (such date, the “Maturity Date”). The Note bore interest at the rate of 5% per annum, with all accrued and unpaid interest payable on the Maturity Date, with prepayment permitted without premium or penalty. Additional advances under secured promissory notes were as follows: (1) $250,000 on July 23, 2018 with the same terms as the Note; (2) $322,363 on August 21, 2018 due and payable on February 21, 2019 with the same interest terms as the Note; and (3) $2,108,307 through September 30, 2018 (part of a promissory note executed on November 30, 2018 in the principal amount of $4,322,165) due and payable on or before the first business day following the earlier of (i) the consummation of the acquisition, and (ii) February 21, 2019 with the same interest terms as the Note. The promissory notes were secured against all of the assets of the Company. As of September 30, 2018, the Company was advanced a total of $3,695,054 under the promissory notes (see Note 10).

Long-Term Debt and Loans Payable to Related Parties

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Long-Term Debt and Loans Payable to Related Parties

8. Long-Term Debt and Loans Payable to Related Parties

Long-term debt and loans payable to related parties consisted of the following as of September 30, 2018 and December 31, 2017:

	2018			2017
Bank note	$	-		$	1,101,602
Vendor note		131,378			431,378
Loans payable to related parties		7,037,868			6,460,000
Factoring note		902,270			-
Interest and fees accrued as debt		35,859			184,816
Less: unamortized issuance costs and discount		(11,667	)		(16,950	)
Debt, total		8,095,708			8,160,846
Less: current portion		(8,095,708	)		(1,950,846	)
Debt, non-current portion	$	-		$	6,210,000

As of September 30, 2018, scheduled principal payments of long-term debt, including debt with related parties, were $498,420 remaining for the year ending December 31, 2018 and $7,608,955 for the year ending December 31, 2019.

Bank Note

On September 9, 2017, the Company entered into a loan and security agreement which provided for a revolving line of credit with an interest rate equal to the prime rate plus 3.00% (or plus 5.00% in the event of default), a borrowing limit of $2,500,000, and a cash collateral account of $100,000. The note payable to bank had a maturity date of September 6, 2018 and was repaid on March 12, 2018.

The note payable to bank included various financial and nonfinancial covenants, including a liquidity ratio and a minimum quarterly adjusted EBITDA ratio, as defined in the agreement. The Company was out of compliance with these covenants at December 31, 2017; therefore, the debt was classified as a current liability.

On June 29, 2017, the Company executed a payoff letter with a bank wherein all outstanding amounts at that date were forgiven in exchange for a one-time payment of $1,350,000. The Company recognized a gain on extinguishment of debt of $26,076,301, which is included as gain on forgiveness of debt in the accompanying statements of operations and comprehensive income (loss) for the nine months ended September 30, 2017.

Vendor Note

On July 1, 2016, the Company entered into a promissory note with a vendor to settle outstanding accounts payable to that vendor. The note had a beginning principal balance of $983,063 (reduced to $851,946 pursuant to an amendment on August 10, 2016) and bore interest at 2% per annum simple interest on the principal amount only. The note was fully repaid during January 2019.

Loans Payable to Related Parties

On August 11, 2015, the Company entered into a note payable with a significant shareholder for $225,000, which bore interest at 20% per annum, and was due and payable upon demand since the scheduled maturity date of November 12, 2015. The note was repaid on October 19, 2018.

On August 28, 2015, the Company executed a note payable with a related party for $25,000, which bore interest at 20% per annum and was due on demand since the scheduled maturity date of November 12, 2015. The note was repaid on October 19, 2018.

On February 15, 2017, the Company entered into a long-term debt agreement with an entity controlled by a significant shareholder. Advances under the terms of the loan agreement bore interest at 1.0% per annum and were due on February 15, 2019. As of September 30, 2018 and December 31, 2017, the outstanding balance was $6,549,226 and $6,210,000, respectively. The loan was repaid on December 12, 2018 in connection with the acquisition (see Note 10 for further information).

Factoring Note

On March 9, 2018, the Company entered a factoring note agreement with a finance company to increase working capital through accounts receivable factoring for twelve months, with renewal options for an additional twelve months, with a $3,500,000 maximum facility limit. The facility provides for maximum borrowing up to 85% of the eligible accounts receivable (the “Advance Rate”) and the Company may adjust the amount advances up or down at any time. In the event the finance company decreases the Advance Rate to less than 75% of eligible accounts received, the Company can terminate the note without any penalty fees. The note bears interest at the prime rate plus 4.00% (the Interest Rate”) (7.00% as of September 30, 2018) and provides for a floor rate of 4.50% with a default rate of 3.00% plus the Interest Rate. In addition, the note provides for an initial factoring fee of 0.415% with an annual per day fee of $950.

7. Long-term Debt and Related Party Transactions

Total debt as of December 31, 2017 and 2016, consisted of the following:

	2017			2016

Opus Bank	$	-		$	25,238,149
Silicon Valley Bank		1,101,602			-
Vendor note		431,378			798,044
Related parties		6,460,000			1,500,000
Interest accrued as debt		184,816			1,612,986
Less: unamortized issuance costs and discount		(16,950	)		(423,679	)

Debt, total	$	8,160,846		$	28,725,500

Less: current portion		(6,210,000	)		(27,075,500	)

Debt, non-current portion	$	1,950,846		$	1,650,000

As of December 31, 2017, scheduled principal payments of long-term debt, including debt with related parties, were $1,967,797 and $6,210,000 in the years ending December 31, 2018 and 2019, respectively.

Opus Bank

The Company had a term note, an asset-based loan, and a revolving line of credit with Opus Bank as of December 31, 2016. As of December 31, 2016 the Company was in default on this debt. On June 29, 2017, the Company signed a payoff letter with Opus Bank wherein all outstanding amounts at that date were forgiven in exchange for a one-time payment of $1,350,000. The Company made the payment and recognized gain on extinguishment of debt of $26,076,301 as a result of the debt forgiveness, which is included as gain on forgiveness of debt in the accompanying 2017 statement of comprehensive income. All material interest expense reflected in the accompanying statements of operations and comprehensive income (loss) relates to the Opus Bank debt.

Unamortized debt issuance costs and debt discount related to the Opus Bank debt totaled $423,679 as of December 31, 2016. All remaining unamortized amounts were written off on June 29, 2017 in conjunction with the payoff letter described above.

Silicon Valley Bank

On September 9, 2017, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) which provides for a revolving line of credit with an interest rate equal to the Prime Rate plus 3.00% (or plus 5.00% in the event of default), a borrowing limit of $2,500,000, and a cash collateral account with SVB of $100,000. As of December 31, 2017, the interest rate was 7.50%. The SVB debt has a maturity date of September 6, 2018.

The SVB debt includes various financial and nonfinancial covenants, including a liquidity ratio and a minimum quarterly adjusted EBITDA ratio, as defined in the agreement. The Company was out of compliance with these covenants at December 31, 2017 and this debt is classified as a current liability.

Debt issuance costs of $16,950 at December 31, 2017 relate to the SVB debt.

Vendor Note

On July 1, 2016 the Company entered into a promissory note with a vendor to settle outstanding accounts payable to that vendor. The note had a beginning principal balance of $983,063 (reduced to $851,946 via amendment on August 10, 2016) and bears interest at 2% per annum simple interest on the principal amount only.

Loans Payable to Related Parties

On February 15, 2017 the Company entered into a loan agreement with an entity controlled by a significant shareholder of the Company. The loan provides for advances based on the terms of the loan document and interest of 1% per annum. The loan matures on February 15, 2019. As of December 31, 2017 and 2016, respectively, outstanding principal was $6,210,000 and $1,250,000.

The Company also had a note payable directly to the same significant shareholder. This $225,000 note was dated August 11, 2015, bears interest at 20% per annum, and is due and payable upon demand since the maturity date of November 12, 2015.

The Company also has a note payable with a different related party. This $25,000 note was dated August 28, 2015, bears interest at 20% per annum, and is due and payable upon demand since the maturity date of November 12, 2015.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Income Taxes

9. Income Taxes

The provision for income taxes in interim periods is computed by applying an estimated annual effective tax rate against earnings before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur.

During the nine months ended September 30, 2018 a tax benefit of $59,959 was recorded primarily due to a discrete adjustment for return to provision adjustments. During the nine months ended September 30, 2017 a tax expense of $134,680 was recorded based on the annual effective tax rate as adjusted for discrete adjustment for return to provision adjustments. As of December 31, 2017 income tax payable of $355,063 was recognized on the balance sheet as a result of the alternative minimum tax payable.

The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on available evidence, realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considered projected future taxable income, tax planning strategies, and reversal of taxable temporary differences in making this assessment. As such, the Company has determined that a full valuation allowance against its deferred tax assets is required as of September 30, 2018 and December 31, 2017. The gross deferred tax assets and liabilities as of December 31, 2017 were $7,879,591 and $181,233, respectively, for which a valuation allowance was recorded against its net deferred tax assets.

There were no unrecognized tax benefits as of September 30, 2018 and December 31, 2017.

8. Income Taxes

The Company’s regular taxable income for both the year ended December 31, 2017 and 2016 was fully offset by the utilization of net operating loss carryforwards that reduced the Company’s regular taxable income to zero. $355,063 of income tax payable and income tax expense was recognized in the accompanying consolidated financial statements as of and for the year ended December 31, 2017 as a result of Alternative Minimum Tax payable for that year.

Total gross deferred tax assets as of December 31, 2017 and 2016 were $7,879,591 and $18,339,141, respectively. Total gross deferred tax liabilities as of December 31, 2017 and 2016 were $181,233 and $2,625, respectively. The most significant component of deferred tax assets are Federal and state net operating loss carryforwards, R&D tax credits, foreign tax credits, and temporary differences arising from internal-use software capitalization.

There were no unrecognized tax benefits as of December 31, 2017 or 2016.

As of December 31, 2017, the Company has remaining Federal and state net operating loss carryforwards of approximately $8,177,342 and $25,597,175, respectively. The Federal loss carryforward begins to expire in 2025 and the state carryforwards begin to expire in 2026.

Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (“Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or tax credits to offset future taxable income. The Company performed a Section 382 analysis based on an ownership change that occurred on February 18, 2015 and concluded that there are limitations on the utilization of the Company’s net operating loss carryforwards under Section 382. The study concluded that from a total of $126,550,309 net operating losses available as of February 18, 2015, $123,834,356 will expire under the rules of Section 382.

The Company has assessed its ability to realize its deferred tax assets as of December 31, 2017 and 2016. Despite the Company recording net income in the year ended December 31, 2017, based on a history of losses and uncertainties surrounding the Company’s ability to generate future taxable income to realize these deferred tax assets, the Company has determined it is more-likely-than-not that the net deferred tax assets are not fully realizable as of December 31, 2017 or 2016, and therefore a full valuation allowance has been recorded. The valuation allowance decreased by $9,230,405 and $27,009,831 during the years ended December 31, 2017 and 2016, respectively. The total valuation allowance was $9,262,471 and $18,336,516 at December 31, 2017 and 2016, respectively.

In December 2017, the Tax Cuts and Jobs Act (the “2017 Act) was enacted. The 2017 Tax Act includes a number of changes to existing U.S. tax laws that impact the company, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017 as well as prospective changes beginning in 2018, including additional limitations on executive compensation, limitations on the deductibility of interest and capitalization of research and development expenditures.

The company recognized the income tax effects of the 2017 Tax Act in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the 2017 Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740 is complete and provisional amounts for those specific income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740 is incomplete but a reasonable estimate could be determined.

Reduction of the U.S. Corporate Income Tax Rate

The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, the Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from the highest graduated tax 35 percent to a 21 percent flat tax, resulting in a net decrease of $5,151,431 in the gross deferred tax assets for the year ended December 31, 2017.

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Subsequent Events

10. Subsequent Events

Merger

On October 12, 2018, a Definitive Agreement was entered into (including an amendment on October 17, 2018) where the Company and the Maven executed an Agreement and Plan of Merger (the “Merger Agreement”). After the Definitive Agreement was executed, certain payments required under the Merger Agreement were considered for the benefit of the acquiree and accounted for as part of the acquisition transaction. The Company received $3,695,054 of advances as of September 30, 2018 which were considered advances under the Merger Agreement. Advances totaling $1,166,556 as of September 30, 2018 were recognized as forgiveness of promissory notes in the subsequent period upon consummation of the Merger (as described below).

On December 12, 2018, pursuant to the terms of the Merger Agreement the Company consummated the merger with SM Acquisition Co., Inc. (“SMAC”), a wholly-owned subsidiary of the Maven, in which SMAC merged with and into the Company with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of the Maven (the “Merger”).

In connection with the consummation of the Merger, the Maven paid (i) $6,703,653 to a creditor of the Company, (ii) $250,000 for a transaction bonus to a designated employee of the Company, (iii) $505,246 to the Company’s legal counsel for legal fees and expenses ($450,000 was part of the Merger Advances), and (iv) $2,078,498 for certain payments pursuant to the Merger Advances. The Maven also issued a total of 2,000,000 shares of its restricted common stock, subject to vesting, to certain key personnel of the Company who agreed to continue their employment with the Company. Furthermore, under the terms of the Merger Agreement, the Maven issued 5,500,000 shares of its common stock to the former holders of the Company’s Series Alpha Preferred Stock.

On January 6, 2020 Say Media, Inc. amended its certificate of incorporation to change its name to Maven Coalition, Inc.

The Company performed an evaluation of subsequent events through the date of filing of these financial statements, and other than the aforementioned matter(s), there were no material subsequent events which affected, or could affect, the amounts or disclosures in the financial statements.

The unaudited pro forma condensed combined financial information presented below is based on, and should be read in conjunction with (1) TheMaven, Inc. (the “Company”) historical consolidated financial statements, and the related notes thereto, included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, (2) Say Media, Inc. (“Say Media”) historical financial statements, and the related notes thereto, included in this Form 8-K/A, and (3) HubPages, Inc. (“HubPages”) historical financial statements, and related notes thereto, included in Form 8-K/A report dated August 23, 2018 filed on January 27, 2020 with the SEC.

The unaudited pro forma condensed combined balance sheet of the Company assumes that the acquisition of Say Media occurred on September 30, 2018 and combines the historical balance sheets of the Company and Say Media as of September 30, 2018. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and for the nine months ended September 30, 2018 assume that the acquisition of Say Media and HubPages occurred on January 1, 2017 and combines the historical results of operations of the Company, Say Media, and HubPages for the year ended December 31, 2017 and the nine months ended September 30, 2018.

The unaudited pro forma condensed combined financial information presented herein is derived from, and should be read in conjunction with: (1) the consolidated financial statements of the Company for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on May 5, 2018 with the SEC; (2) the unaudited condensed consolidated financial statements of the Company for the nine months ended September 30, 2018 and 2017 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 filed on May 18, 2020 with the SEC; (3) the audited financial statements of Say Media as of and for the two years ended December 31, 2017 and 2016 included herein; (4) the unaudited condensed financial statements of Say Media for the nine months ended September 30, 2018 and 2017 included herein; (5) the audited financial statements of HubPages as of and for the two years ended December 31, 2017 and 2016 included in Form 8-K/A report dated August 23, 2018 filed on January 27, 2020 with the SEC; and (6) the unaudited condensed financial statements of HubPages for the six months ended June 30, 2018 and 2017 included in Form 8-K/A report dated August 23, 2018 filed on January 27, 2020 with the SEC.

The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisitions, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results of operations. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company.

The unaudited pro forma condensed combined financial statements do not reflect the realization of potential cost savings, or any related restructuring or integration costs that may result from the integration of Say Media or HubPages. Although the Company believes that certain cost savings may result from the acquisitions, there can be no assurance that these cost savings will be achieved.

The unaudited pro forma condensed combined financial statements are based on estimates and assumptions, are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized if the acquisitions had been completed as of the dates indicated.

9. Subsequent Events

The Company has evaluated subsequent events through August 17, 2018, which is the date the consolidated financial statements were available to be issued, and did not identify any items that would require adjustment of the consolidated financial statements or additional disclosure, beyond those items identified below.

On March 9, 2018, the company entered an account sale and purchase with Sallyport Commercial Finance, LLC to increase working capital through accounts receivable factoring for 12 months with a $3,500,000 maximum facility limit. The combined interest and factoring fee rate under the agreement is 7.00% plus the greater of 4.50% or the prime rate.

On March 12, 2018, the company paid off the loan with Silicon Valley Bank in total in exchange for a payment of $846,767.

On August 4, 2018, theMaven, Inc., and the Company entered into an Amended & Restated Asset Purchase Agreement (the “APA”), pursuant to which theMaven plans to acquire substantially all of the assets of the Company and assume certain liabilities of the Company (the “Acquisition”).

Pursuant to the APA, theMaven shall (i) pay to the Company $5,887,072 in cash consideration at closing, up to $1,250,000 of which shall be paid by cancelling (x) a $1,000,000 Promissory Note of the Company dated March 26, 2018 previously issued to theMaven and (y) a $250,000 Promissory Note of the Company dated July 23, 2018 previously issued to theMaven, (ii) issue to the Company a secured promissory note in the principal amount of $7,434,003, due on December 10, 2018 (the “Note”), (iii) issue (A) 1,840,000 restricted shares of common stock of theMaven to the Company and (B) 160,000 restricted shares of common stock of theMaven, plus that number of convertible securities equal to $350,000 divided by the lowest price per share paid in theMaven’s then most recent equity financing, to Say What, LLC (“Say What”), in partial satisfaction of certain senior promissory notes issued by the Company to Say What, (iv) pay the Company’s legal fees and expenses in connection with the transaction, up to $250,000, (v) on or before October 15, 2018, deliver a Letter of Credit to the Company as partial security for theMaven’s obligations under the Note, (vi) reimburse the Company for its legal, accounting and other costs incurred in connection with the winding down and dissolution of the Company, in an aggregate amount not to exceed $300,000, and (vii) issue to certain employees and consultants of the Company who will continue to be service providers of theMaven, a further 2,000,000 restricted shares of Common Stock of theMaven.

The APA contains typical representations and warranties by the Company about its business, operations and financial condition. Consummation of the Acquisition is subject to certain customary closing conditions. TheMaven will have to obtain financing for the Letter of Credit in October 2018 and for the repayment of the Note in December 2018, and there can be no assurance that theMaven will be able to obtain the necessary funds on terms acceptable to it or at all.

Subject to the satisfaction or waiver of all closing conditions, theMaven expects to consummate the Acquisition by August 20, 2018. Should theMaven not be able to consummate the Merger by August 20, 2018 due to its inability to obtain the funds necessary to pay the requisite consideration, and the Company terminates the APA, theMaven shall be obligated to terminate the $1,250,000 Promissory Notes due to theMaven.

Summary of Significant Accounting Policies (Policies) - SayMedia, Inc [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

Basis of Accounting and Presentation

Basis of Accounting and Presentation

The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

Concentrations of Risks

Concentrations of Risks

Accounts Receivable

Accounts Receivable

The Company records accounts receivable at the invoiced amount and does not charge interest. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The Company reviews accounts receivable for amounts that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations and historical credits issued. The allowance for doubtful accounts was $60,000 and $93,000 at December 31, 2017 and 2016, respectively.

Property and equipment

Property and Equipment

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows:

Computer equipment and purchased software	3 years
Leasehold improvements	Lesser of useful life or lease term
Furniture and fixtures	3 years

Property and equipment

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows as of December 31, 2017 and 2016:

Asset type		Useful life

Computer equipment and purchased software		3 years
Leasehold improvements		Lesser of useful life or lease terms
Furniture and fixtures		3 years

Internal-Use Software

Internal-Use Software

Capitalized software costs are amortized on a straight-line basis over two years, which is the estimated useful life of the related asset.

Internal-Use Software

Capitalized software development costs are amortized on a straight-line basis over two years, which is the estimated useful life of the related asset.

Revenue Recognition

Revenue Recognition

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligor to its customers and is responsible for (i) identifying and contracting with third-party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

Service Costs

Service Costs

Advertising and Promotion Expense

Advertising and Promotion Expense

Fair Value Measurements

Fair Value Measurements

Level 1 – Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Income Taxes

Income Taxes

Stock-Based Compensation

Stock-Based Compensation

Goodwill

Goodwill

The amount of goodwill that is deductible for tax purposes is $3,700,000 as of December 31, 2017.

Foreign Currency Translation

Foreign Currency Translation

Defined Contribution Retirement Plan

Defined Contribution Retirement Plan

Gain on Settlement of Accounts Payable

Gain on Settlement of Accounts Payable

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Schedule of Estimated Useful life of Property and Equipment

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows:

Computer equipment and purchased software	3 years
Leasehold improvements	Lesser of useful life or lease term
Furniture and fixtures	3 years

Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives as follows as of December 31, 2017 and 2016:

Asset type		Useful life

Computer equipment and purchased software		3 years
Leasehold improvements		Lesser of useful life or lease terms
Furniture and fixtures		3 years

Internal-Use Software (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Schedule of Internal-Use Software

The balance of internal-use software consisted of the following as of September 30, 2018 and December 31, 2017:

	2018			2017
Internal-use software	$	8,900,743		$	7,699,792
Less accumulated amortization		(7,277,301	)		(6,213,883	)
Internal-use software, net	$	1,623,442		$	1,485,909

The balance of internal-use software consisted of the following as of December 31:

	2017			2016

Internal-use software	$	7,699,792		$	5,867,534
Less: accumulated amortization		(6,213,883	)		(5,074,087	)

Internal-Use Software, net	$	1,485,909		$	793,447

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Schedule of Estimated Future Minimum Lease Rental Payments

The estimated future minimum rental payments required under the Company’s operating leases as of September 30, 2018 are as follows for the periods ending December 31:

2018 (remainder of year)	$	40,313
2019		163,125
2020		82,500
Total	$	285,938

The estimated future minimum rental payments required under the Company’s operating leases as of December 31, 2017 are as follows for the years ending December 31:

2018	$	159,375
2019		163,125
2020		82,500

Total	$	405,000

Stock-Based Compensation (Tables) - SayMedia, Inc [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

Schedule of Estimated Weighted Average Assumptions

During the nine months ended September 30, 2018 and 2017 the assumptions used in the Black-Scholes option-pricing model for options granted during the period were as follows:

	2018			2017
Volatility		48.75	%		75.0	%
Expected dividends		0.0	%		0.0	%
Expected terms (in years)		6.03			6.02
Risk-free interest rate		2.69	%		2.12	%

The fair value of the Company’s stock-based awards to employees during the years ended December 31, 2017 and 2016, was estimated using the following weighted-average assumptions:

	2017			2016
Volatility		75.0	%		102.9	%
Expected dividends		None			None
Expected term (in years)		6.02			6.02
Risk-free interest rate		2.12	%		1.53	%
Exercise price	$	0.04		$	0.02
Grant date fair value of options granted	$	0.03		$	0.01

Summary of Stock Option Activity

A summary of stock option activity during the nine months ended September 30, 2018 is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Stock options outstanding at January 1, 2018		18,490,918		$	0.27
Granted		854,496			0.05
Exercised		(9,375	)		0.02
Forfeited		(1,234,026	)		0.05
Stock options outstanding at September 30, 2018		18,102,013			0.28		7.11
Stock options exercisable at September 30, 2018		15,619,036			0.32		6.83

The following table summarizes information about stock option activity for the year ended December 31, 2017:

	Outstanding Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term in Years

Balance, January 1, 2017		16,896,914		$	0.30		8.44
Granted		3,247,760		$	0.04
Exercised		(30,000	)	$	0.02
Forfeited		(1,622,800	)	$	0.11
Expired		(956	)	$	23.30

Balance, December 31, 2017		18,490,918		$	0.27		7.86

Exercisable, December 31, 2017		14,180,851		$	0.34		7.49

Long-Term Debt and Loans Payable to Related Parties (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2018

Dec. 31, 2017

SayMedia, Inc [Member]

Schedule of Long-term Debt and Loans Payable

Long-term debt and loans payable to related parties consisted of the following as of September 30, 2018 and December 31, 2017:

	2018			2017
Bank note	$	-		$	1,101,602
Vendor note		131,378			431,378
Loans payable to related parties		7,037,868			6,460,000
Factoring note		902,270			-
Interest and fees accrued as debt		35,859			184,816
Less: unamortized issuance costs and discount		(11,667	)		(16,950	)
Debt, total		8,095,708			8,160,846
Less: current portion		(8,095,708	)		(1,950,846	)
Debt, non-current portion	$	-		$	6,210,000

Total debt as of December 31, 2017 and 2016, consisted of the following:

	2017			2016

Opus Bank	$	-		$	25,238,149
Silicon Valley Bank		1,101,602			-
Vendor note		431,378			798,044
Related parties		6,460,000			1,500,000
Interest accrued as debt		184,816			1,612,986
Less: unamortized issuance costs and discount		(16,950	)		(423,679	)

Debt, total	$	8,160,846		$	28,725,500

Less: current portion		(6,210,000	)		(27,075,500	)

Debt, non-current portion	$	1,950,846		$	1,650,000

Summary of Significant Accounting Policies (Details Narrative) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Advertising and promotion expense	$ 15,879	$ 16,077	$ 34,105	$ 43,542
Gain (loss) on foreign currency translation	13,480	856	51,000	132,000
Gain on settlements of accounts payable	76,518	$ 494,843	494,843	$ 3,664,752
Accounts Receivable [Member]
Allowance for doubtful accounts	$ 57,913		$ 60,000
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Three Customers [Member]
Concentration risk percentage	40.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Two Customers [Member]
Concentration risk percentage			38.00%
Customer Concentration Risk [Member] \| Revenue [Member] \| One Customers [Member]
Concentration risk percentage	28.00%
Customer Concentration Risk [Member] \| Revenue [Member] \| Two Customers [Member]
Concentration risk percentage		30.00%

Summary of Significant Accounting Policies (Details Narrative) (10-K) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts			$ 60,000	$ 93,000
Advertising and promotion expense	$ 15,879	$ 16,077	34,105	43,542
Goodwill, deductible for tax purposes			3,700,000
Gain (loss) on foreign currency translation	13,480	856	51,000	132,000
Gain on settlements of accounts payable	$ 76,518	$ 494,843	494,843	3,664,752
Internal-Use Software [Member]
Impairment of capitalized costs			1,792,000	835,000
Amortization of intangible asset			$ 1,040,000	$ 1,086,000
Estimated useful life			2 years
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Eight Customers [Member]
Concentrations of risk			50.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Six Customers [Member]
Concentrations of risk				53.00%
Customer Concentration Risk [Member] \| Revenue [Member] \| Eight Customers [Member]
Concentrations of risk				53.00%
Customer Concentration Risk [Member] \| Revenue [Member] \| Seven Customers [Member]
Concentrations of risk			51.00%

Summary of Significant Accounting Policies - Schedule of Estimated Useful life of Property and Equipment (Details) - SayMedia, Inc [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Computer Equipment and Purchased Software [Member]
Property, plant and equipment, useful life	3 years	3 years	3 years
Leasehold Improvements [Member]
Property, plant and equipment, useful life, description	Lesser of useful life or lease term	Lesser of useful life or lease term	Lesser of useful life or lease term
Furniture and Fixtures [Member]
Property, plant and equipment, useful life	3 years	3 years	3 years

Internal-Use Software (Details Narrative) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Capitalized costs of internal-use-software	$ 1,200,951	$ 1,344,034
Amortization expenses	$ 1,063,418	$ 810,824	$ 1,139,796	$ 1,085,717

Internal-Use Software - Schedule of Internal-Use Software (Details) - SayMedia, Inc [Member] - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Internal-use software	$ 8,900,743	$ 7,699,792	$ 5,867,534
Less: accumulated amortization	(7,277,301)	(6,213,883)	(5,074,087)
Internal-use Software, net	$ 1,623,442	$ 1,485,909	$ 793,447

Commitments and Contingencies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
SayMedia, Inc [Member]
Lease rent expense	$ 298,685	$ 354,979

Commitments and Contingencies (Details Narrative) (10-K) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
SayMedia, Inc [Member]
Operating lease, rent expense	$ 554,741	$ 929,258

Commitments and Contingencies - Schedule of Estimated Future Minimum Lease Rental Payments (Details) - SayMedia, Inc [Member] - USD ($)	Dec. 31, 2018	Dec. 31, 2017
2018 (remainder of year)	$ 40,313
2018		$ 159,375
2019	163,125	163,125
2020	82,500	82,500
Total	$ 285,938	$ 405,000

Stockholders' Equity and Rights and Preferences (Details Narrative) - SayMedia, Inc [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Number of shares authorized	230,000,000		230,000,000
Common stock, shares authorized	160,000,000		160,000,000	160,000,000
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized	70,000,000		70,000,000	70,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Dividend payable, per share	0.006137		0.006137
Liquidation of common stock, per share	$ 0.2301384		$ 0.2301384
Conversion of common stock ratio	Common stock at a rate of 50:1	Common stock at a rate of 50:1

Stockholders' Equity and Rights and Preferences (Details Narrative) (10-K) - SayMedia, Inc [Member] - USD ($)			9 Months Ended	12 Months Ended
	Jul. 25, 2015	Feb. 18, 2015	Sep. 30, 2018	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Number of shares authorized			230,000,000		230,000,000
Common stock, shares authorized			160,000,000		160,000,000	160,000,000
Common stock, par value			$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized			70,000,000		70,000,000	70,000,000
Preferred stock, par value			$ 0.0001		$ 0.0001	$ 0.0001
Conversion of common stock ratio			Common stock at a rate of 50:1	Common stock at a rate of 50:1
Number of shares converted during period				19,107,374
Dividend payable, per share			$ 0.006137		0.006137
Liquidation of common stock, per share			$ 0.2301384		$ 0.2301384
Accredited Investor [Member]
Number of shares issued during period, shares	9,776,724	66,091,416
Shares issued price per share	$ 0.0767	$ 0.0767
Proceeds from issuance of preferred stock	$ 750,000	$ 5,070,000

Stock-Based Compensation (Details Narrative) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Number of stock options granted during period	854,496		3,247,760
Stock-based compensation	$ 62,049	$ 57,751	$ 74,707	$ (76,504)
Stock option, outstanding	18,102,013		18,490,918	16,896,914
Weighted average period years			8 years 5 months 9 days
2015 Stock Option Plan [Member]
Number of stock options granted during period	62,521,252		62,521,252
Stock-based compensation	$ 62,049	$ 57,751	$ 74,707	$ 237,678
Stock option, outstanding	2,482,977
Unrecognized compensation cost	$ 15,536		$ 71,599
Weighted average period years	2 years 5 months 9 days		4 years

Stock-Based Compensation (Details Narrative) (10-K) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Number of stock options granted during period	854,496		3,247,760
Stock-based compensation	$ 62,049	$ 57,751	$ 74,707	$ (76,504)
Weighted average period years			8 years 5 months 9 days
2015 Stock Option Plan [Member]
Number of stock options granted during period	62,521,252		62,521,252
Stock-based compensation	$ 62,049	$ 57,751	$ 74,707	$ 237,678
Unrecognized compensation cost	$ 15,536		$ 71,599
Weighted average period years	2 years 5 months 9 days		4 years

Stock-based Compensation - Schedule of Estimated Weighted Average Assumptions (Details) (10-K) - SayMedia, Inc [Member] - 2015 Stock Option Plan [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Volatility	48.75%	75.00%	102.90%
Expected dividend yield	0.00%	0.00%	0.00%
Expected terms (in years)	6 years 11 days	6 years 7 days	6 years 7 days
Risk-free interest rate	2.69%	2.12%	1.53%
Exercise price		$ 0.04	$ 0.02
Grant date fair value of options granted		$ 0.03	$ 0.01

Stock-Based Compensation - Summary of Stock Option Activity (Details) - SayMedia, Inc [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Number of Shares Stock options outstanding, beginning balance	18,490,918	16,896,914
Number of Shares, Granted	854,496	3,247,760
Number of Shares, Exercised	(9,375)	(30,000)
Number of Shares, Forfeited	(1,234,026)	(1,622,800)
Number of Shares, Expired		(956)
Number of Shares Stock options outstanding, ending balance	18,102,013	18,490,918
Number of Shares Stock options, exercisable	15,619,036	14,180,851
Weighted Average Exercise Price Stock options outstanding, beginning balance	$ 0.27	$ 0.30
Weighted Average Exercise Price, Granted	0.05	0.04
Weighted Average Exercise Price, Exercised	0.02	0.02
Weighted Average Exercise Price, Forfeited	0.05	0.11
Weighted Average Exercise Price, Expired		23.30
Weighted Average Exercise Price Stock options outstanding, ending balance	0.28	0.27
Weighted Average Exercise Price Stock, exercisable	$ 0.32	$ 0.34
Weighted Average Remaining Contractual Life (in Years), Stock options outstanding, beginning balance		8 years 5 months 9 days
Weighted Average Remaining Contractual Life (in Years), Stock options outstanding, ending balance	7 years 1 month 9 days	7 years 10 months 10 days
Weighted Average Remaining Contractual Life (in Years), Stock options, exercisable	6 years 9 months 29 days	7 years 5 months 27 days

Promissory Notes Payable (Details Narrative) - SayMedia, Inc [Member] - USD ($)	Nov. 30, 2018	Sep. 30, 2018	Aug. 21, 2018	Jul. 23, 2018	Mar. 26, 2018	Sep. 09, 2017
Debt instrument, interest rate						5.00%
Secured Promissory Note [Member]
Due to related party debt					$ 1,000,000
Debt instrument, interest rate					5.00%
Secured promissory note, principal amount		$ 2,108,307	$ 322,363	$ 250,000
Promissory notes payble		$ 3,695,054
Secured Promissory Note [Member] \| Subsequent Event [Member]
Secured promissory note, principal amount	$ 4,322,165

Long-Term Debt and Loans Payable to Related Parties (Details Narrative) - SayMedia, Inc [Member] - USD ($)								9 Months Ended		12 Months Ended
	Mar. 09, 2018	Sep. 09, 2017	Jun. 29, 2017	Feb. 15, 2017	Jul. 02, 2016	Aug. 28, 2015	Aug. 11, 2015	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Aug. 10, 2016
Debt instrument, interest rate		5.00%
Line of credit maximum borrowing capacity		$ 2,500,000
Line of credit, cash collateral		$ 100,000
Line of credit facility, description		The note payable to bank had a maturity date of September 6, 2018 and was repaid on March 12, 2018.
Exchange, one time payment			$ 1,350,000
Gain on extinguishment of debt			$ 26,076,301						$ 26,076,301	$ 26,076,301
Prime Rate [Member]
Debt instrument, interest rate		3.00%
Line of credit, interest rate description										Interest rate was 7.50%. The SVB debt has a maturity date of September 6, 2018.
Shareholder [Member] \| Note Payable [Member]
Debt instrument, interest rate							20.00%
Debt instrument, face amount							$ 225,000
Debt instrument, description							Maturity date of November 12, 2015.
Related Party [Member] \| Note Payable [Member]
Debt instrument, interest rate						20.00%
Debt instrument, face amount						$ 25,000
Debt instrument, description						Maturity date of November 12, 2015.
Loan and Security Agreement [Member] \| Vendor [Member] \| Vendor Note [Member]
Debt instrument, interest rate												2.00%
Debt instrument, face amount					$ 983,063							$ 851,946
Debt instrument, description					The note was fully repaid during January 2019.
Long-Term Debt Agreement [Member] \| Shareholder [Member]
Debt instrument, interest rate				1.00%
Debt instrument, face amount								6,549,226		$ 6,210,000	$ 1,250,000
Debt instrument, description				The loan was repaid on December 12, 2018 in connection with the acquisition.
Factoring Note Agreement [Member]
Line of credit maximum borrowing capacity	$ 3,500,000
Line of credit, interest rate description	The facility provides for maximum borrowing up to 85% of the eligible accounts receivable (the "Advance Rate") and the Company may adjust the amount advances up or down at any time. In the event the finance company decreases the Advance Rate to less than 75% of eligible accounts received, the Company can terminate the note without any penalty fees. The note bears interest at the prime rate plus 4.00% (the Interest Rate") (7.00% as of September 30, 2018) and provides for a floor rate of 4.50% with a default rate of 3.00% plus the Interest Rate. In addition, the note provides for an initial factoring fee of 0.415% with an annual per day fee of $950.
December 31, 2018 [Member]
Long term debt with related parties								498,420
December 31, 2019 [Member]
Long term debt with related parties								$ 7,608,955

Long-Term Debt and Loans Payable to Related Parties (Details Narrative) (10-K) - SayMedia, Inc [Member] - USD ($)							9 Months Ended		12 Months Ended
	Sep. 09, 2017	Jun. 29, 2017	Feb. 15, 2017	Jul. 02, 2016	Aug. 28, 2015	Aug. 11, 2015	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Aug. 10, 2016
Exchange, one time payment		$ 1,350,000
Gain on extinguishment of debt		26,076,301						$ 26,076,301	$ 26,076,301
Debt instrument, interest rate	5.00%
Line of credit maximum borrowing capacity	$ 2,500,000
Line of credit, cash collateral	$ 100,000
Shareholder [Member] \| Note Payable [Member]
Debt instrument, interest rate						20.00%
Debt instrument, face amount						$ 225,000
Debt instrument, description						Maturity date of November 12, 2015.
Related Party [Member] \| Note Payable [Member]
Debt instrument, interest rate					20.00%
Debt instrument, face amount					$ 25,000
Debt instrument, description					Maturity date of November 12, 2015.
Loan and Security Agreement [Member] \| Vendor [Member] \| Vendor Note [Member]
Debt instrument, interest rate											2.00%
Debt instrument, face amount				$ 983,063							$ 851,946
Debt instrument, description				The note was fully repaid during January 2019.
Long-Term Debt Agreement [Member] \| Shareholder [Member]
Debt instrument, interest rate			1.00%
Debt instrument, face amount							$ 6,549,226		$ 6,210,000	$ 1,250,000
Debt instrument, description			The loan was repaid on December 12, 2018 in connection with the acquisition.
Prime Rate [Member]
Debt instrument, interest rate	3.00%
Line of credit, interest rate description									Interest rate was 7.50%. The SVB debt has a maturity date of September 6, 2018.
Opus Bank [Member]
Exchange, one time payment		1,350,000
Gain on extinguishment of debt		26,076,301
Unamortized discount debt issuance costs		$ 423,679
Silicon Valley Bank [Member]
Unamortized discount debt issuance costs									$ 16,950
December 31, 2018 [Member]
Repayments of debt									1,967,797
December 31, 2019 [Member]
Repayments of debt									$ 6,210,000

Long-Term Debt and Loans Payable to Related Parties - Schedule of Long-term Debt (Details) - SayMedia, Inc [Member] - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Unamortized issuance costs and discount	$ (11,667)	$ (16,950)	$ (423,679)
Debt, Total	8,095,708	8,160,846	28,725,500
Current portion	1,057,840	1,700,846	26,825,500
Debt, non-current portion		6,210,000	1,250,000
Bank Note [Member]
Debt, Total		1,101,602
Vendor Note [Member]
Debt, Total	131,378	431,378	798,044
Loans Payable to Related Parties [Member]
Debt, Total	7,037,868	6,460,000
Factoring Note [Member]
Debt, Total	902,270
Interest and Fees Accrued as Debt [Member]
Debt, Total	$ 35,859	$ 184,816	1,612,986
Opus Bank [Member]
Debt, Total			25,238,149
Silicon Valley Bank [Member]
Debt, Total
Related Parties [Member]
Debt, Total			$ 1,500,000

Income Taxes (Details Narrative) - SayMedia, Inc [Member] - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Tax benefit	$ 59,959	$ (134,680)	$ 355,063
Unrecognized tax benefits
Gross deferred tax assets			7,879,591	18,339,141
Gross deferred tax liabilities			$ 181,233	$ 2,625
Annual Effective Tax Rate [Member]
Tax benefit		$ 134,680

Income Taxes (Details Narrative) (10-K) - SayMedia, Inc [Member]	9 Months Ended		12 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Feb. 18, 2015 USD ($)
Provision for income taxes	$ 59,959	$ (134,680)	$ 355,063
Deferred tax assets, gross			7,879,591	18,339,141
Deferred tax liabilities, gross			181,233	2,625
Unrecognized tax benefits
Net operating loss carryforwards, federal			8,177,342
Net operating loss carryforwards, state			$ 25,597,175
Deferred tax assets, expiration			The Federal loss carryforward begins to expire in 2025 and the state carryforwards begin to expire in 2026.
Net operating loss carryforwards					$ 126,550,309
Income tax description			The study concluded that from a total of $126,550,309 net operating losses available as of February 18, 2015, $123,834,356 will expire under the rules of Section 382.
Decrease in valuation amount			$ 9,230,405	27,009,831
Deferred tax asset, valuation allowance			$ 9,262,471	$ 18,336,516
Tax cut and jobs act income tax rate percentage			0.21
US corporate income tax percentage			21.00%
Decrease in deferred tax assets, gross			$ 5,151,431

Subsequent Events (Details Narrative) - USD ($)		9 Months Ended		12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Dec. 12, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
SayMedia, Inc [Member]
Proceeds from promissory notes payable		$ 3,695,054
Payment to related parties			$ 160,000	$ 160,000
Merger Agreement [Member]
Proceeds from promissory notes payable		3,695,054
Due from related parties		$ 1,166,556
Merger Agreement [Member] \| Subsequent Event [Member] \| SayMedia, Inc [Member]
Due from related parties	$ 450,000
Payments to creditors	6,703,653
Payment on bonus	250,000
Legal fees	505,246
Payment to related parties	$ 2,078,498
Restricted stock award	2,000,000
Merger Agreement [Member] \| Subsequent Event [Member] \| SayMedia, Inc [Member] \| Maximum [Member]
Issuance of shares	5,500,000

Subsequent Events (Details Narrative) (10-K) - SayMedia, Inc [Member] - USD ($)	Dec. 10, 2018	Aug. 04, 2018	Mar. 12, 2018	Mar. 09, 2018	Aug. 20, 2018	Jul. 23, 2018	Mar. 26, 2018	Sep. 09, 2017
Maximum facility limit								$ 2,500,000
Amended & Restated Asset Purchase Agreement [Member]
Cash consideration		$ 5,887,072
Promissory note					$ 1,250,000	$ 250,000	$ 1,000,000
Restricted shares of common stock		1,840,000
Restricted stock award		160,000
Convertible securities		$ 350,000
Amended & Restated Asset Purchase Agreement [Member] \| Employees and Consultants [Member]
Restricted stock award		2,000,000
Amended & Restated Asset Purchase Agreement [Member] \| Maximum [Member]
Cash consideration		$ 1,250,000
Legal fees and expenses		250,000
Reimbursement of legal fees and expenses		$ 300,000
Silicon Valley Bank [Member]
Payment of loan			$ 846,767
Subsequent Event [Member] \| Amended & Restated Asset Purchase Agreement [Member]
Secured promissory notes	$ 7,434,003
Sallyport Commercial Finance, LLC [Member]
Maximum facility limit				$ 3,500,000
Factoring fee rate percentage				7.00%
Factoring fee rate description				The combined interest and factoring fee rate under the agreement is 7.00% plus the greater of 4.50% or the prime rate.