0001493152-21-000653 | 10-K | XBRL Viewer

Organization and Basis of Presentation

1. Organization and Basis of Presentation

Organization

TheMaven, Inc. (the “Maven” or “Company”), was incorporated in Nevada on July 22, 2016 (originally under the Amplify Media Network, Inc. (“Amplify”)). On October 11, 2016, the Company entered into a share exchange agreement with Integrated Surgical Systems, Inc. (“Integrated”), a Delaware corporation incorporated on October 1, 1990. On November 4, 2016, the parties consummated a recapitalization pursuant to the share exchange agreement where Amplify became a wholly-owned subsidiary of the Maven (formerly named Integrated) (as further described in Note 17). Integrated amended its certificate of incorporation to change its name to TheMaven, Inc. on December 2, 2016. Unless the context indicates otherwise, Maven, Maven Coalition, Inc., (“Coalition”), HubPages, Inc. (as described in Note 3) and Say Media, Inc. (as described in Note 3) are together hereinafter referred to as the “Company”).

Business Operations

The Company operates a technology platform empowering premium publishers who impact, inform, educate and entertain. The Maven technology platform provides digital publishing, distribution and monetization capabilities to its coalition of independent, professionally managed online media publishers (referred to as the “Channel Partner(s)” or the “Maven(s)”). Each Maven joins the coalition by invitation-only and is drawn from professional journalists, subject matter experts, group evangelists and social leaders. Mavens publish content and oversee an online community for their respective channels, leveraging a proprietary, socially driven, mobile-enabled, video-focused technology platform to engage niche audiences within a single network. Generally, Mavens are independently owned strategic partners who receive a share of revenue from the interaction with their content. When they join, Mavens benefit from the state-of-the-art technology of the Company’s platform, allowing them to dramatically upgrade performance. At the same time, advertising revenue is dramatically improved due to the scale the Company has achieved by combining all Mavens onto a single platform and the large and experienced sales organization. They also benefit from the Company’s membership marketing and management systems to further enhance their revenue. Additionally, the lead brand within each vertical creates a halo benefit for all Mavens in the vertical while each of them adds to the breadth and quality of content. While they benefit from these critical performance improvements they also save substantially in costs of technology, infrastructure, advertising sales and member marketing and management.

The Company’s growth strategy is to continue to expand the coalition by adding new Mavens in key verticals that management believes will expand the scale of unique users interacting on the Company’s technology platform. In each vertical, the Company seeks to build around a leading brand, surround it with subcategory Maven specialists and further enhance coverage with individual expert contributors. The primary means of expansion is adding Mavens as independent strategic partners. However, in some circumstances the Company will acquire entities that bring crucial technology that will enhance the platform or branded content providers that may serve as the cornerstone of an important vertical.

The Company’s common stock is traded on the Over-the-Counter Market under the symbol “MVEN”.

Going Concern

The Company performed an annual reporting period going concern assessment. Management is required to assess the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary if the Company was unable to continue as a going concern.

The Company has had a history of recurring losses. The Company’s recurring losses from operations and net capital deficiency have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. In part, the operating loss realized in fiscal 2018 was primarily a result of investments in people, infrastructure for the technology platform, and the operations rapidly expanding during fiscal 2018 with the acquisitions of HubPages and Say Media, along with continued costs based on the strategic growth plans in other verticals.

As reflected in the consolidated financial statements, the Company had revenues of $5,700,199 through December 31, 2018, and has experienced recurring net losses from operations, negative working capital, and negative operating cash flows. During the year ended December 31, 2018, the Company incurred a net loss attributable to common stockholders of $44,113,379, utilized cash in operating activities of $7,417,680, and as of December 31, 2018, had an accumulated deficit of $34,539,954. The Company has financed its working capital requirements since inception through the issuance of debt and equity securities.

In 2020, the Company has also been impacted by the COVID-19 pandemic. Many national governments and sports authorities around the world have made the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of COVID-19. In addition, many governments and businesses have limited non-essential work activity, furloughed, and/or terminated many employees and closed some operations and/or locations, all of which has had a negative impact on the economic environment. As a result of these factors, the Company has experienced a decline in traffic, advertising revenue, and earnings since early March 2020, due to the cancellation of high attendance sports events and the resulting decrease in traffic to the technology platform and advertising revenue. The Company has implemented cost reduction measures in an effort to offset its revenue and earnings declines, while experiencing increased cash flows by growth in digital subscriptions. The extent of the impact on the Company’s operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 pandemic, related group gathering and sports event advisories and restrictions, and the extent and effectiveness of containment actions taken, all of which remain uncertain at the time of issuance of the consolidated financial statements.

Management has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern. Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements. Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of December 31, 2020.

Management’s assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. The factors that the Company considered important in its going concern analysis, include, but are not limited to, its fiscal 2021 cash flow forecast and its fiscal 2021 operating budget. Management also considered the Company’s ability to refinance or repay its convertible debt through future equity and the impact of the recently implemented cost reduction measures, that offset revenue and earnings declines from COVID-19 pandemic. These factors consider information including, but not limited to, the Company’s financial condition, liquidity sources, obligations due within one year after the issuance date of the consolidated financial statements, the funds necessary to maintain operations and financial conditions, including negative financial trends or other indicators of possible financial difficulty.

In particular, the Company’s plan for the: (1) 2021 cash flow forecast, considered the use of our working capital line with FastPay (as described in Note 24) to fund changes in working capital, where it has available credit of approximately $8 million as of the issuance date of these consolidated financial statements, and that it does not anticipate the need for any further borrowings that are subject to the holders approval, from its 12% Amended Senior Secured Notes (as described in Note 24) where it may be permitted to borrow up to an additional $5 million; and (2) 2021 operating budget, considered that approximately sixty-five percent of the Company’s revenue is from recurring subscriptions, generally paid in advance, and that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew approximately thirty percent in 2020 demonstrating the strength of its premium brand, and the plan to continue to grow its subscription revenue from the 2019 acquisition of TheStreet (as described in Note 24) and to launch premium digital subscriptions from its Sports Illustrated licensed brands (as described in Note 24), in January 2021.

The Company has considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of December 31, 2020, and concluded that conditions and events considered in the aggregate, do not raise substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date.

Reclassifications

Certain comparative amounts as of and for the year ended December 31, 2017 have been reclassified to conform to the current period’s presentation. These reclassifications were immaterial, both individually and in the aggregate. These changes did not impact previously reported loss from operations or net loss.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of Maven and its wholly-owned subsidiaries, Coalition, and HubPages, Inc. (“HubPages”) a new wholly-owned subsidiary formed on March 13, 2018 and Say Media, Inc. (“Say Media”) a new wholly-owned subsidiary formed on September 6, 2018 to facilitate the acquisition transactions described in Note 3. Intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the local currencies (U.K. pounds sterling and Canadian dollar), as it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate. All assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currencies financial statements into U.S. dollars was immaterial for the year ended December 31, 2018, therefore, a foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows. Foreign currency transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income, net on the consolidated statements of operations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated useful lives; assumptions used in accruals for potential liabilities; fair value of assets acquired and liabilities assumed in the business acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived assets for impairment; determination of the fair value of stock based compensation and valuation of derivatives liabilities; and the assumptions used to calculate contingent liabilities, and realization of deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Actual results could differ from these estimates.

Risks and Uncertainties

The Company has a limited operating history and has not generated significant revenues to date. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

With the initial onset of COVID-19, the Company faced significant change in its advertisers buying behavior, where previous ad placements were canceled. The Company’s advertising revenue from Sports Illustrated was impacted as a result of sports authorities around the world making the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels. As a result of the Company’s advertising revenue declining in early 2020, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause a significant impact in the near term, that depend on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken.

Since August 2018, B. Riley FBR, Inc. (“B. Riley FBR”), a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly-traded financial services company (“B. Riley”), has been instrumental in providing investment banking services to the Company and in raising debt and equity capital for the Company. These services have included raising debt and equity capital to support: (i) the acquisitions of HubPages and Say Media (as described in Note 3); (ii) working capital financings with the sale of the 10% Convertible Debentures, 10% OID Convertible Debentures, and 12% Convertible Debentures (as described in Note 13); (iii) the Series H Preferred Stock financing (as described in Note 16); (iv) the sale of the 12% Senior Secured Notes and 12% Amended Senior Secured Notes (as described in Note 24); (v) subsequent acquisition of TheStreet, Inc. and licensing agreement with ABG-SI LLC (as described in Note 24); and (vi) subsequent equity capital for the sale of the Series H Preferred Stock, and sale of the Series I, J and K Preferred Stock (as described in Note 24).

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as the accounting standard for revenue recognition, which was effective as of January 1, 2017. Since the Company had not previously generated revenue from customers, the Company did not have to transition its accounting method from ASC 605, Revenue Recognition.

Revenues are recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company generates all of its revenue from contracts with customers. The Company accounts for revenue on a gross basis, as compared to a net basis, in its statement of operations. Cost of revenues is presented as a separate line item in the statement of operations. The Company has made this determination based on it taking the credit risk in its revenue-generating transactions and it also being the primary obligor responsible for providing the services to the customer.

The following is a description of the principal activities from which the Company generates revenue:

Advertising – The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with its various channels. The quantity of advertisements, the impression bid prices and revenue are reported on a real-time basis. The Company enters into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with its various channels. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. The Company owes its independent publisher Channel Partners a revenue share of the advertising revenue earned which is recorded as service costs in the same period in which the associated advertising revenue is recognized.

Membership Subscriptions – The Company enters into contracts with internet users that subscribe to premium content on the digital media channels. These contracts provide internet users with a membership subscription to access the premium content for a given period of time, which is generally one year. The Company recognizes revenue from each membership subscription over time based on a daily calculation of revenue during the reporting period. Subscriber payments are initially recorded as deferred revenue on the balance sheet. As the Company provides access to the premium content over the membership subscription term, the Company recognizes revenue and proportionately reduces the deferred revenue balance. The Company owes its independent publisher Channel Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs. The Company recognizes deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue is recognized.

Disaggregation of Revenue

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

	Years Ended December 31,
	2018		2017
Revenue by product line:
Advertising	$	5,614,953	$	62,777
Membership subscriptions		85,246		14,218
Total	$	5,700,199	$	76,995
Revenue by geographical market:
United States	$	5,700,199	$	76,995
Other		-		-
Total	$	5,700,199	$	76,995
Revenue by timing of recognition:
At point in time	$	5,614,953	$	62,777
Over time		85,246		14,218
Total	$	5,700,199	$	76,995

Cost of Revenue

Cost of revenue represents the cost of providing the Company’s digital media network channels and advertising and membership services. The cost of revenue that the Company has incurred in the periods presented primarily include: channel partner guarantees and revenue share payments; amortization of developed technology and platform development; hosting and bandwidth and software license fees; stock based compensation related to Channel Partner Warrants (as described below); programmatic advertising platform costs; payroll and related expenses of related personnel; fees paid for data analytics and to other outside service providers, and stock based compensation of related personnel.

Contract Balances

The following table provides information about contract balances:

	As of December 31, 2018						As of December 31, 2017
	Advertising		Memberships		Total		Advertising		Memberships		Total
Factor receivables	$	6,130,674	$	-	$	6,130,674	$	52,348	$	854	$	53,202
Short-term contract assets (contract fulfillment costs)		-		17,056		17,056		-		14,147		14,147
Short-term contract liabilities		325,863		70,544		396,407		-		31,437		31,437
Long-term contract liabilities		252,500		-		252,500		-		-		-

The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable are recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from membership subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Contract assets include contract fulfillment costs related to the revenue share to the Channel Partners, which are amortized to expense over the same period of the associated revenue. Contract liabilities include payments received in advance of performance under the contract and are recognized as revenue over time. The Company had no asset impairment charges related to contract assets during the years ended December 31, 2018 and 2017.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash – The Company maintains cash, cash equivalents, and restricted cash at a bank where amounts on deposit may exceed the Federal Deposit Insurance Corporation limit during the year. Cash and cash equivalents represent cash and highly liquid investments with an original contractual maturity at the date of purchase of three months. As of December 31, 2018 and 2017, cash and cash equivalents consist primarily of checking, savings deposits and money market accounts. These deposits exceeded federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. The following table reconciles total cash, cash equivalents, and restricted cash:

	As of December 31,
	2018		2017
Cash and cash equivalents	$	2,406,596	$	619,249
Restricted cash		120,693		3,000,000
Total cash, cash equivalents, and restricted cash	$	2,527,289	$	3,619,249

In January 2018, the Company raised pursuant to a private placement $3,000,000. The $3,000,000 was received by the Company prior to December 31, 2017 and was classified as restricted cash in the December 31, 2017 balance sheet and then subsequently reclassified to cash in January 2018 upon completion of the private placement. In addition, the $3,000,000 investment was classified as investor demand payable in the December 31, 2017 balance sheet and then subsequently reclassified to equity in January 2018 upon completion of the private placement.

Concentrations

Significant Customers – Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

Revenue from significant customers as a percentage of the Company’s total revenue are as follows:

	Years Ended December 31,
	2018			2017
Customer 1		35.5	%		-
Customer 2		14.8	%		-

Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows:

	As of December 31,
	2018			2017
Customer 1		16.8	%		-
Customer 2		-			-

Significant Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited and could impact profitability if the vendors fail to fulfill their obligations or if significant vendors were unable to renew existing contracts and the Company is not able to replace the related product or service at the same cost.

Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows:

	As of December 31,
	2018			2017
Vendor 1		29.4	%		-
Vendor 2		11.5	%		-

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statement of operations when realized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

Office equipment and computers			3 years
Furniture and fixtures			3 – 5 years

Platform Development

In accordance with authoritative guidance, the Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development is ready to commence. The Company places capitalized platform development assets into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use. Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in new or additional functionality.

The Company capitalizes internal labor costs, including payroll-based and stock based compensation, benefits and payroll taxes, that are incurred for certain capitalized platform development projects related to the Company’s technology platform. The Company’s policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor costs, is material.

Platform development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and is recorded in cost of revenues on the consolidated statements of operations.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting. The acquisition method of accounting requires that the purchase price, including the fair value of contingent consideration, of the acquisition be allocated to the assets acquired and liabilities assumed using the estimated fair values determined by management as of the acquisition date. Goodwill is measured as the excess of consideration transferred and the net fair values of the assets acquired and the liabilities assumed at the date of acquisition. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period, which may be up to one year from the acquisition date, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Additionally, the Company identifies acquisition-related contingent payments and determines their respective fair values as of the acquisition date, which are recorded as accrued liabilities on the consolidated balance sheets. Subsequent changes in fair value of contingent payments are recorded on the consolidated statements of operations. The Company expenses transaction costs related to the acquisition as incurred.

Intangible Assets

Intangibles with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated economic lives of the assets, which is five years. A finite lived intangible asset is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Trade name consists of trade names in affiliation with HubPages and Say Media. Intangibles with an indefinite useful life are not being amortized.

Long-Lived Assets

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

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative goodwill impairment test will be performed. The quantitative goodwill impairment test identifies goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of a reporting unit with its carrying amount. If the fair value exceeds the carrying amount, no further analysis is required; otherwise, any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.

Deferred Financing Costs and Discounts on Debt Obligations

Deferred financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt financing transactions, including legal fees and placement agent fees. Such costs are deferred and amortized over the term of the related debt. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized deferred financing costs are charged to operations.

Additional consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing information determined by consultants with the Company’s independent valuation firm. The fair value of warrants and derivatives is recorded as a reduction to the carrying amount of the related debt and is being amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the balance sheet. Upon the settlement or conversion of convertible debt into common stock, the pro rata portion of any related unamortized discount on debt is charged to operations.

Amortization of debt discount during the years ended December 31, 2018 and 2017, was $601,840 and none, respectively.

Liquidated Damages

Obligations with respect to Registration Rights Damages (as described below) and Public Information Failure Damages (as described below) (collectively the “Liquidated Damages” or in the context of subsequent events in Note 24 the “Liquidating Damages”) accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing is completed, and are subsequently reviewed at each quarter-end reporting date thereafter. When such quarterly review indicates that it is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet date based on the amount due of such obligation. The Company reviews and revises such estimates at each quarter-end date based on updated information.

Research and Development

Research and development costs are charged to operations in the period incurred. Research and development costs consist primarily of expenses incurred in the research and development of the Company’s technology platform in the preliminary project and post-implementation stages which include payroll and related expenses for personnel; costs incurred in developing conceptual formulation and determination of existence of needed technology; and stock based compensation of related personnel.

General and Administrative

General and administrative expenses consist primarily of payroll and related expenses for executive, sales, and administrative personnel; professional services, including accounting, legal and insurance; depreciation of office equipment, computers, and furniture and fixtures; facilities costs; conferences; other general corporate expenses; and stock based compensation of related personnel. Cost associated with the Company’s advertising are expensed as incurred and included within general and administrative expenses. During the years ended December 31, 2018 and 2017, the Company incurred advertising costs of $25,285 and $1,743, respectively, which comprised print, and digital advertising.

Derivative Financial Instruments

The Company accounts for freestanding contracts that are settled in a company’s own stock, including common stock warrants, to be designated as an equity instrument, generally as a liability. A contract so designated is carried at fair value on a company’s balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.

The Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations. The calculation of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period to period. The recognition of these derivative amounts does not have any impact on cash flows.

At the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital.

Fair Value of Financial Instruments

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

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

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

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

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

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

Preferred Stock

Preferred stock (the “Preferred Stock”) (as described in Note 16) is reported as a mezzanine obligation between liabilities and stockholders’ equity. If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date.

Stock Based Compensation

The Company provides stock based compensation in the form of (a) restricted stock awards to employees and directors, (b) stock option grants to employees, directors and consultants, and (c) common stock warrants to Channel Partners (refer to Channel Partner Warrants below).

The Company accounts for restricted stock awards and stock option grants to employees, directors and consultants by measuring the cost of services received in exchange for the stock based payments as compensation expense in the Company’s consolidated financial statements. Restricted stock awards and stock option grants to employees which are time-vested are measured at fair value on the grant date and charged to operations ratably over the vesting period. Restricted stock awards and stock option grants to employees which are performance-vested are measured at fair value on the grant date and charged to operations when the performance condition is satisfied.

The Company accounts for stock based payments to certain directors and consultants and its Channel Partners by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

The fair value of restricted stock awards which are time-vested is determined using the quoted market price of the Company’s common stock at the grant date. The fair value of restricted stock awards which provide for performance-vesting and a true-up provision (as described in Note 17) is determined through consultants with the Company’s independent valuation firm using the binomial pricing model at the grant date. The fair value of stock options granted and Channel Partner warrants granted as stock based payments are determined utilizing the Black-Scholes option-pricing model which is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option or warrants, as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock and is evaluated based upon market comparisons. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock.

The Company classifies stock based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s cash compensation costs are classified.

Channel Partner Warrants

On December 19, 2016, the Company’s Board approved up to 5,000,000 stock warrants to issue shares of the Company’s common stock to provide equity incentive to its Channel Partners (the “Channel Partner Warrants”) to motivate and reward them for their services to the Company and to align the interests of the Channel Partners with those of stockholders of the Company. On August 23, 2018, the Board approved a reduction of the number of warrant reserve shares from 5,000,000 to 2,000,000. The issuance of the Channel Partner Warrants is administered by management and approved by the Board.

The Channel Partner Warrants granted are subject to a performance condition which is generally based on the average number of unique visitors on the channel operated by the Channel Partner generated during the six-month period from the launch of the Channel Partner’s operations on Maven’s platform or the revenue generated during the period from issuance date through a specified end date. The Company recognizes expense for these equity-based payments as the services are received. The Company has specific objective criteria for determination of the period over which services are received and expense is recognized.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss carryforwards and temporary differences between financial statement bases of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in the income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment date of such rate change. A valuation allowance is recorded for loss carryforwards and other deferred tax assets when it is determined that it is more likely than not that such loss carryforwards and deferred tax assets will not be realized.

The Company follows accounting guidance that sets forth a threshold for financial statement recognition, measurement, and disclosure of a tax position taken or expected to be taken on a tax return. Such guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on technical merits of the position.

Income (Loss) per Common Share

Basic income or loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock is considered outstanding but is included in the computation of basic income (loss) per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic income (loss) per common share only when there are no circumstance under which those shares would not be issued. Diluted income per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive.

The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of common stock, from its calculation of net income (loss) per common share, as their effect would have been anti-dilutive.

	As of December 31,
	2018		2017
Series G Preferred Stock		188,791		98,698
Series H Preferred Stock		58,787,879		-
Indemnity shares of common stock		825,000		-
Unvested and forfeitable restricted stock awards		6,309,876		6,979,596
Financing Warrants		3,949,018		1,289,172
Channel Partner Warrants		1,017,141		1,303,832
Common stock options:
2016 Plan		9,405,541		2,176,637
Outside Options		2,414,000
Total		82,897,246		11,847,935

Adoption of Sequencing Policy

Under authoritative guidance, the Company adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. Information with respect to the issuance of dilutive and potentially dilutive instruments and authorized share increase subsequent to the date of these consolidated financial statements are provided in Note 24 under the heading Sequencing Policy.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. The Company began recognition of revenue from contracts with customers as a result of the launch of its network operations during the quarter beginning July 1, 2017; the Company had not previously generated revenues from customers prior to that date. The Company adopted the provisions of ASU 2014-09 in the quarter beginning July 1, 2017 using the modified retrospective approach, which requires that the Company apply the new guidance to all new contracts initiated on or after January 1, 2017. As the Company did not have any contracts which had remaining obligations as of the January 1, 2017 effective date, the Company was not required to record an adjustment to the opening balance of its retained earnings (accumulated deficit) account on such date. Under this method, the Company is not required to restate comparative periods in its financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). ASU 2016-18 addresses diversity in practice due to a lack of guidance on how to classify and present changes in restricted cash or restricted cash equivalents in the statement of cash flows. ASU 2016-18 does not define restricted cash and does not require any change in practice for what an entity reports as restricted cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in restricted cash or restricted cash equivalents, in addition to changes in cash and cash equivalents. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flows statement. ASU 2016-18 requires an entity to disclose information about the nature of the restrictions and amounts described as restricted cash and restricted cash equivalents. Further, when cash, cash equivalents, restricted cash, and restricted cash equivalents are presented in more than one line item on the balance sheet, an entity must reconcile these amounts to the total shown on the statement of cash flows, either in narrative or tabular format, and should be provided on the face of the cash flows statement or in the notes to the financial statements. The Company adopted the provisions of ASU 2016-18 in the quarter beginning January 1, 2018 which did not have a material impact on the statements of cash flows.

Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 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, 2018, including interim periods within those fiscal years. Accordingly, the Company intends to adopt the provisions of ASU 2016-02 in the quarter beginning January 1, 2019. The Company is in the final stages of evaluating its existing lease portfolio, including accumulating all of the necessary information required to properly account for leases under the new guidance. Based on the most recent assessment of existing leases, the adoption of Topic 842 will not result in a cumulative effect adjustment as of January 1, 2019 to retained earnings. Management is continuing to assess the values of the right-of-use assets and lease liabilities that will be included on the consolidated balance sheet as of January 1, 2019. Management does not expect the adoption of Topic 842 to have a material impact on the Company’s results of operations or cash flows.

In June 2016, the FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which introduces a new model for recognizing credit losses for certain financial instruments, including loans, accounts receivable and debt securities. The new model requires an estimate of expected credit losses over the life of exposure to be recorded through the establishment of an allowance account, which is presented as an offset to the related financial asset. The expected credit loss is recorded upon the initial recognition of the financial asset. The Company will adopt ASU 2016-13 as of the reporting period beginning January 1, 2020. The Company is currently evaluating the impact this update will have on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, that simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test. The Step 2 test requires an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value determined in Step 1. This update also eliminates the qualitative assessment requirements for a reporting unit with zero or negative carrying value. Prospective adoption is required and the Company will adopt ASU 2017-04 as of the reporting period beginning January 1, 2020. The Company is currently evaluating the impact this update will have on its consolidated financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“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 intends to adopt the provisions of ASU 2017-11 in the quarter beginning January 1, 2019. The Company has not completed its analysis of the impact that the adoption of ASU 2017-11 will have on the Company’s financial statement presentation or disclosures subsequent to adoption.

In June 2018, the FASB issued ASU 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. Accordingly, the Company intends to adopt the provisions of ASU 2018-07 in the quarter beginning January 1, 2019. The Company has completed its analysis of the impact that the adoption of ASU 2018-07 and it will not result in a cumulative effect adjustment upon adoption.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which updates various codification topics to simplify the accounting guidance for certain financial instruments with characteristics of liabilities and equity, with a specific focus on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted EPS computation for these instruments. ASU 2020-06 is effective for annual and interim reporting periods beginning after December 15, 2021, with early adoption permitted for annual and interim reporting periods beginning after December 15, 2020. The Company will adopt ASU 2020-06 as of the reporting period beginning January 1, 2021. The Company is currently evaluating the impact this update will have on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs, which clarifies that a reporting entity should assess whether a callable debt security purchased at a premium is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other costs. The Company will adopt ASU 2020-08 as of the reporting period beginning January 1, 2021. The Company is currently evaluating the impact this update will have on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company will adopt ASU 2020-10 as of the reporting period beginning January 1, 2021. The adoption of this update is not expected to have a material effect on the Company’s consolidated financial statements.

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.

Acquisitions

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

The Company uses the acquisition method of accounting which is based on ASC, Business Combinations (Topic 805), and uses the fair value concepts which requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Maven is the accounting acquirer and HubPages and Say Media merged with Maven’s wholly owned subsidiary HPAC and SMAC (as further described below), respectively. The consolidated financial statements of Maven for the period prior to the mergers are considered to be the historical financial statements of the Company.

HubPages, Inc.

On March 13, 2018, the Company and HubPages, together with HP Acquisition Co, Inc. (“HPAC”), a wholly-owned subsidiary of the Company incorporated in Delaware on March 13, 2018 in order to facilitate the acquisition of HubPages by the Company, entered into an Agreement and Plan of Merger, as amended (the “HubPages Merger Agreement”), pursuant to which HPAC would merge with and into HubPages, with HubPages continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of the Company (the “HubPages Merger”). On June 1, 2018, the parties to the Merger Agreement entered into an amendment (the “Amendment”), pursuant to which the parties agreed, among other things, that on or before June 15, 2018 the Company would (i) pay directly to counsel for HubPages the legal fees and expenses incurred by HubPages in connection with the transactions contemplated by the Merger Agreement as of the date of such payment (the “Counsel Payment”); and (ii) deposit into escrow the sum of (x) $5,000,000 minus (y) the amount of the Counsel Payment. On June 15, 2018, the Company made the requisite payment of $5,000,000 under the HubPages Merger Agreement.

On August 23, 2018, the Company acquired all the outstanding shares of HubPages, a Delaware corporation, for total cash consideration of $10,569,904, pursuant to the HubPages Merger. The results of operation of the acquired business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. The Company acquired HubPages to enhance the user’s experience by increasing content. HubPages is a digital media company that operates a network of 27 premium content channels that act as an open community for writers, explorers, knowledge seekers and conversation starters to connect in an interactive and informative online space. HubPages operates in the United States.

The Company paid cash consideration of $10,000,000 to the stockholders and holders of vested options of HubPages, including a $5,000,000 deposit paid on June 15, 2018, as well as additional cash consideration of $569,904, which consists of legal fees and costs incurred by HubPages, for total cash consideration of $10,569,904. The Company also issued a total of 2,399,997 shares of the Company’s common stock, subject to vesting and a true-up provision (as described in Note 17), to certain key personnel of HubPages who agreed to continue their employment with HubPages subsequent to the closing of the transaction. The shares issued are for post combination services (see Note 17).

The Company incurred $218,981 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. The acquisition related expenses were recorded in general and administrative expenses on the consolidated statements of operations.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below:

Cash	$	1,537,308
Current assets		50,788
Accounts receivable and unbilled receivables		1,033,080
Other assets		25,812
Developed technology		6,740,000
Trade name		268,000
Goodwill		1,857,663
Current liabilities		(851,114	)
Deferred tax liability		(91,633	)
Net assets acquired	$	10,569,904

The Company funded the closing of the HubPages Merger from the net proceeds from the Series H Preferred Stock financing (as described in Note 16).

The fair value of the intangible assets was determined as follows: developed technology was determined under the income approach; and trade name was determined by employing the relief from royalty approach. The useful life for the intangible assets is five years (5.0 years).

The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce that expands the Company’s expertise and synergies that are specific to the Company’s consolidated business and not available to market participants. No portion of the goodwill will be deductible for tax purposes.

Say Media, Inc.

On October 12, 2018, the Company, Say Media, a Delaware corporation, SM Acquisition Co., Inc. (“SMAC”), a Delaware corporation, which is a wholly-owned subsidiary of the Company incorporated on September 6, 2018 to facilitate a merger, and Matt Sanchez, solely in his capacity as a representative of the Say Media security holders, entered into an Agreement and Plan of Merger, which were amended October 17, 2018, (the “Say Media Merger Agreements”), pursuant to which SMAC will merge 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 “Say Media Merger”).

On December 12, 2018, the Company acquired all the outstanding shares of Say Media, for total consideration of $12,257,022, pursuant to the Say Media Merger Agreements. The results of operation of the acquired business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the consolidated financial statements as of the acquisition date. The Company acquired Say Media to enhance the user’s experience by increasing content. Say Media is a digital media company that enables brand advertisers to engage today’s social media consumer through rich advertising experiences across its network of web properties. Its corporate headquarters is located in San Francisco, California. Say Media operates in the United States and has subsidiaries located in the United Kingdom, Canada, and Australia.

In connection with the consummation of the Say Media Merger, total cash consideration of $9,537,397 was paid, including the following: (1) $6,703,653 to a creditor of Say Media; (2) $250,000 transaction bonus to a designated employee of Say Media; (3) $2,078,498 advanced prior to the closing for the execution payments in connection with the acquisition (certain promissory notes treated as advance against purchase price, see Note 19); and (4) $505,246 for legal fees ($450,000 was advanced for acquisition related legal fees of Say Media paid on August 27, 2018 (certain amount of the promissory notes treated as advance against purchase price, see Note 19) and additional cash consideration of $55,246 was paid at the closing for acquisition related legal fees incurred). Pursuant to the Say Media Merger Agreements, the Company issued a total of 432,835 shares of its common stock as of December 31, 2018 (total common shares to be issued of 5,500,002 at the common stock trading price at the acquisition date of $0.35, refer to Note 17 for additional information) to the former holders of Say Media’s preferred stock. The Company also issued a total of 2,000,000 restricted stock awards, subsequent to the acquisition, to acquire shares of the Company’s common stock to key personnel for continuing services with Say Media, subject to vesting, and repurchase rights under certain circumstances (see Note 17). The shares issued are for post combination services. The composition of the purchase price is as follows:

Cash	$	9,537,397
Issued shares of common stock		1,636,251
Indemnity shares of common stock		288,750
Net settlement of preexisting relationship		552,314
Noncompete agreement		242,310
Total purchase consideration	$	12,257,022

In connection with the Say Media Merger Agreements, the Company entered into a noncompete agreement with a certain former executive, whereby the Company will be obligated to pay such executive $416,378 at the end on the restrictive non-competition period of 2 years. The Company recorded the fair value of the noncompete agreement of $242,310 at the date of the Say Media Merger classified as other long term liability on the consolidated balance sheets. The noncompete agreement is collateralized by a note receivable from the certain former executive (as further described below).

The Company incurred $479,289 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. The acquisition related expenses were recorded in general and administrative expense on the consolidated statements of operations.

The Company funded the closing of the Say Media Merger from the net proceeds from the 10% OID Convertible Debenture and 12% Convertible Debenture financings (as described in Note 16).

Cash	$	534,637
Accounts receivable and unbilled receivables		4,624,455
Prepaid expenses		172,648
Note receivable		41,638
Fixed assets		11,392
Other assets		65,333
Developed technology		8,010,000
Trade name		480,000
Noncompete agreement		480,000
Goodwill		5,466,624
Accounts payable		(3,618,112	)
Accrued expenses		(1,470,749	)
Contract liabilities		(513,336	)
Other liabilities		(2,027,508	)
Net assets acquired	$	12,257,022

In connection with the Say Media Merger, the Company acquired a note receivable dated May 29, 2015 of $416,378 from a certain former executive, bearing interest of 1.53% compounded annually and due May 29, 2024, whereby the Company agreed to deem all amounts due under the note following the restrictive non-competition period of 2 years as paid providing the certain former executive does not violate the noncompete agreement. The Company recorded the fair value of the note receivable of $41,638 at the date of the Say Media Merger within other long term assets on the consolidated balance sheets.

The fair value of the intangible assets was determined as follows: developed technology was determined under the income approach; tradename was determined by employing the relief from royalty approach; and noncompete was determined under the with and without approach. The weighted-average useful life for the intangible assets is four and three quarter years (4.75 years).

Supplemental Pro forma Information

The following table summarizes the results of operations of the above mentioned transactions from their respective dates of acquisition included in the consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisitions been January 1, 2017:

	Revenue			Net Income (Loss)
Acquired entities only from acquisition date until December 31, 2018:
HubPages	$	2,996,700		$	471,640
Say Media		1,398,690			75,661
Total acquired entities only from acquisition date until December 31, 2018	$	4,395,390		$	547,301
Combined entity supplemental pro forma from January 1, 2018 to December 31, 2018 (unaudited):
HubPages	$	7,537,166		$	951,836
Say Media		15,210,464			3,365,989
Maven		1,304,809			(26,615,184	)
Adjustments		(1,376,478	)		(5,774,681	)
Total supplemental pro forma from January 1, 2018 to December 31, 2018	$	22,675,961		$	(28,072,040	)
Combined entity supplemental pro forma from January 1, 2017 to December 31, 2017 (unaudited):
HubPages	$	4,904,759		$	575,963
Say Media		12,608,398			20,829,482
Maven		76,995			(6,284,313	)
Adjustments		-			(8,344,013	)
Total supplemental pro forma from January 1, 2017 to December 31, 2017	$	17,590,152		$	6,777,119

The following summarizes earnings per common share of the combined entity had the date of the acquisitions been January 1, 2017:

	Supplemental Pro Forma from January 1, 2018 to December 31, 2018 (unaudited)			Supplemental Pro Forma from January 1, 2017 to December 31, 2017 (unaudited)
Net income (loss)	$	(28,072,040	)	$	6,777,119
Net income (loss) per common share – basic and diluted	$	(0.81	)	$	0.33
Weighted average number of common shares outstanding – basic and diluted		34,444,608			20,849,067

The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisitions had occurred as of the beginning of the Company’s 2017 reporting period.

For the annual period ended December 31, 2018 supplemental pro forma net income (loss) were adjusted for the HubPages Merger to exclude $218,981 of acquisition-related costs and the income tax benefit of $91,633. The supplemental pro forma net income (loss) for the annual periods ended December 31, 2018 and December 31, 2017 were adjusted for the vesting of restricted stocks awards to HubPages employees in connection with the HubPages Merger of $511,108 and $687,528, respectively, and the amortization of the acquired assets of $678,916 and $998,264, respectively.

For the annual period ended December 31, 2018 supplemental pro forma net income (loss) were adjusted for the Say Media Merger to exclude $479,289 of acquisition-related costs, $2,371,124 for the net settlement of preexisting relationship and certain execution payments, and $258,485 loss on the change in fair value of embedded derivatives. The supplemental pro forma net income (loss) for the annual periods ended December 31, 2018 and December 31, 2017 were adjusted for the vesting of restricted stocks awards to Say Media employees in connection with the Say Media Merger of $184,763 and $196,140, respectively, and the amortization of the acquired assets of $385,731 and $798,204, respectively, and interest expense of $2,508,161 and $4,965,607, respectively.

Prepayments and Other Current Assets

12 Months Ended

Dec. 31, 2018

Prepayments And Other Current Assets

Prepayments and Other Current Assets

4. Prepayments and Other Current Assets

Prepayments and other current assets are summarized as follows:

	As of December 31,
	2018		2017
General prepaid expenses	$	637,281	$	174,369
Prepaid software license		85,936		-
Security deposits		25,812		-
Prepaid rent and other		109,294		-
	$	858,323	$	174,369

Property and Equipment

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment are summarized as follows:

	As of December 31,
	2018			2017
Office equipment and computers	$	86,040		$	46,309
Furniture and fixtures		22,419			21,220
		108,459			67,529
Less accumulated depreciation and amortization		(39,629	)		(12,859	)
Net property and equipment	$	68,830		$	54,670

Depreciation expense for the years ended December 31, 2018 and 2017 was $28,857 and $12,469, respectively. Depreciation expense is included in research and development expenses and general and administrative expenses, as appropriate, on the consolidated statements of operations.

Platform Development

12 Months Ended

Dec. 31, 2018

Platform Development

Platform Development

6. Platform Development

Platform development costs are summarized as follows:

	As of December 31,
	2018			2017
Platform development	$	6,833,900		$	3,145,308
Less accumulated amortization		(2,125,944	)		(512,251	)
Net platform development	$	4,707,956		$	2,633,057

A summary of platform development activity for the year ended December 31, 2018 is as follows:

Platform development at January 1, 2018	$	3,145,308
Costs capitalized during the period:
Payroll-based costs		2,156,015
Stock based compensation		1,850,384
Dispositions		(317,807	)
Platform development at December 31, 2018	$	6,833,900

During the year ended December 31, 2017, the Company capitalized $2,594,691 of platform development, of which $614,573 represented stock based compensation.

Amortization expense for the platform development for the years ended December 31, 2018 and 2017, was $1,836,625 and $512,252, respectively. Amortization expense for platform development is included in cost of revenues on the consolidated statements of operations.

Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

7. Intangible Assets

Intangible assets subject to amortization consisted of the following:

	As of December 31, 2018
	Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	14,750,000	$	(558,423	)	$	14,191,577
Noncompete agreement		480,000		(12,000	)		468,000
Trade name		748,000		(23,819	)		724,181
Subtotal amortizable intangible assets		15,978,000		(594,242	)		15,383,758
Website domain name		20,000		-			20,000
Total intangible assets	$	15,998,000	$	(594,242	)	$	15,403,758

As of December 31, 2017, the Company had an intangible asset of $20,000 which consisted of the website domain name.

Intangible assets subject to amortization were recorded as part of the Company’s business acquisition of HubPages and Say Media for the developed technology, noncompete agreement, and trade name. The website domain name has an infinite life and is not being amortized. Amortization expense for the year ended December 31, 2018 was $594,242. No impairment charges have been recorded during the year ended December 31, 2018.

As of December 31, 2018, estimated total amortization expense for the next five years related to the Company’s intangible assets subject to amortization is as follows:

December 31,
2019	$	3,339,600
2020		3,327,600
2021		3,099,600
2022		3,099,600
2023		2,517,358
	$	15,383,758

Goodwill

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

8. Goodwill

The changes in the carrying value of goodwill for the year ended December 31, 2018 is as follows:

Goodwill at January 1, 2018	$	-
Goodwill acquired in acquisition of HubPages		1,857,663
Goodwill acquired in acquisition of Say Media		5,466,624
Goodwill at December 31, 2018	$	7,324,287

The Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill. For the year ended December 31, 2018, there is no change in goodwill and no impairment. The impairment evaluation process includes, amongst other things, making assumptions about variables, such as revenue growth, including long-term growth rates, profitability and discount rates.

Accrued Expenses

12 Months Ended

Dec. 31, 2018

Payables and Accruals [Abstract]

Accrued Expenses

9. Accrued Expenses

Accrued expenses are summarized as follows:

	As of December 31,
	2018		2017
General accrued expenses	$	451,530	$	150,136
Accrued payroll and related taxes		584,550		-
Accrued publisher expenses		644,299		-
Customer rebate		489,466		-
Other accrued expenses		212,202		-
Total accrued expenses	$	2,382,047	$	150,136

Line of Credit

12 Months Ended

Dec. 31, 2018

Line of Credit Facility [Abstract]

Line of Credit

10. Line of Credit

During November 2018, the Company entered a factoring note agreement with a finance company to increase working capital through accounts receivable factoring for twelve months, with renewal options for an additional twelve months, with a $3,500,000 maximum facility limit. As of December 31, 2018, $1,048,194 was outstanding under the note. 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. The note is subject to a minimum monthly sales shortfall fee in the event the monthly sales volume is below $1,000,000. The note bears interest at the prime rate plus 4.00% (the “Interest Rate”) (9.50% as of December 31, 2018) and provides for a floor rate of 5.00% 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. The factoring note was repaid and terminated subsequent to December 31, 2018 (see Note 24).

Liquidated Damages Payable

12 Months Ended

Dec. 31, 2018

Liquidated Damages Payable

Liquidated Damages Payable

11. Liquidated Damages Payable

As of December 31, 2018, the Company recorded $3,647,598 as Liquidated Damages on its consolidated balance sheets.

The components of the Liquidated Damages consist of the following:

Registration Rights Damages – On September 28, 2018, the Company determined that the registration statement covering the Series H Preferred Stock would not be probable of being declared effective within the requisite time frame, therefore, the Company would be liable for the maximum Liquidated Damages in connection with the Series H Preferred Stock issuance, with any related interest provisions (see Note 16).

Public Information Failure Damages – On September 28, 2018, the Company determined that the public information requirements in connection with the Series H Preferred Stock (as further described below) would not be probable of being satisfied within the requisite time frame, therefore, the Company would be liable for the maximum Liquidated Damages in connection with the Series H Preferred Stock issuance, with any related interest provisions. On December 12, 2018, the Company determined that the public information requirements in connection with the 12% Convertible Debentures (as further described below) would not be probable of being satisfied within the requisite time frame, therefore, the Company would be liable for a portion Liquidated Damages in connection with the 12% Convertible Debentures, with any related interest provisions (see Note 16).

Information with respect to the Liquidated Damages recognized in the consolidated statements of operations is provided in Note 20, and for amounts contingently liable in Note 23, with any subsequent event information in Note 24.

Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

12. Fair Value Measurements

The Company’s financial instruments consist of Level 1 and Level 3 assets as of December 31, 2018. As of December 31, 2018, the Company’s cash and cash equivalents of $2,406,596, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.

The Company accounts for certain warrants and the embedded conversion features of the 8% Promissory Notes and 10% Convertible Debentures (both as described in Note 13) as derivative liabilities, which requires that the Company carry such amount in its consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end.

The Company determined, due to their greater complexity, prior to the reset provision (as described in Note 13), the fair value of the L2 Warrants (as described in Note 17) and the embedded conversion feature with respect to the 8% Promissory Notes, as of the date of repayment, and 10% Convertible Debentures, as of the date of conversion, using appropriate valuation models derived through consultations with the Company’s independent valuation firm. The Company determined the fair value of the Strome Warrants (as described in Note 17) utilizing the Black-Scholes valuation model as further described below. After the reset provision, the Company determined the fair value of the L2 Warrants utilizing the Black-Scholes valuation model as further described below since such valuation model meets the fair value measurement objective based on the substantive characteristics of the instrument. These warrants and the embedded conversion features are classified as Level 3 within the fair-value hierarchy. Inputs to the valuation model include the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining life of the warrants, notes and debentures, the exercise price or conversion price, and the dividend rate. The Company uses the closing stock price of its common stock over an appropriate period of time to compute stock volatility. These inputs are summarized as follows:

L2 Warrants – Valuation model: Black-Scholes option-pricing; expected life: 4.44 years; risk-free interest rate: 2.49%; volatility factor: 124.40%; dividend rate: 0.0%; transaction date closing market price: $0.48; exercise price: $0.50.

Strome Warrants – Valuation model: Black-Scholes option-pricing; expected life: 4.45 years; risk-free interest rate: 2.49%; volatility factor: 124.22%; dividend rate: 0.0%; transaction date closing market price: $0.48; exercise price: $0.50.

B. Riley Warrants – Valuation model: Black-Scholes option-pricing; expected life: 6.80 years; risk-free interest rate: 2.59%; volatility factor: 121.65%; dividend rate: 0.0%; transaction date closing market price: $0.48; exercise price: $1.00.

The following table represents the carrying amount, valuation and roll-forward of activity for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy for the year ended December 31, 2018:

	L2 Warrants			Strome Warrants			B. Riley Warrants			Total Warrant Derivative Liabilities
Carrying amount at January 1, 2018	$	-		$	-		$	-		$	-
Issuance of warrants on June 11, 2018		312,837			-			-			312,837
Issuance of warrants on June 15, 2018		288,149			1,344,648			-			1,632,797
Issuance of warrants on October 18, 2018		-			-			382,725			382,725
Change in valuation of warrant derivative liabilities		(182,772	)		(756,677	)		(24,675	)		(964,124	)
Carrying amount at December 31, 2018	$	418,214		$	587,971		$	358,050		$	1,364,235

For the year ended December 31, 2018, the change in valuation of warrant derivative liabilities as described in the above table of $964,124 was recognized within other income on the consolidated statements of operations. The L2 Warrants were fully exercised on a cashless basis subsequent to December 31, 2018 (see Note 24).

The Company did not have any warrant derivative liabilities as of December 31, 2017.

The following table represents the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features, and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), with respect to the 8% Promissory Notes, 10% Convertible Debentures, 10% OID Convertible Debentures, 12% Convertible Debentures (refer to Note 15 for each instrument), and Series G Preferred Stock (as described in Note 16) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value hierarchy for the year ended December 31, 2018:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures		Series G Preferred Stock			Total Embedded Derivative Liabilities
Carrying amount at December 31, 2017	$	-		$	-		$	-		$	-	$	72,563		$	72,563
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018		78,432			-			-			-		-			78,432
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018		81,169			471,002			-			-		-			552,171
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018		-			-			49,000			-		-			49,000
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018		-			-			-			4,760,000		-			4,760,000
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument		(29,860	)		(1,042,000	)		(25,000	)		-		-			(1,096,860	)
Change in valuation of embedded derivative liabilities		(129,741	)		570,998			(24,000	)		2,627,000		(72,563	)		2,971,694
Carrying amount at December 31, 2018	$	-		$	-		$	-		$	7,387,000	$	-		$	7,387,000

For the year ended December 31, 2018, the change in valuation of embedded derivative liabilities as described in the above table of $2,971,694 was recognized as other expense on the consolidated statements of operations. For the year ended December 31, 2017, the change in valuation of embedded derivative liabilities for the embedded conversion feature for the Series G Preferred Stock of $64,614 was recognized as other income on the consolidated statements of operations.

In addition, the fair value requirement at each period-end for the Series G Preferred Stock embedded conversion feature was no longer required for the year ended December 31, 2018 since it is not considered a derivative liability, therefore, the carrying amount of $72,563 as of December 31, 2017 was recognized as other income of $72,563 during the year ended December 31, 2018 on the consolidated statements of operations.

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

+ References + Details

Officer Promissory Notes

12 Months Ended

Dec. 31, 2018

Officer Promissory Notes

Officer Promissory Notes

13. Officer Promissory Notes

In May 2018, the Company’s Chief Executive Officer began advancing funds to the Company in order to meet its minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which was approximately 2.34% at December 31, 2018. As of December 31, 2018, the total principal amount of advances outstanding of $680,399, includes accrued interest of $12,574 (see Note 15).

Investor Demand Payable

12 Months Ended

Dec. 31, 2018

Investor Demand Payable

Investor Demand Payable

14. Investor Demand Payable

As of December 31, 2017, the investor demand payable represents funds received on January 4, 2018, pursuant to a private placement of the Company’s common stock sold for total gross proceeds of $3,000,000. The cash was received prior to December 31, 2017 and was classified as restricted cash on the December 31, 2017 balance sheet and then subsequently reclassified to cash in January 2018 upon completion of the private placement (see Note 17).

Convertible Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Convertible Debt

15. Convertible Debt

8% Promissory Notes

On June 6, 2018, the Company entered into a securities purchase agreement with L2 Capital, LLC (“L2”), pursuant to which L2 purchased from the Company a convertible promissory note (the “8% Promissory Notes”), issuable in tranches, in the aggregate principal amount of $1,681,668 for an aggregate purchase price of $1,500,000, with interest at 8% per annum and the maturity date for each tranche funded is seven months from the date of issuance. The 8% Promissory Notes required an increasing premium for any prepayment from 20% for the first 90 days to 38% after 181 days, an increased conversion rate to a 40% discount if in default, a default rate of 18% plus a repayment premium of 40%, plus 5% for each additional default, and liquidated damages in addition to the default rates, ranging from 30% to 100% for certain breaches of the 8% Promissory Notes, subject to mandatory prepayment, including the above described premiums, equal to 50% of new funds raised by the Company in excess of $11,600,000 in the private placement of its securities.

On June 11, 2018, a first tranche of $570,556, which included $15,000 of L2’s legal expenses, was purchased for a price of $500,000, reflecting an original issue discount and debt discount of $70,556. On June 15, 2018, a second tranche of $555,556 was purchased for a price of $500,000, an original issue discount of $55,556. In connection with the first and second tranche, the Company issued warrants to L2, exercisable for 216,120 and 210,438 shares of the Company’s common stock at an exercise price of $1.30 and $1.20 per share, respectively (the “L2 Warrants”).

L2 had the sole discretion to purchase additional promissory notes, in certain circumstances, which expired. The promissory notes and any accrued but unpaid interest were convertible into common stock, at any time, at a conversion price equal to the lowest volume weighted average price (“VWAP”) during the ten trading day period ending on the issue date of the note. As a result of the closing of the 10% Debenture offering on June 15, 2018 (refer to 10% Convertible Debentures below), L2 no longer has the right to invest in the Company under the securities purchase agreement.

The warrants included a reset provision which provided that the number of shares issuable under the warrants shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company’s common stock on the trading day immediately prior to the funding date of the respective tranche (see Note 17).

The Company accounted for the warrants and embedded conversion features of the promissory notes as derivative liabilities, as the Company was required to adjust downward (a reset provision) the exercise price of the warrants (floor price of $0.50 per share) and the conversion price of the promissory note under certain circumstances, which required the Company carry such amounts in its consolidated balance sheets as liabilities at fair value, as adjusted at each period-end. Upon issuance, the Company recognized derivative liabilities of $760,587 ($600,986 for the warrants and $159,601 for the embedded conversion feature). The Company also incurred an additional debt issuance cost of $15,000.The embedded derivative liabilities and debt issuance costs were treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2018, the Company recognized a gain of $29,860 upon extinguishment of debt for the embedded conversion feature derivative liabilities and a change in fair value of $129,741 immediately before the extinguishment (see Note 12).

On September 6, 2018, the Company repaid the 8% Promissory Notes. The total amount borrowed was $1,015,000, and under the terms of the loan agreement the Company repaid $1,372,320 to satisfy the debt obligation resulting in a loss on extinguishment of debt which is presented in interest expense on the consolidated statements of operations.

Information with respect to debt components and interest expense related to the 8% Promissory Notes is provided below under the heading of Convertible Debt and Debt Components and Interest Expense.

10% Convertible Debentures

On June 15, 2018, the Company entered into a securities purchase agreement with four accredited investors to purchase an aggregate of $4,775,000 in principal amount of the Company’s 10% Convertible Debenture, due on June 30, 2019 (the “10% Convertible Debentures”). Included in the aggregate total of $4,775,000 is $1,025,000 from two of the Company’s executives. The 10% Convertible Debentures were convertible into an aggregate of 3,698,110 shares of the Company’s common stock based on a conversion price of $1.2912 per share. The 10% Convertible Debentures were interest bearing at the rate of 10% per annum, that was payable in cash semi-annually on December 31 and June 30, beginning on December 31, 2018. Upon the occurrence of certain events, the holders of the 10% Convertible Debentures were also entitled to receive an additional payment, if necessary, to provide the holders with a 20% annual internal rate of return on their investment. The Company had the option, under certain circumstances, to redeem some or all of the outstanding principal amount for an amount equal to the principal amount (plus accrued but unpaid interest thereon) or the option to cause the holders to convert their debt at a certain conversion price, otherwise, the Company was not permitted to prepay any portion of the principal amount without the prior written consent of the debt holders.

Additionally, pursuant to a registration rights agreement entered into in connection with the purchase agreement, the Company agreed to register the shares issuable upon conversion of the 10% Convertible Debentures for resale by the holders of the 10% Convertible Debentures. The Company had committed to file the registration statement by no later than 45 days after June 15, 2018 and to cause the registration statement to become effective by no later than 120 days after June 15, 2018 (or, in the event of a full review by the staff of the SEC, 150 days following June 15, 2018). The registration rights agreement provided for Liquidated Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested by such holders. Liquidated Damages were waived as part of the roll-over of the 10% Convertible Debentures into Series H Preferred Stock.

The securities purchase agreement also included a provision that required the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company failed for any reason to satisfy the current public information requirement, then the Company would have been obligated to pay to each holder a cash payment equal to 1.0% of the amount invested as partial Liquidated Damages, up to a maximum of six months. Such payments were subject to interest at the rate of 1.0% per month until paid in full. The 10% Convertible Debentures was rolled over into Series H Preferred Stock before the due date for the commencement of the Liquidated Damages.

Upon issuance, the Company accounted for an embedded conversion feature of the 10% Convertible Debentures as a derivative liability totaling $471,002, as the Company was required to adjust downward the conversion price of the debt under certain circumstances, which required that the Company carry such amount in its consolidated balance sheet as a liability at fair value, as adjusted at each period-end. The embedded derivative liability was treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2018, the Company recognized a gain of $1,042,000 upon extinguishment of debt for the embedded conversion feature derivative liabilities and a change in fair value of $570,998 immediately before the extinguishment (see Note 12).

On August 10, 2018, the 10% Convertible Debentures with an aggregate principal amount of $4,775,000 plus obligations of $955,000 were converted into 5,730 shares of Series H Preferred Stock resulting in a loss on extinguishment of debt upon conversion which is presented in interest expense on the consolidated statements of operations.

Information with respect to debt components and interest expense related to the 10% Convertible Debentures is provided below under the heading of Convertible Debt and Debt Components and Interest Expense.

10% Original Issue Discount Convertible Debentures

On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which the Company issued to the investors 10% original issue discount senior secured convertible debentures (the “10% OID Convertible Debentures” or referred to as the 10% original issue discount debentures) in the aggregate principal amount of $3,500,000, which, after taking into account the 5% original issue discount, and legal fees and expenses of the investors, resulted in the Company receiving net proceeds of $3,285,000. The Company issued warrants to the investors to purchase up to 875,000 shares of the Company’s common stock in connection with this securities purchase agreement. The debt proceeds were bifurcated between the debt and warrants with the warrants accounted for as a derivative liability (see Note 17). The debentures were due and payable on October 31, 2019. Interest accrued on the debentures at the rate of 10% per annum, payable on the earlier of conversion, redemption, or October 31, 2019.

The debentures were convertible into shares of the Company’s common stock at the option of the investor at any time prior to October 31, 2019, at a conversion price of $1.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions, and were subject to certain redemption rights by the Company. Further, the agreement provided a buy-in and default remedy feature (which were similar to the features described below for the 12% Convertible Debentures) which were both bifurcated from the debt instrument as an embedded derivative liability as referenced in the table Convertible Debt and Debt Components below.

Upon issuance, the Company accounted for the embedded buy-in and default remedy features of the 10% OID Convertible Debentures as a derivative liability totaling $49,000. The Company also incurred an additional debt issuance cost of $40,000. The embedded derivative liabilities and debt issuance costs were treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2018, the Company recognized a gain of $25,000 upon extinguishment of debt for the embedded derivative liabilities and a change in fair value of $24,000 immediately before the extinguishment (see Note 12).

On December 12, 2018, there was a roll-over of the 10% OID Convertible Debentures into the 12% Convertible Debentures (as further described below) resulting in a loss on extinguishment of debt upon the roll-over which is presented in interest expense on the consolidated statements of operations.

Information with respect to debt components and interest expense related to the 10% Original Issue Discount Convertible Debentures is provided below under the heading of Convertible Debt and Debt Components and Interest Expense.

12% Convertible Debentures

On December 12, 2018, the Company entered into a securities purchase agreement with three accredited investors, pursuant to which the Company issued to the investors 12% senior secured subordinated convertible debentures (the “12% Convertible Debentures” or as referred to as the 12% convertible debentures) in the aggregate principal amount of $13,091,528, which includes (i) the roll-over of an aggregate of $3,551,528 in principal and interest of the 10% OID Convertible Debentures issued to two of the investors on October 18, 2018, and (ii) a placement fee, payable in cash, of $540,000 to the Company’s placement agent, B. Riley FBR, in the offering. After taking into account legal fees and expenses of the investors, the Company received net proceeds of $8,950,000. The 12% Convertible Debentures are due and payable on December 31, 2020. Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. The Company’s obligations under the 12% Convertible Debentures are secured by a security agreement, dated as of October 18, 2018, by and among the Company and each investor thereto.

Subject to the Company receiving shareholder approval to increase its authorized shares of common stock, principal on the 12% Convertible Debentures are convertible into shares of common stock, at the option of the investor at any time prior to December 31, 2020, at a conversion price of $0.33 per share, subject to adjustment for stock splits, stock dividends and similar transactions, and beneficial ownership blocker provisions. If the Company does not perform certain of its obligations in a timely manner, it must pay Liquidated Damages (as further described below) to the investors (see Note 20 and 23).

Upon issuance of the 12% Convertible Debentures, the Company recognized the following embedded derivative liabilities that were bifurcated from the note instruments:

	●	Conversion option – (1) At any time after the original issue date until the note is no longer outstanding, the note shall be convertible, in whole or in part, into shares of common stock at the option of the holder at a conversion price of $0.33 per share (or 39,671,296 shares), and (2) at any time and from time to time subject to: (i) an issuance limitations, which limits the holders conversion of the note into shares of common stock in excess of 566,398, proportional to the holders convertible shares to the total convertible shares under the note, until the Company has an authorized share increase (as further described in Note 2 and 24 under the heading *Sequencing Policy*), and (ii) a beneficial ownership limitations, which prevents conversion if the common stock shares held by the holder exceeds 4.99% of the common stock outstanding (subject to increase by the holder to 9.99%)).

	●	Buy-in feature – (1) The debt is puttable for a certain buy-in amount where it gives the holder the right, if the Company fails for any reason to deliver to the holder the conversion shares, to a cash settlement for the difference between the cost of the Company’s common stock in the open market and the conversion price; and (2) the put is contingent if the Company fails to deliver conversion shares pursuant to a buy-in event.

	●	Default remedy feature – (1) The debt is puttable in the event of default where it gives the holder the right to repayment, in cash, the greater of (i) the outstanding principal amount due divided by the then conversion price times the daily volume weighted average price of the common stock; or (ii) the outstanding principal debt amount, plus unpaid but accrued interest and other amounts owing in the notes; and (2) the put is contingent upon a Change of Control (as described below) or Fundamental Transaction (as described below).

Change in Control – Change in Control, in general, means: (a) an acquisition in excess of 50% of the voting securities of the Company; (b) the Company merges into or consolidates whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (c) the Company sells or transfers all or substantially all of its assets to whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (d) a replacement at one time or within a three year period of more than one-half of the Directors which is not approved by a majority of those individuals who are members of the Directors on the original issue date, subject to certain conditions; or (e) the execution by the Company of an agreement for any of the events set forth in clauses (a) through (d) above.

Fundamental Transaction – Fundamental Transaction, in general, means: (a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation; (b) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions; (c) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which the Company common stock holders are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the Company’s outstanding common stock; (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Company’s common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination whereby such transaction results in an acquisition of more than 50% of the outstanding shares of the Company’s common stock, subject to certain other conditions. Further, if a Fundamental Transaction occurs, the holders shall have the right to their conversion shares as if the beneficial ownership limitation or the issuance limitation was not in place, subject to certain terms as addition consideration.

As long as any portion of the 12% Convertible Debentures remain outstanding, unless investors holding at least 51% in principal amount of the then outstanding 12% Convertible Debentures otherwise agree, the Company shall not, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness.

Upon issuance, the Company accounted for the embedded conversion option feature, buy-in feature, and default remedy feature as embedded derivative liabilities totaling $4,760,000, which requires the Company carry such amount in its consolidated balance sheet as a liability at fair value, as adjusted at each period-end. The Company also incurred an additional debt issuance cost of $590,000. The embedded derivative liabilities and debt issuance cost were treated as a debt discount and amortized over the term of the debt. During the year ended December 31, 2018, the Company recognized amortization of debt discount of $135,533 and a change in fair value of the embedded derivative liabilities $2,627,000 (see Note 12).

Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the investors. The Company committed to file the registration statement the later of (i) the 30th calendar day following the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, and (ii) the 30th calendar day after all the common stock issuable on the conversion of the Series H Preferred Stock have been registered pursuant to a registration statement under a certain registration rights agreement, dated as of August 9, 2018. The registration rights agreements provide for Registration Rights Damages (presented within liquidated damages payable on the consolidated balance sheets) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested.

The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the 12% Convertible Debentures, then the Company will be obligated to pay Public Information Failure Damages (presented as liquidated damages payable on the consolidated balance sheets) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full.

The Company recognized a portion of the Public Information Failure Damages pursuant to the securities purchase agreements in connection with the 12% Convertible Debentures at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing was completed (see Note 11 and 20).

Information with respect to debt components and interest expense related to the 12% Convertible Debentures is provided below under the heading Convertible Debt and Debt Components and Interest Expense and financings subsequent to the date of these consolidated financial statements are provided in Note 24 under the heading 12% Convertible Debentures).

Convertible Debt and Debt Components

Convertible debt and the related debt components for the year ended December 31, 2018 are summarized as follows:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures			Total Convertible Debt and Debt Components
Principal amount of debt	$	1,126,112		$	4,775,000		$	3,500,000		$	9,540,000		$	18,941,112
Less: original issue discount		(111,112	)		-			(175,000	)		-			(286,112	)
Less: issuance costs		(15,000	)		-			(40,000	)		(590,000	)		(645,000	)
Net cash proceeds received	$	1,000,000		$	4,775,000		$	3,285,000		$	8,950,000		$	18,010,000
Principal amount of debt (excluding original issue discount)	$	1,015,000		$	4,775,000		$	3,325,000		$	9,540,000		$	18,655,000
Add: conversion of debt from 10% OID Convertible Debentures		-			-			-			3,551,528			3,551,528
Add: accrued interest		20,986			69,920			28,009			82,913			201,828
Principal amount of debt including accrued interest		1,035,986			4,844,920			3,353,009			13,174,441			22,408,356
Debt discount:
Allocated warrant derivative liabilities for B. Riley Warrants		-			-			(382,725	)		-			(382,725	)
Allocated warrant derivative liabilities for L2 Warrants		(600,986	)		-			-			-			(600,986	)
Allocated embedded derivative liabilities		(159,601	)		(471,002	)		(49,000	)		(4,760,000	)		(5,439,603	)
Liquidated Damages recognized upon issuance											(706,944	)		(706,944	)
Issuance costs		(15,000	)		-			(40,000	)		(590,000	)		(645,000	)
Subtotal debt discount		(775,587	)		(471,002	)		(471,725	)		(6,056,944	)		(7,775,258	)
Less: amortization of debt discount		315,309			64,452			68,637			153,442			601,840
Less: write off unamortized debt discount upon extinguishment of debt		460,278			406,550			403,088			-			1,269,916
Unamortized debt discount		-			-			-			(5,903,502	)		(5,903,502	)
Debt components:
Accretion of original issue discount		44,133			-			25,463			-			69,596
Loss on extinguishment of debt		292,201			885,080			173,056			-			1,350,337
Conversion of debt to 12% Convertible Debentures		-			-			(3,551,528	)		-			(3,551,528	)
Conversion of debt to Series H Preferred Stock		-			(5,730,000	)		-			-			(5,730,000	)
Repayment of convertible debt		(1,372,320	)		-			-			-			(1,372,320	)
Total debt components		(1,035,986	)		(4,844,920	)		(3,353,009	)		-			(9,233,915	)
Carrying amount at December 31, 2018	$	-		$	-		$	-		$	7,270,939		$	7,270,939

The Company did not have any convertible debt for the year ended December 31, 2017.

Interest Expense

Interest expense for the year ended December 31, 2018 is summarized as follows:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures		Total Interest Expense
Accretion of original issue discount	$	44,133		$	-		$	25,463		$	-	$	69,596
Amortization of debt discount		315,309			64,452			68,637			153,442		601,840
Loss on extinguishment of debt		292,201			885,080			173,056			-		1,350,337
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument		(29,860	)		(1,042,000	)		(25,000	)		-		(1,096,860	)
Write off unamortized debt discount upon extinguishment of debt		460,278			406,550			403,088			-		1,269,916
Accrued interest		-			69,920			28,009			82,913		180,842
Cash interest paid		20,986			-			-			-		20,986
	$	1,103,047		$	384,002		$	673,253		$	236,355		2,396,657
Accrued interest on Officer Promissory Notes													12,574
Other interest													99,643
Total												$	2,508,874

The Company did not have any interest expense for the year ended December 31, 2017.

Preferred Stock

12 Months Ended

Dec. 31, 2018

Preferred Stock

16. Preferred Stock

The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share, consisting of 10,270 authorized shares originally designated as series A through E with designations subsequently eliminated, 2,000 authorized shares designated as “Series F Convertible Preferred Stock,” none of which are outstanding, 1,800 authorized shares designated as “Series G Convertible Preferred Stock” (as further described below), of which 168.496 shares are outstanding as of December 31, 2018, and 23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which 19,400 shares are outstanding as of December 31, 2018.

Series G Preferred Stock

On May 30, 2000, the Company sold 1,800 shares of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”) and warrants, which expired on November 29, 2003, to purchase 63,000 shares of common stock to four investors. The Series G Preferred Stock has a stated value of $1,000 per share and is convertible into shares of common stock, at the option of the holder, subject to certain limitations. The Series G Preferred Stock was initially convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock over the five trading days preceding the date of the conversion, subject to a maximum conversion price of $16.30, adjusted for a 1-for-10 reverse stock split effective July 26, 2007. The Company may require holders to convert all (but not less than all) of the Series G Preferred Stock at any time after November 30, 2003 or buy out all outstanding shares of Series G Preferred Stock at the then conversion price. Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect to certain matters relating to the Series G Preferred Stock.

Prior to November 2001, 1,631.504 of the initial 1,800 shares of Series G Preferred Stock were converted into the Company’s common stock by the holders thereof. No conversions have taken place since November 2001. The remaining 168.496 shares continue to be outstanding.

Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at the liquidation value of $1,000 per share, or an aggregate amount of $168,496. The sale of all the assets of the Company on June 28, 2007 triggered the redemption option. As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted for as if it was redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities and stockholders’ equity.

Series H Preferred Stock

On August 10, 2018, the Company closed on a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors, pursuant to which the Company issued an aggregate of 19,400 shares of Series H Convertible Preferred Stock (the “Series H Preferred Stock”) at a stated value of $1,000, initially convertible into 58,785,606 shares of the Company’s common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share (the “Conversion Price”), for aggregate gross proceeds of $19,399,250. Of the shares of Series H Preferred Stock issued, 5,730 shares were issued upon conversion of an aggregate principal amount of $4,775,000, plus prepayment obligations of $955,000 (totaling $5,730,000), of the 10% Convertible Debentures issued by the Company on June 15, 2018 to certain accredited investors, including 1,200 shares of Series H Preferred Stock issued to Heckman Maven Fund L.P. (affiliated with James C. Heckman, the Company’s then Chief Executive Officer), and 30 shares of Series H Preferred Shares issued to Joshua Jacobs, the Company’s then President.

B. Riley FBR, Inc. (“B. Riley FBR”) is a registered broker-dealer owned by B. Riley Financial, Inc., a diversified publicly traded financial services company (“B. Riley”), which acted as placement agent for the Series H Preferred Stock financing. In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $575,000 (including a previously paid retainer of $75,000) and issued to B. Riley FBR 669.25 shares (stated value of $1,000 per share) of Series H Preferred Stock. In addition, entities affiliated with B. Riley FBR purchased 5,592 shares of Series H Preferred Stock in the financing (total issuance cost of $1,194,546).

The terms of Series H Preferred Stock and the number of shares of common stock issuable is adjustable in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series H Preferred Stock shall vote on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions. In addition, if at any time prior to the nine month anniversary of the closing date, the Company sells or grants any option or right to purchase or issues any shares of common stock, or securities convertible into shares of common stock, with net proceeds in excess of $1,000,000 in the aggregate, entitling any person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”), then the Conversion Price shall be reduced to equal the Base Conversion Price. All the shares of Series H Preferred Stock shall automatically convert into shares of common stock on the fifth anniversary of the closing date at the then Conversion Price.

The shares of Series H Preferred Stock are subject to limitations on conversion into shares of the Company’s common stock until the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock to be converted in full (further details are provided subsequent to the date of these consolidated financial statements in Note 24 under the heading Sequencing Policy).

In addition, if at any time the Company grants, issues or sells any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of common stock (the “Purchase Rights”), then a holder of the Series H Preferred Stock will be entitled to acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete conversion of such holder’s Series H Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, subject to certain conditions, adjustments and limitations.

Pursuant to the registration rights agreement entered into on August 10, 2018 in connection with the Securities Purchase Agreement, the Company agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale by the holders. The Company committed to file the registration statement by no later than 75 days after the closing date and to cause the registration statement to become effective, in general, by no later than 120 days after the closing date (or, in the event of a full review by the staff of the Securities and Exchange Commission (“SEC”), 150 days following the closing date). The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, payable within 7 days of such event, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full. The Company recognized Liquidated Damages of $1,404,464 during the year ended December 31, 2018, with respect to its registration rights agreement (see Note 11 and 20).

The Securities Purchase Agreement included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the Public Information Failure Payments requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of the closing of the Series H Preferred Stock, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full. The Company recognized $1,404,463 of Liquidated Damages during the year ended December 31, 2018, with respect to its public information requirements (see Note 11 and 20).

During the year ended December 31, 2018, in connection with the 19,400 Series H Preferred Stock issuance, the Company recorded a beneficial conversion feature in the amount of $18,045,496 for the underlying common shares since the nondetachable conversion feature was in-the-money (the Conversion Price of $0.33 was lower than the Company’s common stock trading price of $0.86) at the issuance date. The beneficial conversion feature was recognized as a deemed dividend.

The following table represents the components of the Series H Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2018:

	Shares			Total Series H Preferred Stock Components
Issuance of Series H Preferred Stock on August 10, 2018		19,400		$	19,399,250
Less: shares issued to B. Riley FBR as placement fee		(670	)		(669,250	)
Less: shares issued for conversion of principal of 10% Convertible Debentures		(4,775	)		(4,775,000	)
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return		(955	)		(955,000	)
Net issuance of Series H Preferred Stock		13,000			13,000,000
Payments made to B. Riley FBR from proceeds:
Less: placement fee					(500,000	)
Less: legal fees and other costs					(25,296	)
Total payments made from proceeds					(525,296	)
Net cash proceeds from issuance of Series H Preferred Stock				$	12,474,704
Issuance of Series H Preferred Stock				$	19,399,250
Less issuance costs:
Shares issued to B. Riley FBR as placement fee					(669,250	)
Total payments made from proceeds					(525,296	)
Legal and other costs paid in cash					(159,208	)
Total issuance costs					(1,353,754	)
Beneficial conversion feature on Series H Preferred Stock				$	18,045,496

Further information with respect to Series H Preferred Stock is provided in Note 24

Series I Preferred Stock

Information with respect to Series I Preferred Stock is provided in Note 24.

Series J Preferred Stock

Information with respect to Series J Preferred Stock is provided in Note 24.

Series K Preferred Stock

Information with respect to Series K Preferred Stock is provided in Note 24.

Stockholders' Equity

12 Months Ended

Dec. 31, 2018

Share-based Payment Arrangement [Abstract]

Stockholders' Equity

17. Stockholders’ Equity

Recapitalization

On October 11, 2016, Integrated and Amplify executed a share exchange agreement, as amended, that provided for each outstanding common share of Amplify to be converted into 4.13607 common shares of Integrated (the “Exchange Ratio”), and for each outstanding warrant and stock option to purchase shares of Amplify common stock be cancelled in exchange for a warrant or stock option to purchase shares of Integrated common stock based on the Exchange Ratio (the “Recapitalization”).

On November 4, 2016, the consummation of the Recapitalization became effective and pursuant to the Recapitalization, Integrated: (1) issued to the shareholders of Amplify an aggregate of 12,517,152 shares of Integrated common stock; and (2) issued to MDB Capital Group, LLC (“MDB”) as an advisory fee, warrants to purchase 1,169,607 shares of Integrated common stock. Existing Integrated stock options to purchase 175,000 shares of Integrated common stock were assumed pursuant to the Recapitalization.

Common Stock

The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share (further details subsequent to the date of these consolidated financial statements are provided in Note 24 under the heading Sequencing Policy).

On April 4, 2017, the Company completed a private placement of its common stock, selling 3,765,000 shares at $1.00 per share, for total gross proceeds of $3,765,000. In connection with the private placement, the Company paid $188,250 and issued 162,000 shares of common stock to MDB, which acted as placement agent. The transaction costs including and noncash expenses, have been recorded as a reduction in additional paid-in capital. The shares issued through this private placement have registration rights, and a registration statement was filed within approximately forty-five days of the offering completion date.

On October 19, 2017, the Company completed a private placement of its common stock, selling 2,391,304 shares at $1.15 per share, for total gross proceeds of $2,734,205. In connection with the private placement, the Company issued 119,565 shares of common stock and 119,565 warrants to purchase shares of the Company’s common stock to MDB, which acted as placement agent, with a fair value of $126,286. The transaction costs, including any noncash expenses, have been recorded as a reduction in additional paid-in capital. The shares issued through this offering have registration rights, and a registration statement was filed within approximately forty-five days of the offering completion date.

On January 4, 2018, the Company issued an aggregate of 1,200,000 shares of its common stock to an investor, Strome Mezzanine Fund LP (“Strome”), in a private placement at a price of $2.50 per share. The Company received gross proceeds of $3,000,000 from the private placement, which was received prior to December 31, 2017, and was therefore classified as restricted cash and as a private placement advance on the consolidated balance sheet at December 31, 2017. Upon completion of the private placement on January 4, 2018, the funds were reclassified to cash and stockholders’ equity.

In connection with the January 4, 2018 closing of the private placement, MDB, as the placement agent, was entitled to receive 60,000 shares of the Company’s common stock (presented as “Common Stock to be Issued” within stockholders’ equity) valued at $150,000 (value based on private placement price of $2.50 per share). In addition, MDB received warrants to purchase 60,000 shares of the Company’s common stock at an exercise price of $2.50 per share (refer to Common Stock Warrants below).

Pursuant to the registration rights agreement entered into on January 4, 2018 with Strome and MDB, the Company agreed to register for resale the shares of common stock purchased pursuant to the private placement. The Company also committed to register the 60,000 shares issued to MDB, and the 60,000 shares underlying the warrants issued to MDB. The Company committed to file the registration statement no later than 200 days after the closing and to cause the registration statement to become effective no later than the earlier of (i) 7 business days after the SEC informs the Company that no review of the registration statement will be made or (ii) when the SEC has no further comments on the registration statement. The registration rights agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or to cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to Strom or MDB is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested or the value of the securities registered by the placement agent. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 23). The Company recognized Liquidated Damages for the year ended December 31, 2018, with respect to its registration rights agreement for the common stock issued to MDB in conjunction with the January 4, 2018 private placement (see Note 20).

On March 30, 2018, the Company issued an aggregate of 500,000 shares of its common stock to Strome in a second closing of the private placement entered into on January 4, 2018 at a price of $2.50 per share. The Company received gross proceeds of $1,250,000 from the second closing of the private placement. No costs were incurred in connection with the second closing of the private placement.

The Company entered into a registration rights agreement on March 30, 2018 with the investor, pursuant to which the Company agreed to register for resale the shares of common stock purchased pursuant to the placement. The Company committed to file the registration statement no later than 270 days after the closing and to cause the registration statement to become effective no later than the earlier of (i) 7 business days after the SEC informs the Company that no review of the registration statement will be made or (ii) when the SEC has no further comments on the registration statement. The registration rights agreement provides for liquidated damages upon the occurrence of certain events, including the Company’s failure to file the registration statement or to cause it to become effective by the deadlines set forth above. The amount of liquidated damages payable to the investor is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 13).

On December 12, 2018, in connection with the Say Media Merger, the Company issued 432,835 shares of its common stock out of total shares required to be issued of 5,500,002 as of December 31, 2018, and has presented 5,067,167 of the shares required to be issued as “Common Stock to be Issued” within stockholders’ equity.

Information with respect to the issuance of common stock in connection with the acquisition of Say Media is provided in Note 24.

Restricted Stock Awards

During August 2016 and October 2016, the Company issued 12,209,677 and 307,475, respectively, shares of common stock to management and employees, as restricted stock awards, that contained a Company buy-back right for a certain number of shares pursuant to the achievement of a unique user performance condition (the “Performance Condition”) issued at the original cash consideration paid, which totaled $2,952 or approximately $0.0002 per share. On November 4, 2016, in conjunction with the Recapitalization, the number of shares subject to the buy-back was modified, resulting in a modification of the restricted stock awards. The shares vest over a three-year period starting on the beginning of the month of the issuance date, with one-third vesting in one year, and the balance monthly over the remaining two years. Because these shares require continued service to the Company, the estimated fair value of the shares is being recognized as compensation expense over the vesting period of the award.

As of December 31, 2017, the Performance Condition was determined based on 4,977,144 unique users accessing Maven’s channels in November 2017. Based on this level of unique users, 2,453,362 shares subject to the buy-back right were earned under the Performance Condition and 1,927,641 shares remained subject to the buy-back right. The Company’s Board made a determination on March 12, 2018 to waive the buy-back right, resulting in a modification of the restricted stock awards which resulted in incremental compensation cost of $2,756,527 at the time of the modification, of which $2,148,811 was recognized during the year ended December 31, 2018.

On August 23, 2018, in connection with the HubPages Merger, the Company issued a total of 2,399,997 shares of common stock to certain key personnel of HubPages who agreed to continue their employment with HubPages, as restricted stock awards, subject to a repurchase right and vesting, The repurchase right which expired in March 2019 unexercised, gave the Company the option to repurchase a certain number of shares at par value based on a performance condition as defined in the terms of the HubPages Merger Agreement. The shares vest in twenty-four equal monthly installments beginning September 23, 2019 and ending September 23, 2021 and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. The restricted stock awards provide for a true-up period that if the common stock is sold for less than $2.50 the holder will receive, subject to certain conditions, additional shares of common stock up to a maximum of the amount of shares originally received (or 2,400,000 in aggregate to all holders) for the shares that re sold for less than $2.50. The true-up period, in general, is 13 months after the consummation of the HubPages Merger until 90 days following completion of vesting, or July 30, 2021. The restricted stock awards were fair valued upon issuance by an independent appraisal firm. For subsequent event related to these restricted stock awards see Note 24.

On September 13, 2018, the Company issued 148,813 shares of common stock to certain members of the Board, as restricted awards, subject to continued service with the Company. The shares vest over a four-month period beginning September 30, 2018 and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. On October 1, 2018, the Company issued 57,693 shares of common stock to certain members of the Board, as restricted awards, subject to continued service with the Company. The shares vest over a three-month period beginning October 31, 2018 and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. The Company issued a total of 206,506 common stock awards to certain members of the Board during the year ended December 31, 2018.

On December 12, 2018, in connection with the Say Media Merger, the Company issued a total of 2,000,000 restricted stock awards to acquire common stock of the Company to key personnel for continuing services with Say Media, subject to vesting, and repurchase rights under certain circumstances. The Company had the right to cancel for no consideration, or on a pro rata basis in certain circumstances, in the event the average monthly number of total unique users over a specified period did not meet certain user targets. As it was deemed probable the average monthly number of total unique would be satisfied at the time the restricted stock awards were issued, the Company determined the fair value of the restricted stock awards based on the quoted price of the Company’s common stock on the date issued. The shares vest one-third on the first anniversary date of issuance and then over twenty-four equal monthly installments after the first anniversary date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award. For subsequent event related to these restricted stock awards see Note 24.

Unless otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date issued.

A summary of the restricted stock award activity during the year ended December 31, 2018 is as follows:

						Weighted Average
	Number of Shares					Grant-Date
	Unvested			Vested		Fair Value
Restricted stock awards outstanding at January 1, 2018		6,979,596			5,537,556	$	0.41
Issued		4,606,503			-		0.72
Vested		(4,946,490	)		4,946,490
Forfeited		(329,735	)		-
Restricted stock awards outstanding at December 31, 2018		6,309,874			10,484,046		0.50

As of December 31, 2018, total compensation cost for the restricted stock awards, including the effect of the waiver of the buy-back right, not yet recognized was $3,927,443. This cost will be recognized over a period of approximately 1.94 years.

On December 20, 2018, a modification of a certain restricted stock award issued to an employee was recognized upon termination of employment, resulting in $43,750 of compensation expense at the time of the modification. The Company recorded the forfeited unvested restricted stock awards of 329,735 during the year ended December 31, 2018 on the consolidated statements of stockholders’ equity (deficiency).

Information with respect to stock based compensation expense of the restricted stock awards is provided in Note 18.

Common Stock Warrants

Warrants issued to purchase shares of the Company’s common stock to MDB, L2, Strome, and B. Riley (collectively the “Financing Warrants”) are described below.

MDB Warrants – On November 4, 2016, in conjunction with the Recapitalization, Integrated issued warrants to MDB (the “MDB Warrants”) to purchase 1,169,607 shares of common stock with an exercise price of $0.20 per share, of which 842,117 were exercised on April 30, 2018 under the cashless exercise provisions. A total of 327,490 warrants remain outstanding under this instrument as of December 31, 2018 after the cashless exercise, subject to customary anti-dilution adjustments, exercisable for a period of five years.

On October 19, 2017, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common stock, to purchase 119,565 shares of common stock. The warrants have an exercise price of $1.15 per share, subject to customary anti-dilution adjustments, exercisable for a period of five years.

On January 4, 2018, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common stock, to purchase 60,000 shares of common stock. The warrants have an exercise price of $2.50 per share, subject to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis, exercisable for a period of five years.

A total of 507,055 warrants are outstanding as of December 31, 2018. The MDB Warrants are recorded within the consolidated statements of stockholders’ equity (deficiency).

L2 Warrants – Effective as of August 3, 2018, pursuant to the reset provision, the Company adjusted the exercise price to $0.50 per share (the floor exercise price) for the L2 Warrants and issued additional warrants to L2 to purchase 640,405 shares of common stock at an exercise price of $0.50 per share. As a result of the warrants exercise price being reduced to the floor exercise price on August 3, 2018 and triggering of the reset provision, the warrants no longer contain any reset provisions and will continue to be carried on the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria, delivery of unregistered shares is precluded upon exercise. As of December 31, 2018, the carrying amount of the derivative liability was $418,214 (see Note 12).

The warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis in certain circumstances.

A total of 1,066,963 warrants are outstanding as of December 31, 2018, requiring a share reserve under the warrant instrument calling for three times the number of warrants issuable for anti-dilution provisions, or a total reserve of 3,200,889 shares of common stock.

Strome Warrants – On June 15, 2018, the Company modified the two securities purchase agreements dated January 4, 2018 and March 30, 2018 with Strome to eliminate the true-up provision under which the Company was committed to issue up to 1,700,000 shares of common stock in certain circumstances, as further described below. As consideration for such modification, the Company issued warrants to Strome (the “Strome Warrants”) to purchase 1,500,000 shares of common stock, exercisable at an initial price of $1.19 per share for a period of five years, subject to a reset provision and customary anti-dilution provisions. Strome was also granted observer rights on the Company’s Board.

The January 4, 2018 financing transaction did not include any true-up or make-good provisions, nor did it contain any lock-up provisions, however, the March 30, 2018 financing transaction included a true-up provision and a lock-up provision. The true-up provision required the Company to issue additional shares of common stock if Strome sold shares on a national securities exchange or the OTC marketplace or in an arm’s-length unrelated third-party private sale in the 90-day period beginning one year after March 30, 2018 at less than $2.50 per share, up to a maximum of one share for each share originally sold to Strome. In addition, the Company entered into a separate agreement with Strome dated March 30, 2018 that extended the true-up provisions to the shares of common stock sold in the January 4, 2018 financing. Accordingly, under this true-up provision, which became effective March 30, 2018, the Company was obligated to issue up to an additional 1,700,000 shares of common stock to Strome without any further consideration under certain conditions in the future. As a result of the true-up provision, the maximum number of shares issuable in these transactions were 3,400,000 with a $1.25 floor price per share, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised on a cashless basis in certain circumstances.

Effective as of August 3, 2018, pursuant to the reset provision, the Company adjusted the exercise price to $0.50 per share (the floor price) for such warrants. The Company accounted for the Strome Warrants, upon issuance, as a derivative liability because the warrants had a downward reset provision with a floor of $0.50 per share. The Company recorded the warrants at fair value in its consolidated balance sheets, with adjustments to fair value at each period-end. Upon issuance, the Company recognized a derivative liability of $1,344,648 which is reflected as a true-up termination fee on the consolidated statements of operations for the year ended December 31, 2018. As a result of the warrants exercise price being reduced to the floor exercise price on August 3, 2018 and the triggering of the reset provision, the warrants no longer contain any reset provisions and will continue to be carried on the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria, delivery of unregistered shares is precluded upon exercise. As of December 31, 2018, the carrying amount of the derivative liability was $587,971 (see Note 12).

B. Riley Warrants – On October 18, 2018, the Company issued warrants to the investors to purchase up to 875,000 shares of the Company’s common stock in connection with the 10% OID Convertible Debentures, with an exercise price of $1.00 per share, subject to customary anti-dilution adjustments, exercisable for a period of seven years. The warrant instrument provides that upon the consummation of a subsequent financing, the $1.00 exercise price shall be adjusted to (i), in the event that security issued in such subsequent financing is common stock, 125% of the effective per share purchase price of the common stock in such subsequent financing, (ii), in the event that the security issued in such subsequent financing is a common stock equivalent, 100% of the effective per share purchase price of the common stock underlying the common stock equivalent issued in such subsequent financing, or (iii), in the event that the primary securities issued such subsequent financing includes a combination of common stock and common stock equivalents, the greater of (a) 125% of the effective per share purchase price of the common stock issued in such subsequent financing or (b) 100% of the effective per share purchase price of the common stock underlying the common stock equivalents.

The Company determined that the aforementioned $1.00 exercise price adjustment provisions were inconsequential since the Company did not anticipate issuing common stock or common stock equivalents that would trigger a subsequent financing condition, therefore, the fair value of the warrants were determined under a Black-Scholes pricing model and reflected as a warrant derivative liability upon issuance at fair value, as adjusted at each period-end. If at any time after the six-month anniversary of the issuance of the warrants, if there is no effective registration statement covering the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis. As of December 31, 2018, the carrying amount of the derivative liability was $358,050 (see Note 12).

A summary of the Financing Warrants activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Financing Warrants outstanding at January 1, 2018		1,289,172		$	0.29
Issued		2,861,558			1.17
Exercised		(842,117	)		0.20
Issued as result of the reset provision on August 3, 2018		640,405			0.50
Financing Warrants outstanding at December 31, 2018		3,949,018			0.64		4.8
Financing Warrants exercisable at December 31, 2018		3,949,018			0.64		4.8

The exercise of the 842,117 warrants in April 2018 on a cashless basis resulting in the issuance of 736,853 net shares of common stock when the common stock price was $1.60 per share. The aggregate issue date fair value of the Financing Warrants issued during the year ended December 31, 2018 was $2,478,359.

The intrinsic value of exercisable but unexercised in-the-money stock warrants as of December 31, 2018 was approximately $92,000, based on a fair market value of the Company’s common stock of $0.48 per share on December 31, 2018.

The Financing Warrants outstanding, exercisable and reserved as of December 31, 2018 are summarized as follows:

	Exercise Price		Expiration Date	Financing Warrants Classified as Derivative Liabilities (Shares)		Financing Warrants Classified within Stockholders’ Equity (Shares)		Total Exercisable Financing Warrants (Shares)
MDB Warrants	$	0.20	November 4, 2021		-		327,490		327,490
L2 Warrants		0.50	August 3, 2023		1,066,963		-		1,066,963
Strome Warrants		0.50	June 15, 2023		1,500,000		-		1,500,000
B. Riley Warrants		1.00	October 18, 2025		875,000		-		875,000
MDB Warrants		1.15	October 19, 2022		-		119,565		119,565
MDB Warrants		2.50	October 19, 2022		-		60,000		60,000
Total outstanding and exercisable					3,441,963		507,055		3,949,018
L2 Warrant reserve					2,133,926		-		2,133,926
Total outstanding, exercisable and reserved					5,575,889		507,055		6,082,944

Information with respect to the equity-based expense related to the Financing Warrants is provided in Note 18.

Stock Based Compensation

12 Months Ended

Dec. 31, 2018

Stock Based Compensation

18. Stock Based Compensation

Common Stock Options

On March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant to the 2016 Stock Incentive Plan (the “2016 Plan”) from 3,000,000 shares to 5,000,000 shares. In August 2018, the Company increased the authorized number of shares of common stock under the 2016 Plan from 5,000,000 shares to 10,000,000 shares. The Company’s shareholders approved the increase in the number of shares authorized under the 2016 Plan on April 3, 2020. The 2016 Plan is administered by the Board, and there were no grants prior to the formation of the 2016 Plan. Shares subject to an award that lapse, expire, are forfeited or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2016 Plan. Common stock options issued under the 2016 Plan may have a term of up to ten years and may have variable vesting provisions.

As of December 31, 2018, options to acquire 9,405,541 shares of the Company’s common stock had been granted under the 2016 Plan, and options to acquire 594,459 shares of common stock remain available for future grant.

The estimated fair value of the stock based awards is recognized as compensation expense over the vesting period of the award. The fair value of the common stock option awards is estimated at the grant date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life.

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.27% to 3.05%
Expected dividend yield	0.00	%
Expected volatility	108.34% to 139.36%
Expected life	3-6 years

A summary of the common stock option activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Common stock options outstanding at January 1, 2018		2,176,637		$	1.25		9.25
Granted		8,187,750			0.84
Exercised		(125,000	)		0.17
Forfeited		(732,353	)		1.41
Expired		(101,493	)		1.49
Common stock options outstanding at December 31, 2018		9,405,541			0.61		9.30
Common stock options exercisable at December 31, 2018		1,853,186			1.14		8.77

The aggregate grant date fair value of common stock options granted during the year ended December 31, 2018 was $5,566,385. The aggregate intrinsic value as of December 31, 2018 and 2017 was none and $1,573,000, respectively.

In conjunction with the Recapitalization, the Company assumed 175,000 fully vested common stock options having an exercise price of $0.17 per share and an expiration date of May 15, 2019. Of those options, 125,000 were exercised in June 2018 on a cashless basis resulting in the issuance of 106,154 net shares of common stock.

The exercise prices of common stock options outstanding and exercisable are as follows as of December 31, 2018:

	Options		Options
Exercise	Outstanding		Exercisable
Price	(Shares)		(Shares)
Under $1.00		6,093,500		516,333
$1.01 to $1.25		1,707,482		921,946
$1.26 to $1.50		28,309		7,198
$1.51 to $1.75		345,000		108,542
$1.76 to $2.00		1,055,000		252,500
$2.01 to $2.25		135,000		5,417
$2.26 to $2.50		41,250		41,250
		9,405,541		1,853,186

Outstanding options for 7,552,355 shares of the Company’s common stock had not vested at December 31, 2018.

As of December 31, 2018, there was approximately $4,338,362 of total unrecognized compensation expense related to common stock options granted which is expected to be recognized over a weighted-average period of approximately 2.19 years.

The intrinsic value of exercisable but unexercised in-the-money common stock options as of December 31, 2018 was approximately $7,750, based on a fair market value of the Company’s common stock of $0.48 per share on December 31, 2018.

Outside Options

The Company granted common stock options outside the 2016 Plan during the year ended December 31, 2018 to acquire shares of the Company’s common stock certain officers, directors and employees of the Company as approved by the Board and administered by the Company (the “Outside Options”) as follows:

	●	On November 2, 2018, 360,000 common stock options were granted which vest based on certain performance targets.
	●	On December 12, 2018, 354,000 common stock options were granted which vest over time.
	●	On December 13, 2018, 1,000,000 common stock options were granted which vest over time and 700,000 common stock options were granted which vest based on certain performance achievements or certain performance targets.

The Company did not have sufficient authorized but unissued common shares to allow for the exercise of these stock options, therefore, these stock option grants were considered unfunded and were not exercisable until sufficient common shares were authorized (further details subsequent to the date of these consolidated financial statements are provided in Note 24 under the heading Sequencing Policy). Common stock options issued pursuant to the Outside Plan may have a term of up to ten years.

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.79% to 3.09%
Expected dividend yield	0.00	%
Expected volatility	113.49% to 116.86%
Expected life	6 years

					Weighted
					Average
			Weighted		Remaining
	Number		Average		Contractual
	of		Exercise		Life
	Shares		Price		(in Years)
Stock options outstanding at January 1, 2018		-	$	-		-
Granted		2,414,000		0.36
Stock options outstanding at December 31, 2018		2,414,000		0.36		9.94
Stock options exercisable at December 31, 2018		-		-		-

The aggregate grant date fair value of common stock options granted during the year ended December 31, 2018 was $755,884. The aggregate intrinsic value as of December 31, 2018 was $277,820.

As of December 31, 2018, there was approximately $733,875 of total unrecognized compensation expense related to common stock options granted which is expected to be recognized over a weighted-average period of approximately 2.92 years.

Channel Partner Warrants

At December 31, 2018, Channel Partner Warrants to purchase 4,215,500 shares of the Company’s common stock had been issued, and warrants to purchase 982,860, after considering the reduction in the total warrants available of 2,000,000, shares of common stock remain available for future grant.

Upon the performance condition being met under the terms of the Channel Partner Warrants, such warrant will be earned and issued, and once earned will vest over three years and expire five years from issuance. The warrants are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the warrants vest, they are valued on each vesting date. Channel Partner Warrants with performance conditions that do not have sufficiently large disincentive for non-performance are measured at fair value that is not fixed until performance is complete. The estimated fair value of the equity-based awards is recognized as an expense at the vesting date of the award. The fair value of the warrant is estimated at the vesting date as calculated using the Black-Scholes option-pricing model. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and warrant life.

The fair value of Channel Partner Warrants issued during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.53% to 2.89%
Expected dividend yield	0.00	%
Expected volatility	95.73% to 119.45%
Expected life	3-5 years

A summary of the Channel Partner Warrants activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Channel Partner Warrants outstanding at January 1, 2018		1,303,832		$	1.48		4.35
Issued		295,000			1.74
Exercised		-			-
Forfeited		(581,692	)		1.47
Channel Partner Warrants outstanding at December 31, 2018		1,017,140			1.47		3.57
Channel Partner Warrants exercisable at December 31, 2018		319,944			1.39		3.54

The exercise prices range from $1.32 to $2.25 per share. There was no intrinsic value of exercisable but unexercised in-the-money Channel Partner Warrants since the fair market value of $0.48 per share of the Company’s common stock was lower than the exercise prices on December 31, 2018.

A summary of stock based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

	Restricted		Common		Channel
	Stock		Stock		Partner
	Awards		Options		Warrants		Totals
During the year ended December 31, 2018:
Cost of revenue	$	6,745	$	-	$	152,460	$	159,205
Research and development		100,926		95,941		-		196,867
General and administrative		2,872,732		1,112,020		-		3,984,752
Total costs charged to operations		2,980,403		1,207,961		152,460		4,340,824
Capitalized platform development		1,639,038		211,346		-		1,850,384
Total stock based compensation	$	4,619,441	$	1,419,307	$	152,460	$	6,191,208
During the year ended December 31, 2017:
Cost of revenue	$	-	$	-	$	229,720	$	229,720
Research and development		-		-		-		-
General and administrative		777,206		618,761		-		1,395,967
Total costs charged to operations		777,206		618,761		229,720		1,625,687
Capitalized platform development		614,573		-		-		614,573
Total stock based compensation	$	1,391,779	$	618,761	$	229,720	$	2,240,260

Settlement of Promissory Notes Receivable

12 Months Ended

Dec. 31, 2018

Settlement Of Promissory Notes Receivable

Settlement of Promissory Notes Receivable

19. Settlement of Promissory Notes Receivable

On March 19, 2018, the Company entered into a non-binding letter of intent (the “Letter of Intent”) to acquire Say Media, a media and publishing technology company. Pursuant to the Letter of Intent, Maven loaned Say Media $1,000,000 under a secured promissory note dated March 26, 2018 payable on the six month anniversary of the earlier of (i) the termination of the Letter of Intent, or (ii) if Maven and Say Media should execute a definitive agreement (as defined in the Letter of Intent), the termination of the definitive agreement (such date, the “Maturity Date”). Under the secured promissory note, interest shall accrue at a rate of 5% per annum, with all accrued and unpaid interest payable on the Maturity Date, with prepayment permitted at any time without premium or penalty. In the event of default, interest would accrue at a rate of 10%.

Additional promissory notes were issued as follows: (1) on July 23, 2018, a secured promissory note in the principal amount of $250,000, with a Maturity Date and interest terms as outlined above; (2) on August 21, 2018, a senior secured promissory note in the principal amount of $322,363, due and payable on February 21, 2019, with interest terms as outlined above; (3) on November 30, 2018, a senior secured promissory note in the principal amount of $4,322,166, due and payable on or before the first business day following the earlier of (i) the consummation of the Closing, as defined under the Say Media Merger Agreements, and (ii) February 21, 2019, with interest terms as outlined above; totaling $5,894,529 in promissory notes as of December 12, 2018.

On December 12, 2018 pursuant to the Say Media Merger Agreements entered into on October 12, 2018 and amended on October 17, 2018, the Company settled the promissory notes receivable by effectively forgiving $3,366,031 of the balance due at closing as reflected on the consolidated statements of operations. The remainder of the promissory notes consisting of $2,078,498 advanced for the execution payments in connection with the acquisition, and $450,000 advanced for acquisition related legal fees of Say Media where reflected as part of the purchase price.

Liquidated Damages

12 Months Ended

Dec. 31, 2018

Liquidated Damages

Liquidated Damages

20. Liquidated Damages

The Company recognized Liquidated Damages during the year ended December 31, 2018, with respect to its registration rights agreements and securities purchase agreements as follows:

	MDB Common Stock to Be Issued		Series H Preferred Stock		12% Convertible Debentures		Total Liquidated Damages
Registration Rights Damages	$	15,001	$	1,163,955	$	-	$	1,178,956
Public Information Failure Damages		-		1,163,955		706,944		1,870,899
Accrued interest		-		481,017		116,726		597,743
Totals	$	15,001	$	2,808,927	$	823,670	$	3,647,598

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

21. Income Taxes

The components of the benefit for income taxes is as follows:

	Years Ended December 31,
	2018			2017
Current tax benefit
Federal	$	-		$	-
State and local		-			-
Total current tax benefit		-			-
Deferred tax benefit
Federal		3,359,203			920,356
State and local		1,498,009			-
Change in valuation allowance		(4,765,579	)		(920,356	)
Total deferred tax benefit		91,633			-
Total income tax benefit	$	91,633		$	-

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”). The TCJA reduces the U.S. federal corporate tax rate from 35% to 21%, imposes a one-time repatriation tax, and numerous other provisions transitioning to a territorial system.

Proposed amendments to the Income Tax Regulations under Section 163(j) of the U.S. Internal Revenue Code were issued on November 26, 2018 and are effective for the taxable year 2019 after publication in the Federal Register, at which time they will be adopted by the Company. Additional discussion of the impact of the TCJA on the consolidated financial statements is included below.

The components of deferred tax assets and liabilities were as follows:

	As of December 31,
	2018			2017
Deferred tax assets
Net operating loss carryforwards	$	10,474,525		$	1,544,591
Tax credit carryforwards		263,873			-
Accrued expenses and other		64,849			38,328
Allowance for doubtful accounts		16,017			-
Deferred rent		21,233			-
Contract liabilities		84,622			3,631
Liquidating damages payable		646,146			-
Stock based compensation		242,545			119,807
Depreciation and amortization		981,850			-
Current deferred tax assets		12,795,660			1,706,357
Valuation allowance		(8,541,191	)		(1,353,207	)
Total deferred tax assets		4,254,469			353,150
Deferred tax liabilities
Depreciation and amortization		-			(353,150	)
Acquisition-related intangibles		(4,254,469	)		-
Total deferred tax liabilities		(4,254,469	)		(353,150	)
Net deferred tax	$	-		$	-

The Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred tax assets up to the deferred tax liabilities as of December 31, 2018 and 2017.

Based on provisions of the TCJA, the Company remeasured the deferred tax assets and liabilities during the year ended December 31, 2017 based on the rates at which they are expected to reverse in the future, which is generally 21%. Accordingly, the Company recorded a provisional tax expense of approximately $838,000 associated with the remeasurement of its deferred tax balances. However, as it recognize a valuation allowance on deferred tax assets if it is more likely than not that the assets will not be realized in future years, there was no impact to the effective tax rate, as any change to deferred taxes are offset by the valuation allowance.

As of December 31, 2018, the Company had federal, state, and local net operating loss carryforwards available of approximately $36.65 million, $33.93 million, and $8.15 million, respectively, to offset future taxable income. Net operating losses for U.S. federal tax purposes of $15.50 (limited to 80% of taxable in given year) do not expire and $21.15 will expire, if not utilized, through 2037 in various amounts. As of December 31, 2017, the Company had federal net operating loss carryforwards available of approximately $7.3 million to offset future taxable income.

Internal Revenue Code Section 382 and 383 imposes limitations on the utilization of net operating loss carryforwards in the event of a cumulative change in ownership of more than 50% within any three-year period since the last ownership change. The Company believes that it did have a change in control under these Sections in connection with its Recapitalization on November 4, 2016 and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available. Accordingly, the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets.

Further, the Company may have experienced additional control changes under these Sections as a result of recent financing activities. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss carryforwards until the time that it anticipates it will be able to utilize these tax attributes. This could impose an annual limit on the Company’s ability to utilize net operating loss carryforwards and could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect. The U.S. federal net operating loss carryforwards are stated before any such anticipated limitations as of December 31, 2018.

The benefit for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows:

	Years Ended December 31,
	2018						2017
	Amount			Percent			Amount			Percent
Federal benefit expected at statutory rate	$	(5,493,498	)		21.0	%	$	(2,136,666	)		34.0	%
State and local taxes, net of federal benefit		(1,498,009	)		5.7	%		-			0.0	%
Impact of tax rate change		-			0.0	%		837,699			(13.3	)%
Stock based compensation		434,556			(1.7	)%		-			0.0	%
Other differences, net		246,614			(0.8	)%		-			0.0	%
Valuation allowance		4,765,579			(18.2	)%		920,356			(14.7	)%
Permanent differences		1,453,125			(5.6	)%		378,611			(6.0	)%
Tax benefit and effective income tax rate	$	(91,633	)		0.4	%	$	-			0.0	%

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

The Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for the years ended December 31, 2018 and 2017. The Company files tax returns in the U.S federal jurisdiction and New York, California, and other states. The Company is generally subject to examination by income tax authorities for three years from the filing of a tax return, therefore, the federal and certain state returns from 2015 forward and the California returns from 2014 forward are subject to examination. The Company currently is not under examination by any tax authority.

Related Party Transactions

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

+ References + Details

Related Party Transactions

12 Months Ended

Dec. 31, 2018

22. Related Party Transactions

On October 19, 2017, the Company completed a private placement of its common stock, selling 2,391,304 shares at $1.15 per share, for total gross proceeds of $2,750,000. In connection with the offering, the Company issued 119,565 shares of its common stock and warrants to purchase 119,565 shares of its common stock to MDB, which acted as placement agent.

On January 4, 2018, the Company completed a private placement of its common stock, selling 1,200,000 shares at $2.50 per share, for total gross proceeds of $3,000,000. In connection with the offering, MDB, which acted as placement agent, was entitled to 60,000 shares of its common stock and warrants to purchase 60,000 shares of its common stock.

On June 15, 2018, four investors invested a total of $4,775,000 in a 10% convertible debt offering. Included in the total was an investment of $3,000,000 by Strome who beneficially owns more than 10% of the shares of the Company’s common stock, $1,000,000 by the Company’s then Chief Executive Officer, James C. Heckman, and $25,000 from the Company’s then President, Joshua Jacobs, totaling $4,025,000. Interest was payable on the convertible debt at the rate of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December 31, 2018, and the convertible debt was due and payable on June 30, 2019. The 10% convertible debt was converted on August 10, 2018, as described below, where the investors received additional interest payments to provide the investor with a 20% annual internal rate of return. Upon conversion, Strome received $600,000, James C. Heckman received $200,000, and Joshua Jacobs received $5,000 in satisfaction of the 20% annual internal rate of return by issuing additional shares of the Series H Preferred Stock.

On June 15, 2018, the Company also modified two previous securities purchase agreements dated January 4, 2018 and March 30, 2018 with Strome to eliminate a true-up provision entered into on March 30, 2018 under which the Company was committed to issue up to 1,700,000 shares of the Company’s common stock in certain circumstances. As consideration for such modification, the Company issued a warrant to Strome to purchase 1,500,000 shares of the Company’s common stock, exercisable at an initial price of $1.19 per share for a period of 5 years.

On August 10, 2018, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which it issued an aggregate of 19,400 shares of Series H Preferred Stock at a stated value of $1,000, initially convertible into 58,787,879 shares of its common stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share, for aggregate gross proceeds of $19,399,250. Of the shares of Series H Preferred Stock issued, Strome received 3,600, James C. Heckman, or an affiliated entity, received 1,200, and Joshua Jacobs received 30 shares upon conversion of the 10% convertible debt.

On August 10, 2018, B. Riley FBR, acted as placement agent for the Series H Preferred Stock financing, and was paid in cash $575,000, for its services as placement agent, and issued 669 shares (stated value of $1,000 per share) of Series H Preferred Stock.

On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which it issued to the investors the 10% OID Convertible Debentures resulting in net proceeds of $3,285,000. B. Riley’s legal fees and expenses of $40,000 were netted from the proceeds received by them. The Company issued warrants to B. Riley to purchase up to 875,000 shares of the Company’s common stock in connection with this securities purchase agreement.

On December 12, 2018, the Company converted the 10% OID Convertible Debentures to the 12% Convertible Debentures under a securities purchase agreement with three accredited investors, for aggregate proceeds of $3,551,528, which included principal and interest of the 10% OID Convertible Debentures. Upon conversion, interest of $82,913 was recorded for the 10% OID Convertible Debentures held by B. Riley. The Company received net proceeds from B. Riley or its affiliated entities of $8,950,000 under 12% Convertible Debentures. The Company paid B. Riley FBR cash of $540,000 as placement agent in the offering. B. Riley’s legal fees and expenses of $50,000 were netted from the proceeds received by them. The 12% Convertible Debentures are due and payable on December 31, 2020. Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020. The Company’s obligations under the 12% Convertible Debentures are secured by a security agreement, dated as of October 18, 2018.

Board of Directors and Finance Committee

During September 2018, John A. Fichthorn joined the Company’s Board and during November 2018 he was elected as Chairman of the Company’s Board and Chairman of the Company’s Finance Committee. Until March of 2020, Mr. Fichthorn served as Head of Alternative Investments for B. Riley Capital Management, LLC, which is an SEC-registered investment adviser and a wholly-owned subsidiary of B. Riley. During September 2018, Todd D. Sims joined the Company’s Board and is also a member of the board of directors of B. Riley. Mr. Sims serves on the Company’s Board as a designee of B. Riley. Since August 2018, B. Riley FBR has been instrumental in raising debt and equity capital for the Company to support its acquisitions and for refinancing and working capital purposes (as described in Note 2).

Mr. Christopher Marlett was a director of the Company until February 1, 2018. Mr. Marlett is the Chief Executive Officer of MDB. Mr. Gary Schuman, who was the Chief Financial Officer of the Company until May 15, 2017, is the Chief Financial Officer and Chief Compliance Officer of MDB. The Company compensated Mr. Schuman for his services at the rate of $3,000 per month until his resignation. Mr. Robert Levande was a director of the Company until July 5, 2017. Mr. Levande is a senior managing director of MDB.

Service Contracts

Ms. Rinku Sen joined the Company’s Board in November 2017 and has provided consulting services and operates a channel on the Company’s platform. During the years ended December 31, 2018 and 2017, the Company paid Ms. Sen $15,521 and $15,000, respectively, for these services.

Effective on September 20, 2017, the Company entered into a six-month contract, with automatic renewals unless cancelled, with a company located in Nicaragua that is owned by Mr. Christopher Marlett, a then member of the Company’s Board, to provide content conversion services. During the years ended December 31, 2018 and 2017, the Company paid $76,917 and $11,700, respectively, for these services.

Officer Promissory Notes

In May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which was approximately 2.34% as of December 31, 2018. At December 31, 2018, the total principal amount of advances outstanding, including accrued interest of $12,574, was $680,399.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

23. Commitments and Contingencies

Operating Lease

On April 25, 2018, the Company entered into an office sublease agreement to sublease of 7,457 rentable square feet at 1500 Fourth Avenue, Suite 200, Seattle, Washington. The sublease commenced on June 1, 2018 and expires on October 31, 2021. Monthly rental payments are as follows: (1) initial twelve-month term $16,126; (2) next twelve-month term $21,750; (3) next twelve-month term $22,371; and (4) remainder five-month term $22,993; for total minimum lease payments of $837,935. Upon execution of the sublease in April 2018, the Company paid $44,121 as prepaid rent and a security deposit of $22,992 reflected within other long term assets on the consolidated balance sheets. On March 1, 2020, the Company discontinued its co-mingling agreement with the tenant and assumed the entire lease for the remaining term of 20 months. The base rent increased to $34.20 per square foot per annum in months 22 through 29, rising to $35.22 per square foot in months 30 through 41.

On September 19, 2018, the Company entered into a lease for office space located at 995 Market Street, San Francisco, California. The lease commenced on October 1, 2018 with a term of one year. The lease provides for monthly payments of $12,180. The Company has a security deposit of $25,812 reflected within prepayments and other current assets on the consolidated balance sheets.

On December 12, 2018, as part of its acquisition of Say Media, Inc., the Company assumed an office sublease agreement dated July 1, 2015 for 5,000 rentable square feet at 428 SW Fourth Ave, Portland, Oregon 97204. The lease commenced on December 12, 2018 and expires on June 30, 2020. The sublease provides for monthly rental payments of $13,438 through June 30, 2019, and $13,750 until the end of the lease term. The Company has a security deposit of $55,000 reflected within other long term assets on the consolidated balance sheets.

The following table shows the aggregate commitment by year:

Years ending December 31,
2019	$	505,621
2020		347,845
2021		226,817
	$	1,080,283

Rent expense for the years ended December 31, 2018 and 2017 was $253,651 and $69,000, respectively.

The Company is currently evaluating the impact that the adoption of ASC Topic 842, Leases, will have at January 1, 2019 upon recognition of the right-of-use assets and corresponding lease liabilities, initially measured at the present value of the lease payments, on its consolidated balance sheets for these lease commitments, as well as the disclosure of key information about these lease arrangements, including the overall presentation on its consolidated financial statements.

Revenue Guarantee

On a select basis, the Company has provided revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. During the years ended December 31, 2018 and 2017, the Company paid Channel Partner guarantees of $1,456,928 and $560,000, respectively. As of December 31, 2018, the aggregate commitment was $11,500 which is due during the year ending December 31, 2019.

Claims and Litigation

From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Liquidated Damages

Contingent obligations with respect to Public Information Failure Damages for the 12% Convertible Debentures were $78,548 as of December 31, 2018.

Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

24. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

2019 Equity Incentive Plan

On April 4, 2019, the Board approved and the Company adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The purpose of the 2019 Plan is to seek, to better secure, and to retain the services of a select group of persons, to provide incentives for those persons to exert maximum efforts for the success of the Company and its affiliates, and to provide a means by which those persons have an opportunity to benefit from increases in the value of the Company’s common stock through the granting of stock awards.

The 2019 Plan allows the Company to grant statutory and non-statutory stock options, stock appreciation rights, restricted stock awards and/or restricted stock units awards to acquire shares of the Company’s common stock to the Company’s employees, directors and consultants, of which certain awards require the achievement of certain price targets of the Company’s common stock.

From April 10, 2019 through the issuance date of these consolidated financial statements, the Company granted stock options and restricted stock units, of which 81,592,584 are outstanding as of the issuance date of these consolidated financial statements, to acquire shares of the Company’s common stock to officers, directors, employees and consultants. The Company’s shareholders approved the 2019 Plan and the maximum number of shares authorized of 85,000,000 under the plan on April 3, 2020. The Company did not have sufficient authorized but unissued common shares to allow for the exercise of the stock options granted under this plan; accordingly, any stock option grants under this plan were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

Restricted Stock

From January 1, 2019 through the issuance date of these consolidated financial statements, the Company granted restricted stock awards, of which 1,395,833 are outstanding as of the issuance date of these consolidated financial statements, for shares of common stock.

On May 31, 2019, the Company granted 2,399,997 restricted stock units for shares of its common stock, to the holders of the restricted stock awards issued in connection with the HubPages Merger in consideration for an amendment to the true up provisions.

On December 15, 2020, the Company entered into the fourth amendment in connection with the HubPages Merger in consideration for an amendment to the true up provisions are described above, where, among other things, the amendment provides that:

	●	the restricted stock awards will cease to vest and all unvested shares will be deemed unvested and forfeited, leaving an aggregate of 1,064,549 shares vested;
	●	the restricted stock units will be modified to vest on December 31, 2020 and as of the close of business on December 31, 2020, each restricted stock unit will be terminated and deemed forfeited, with no shares vesting thereunder; and
	●	subject to certain conditions, the Company agreed to purchase from certain key personnel of HubPages who agreed to continue their employment, the vested restricted stock awards and restricted stock units, at a price of $4.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning on January 4, 2021.

On December 11, 2019, the Company modified the restricted stock awards vesting provisions issued in connection with the Say Media Merger to remove the repurchase rights, such that they will vest in six equal installments at four-month intervals on the twelfth of each month, starting on December 12, 2019, with the final vesting date on August 12, 2021.

Outside Options

From January 1, 2019 through the issuance date of these consolidated financial statements, the Company granted stock options, of which 1,500,000 are outstanding as of the issuance date of these consolidated financial statements, to acquire shares of the Company’s common stock to officers, directors and employees outside of the 2016 Plan and the 2019 Plan. The Company did not have sufficient authorized but unissued common shares to allow for the exercise of the stock options granted under this plan; accordingly, any stock option grants under this plan were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

12% Convertible Debentures

On March 18, 2019, the Company entered into a securities purchase agreement with two accredited investors, including John Fichthorn, the Company’s Chairman of the Board, pursuant to which the Company issued 12% Convertible Debentures in the aggregate principal amount of $1,696,000, which includes a placement fee of $96,000 paid to B. Riley FBR in the form of a 12% Convertible Debenture, for acting as the Company’s placement agent in the offering. After taking into account legal fees and expenses of $10,000 which were paid in cash, the Company received net proceeds of $1,590,000.

On March 27, 2019, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued 12% Convertible Debentures in the aggregate principal amount of $318,000, which includes a placement fee of $18,000 paid to B. Riley FBR in the form of a 12% Convertible Debenture for acting as the Company’s placement agent in the offering. After taking into account legal fees and expenses, the Company received net proceeds of $300,000.

On April 8, 2019, the Company entered into a securities purchase agreement with an accredited investor, Todd D. Sims, a member of the Company’s Board, pursuant to which the Company issued a 12% Convertible Debenture in the aggregate principal amount of $100,000. In connection with this placement, B. Riley FBR waived its placement fee of $6,000 for acting as the Company’s placement agent in the offering. After taking into account legal fees and expenses, the Company received net proceeds of $100,000.

The 12% Convertible Debentures issued on March 18, 2019, March 27, 2019 and April 8, 2019 are convertible into shares of the Company’s common stock at the option of the investor at any time prior to December 31, 2020, at a conversion price of $0.40 per share, subject to adjustment for stock splits, stock dividends and similar transactions, and beneficial ownership blocker provisions. All other terms, except as noted below, of the 12% Convertible Debentures issued on March 18, 2019, March 27, 2019 and April 8, 2019 are identical to the 12% Convertible Debentures issued on December 12, 2018.

Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on March 18, 2019, March 27, 2019 and April 8, 2019, the Company agreed to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the investors. The Company committed to file the registration statement the later of (i) the 30th calendar day following the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, and (ii) the 30th calendar day after all the common stock issuable on the conversion of the Series H Preferred Stock have been registered pursuant to a registration statement under a certain registration rights agreement, dated as of August 9, 2018. The registration rights agreements provide for Registration Rights Damages (as further described in Note 11) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested (further details are provided under the heading Liquidating Damages).

The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the 12% Convertible Debentures, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 11) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full (further details are provided under the heading Liquidating Damages).

On December 31, 2020, noteholders converted the 12% Convertible Debentures representing an aggregate of $18,104,949 of the then-outstanding principal and accrued but unpaid interest into 53,887,470 shares of the Company’s common stock at effective conversion per-share prices ranging from $0.33 to $0.40. Despite the terms of the 12% Convertible Debentures, the noteholders agreed to allow the Company to repay accrued but unpaid interest in shares of the Company’s common stock. The remaining 12% convertible debentures representing an aggregate of $1,130,903 of outstanding principal and accrued interest were not converted and, instead, such amounts were repaid in cash to the noteholders.

Appointment of New Chief Financial Officer

On May 3, 2019, the Company announced the appointment of Douglas B. Smith as the Company’s Chief Financial Officer.

Pursuant to the terms of an Employment Agreement with the Company, dated as of May 1, 2019, Mr. Smith shall receive an annual salary of $400,000 and be entitled to receive bonuses to be agreed by Company and Mr. Smith in good faith from time to time based on then current financial status of the Company. If Mr. Smith’s employment with the Company is terminated by the Company Without Cause or by Mr. Smith for Good Reason (as those terms are defined in the Employment Agreement), then Mr. Smith shall be entitled to receive a lump sum payment equal to six months of his annual salary.

Mr. Smith was granted options to purchase up to 1,500,000 shares of the Company’s common stock, having an exercise price of $0.57 per share, a term of 10 years, and subject to vesting as described below. These options were granted outside of the 2016 Plan and the 2019 Plan. Of the 1,500,000 options granted: (i) 1,000,000 options will vest over 36 months, with 1/3 vesting after 12 months of continuous service and 1/36 vesting monthly for each month of continuous service thereafter; and (ii) 500,000 will vest over 36 months, with 1/3 vesting after 12 months of continuous service and 1/36 vesting monthly for each month of continuous service thereafter, subject to the Company’s common stock being listed on a national securities exchange.

Mr. Smith was also granted options to purchase up to 1,064,008 shares of the Company’s common stock, having an exercise price of $0.46 per share, a term of 10 years, and subject to vesting based both on time and targets tied to the Company’s common stock, as follows: (i) the options will vest over 36 months, with 1/3 vesting after 12 months of continuous service and 1/36 vesting monthly for each month of continuous service thereafter; and (ii) the Company’s common stock must be listed on a national securities exchange, with incremental vesting upon achievement of certain stock price targets based on a 45-day VWAP during which time the average monthly trading volume of the common stock must be at least 15% of the Company’s aggregate market capitalization.

Acquisition of TheStreet, Inc. and Relationship with Cramer Digital

On June 11, 2019, the Company, TST Acquisition Co., Inc., a Delaware corporation (“TSTAC”), a newly-formed indirect wholly-owned subsidiary of the Company, and TheStreet, Inc., a Delaware corporation (“TheStreet”), entered into an agreement and plan of merger, pursuant to which TSTAC will merge with and into TheStreet, with TheStreet continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of the Company.

The merger agreement provided that all issued and outstanding shares of common stock of TheStreet (other than those shares with respect to which appraisal rights have been properly exercised) will be exchanged for an aggregate of $16,500,000 in cash. Pursuant to the terms of the merger agreement, on June 10, 2019, the Company deposited $16,500,000 into an escrow account pursuant to an escrow agreement, dated June 10, 2019, by and among the Company, TheStreet and Citibank, N.A., as escrow agent.

On August 7, 2019, the Company consummated the merger between TheStreet and TSTAC, pursuant to which TSTAC merged with and into TheStreet, with TheStreet continuing as the surviving corporation in the merger and as an indirect wholly-owned subsidiary of the Company, pursuant to the terms of the merger agreement dated as of June 11, 2019, as amended. In connection with the consummation of the merger, the Company paid a total of $16,500,000 in cash to TheStreet’s stockholders. This transaction was funded through a debt financing arranged by a subsidiary of B. Riley Financial, Inc. (further details are provided under the heading 12% Senior Secured Notes).

On August 8, 2019, in connection with the Street Merger, finance and stock market expert Jim Cramer, who co-founded TheStreet, Inc. agreed to enter into an agreement with Street through Cramer Digital, Inc. (“Cramer”), a production company featuring the digital rights and content created by Mr. Cramer and his team of financial experts. The agreement provides for Mr. Cramer to create video content for Maven on each business day during the term and certain other series of videos (the “Cramer Content”). The Company will pay a commission during the term equal to twenty-five percent of the net advertising revenue generated, received and collected by the Company from the Cramer Content. The Company will pay $3,000,000 as an annualized guaranteed payment in monthly installments beginning May 1, 2020, recoupable against all net advertising revenue generated, received and collected by the Company with respect to the Cramer Content. The agreement further provides that the Company will reimburse fifty percent of the cost of rented office by Cramer, up to a maximum of $4,250 per month. The Company expects that TheStreet’s senior management will continue with the Company subsequent to the merger.

12% Senior Secured Notes

On June 10, 2019, the Company entered into a note purchase agreement with one accredited investor, BRF Finance Co., LLC, an affiliated entity of B. Riley, pursuant to which the Company issued to the investor a 12% senior secured note, due July 31, 2019, in the aggregate principal amount of $20,000,000, which after taking into account B. Riley’s placement fee of $1,000,000 and legal fees and expenses of the investor, resulted in the Company receiving net proceeds of $18,865,000, of which $16,500,000 was deposited into the escrow account to fund TheStreet merger consideration and the balance of $2,365,000 was to be used by the Company for working capital and general corporate purposes. The note has been amended and restated and is no longer outstanding (further details are provided under the heading 12% Amended Senior Secured Notes).

ABG-SI LLC Licensing Agreement

On June 14, 2019, the Company and ABG-SI LLC (“ABG”), a Delaware limited liability company and indirect wholly-owned subsidiary of Authentic Brands Group, entered into a licensing agreement (the “Licensing Agreement”) pursuant to which the Company shall have the exclusive right and license in the United States, Canada, Mexico, United Kingdom, Republic of Ireland, Australia and New Zealand to operate the Sports Illustrated media business (in the English and Spanish languages), including to (i) operate the digital and print editions of Sports Illustrated (including all special interest issues and the swimsuit issue) and Sports Illustrated for Kids, (ii) develop new digital media channels under the Sports Illustrated brands and (iii) operate certain related businesses, including without limitation, special interest publications, video channels, bookazines and the licensing and/or syndication of certain products and content under the Sports Illustrated brand (collectively, the “licensed brands”).

The initial term of the Licensing Agreement shall commence upon the termination of the Meredith License Agreement (as defined below) and shall continue through December 31, 2029. The Company has the option, subject to certain conditions, to renew the term of the Licensing Agreement for nine consecutive renewal terms of 10 years each (collectively, the “Term”), for a total of 100 years.

The Licensing Agreement provides that the Company shall pay to ABG annual royalties in respect of each year of the Term based on gross revenues (“Royalties”) with guaranteed minimum annual amounts. The Company has prepaid ABG $45,000,000 against future Royalties. ABG will pay to the Company a share of revenues relating to certain Sports Illustrated business lines not licensed to the Company, such as commerce. The two companies will be partnering in building the brand worldwide.

Pursuant to an agreement between ABG and Meredith Corporation (“Meredith”), an Iowa corporation, Meredith operated the licensed brands under license from ABG (the “Meredith License Agreement). On October 3, 2019 Maven, ABG and Meredith entered into a Transition Services Agreement and an Outsourcing Agreement whereby the parties agreed to the terms and conditions under which Meredith would continue to operate certain aspects of the licensed brands, and provide certain services during the fourth quarter of 2019 as all activities were transitioned over to Maven. Through these agreements, Maven took over operating control of the Sports Illustrated licensed brands.

The Company issued ABG warrants to acquire 21,989,844 shares of the Company’s common stock (the “Warrants”). Half the Warrants shall have an exercise price of $0.42 per share (the “Forty-Two Cents Warrants”). The other half of the Warrants shall have an exercise price of $0.84 per share (the “Eighty-Four Cents Warrants”). The Warrants provide for the following: (1) 40% of the Forty-Two Cents Warrants and 40% of the Eighty-Four Cents Warrants shall vest in equal monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the Warrants (any unvested portion of such Warrants to be forfeited by ABG upon certain terminations by the Company of the Licensing Agreement); (2) 60% of the Forty-Two Cents Warrants and 60% of the Eighty-Four Cents Warrants shall vest based on the achievement of certain performance goals for the licensed brands in calendar years 2020, 2021, 2022 or 2023; (3) under certain circumstances the Company may require ABG to exercise all (and not less than all) of the Warrants, in which case all of the Warrants shall be vested; (4) all of the Warrants shall automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company; and (5) ABG shall have the right to participate, on a pro-rata basis (including vested and unvested Warrants, exercised or unexercised), in any future equity issuance of the Company (subject to customary exceptions).

Additionally, Ross Levinsohn, the former senior executive from Fox and Yahoo!, had agreed to become the new Chief Executive Officer of the licensed brands.

Mr. Levinsohn was a director of the Company from November 4, 2016 through October 20, 2017. In conjunction with Mr. Levinsohn’s services as a director of the Company, he received restricted stock awards for 245,434 shares of the Company’s common stock. Mr. Levinsohn retained his restricted stock awards and they continued to vest subsequent to his resignation from the Board on October 20, 2017. The restricted stock awards will continue to vest through October 16, 2019. In conjunction with the vesting of the restricted stock awards, the Company recognized stock based compensation cost of $88,235 and $46,611 for the years ended December 31, 2018 and 2017, respectively, which was included in general and administrative expenses on the consolidated statements of operations.

On April 10, 2019, the Company entered into an Advisory Services Agreement with Mr. Levinsohn to provide advisory services with respect to strategic transactions in the media and digital publishing industries, in exchange for which Mr. Levinsohn was granted a stock option to purchase 532,004 shares of the Company’s common stock, exercisable for a period of 10 years at $0.46 per share (the closing market price on April 10, 2019) subject to vesting (i) based on the achievement by the Company of stock price and liquidity targets and becoming listed on a national securities exchange and (ii) a concurrent 36-month vesting period with a 12-month cliff, and were not exercisable until the Company increased its authorized shares of common stock to a sufficient number to permit the full exercise of the stock options granted; accordingly, these stock option grants were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

On June 11, 2019, Mr. Levinsohn was granted stock options, in conjunction with Mr. Levinsohn’s services relating to the Company’s entry into the Licensing Agreement, to acquire 2,000,000 shares of the Company’s common stock under the Company’s 2019 Plan. These stock options vest monthly over three years, with one-third vesting after 12 months of continuous service from the grant date and a further 1/36 vesting at the end of each month of continuous service thereafter, exercisable for a period of ten years at $0.42 per share (the closing market price on June 11, 2019), and were not exercisable until the Company increased its authorized shares of common stock to a sufficient number to permit the full exercise of the stock options granted; accordingly, these stock option grants were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

On September 16, 2019, Mr. Levinsohn was granted a stock options, in conjunction with Mr. Levinsohn’s services relating to the Company’s entry into the Licensing Agreement, to acquire 2,000,000 shares of the Company’s common stock under the Company’s 2019 Plan. These stock options vest monthly over three years, with one-third vesting after 12 months of continuous service from the grant date and the remaining two-thirds over next 24 months subject to meeting certain revenue targets, exercisable for a period of ten years, $0.78 per share (the closing market price on September 16, 2019), and were not exercisable until the Company increased its authorized shares of common stock to a sufficient number to permit the full exercise of the stock options granted; accordingly, these stock option grants were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

Mr. Levinsohn purchased $500,000 of the Company’s newly designated Series I Convertible Preferred Stock.

On August 26, 2020 Mr. Levinsohn became Chief Executive Officer of the Company.

12% Amended Senior Secured Notes

On June 14, 2019, the Company entered into an amended and restated note purchase agreement with one accredited investor, BRF Finance Co., LLC, an affiliated entity of B. Riley, which amended and restated the 12% senior secured note dated June 10, 2019, by and among the Company and the investor. Pursuant to this amendment, the Company issued an amended and restated 12% senior secured note, due June 14, 2022, in the aggregate principal amount of $68,000,000, which amends, restates and supersedes that $20,000,000 12% senior secured note issued by the Company on June 10, 2019 to the investor. The Company received additional gross proceeds of $48,000,000, which after taking into account B. Riley’s placement fee of $2,400,000 and legal fees and expenses of the investor, the Company received net proceeds of $45,550,000, of which $45,000,000 was paid to ABG against future Royalties in connection with the Company’s Licensing Agreement, dated June 14, 2019, with ABG, and the balance of $550,000 to be used by the Company for working capital and general corporate purposes.

On August 27, 2019, the Company entered into a first amendment to the amended note purchase agreement with one accredited investor, BRF Finance Co., LLC, an affiliated entity of B. Riley, which amended the amended and restated 12% senior secured note dated June 14, 2019. Pursuant to this first amendment, the Company received gross proceeds of $3,000,000, which after taking into account a closing fee paid to the investor of $150,000 and legal fees and expenses of the investor, the Company received net proceeds of approximately $2,830,000, which will be used by the Company for working capital and general corporate purposes.

On February 27, 2020, the Company entered into a second amendment to amended and restated note purchase agreement with one accredited investor, BRF Finance Co., LLC, an affiliated entity of B. Riley, which amended the first amendment to the amended and restated 12% senior secured note dated August 27, 2019. Pursuant to the second amendment, the Company is (i) allowed to replace our previous $3.5 million working capital facility with a new $15.0 million working capital facility; and (ii) permitted to account for the issuance by the investor of a $3.0 million letter of credit to the Company’s landlord for the Company’s lease of the premises located at 225 Liberty Street, 27th Floor, New York, New York 10281.

The balance outstanding under the amended and restated 12% senior secured notes as of the issuance date of these consolidated financial statements was $56,296,090, which included payment-in-kind interest of $7,457,388 (further details on Amendment 1 are provided under the heading Delayed Draw Term Note). During October 2019, approximately $4,800,000 of the outstanding balance was converted to Series J Preferred Stock (as described under the heading Series J Preferred Stock).

Warrant Exercise

On September 10, 2019, the L2 Warrants were fully exercised on a cashless basis for the issuance of 539,331 shares of the Company’s common stock.

Series H Preferred Stock

Between August 14, 2020 and August 20, 2020, the Company entered into additional securities purchase agreement for the sale of Series H Preferred Stock with accredited investors, pursuant to which the Company issued an aggregate of 2,253 shares, at a stated value of $1,000 per share, initially convertible into 6,825,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.33 per share, for aggregate gross proceeds of $2,730,000 for working capital and general corporate purposes. The number of shares issuable upon conversion of the Series H Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series H Preferred Stock shall vote on an as-if-converted to common stock basis, subject to beneficial ownership blocker provisions and other certain conditions.

The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series H Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages (as further described in Note 11) to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full.

Series I Preferred Stock

On June 27, 2019, 25,800 authorized shares of the Company’s preferred stock were designated as “Series I Convertible Preferred Stock” (the “Series I Preferred Stock”). On June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 23,100 shares of Series I Preferred Stock at a stated value of $1,000, initially convertible into 46,200,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.50 per share, for aggregate gross proceeds of $23,100,000. The number of shares issuable upon conversion of the Series I Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series I Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions.

In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $1,386,000 plus $52,500 in reimbursement of legal fees and other transaction costs. The Company used approximately $18.3 million of the net proceeds from the financing to partially repay the amended and restated 12% senior secured note dated June 14, 2019, and to pay deferred fees of approximately $3.4 million related to that borrowing facility.

All of the shares of Series I Preferred Stock convert automatically into shares of the Company’s common stock on the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series I Preferred Stock, and all of the Series H Preferred Stock, to be converted in full (further details are provided under the heading Sequencing Policy).

Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on June 28, 2019, the Company agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet and its license with ABG, with the SEC, but in no event later than December 1, 2019. The Company committed to cause the registration statement to become effective by no later than 90 days after December 1, 2019, subject to certain conditions. The registration rights agreements provide for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested (further details are provided under the heading Liquidating Damages).

The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series I Preferred Shares, then the Company will be obligated to pay Public Information Failure Damages to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full (further details are provided under the heading Liquidating Damages).

Series J Preferred Stock

On October 4, 2019, 35,000 authorized shares of the Company’s preferred stock were designated as “Series J Convertible Preferred Stock” (the “Series J Preferred Stock”). On October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company issued an aggregate of 20,000 shares of Series J Preferred Stock at a stated value of $1,000, initially convertible into 28,571,428 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.70 per share, for aggregate gross proceeds of $20,000,000. The number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series J Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions.

In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $525,240 plus $43,043 in reimbursement of legal fees and other transaction costs. The Company used $5.0 million of the net proceeds from the financing to partially repay the amended and restated 12% senior secured note dated June 14, 2019, and to use net proceeds of approximately $14.4 million for working capital and general corporate purposes.

Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements on October 7, 2019, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September 30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet, Say Media, HubPages, and its license with ABG, with the SEC, but in no event later than March 31, 2020. The Company committed to cause the registration statement to become effective by no later than 90 days after March 31, 2020, subject to certain conditions. The registration rights agreements provide for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested (further details are provided under the heading Liquidating Damages).

On September 4, 2020, the Company closed on an additional Series J Preferred Stock issuance with two accredited investors, pursuant to which we issued an aggregate of 10,500 shares of Series J Preferred Stock at a stated value of $1,000 per share, initially convertible into 15,000,000 shares of our common stock at a conversion rate equal to the stated value divided by the conversion price of $0.70, for aggregate gross proceeds of $6,000,000 for working capital and general corporate purposes. The number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each share of Series J Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions.

Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements on September 4, 2020, the Company agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; but in no event later than April 30, 2021 (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 60 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreement provides for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested.

All of the shares of Series J Preferred Stock convert automatically into shares of the Company’s common stock on the date an amendment to the Company’s certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of its common stock to at least a number permitting all the Series J Preferred Stock, and all of the Series I Preferred Stock, and Series H Preferred Stock, to be converted in full (further details are provided under the heading Sequencing Policy).

The securities purchase agreements entered into on October 7, 2019 and September 4, 2020 also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of issuance of the Series I Preferred Stock, then the Company will be obligated to pay Public Information Failure Damages to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full (further details are provided under the heading Liquidating Damages).

Series K Preferred Stock

On October 22, 2020, 20,000 authorized shares of the Company’s preferred stock were designated as “Series K Convertible Preferred Stock” (the “Series K Preferred Stock”). Between October 23, 2020 and November 11, 2020, the Company closed on several securities purchase agreements with accredited investors, pursuant to which the Company issued an aggregate of 18,042 shares of Series K Preferred Stock at a stated value of $1,000, initially convertible into 45,105,000 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $0.40 per share, for aggregate gross proceeds of $18,042,090. The number of shares issuable upon conversion of the Series K Preferred Stock will be adjusted in the event of stock splits, stock dividends, combinations of shares and similar transactions. Each Series K Preferred Stock shall vote on an as-if-converted to common stock basis, subject to certain conditions.

In consideration for its services as placement agent, the Company paid B. Riley FBR a cash fee of $520,500. The Company used approximately $3.4 million of the net proceeds from the financing to partially repay the amended and restated 12% secured senior notes dated June 14, 2019 and used approximately $2.6 million for payment on a prior investment, with the remainder of approximately $12.0 million for working capital and general corporate purposes.

All of the shares of Series K Preferred Stock convert automatically into shares of our common stock on the date an amendment to our certificate of incorporation is filed and accepted with the State of Delaware that increases the number of authorized shares of our common stock to at least a number permitting all the Series K Preferred Stock, and all of our Series J Preferred Stock, Series I Preferred Stock, and Series H Preferred Stock, to be converted in full (further details are provided under the heading Sequencing Policy).

Pursuant to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors. The Company committed to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC; provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the 30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreements provide for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested.

The securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company fails for any reason to satisfy the current public information requirement, commencing from the six (6) month anniversary date of issuance of the Series K Preferred Stock, then the Company will be obligated to pay Public Information Failure Damages to each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full.

Appointment of Chief Operating Officer

On December 9, 2019, the Company announced the appointment of William Sornsin as the Company’s Chief Operating Officer. Mr. Sornsin had been with the Company since 2016 and has filled various roles with the Company since that time. Mr. Paul Edmondson, who had also held the position of Chief Operating Officer, will continue as the Company’s President. Mr. Sornsin resigned as an employee and officer of the Company on September 4, 2020 and continues to serve the Company in a consulting role.

Appointment of Chief Revenue Officer

On December 9, 2019, Company announced the appointment of Mr. Avi Zimak as the Company’s Chief Revenue Officer and Head of Global Strategic Partnerships. Mr. Zimak will be employed on a full-time basis, at an annual salary of $450,000. Mr. Zimak will be paid a signing bonus of $250,000, subject to recapture in certain circumstances if Mr. Zimak’s employment ends before the second anniversary of the date of his employment agreement. Mr. Zimak will be eligible for an annual bonus of up to $450,000, based on the achievement in each calendar year of defined annual revenue targets, calculated on a quarterly basis, and paid quarterly subject to an annual reconciliation. Mr. Zimak will be granted a ten-year stock option to purchase up to an aggregate of 2,250,000 shares of common stock under the 2019 Plan. The stock options will vest as to 1,125,000 shares, in three equal installments, based on performance targets tied to the achievement of established annual revenue targets for fiscal years 2020 to and including 2022. The remaining 1,250,000 stock options will vest as follows: (i) 1/3 will vest after 12 months from the date of the employment agreement; and (ii) then 1/36th will vest at the end of each month thereafter, concluding 36 months from the effect date of the employment agreement. The stock options granted were not exercisable until the Company increased its authorized shares of common stock to a sufficient number to permit exercise of the stock options granted; accordingly, the stock option grants were considered unfunded and were not permitted to be exercised until sufficient common shares were authorized (further details are provided under the heading Sequencing Policy).

At the commencement of the employment, Mr. Zimak will also be awarded restricted stock units for 250,000 shares of common stock, vesting one year after the date of the employment agreement, with the shares to be delivered on the fifth anniversary of the date of the employment agreement. The term of the employment agreement is for an initial period of two years, and it is automatically renewed for one additional year periods thereafter if not previously terminated. The employment agreement has early termination provisions for cause, permanent incapacity, and death. Mr. Zimak has the right to terminate for good reason in certain circumstances. In the event of certain of the early termination events, the Company will be obligated to pay salary compensation, bonus amounts and various of the restricted stock units will continue to vest. In the event of termination, the vested stock options and further vesting will be governed by the terms of the stock option grant and the plan under which they are granted. During the employment period and for one year thereafter, Mr. Zimak will be subject to the Company’s typical non-solicitation and competition provisions for all executive employees.

Merger of Subsidiaries

On December 19, 2019, the Company’s wholly owned subsidiaries Maven Coalition, Inc., a Nevada corporation, and HubPages, Inc, a Delaware corporation, were merged into the Company’s wholly owned subsidiary Say Media, Inc., a Delaware corporation. On January 6, 2020 Say Media, Inc. amended its certificate of incorporation to change its name to Maven Coalition, Inc.

Operating Lease

On August 7, 2019, as part of its acquisition of TheStreet, Inc., the Company assumed the office lease of approximately 35,000 rentable square feet at 14 Wall Street, 15^th Floor, New York, New York 10005. The lease has a remaining term of 16 months, terminating on December 31, 2020. The annual lease payments aggregate to approximately $1,804,750.

Effective October 1, 2019, the Company entered into an office lease of approximately 5,258 rentable square feet at 301 Arizona Avenue, 4^thFloor, Santa Monica, California 90401. The lease has a term of 5 years, terminating on September 30, 2024. The annual lease payments aggregate to approximately $1,344,900.

On January 14, 2020, the Company entered into an office lease of approximately 40,868 rentable square feet at 225 Liberty Street, 27^th Floor, New York, New York, with an effective date of February 1, 2020. Under the terms of the agreement, the Company has a rent abatement for the initial nine months of the lease term, with rent payments commencing during November 1, 2020 and the lease expiring in November 30, 2032. The Company has a maximum tenant allowance of $408,680 for certain costs. Monthly rental payments are as follows: 1) initial sixty-month term $252,019; 2) second sixty-month term $269,048; and 3) remainder twenty-five-month term $286,076; for total minimum lease payments of $38,415,920. In addition to the fixed rent the Company will also pay a portion of the operating costs associated with the space and is entitled to.

Effective March 1, 2020, the Company entered into a corporate apartment lease at 30 West Street, New York, NY 10004. The lease has a term of 18 months, terminating on August 31, 2020. The annual lease payments aggregate to approximately $153,000.

The Company is currently evaluating the impact that the adoption of ASC Topic 842, Leases, will have at January 1, 2019 upon recognition of the right-of-use assets and corresponding lease liabilities, initially measured at the present value of the lease payments, on its balance sheet for these lease commitments, as well as the disclosure of key information about these lease arrangements, including the overall presentation on its consolidated financial statements.

FastPay Credit Facility

On February 27, 2020, the Company entered into a financing and security agreement with FPP Finance LLC (“FastPay”) pursuant to which FastPay extended a $15,000,000 line of credit for working capital purposes secured by a first lien on all of the Company’s cash and accounts receivable and a second lien on all other assets. Borrowings under the facility bear interest at the LIBOR Rate plus 8.50% and have a final maturity of February 6, 2022. The balance outstanding as of the issuance date of these consolidated financial statements was approximately $7,179,000.

Asset Acquisition of Petametrics Inc.

On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., dba LiftIgniter, a Delaware corporation where it purchased substantially all the assets, including the intellectual property and excluding certain accounts receivable, and assumed certain liabilities. The purchase price consisted of: 1) cash payment of $184,086 on February 19, 2020, in connection with the repayment of all outstanding indebtedness, 2) at closing a cash payment of $131,202, 3) collections of certain accounts receivable, 4) on the first anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock, and 5) on the second anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s common stock.

Delayed Draw Term Note

On March 24, 2020, the Company entered into a second amended and restated note purchase agreement with BRF Finance Co., LLC, an affiliated entity of B. Riley, in its capacity as agent for the purchasers, which amended and restated the amended and restated note purchase agreement dated June 14, 2019, as amended. Pursuant to the second amended and restated note purchase agreement, the Company issued a 15% delayed draw term note (the “Term Note”), in the aggregate principal amount of $12,000,000 to the investor. Up to $8,000,000 in principal amount under the Term Note is due on March 31, 2021, with the balance thereunder due on June 14, 2022. Interest on amounts outstanding under the Term Note are payable in-kind in arrears on the last day of each fiscal quarter.

On March 25, 2020, the Company drew down $6,913,865 under the Term Note, and after taking into account $793,109 of commitment, funding fees, and legal fees and expenses paid to B. Riley FBR, the Company received net proceeds of approximately $6,000,000, which will be used by the Company for working capital and general corporate purposes. Additional borrowings under the note requested by the Company may be made at the option of the purchasers.

Pursuant to the second amended and restated note purchase agreement, interest on amounts outstanding under the notes previously issued under the amended and restated note purchase agreement with respect to (x) interest payable on the notes previously issued under the amended and restated note purchase agreement on March 31, 2020 and June 30, 2020, and (y) at the Company’s option, with the consent of requisite purchasers, interest payable on the notes previously issued under the amended and restated note purchase agreement on September 30, 2020, in lieu of the payment in cash of all or any portion of the interest due on such dates, will be payable in-kind in arrears on the last day of such fiscal quarter.

In connection with entering into the second amended and restated note purchase agreement, the Company entered into an amendment to its $15 million FastPay working capital facility to permit the additional secured debt that may be incurred under the Term Note.

Pursuant to an amendment to the second amended and restated note purchase agreement (“Amendment 1”), interest payable on the 12% Amended Senior Secured Note on September 30, 2020, December 31,2020, March 31, 2021, June 30, 2021, September 30, 2021 and December 31,2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the purchaser, such interest amounts can be converted into shares of the Company’s common stock at the most recently completed equity offer price. In addition, $3,367,090 of principal amount of the Term Note was converted into the Series K Preferred Stock and the maturity date on the balance of the Term Note was changed from March 31, 2021 to March 31, 2022. The aggregate principal amount outstanding as of the issuance date of these consolidated financial statements was $4,294,228 (including payment-in-kind interest of $675,868, which was added to the outstanding note balance).

Payroll Protection Program Loan

On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”). The Company received total proceeds of approximately $5.7 million under the note. In accordance with the requirements of the CARES Act, the Company will use proceeds from the note agreement primarily for payroll costs. The note is scheduled to mature on April 6, 2022 and has a 0.98% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The balance outstanding as of the issuance date of these consolidated financial statements was $5,702,725.

Forgiveness of the note is only available for principal that is used for the limited purposes that qualify for forgiveness under SBA requirements, and that to obtain forgiveness, the Company must request it and must provide documentation in accordance with the SBA requirements, and certify that the amounts the Company is requesting to be forgiven qualify under those requirements. The Company will remain responsible under the note for any amounts not forgiven, and that interest payable under the note will not be forgiven but that the SBA may pay the note interest on forgiven amounts. Requirements for forgiveness, among other requirements, provide for eligible expenditures, necessary records/documentation, or possible reductions of the forgiven amount due to changes in number of employees or compensation.

Liquidating Damages

The Company determined that it is contingently liable for certain for the Registration Rights Damages and Public Information Failure Damages (collectively the “Liquidating Damages”) covering the instruments in the table below, therefore, a contingent obligation (including interest computed at 1% per month based on the balance outstanding for each Liquidating Damages) exist as of the issuance date of these consolidated financial statements as follows:

	12% Convertible Debentures		Series I Preferred Stock		Series J Preferred Stock		Total Liquidating Damages
Registration Rights Damages	$	-	$	1,386,000	$	400,000	$	1,786,000
Public Information Failure Damages		120,000		1,155,000		200,000		1,475,000
Accrued interest		13,874		242,873		122,696		379,443
	$	133,874	$	2,783,873	$	722,696	$	3,640,443

Sequencing Policy

Based on a preliminary analysis, the Company has determined that it will have authorized and unissued shares of the Company’s common stock available for issuance that it could potentially be required to deliver under its equity contracts as of the issuance date of these consolidated financial statements. This determination was based on the issuance of the aforementioned securities or potentially dilutive securities issued after the year ended December 31, 2018.

On December 18, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its common stock from 100,000,000 shares to 1,000,000,000 shares. As a result, as of December 18, 2020, the Company has a sufficient number of authorized but unissued shares of its common stock available for issuance required under all of its securities that are convertible into shares of its common stock.

Coronavirus (COVID-19)

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

As a result of these factors the Company experienced a decline in traffic and advertising revenue in the first and second quarters of 2020. The Company implemented cost reduction measures in an effort to offset these declines. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues through the balance of 2020. The Company expects a continued modest growth in advertising revenue back toward pre-pandemic levels, however, such growth depends on future developments, including the duration of COVID-19, future sport event advisories and restrictions, and the extent and effectiveness of containment actions taken.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted March 27, 2020 . Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property. The Company is evaluating the impact of the CARES Act on its consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Principles of Consolidation

Principles of Consolidation

Foreign Currency

Foreign Currency

Use of Estimates

Use of Estimates

Risks and Uncertainties

Risks and Uncertainties

Revenue Recognition

Revenue Recognition

The following is a description of the principal activities from which the Company generates revenue:

Disaggregation of Revenue

Disaggregation of Revenue

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

	Years Ended December 31,
	2018		2017
Revenue by product line:
Advertising	$	5,614,953	$	62,777
Membership subscriptions		85,246		14,218
Total	$	5,700,199	$	76,995
Revenue by geographical market:
United States	$	5,700,199	$	76,995
Other		-		-
Total	$	5,700,199	$	76,995
Revenue by timing of recognition:
At point in time	$	5,614,953	$	62,777
Over time		85,246		14,218
Total	$	5,700,199	$	76,995

Cost of Revenue

Cost of Revenue

Contract Balances

Contract Balances

The following table provides information about contract balances:

	As of December 31, 2018						As of December 31, 2017
	Advertising		Memberships		Total		Advertising		Memberships		Total
Factor receivables	$	6,130,674	$	-	$	6,130,674	$	52,348	$	854	$	53,202
Short-term contract assets (contract fulfillment costs)		-		17,056		17,056		-		14,147		14,147
Short-term contract liabilities		325,863		70,544		396,407		-		31,437		31,437
Long-term contract liabilities		252,500		-		252,500		-		-		-

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

	As of December 31,
	2018		2017
Cash and cash equivalents	$	2,406,596	$	619,249
Restricted cash		120,693		3,000,000
Total cash, cash equivalents, and restricted cash	$	2,527,289	$	3,619,249

Concentrations

Concentrations

Revenue from significant customers as a percentage of the Company’s total revenue are as follows:

	Years Ended December 31,
	2018			2017
Customer 1		35.5	%		-
Customer 2		14.8	%		-

Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows:

	As of December 31,
	2018			2017
Customer 1		16.8	%		-
Customer 2		-			-

Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows:

	As of December 31,
	2018			2017
Vendor 1		29.4	%		-
Vendor 2		11.5	%		-

Property and Equipment

Property and Equipment

Office equipment and computers			3 years
Furniture and fixtures			3 – 5 years

Platform Development

Platform Development

Business Combinations

Business Combinations

Intangible Assets

Intangible Assets

Long-Lived Assets

Long-Lived Assets

Goodwill

Goodwill

Deferred Financing Costs and Discounts on Debt Obligations

Deferred Financing Costs and Discounts on Debt Obligations

Amortization of debt discount during the years ended December 31, 2018 and 2017, was $601,840 and none, respectively.

Liquidated Damages

Liquidated Damages

Research and Development

Research and Development

General and Administrative

General and Administrative

Derivative Financial Instruments

Derivative Financial Instruments

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Preferred Stock

Preferred Stock

Stock Based Compensation

Stock Based Compensation

The Company classifies stock based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s cash compensation costs are classified.

Channel Partner Warrants

Channel Partner Warrants

Income Taxes

Income Taxes

Income (Loss) Per Common Share

Income (Loss) per Common Share

	As of December 31,
	2018		2017
Series G Preferred Stock		188,791		98,698
Series H Preferred Stock		58,787,879		-
Indemnity shares of common stock		825,000		-
Unvested and forfeitable restricted stock awards		6,309,876		6,979,596
Financing Warrants		3,949,018		1,289,172
Channel Partner Warrants		1,017,141		1,303,832
Common stock options:
2016 Plan		9,405,541		2,176,637
Outside Options		2,414,000
Total		82,897,246		11,847,935

Adoption of Sequencing Policy

Adoption of Sequencing Policy

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Disaggregation of Revenue

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

	Years Ended December 31,
	2018		2017
Revenue by product line:
Advertising	$	5,614,953	$	62,777
Membership subscriptions		85,246		14,218
Total	$	5,700,199	$	76,995
Revenue by geographical market:
United States	$	5,700,199	$	76,995
Other		-		-
Total	$	5,700,199	$	76,995
Revenue by timing of recognition:
At point in time	$	5,614,953	$	62,777
Over time		85,246		14,218
Total	$	5,700,199	$	76,995

Schedule of Contract with Customer, Asset and Liability

The following table provides information about contract balances:

	As of December 31, 2018						As of December 31, 2017
	Advertising		Memberships		Total		Advertising		Memberships		Total
Factor receivables	$	6,130,674	$	-	$	6,130,674	$	52,348	$	854	$	53,202
Short-term contract assets (contract fulfillment costs)		-		17,056		17,056		-		14,147		14,147
Short-term contract liabilities		325,863		70,544		396,407		-		31,437		31,437
Long-term contract liabilities		252,500		-		252,500		-		-		-

Schedule of Cash and Restricted Cash

The following table reconciles total cash, cash equivalents, and restricted cash:

	As of December 31,
	2018		2017
Cash and cash equivalents	$	2,406,596	$	619,249
Restricted cash		120,693		3,000,000
Total cash, cash equivalents, and restricted cash	$	2,527,289	$	3,619,249

Schedule of Concentration of Credit Risk

Revenue from significant customers as a percentage of the Company’s total revenue are as follows:

	Years Ended December 31,
	2018			2017
Customer 1		35.5	%		-
Customer 2		14.8	%		-

Significant accounts receivable balances as a percentage of the Company’s total accounts receivable are as follows:

	As of December 31,
	2018			2017
Customer 1		16.8	%		-
Customer 2		-			-

Significant accounts payable balances as a percentage of the Company’s total accounts payable are as follows:

	As of December 31,
	2018			2017
Vendor 1		29.4	%		-
Vendor 2		11.5	%		-

Schedule of Depreciation and Amortization, Useful Lives of Assets

Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

Office equipment and computers			3 years
Furniture and fixtures			3 – 5 years

Schedule of Net Income (loss) Per Common Share

	As of December 31,
	2018		2017
Series G Preferred Stock		188,791		98,698
Series H Preferred Stock		58,787,879		-
Indemnity shares of common stock		825,000		-
Unvested and forfeitable restricted stock awards		6,309,876		6,979,596
Financing Warrants		3,949,018		1,289,172
Channel Partner Warrants		1,017,141		1,303,832
Common stock options:
2016 Plan		9,405,541		2,176,637
Outside Options		2,414,000
Total		82,897,246		11,847,935

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Business Combinations [Abstract]

Summary of Price Allocation for Acquisition

Cash	$	1,537,308
Current assets		50,788
Accounts receivable and unbilled receivables		1,033,080
Other assets		25,812
Developed technology		6,740,000
Trade name		268,000
Goodwill		1,857,663
Current liabilities		(851,114	)
Deferred tax liability		(91,633	)
Net assets acquired	$	10,569,904

Schedule of Shares Issued for Post Combination Services

The shares issued are for post combination services. The composition of the purchase price is as follows:

Cash	$	9,537,397
Issued shares of common stock		1,636,251
Indemnity shares of common stock		288,750
Net settlement of preexisting relationship		552,314
Noncompete agreement		242,310
Total purchase consideration	$	12,257,022

Summary of Price Allocation for Assets Acquired and Liabilities

Cash	$	534,637
Accounts receivable and unbilled receivables		4,624,455
Prepaid expenses		172,648
Note receivable		41,638
Fixed assets		11,392
Other assets		65,333
Developed technology		8,010,000
Trade name		480,000
Noncompete agreement		480,000
Goodwill		5,466,624
Accounts payable		(3,618,112	)
Accrued expenses		(1,470,749	)
Contract liabilities		(513,336	)
Other liabilities		(2,027,508	)
Net assets acquired	$	12,257,022

Schedule of Pro-forma Information for Acquisition

	Revenue			Net Income (Loss)
Acquired entities only from acquisition date until December 31, 2018:
HubPages	$	2,996,700		$	471,640
Say Media		1,398,690			75,661
Total acquired entities only from acquisition date until December 31, 2018	$	4,395,390		$	547,301
Combined entity supplemental pro forma from January 1, 2018 to December 31, 2018 (unaudited):
HubPages	$	7,537,166		$	951,836
Say Media		15,210,464			3,365,989
Maven		1,304,809			(26,615,184	)
Adjustments		(1,376,478	)		(5,774,681	)
Total supplemental pro forma from January 1, 2018 to December 31, 2018	$	22,675,961		$	(28,072,040	)
Combined entity supplemental pro forma from January 1, 2017 to December 31, 2017 (unaudited):
HubPages	$	4,904,759		$	575,963
Say Media		12,608,398			20,829,482
Maven		76,995			(6,284,313	)
Adjustments		-			(8,344,013	)
Total supplemental pro forma from January 1, 2017 to December 31, 2017	$	17,590,152		$	6,777,119

The following summarizes earnings per common share of the combined entity had the date of the acquisitions been January 1, 2017:

	Supplemental Pro Forma from January 1, 2018 to December 31, 2018 (unaudited)			Supplemental Pro Forma from January 1, 2017 to December 31, 2017 (unaudited)
Net income (loss)	$	(28,072,040	)	$	6,777,119
Net income (loss) per common share – basic and diluted	$	(0.81	)	$	0.33
Weighted average number of common shares outstanding – basic and diluted		34,444,608			20,849,067

Prepayments and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2018

Prepayments And Other Current Assets

Schedule of Prepayments and Other Current Assets

Prepayments and other current assets are summarized as follows:

	As of December 31,
	2018		2017
General prepaid expenses	$	637,281	$	174,369
Prepaid software license		85,936		-
Security deposits		25,812		-
Prepaid rent and other		109,294		-
	$	858,323	$	174,369

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment are summarized as follows:

	As of December 31,
	2018			2017
Office equipment and computers	$	86,040		$	46,309
Furniture and fixtures		22,419			21,220
		108,459			67,529
Less accumulated depreciation and amortization		(39,629	)		(12,859	)
Net property and equipment	$	68,830		$	54,670

Platform Development (Tables)

12 Months Ended

Dec. 31, 2018

Platform Development

Summary of Platform Development Costs

Platform development costs are summarized as follows:

	As of December 31,
	2018			2017
Platform development	$	6,833,900		$	3,145,308
Less accumulated amortization		(2,125,944	)		(512,251	)
Net platform development	$	4,707,956		$	2,633,057

Summary of Platform Development Cost Activity

A summary of platform development activity for the year ended December 31, 2018 is as follows:

Platform development at January 1, 2018	$	3,145,308
Costs capitalized during the period:
Payroll-based costs		2,156,015
Stock based compensation		1,850,384
Dispositions		(317,807	)
Platform development at December 31, 2018	$	6,833,900

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Subjects to Amortization

Intangible assets subject to amortization consisted of the following:

	As of December 31, 2018
	Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	14,750,000	$	(558,423	)	$	14,191,577
Noncompete agreement		480,000		(12,000	)		468,000
Trade name		748,000		(23,819	)		724,181
Subtotal amortizable intangible assets		15,978,000		(594,242	)		15,383,758
Website domain name		20,000		-			20,000
Total intangible assets	$	15,998,000	$	(594,242	)	$	15,403,758

Schedule of Future Estimated Amortization Expenses for Intangible Assets

As of December 31, 2018, estimated total amortization expense for the next five years related to the Company’s intangible assets subject to amortization is as follows:

December 31,
2019	$	3,339,600
2020		3,327,600
2021		3,099,600
2022		3,099,600
2023		2,517,358
	$	15,383,758

Goodwill (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Value of Goodwill

The changes in the carrying value of goodwill for the year ended December 31, 2018 is as follows:

Goodwill at January 1, 2018	$	-
Goodwill acquired in acquisition of HubPages		1,857,663
Goodwill acquired in acquisition of Say Media		5,466,624
Goodwill at December 31, 2018	$	7,324,287

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2018

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses are summarized as follows:

	As of December 31,
	2018		2017
General accrued expenses	$	451,530	$	150,136
Accrued payroll and related taxes		584,550		-
Accrued publisher expenses		644,299		-
Customer rebate		489,466		-
Other accrued expenses		212,202		-
Total accrued expenses	$	2,382,047	$	150,136

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of Valuation Activity for the Warrants Accounted for Derivative Liability

	L2 Warrants			Strome Warrants			B. Riley Warrants			Total Warrant Derivative Liabilities
Carrying amount at January 1, 2018	$	-		$	-		$	-		$	-
Issuance of warrants on June 11, 2018		312,837			-			-			312,837
Issuance of warrants on June 15, 2018		288,149			1,344,648			-			1,632,797
Issuance of warrants on October 18, 2018		-			-			382,725			382,725
Change in valuation of warrant derivative liabilities		(182,772	)		(756,677	)		(24,675	)		(964,124	)
Carrying amount at December 31, 2018	$	418,214		$	587,971		$	358,050		$	1,364,235

Schedule of Valuation Activity for the Embedded Conversion Feature Liability

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures		Series G Preferred Stock			Total Embedded Derivative Liabilities
Carrying amount at December 31, 2017	$	-		$	-		$	-		$	-	$	72,563		$	72,563
Recognition of embedded derivative liabilities (conversion option feature) on June 11, 2018		78,432			-			-			-		-			78,432
Recognition of embedded derivative liabilities (conversion option feature) on June 15, 2018		81,169			471,002			-			-		-			552,171
Recognition of embedded derivative liabilities (buy-in features and default remedy feature) on October 18, 2018		-			-			49,000			-		-			49,000
Recognition of embedded derivative liabilities (conversion option feature, buy-in feature, and default remedy feature) on December 12, 2018		-			-			-			4,760,000		-			4,760,000
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument		(29,860	)		(1,042,000	)		(25,000	)		-		-			(1,096,860	)
Change in valuation of embedded derivative liabilities		(129,741	)		570,998			(24,000	)		2,627,000		(72,563	)		2,971,694
Carrying amount at December 31, 2018	$	-		$	-		$	-		$	7,387,000	$	-		$	7,387,000

Convertible Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Schedule of Convertible Debt and Related Debt Components

Convertible debt and the related debt components for the year ended December 31, 2018 are summarized as follows:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures			Total Convertible Debt and Debt Components
Principal amount of debt	$	1,126,112		$	4,775,000		$	3,500,000		$	9,540,000		$	18,941,112
Less: original issue discount		(111,112	)		-			(175,000	)		-			(286,112	)
Less: issuance costs		(15,000	)		-			(40,000	)		(590,000	)		(645,000	)
Net cash proceeds received	$	1,000,000		$	4,775,000		$	3,285,000		$	8,950,000		$	18,010,000
Principal amount of debt (excluding original issue discount)	$	1,015,000		$	4,775,000		$	3,325,000		$	9,540,000		$	18,655,000
Add: conversion of debt from 10% OID Convertible Debentures		-			-			-			3,551,528			3,551,528
Add: accrued interest		20,986			69,920			28,009			82,913			201,828
Principal amount of debt including accrued interest		1,035,986			4,844,920			3,353,009			13,174,441			22,408,356
Debt discount:
Allocated warrant derivative liabilities for B. Riley Warrants		-			-			(382,725	)		-			(382,725	)
Allocated warrant derivative liabilities for L2 Warrants		(600,986	)		-			-			-			(600,986	)
Allocated embedded derivative liabilities		(159,601	)		(471,002	)		(49,000	)		(4,760,000	)		(5,439,603	)
Liquidated Damages recognized upon issuance											(706,944	)		(706,944	)
Issuance costs		(15,000	)		-			(40,000	)		(590,000	)		(645,000	)
Subtotal debt discount		(775,587	)		(471,002	)		(471,725	)		(6,056,944	)		(7,775,258	)
Less: amortization of debt discount		315,309			64,452			68,637			153,442			601,840
Less: write off unamortized debt discount upon extinguishment of debt		460,278			406,550			403,088			-			1,269,916
Unamortized debt discount		-			-			-			(5,903,502	)		(5,903,502	)
Debt components:
Accretion of original issue discount		44,133			-			25,463			-			69,596
Loss on extinguishment of debt		292,201			885,080			173,056			-			1,350,337
Conversion of debt to 12% Convertible Debentures		-			-			(3,551,528	)		-			(3,551,528	)
Conversion of debt to Series H Preferred Stock		-			(5,730,000	)		-			-			(5,730,000	)
Repayment of convertible debt		(1,372,320	)		-			-			-			(1,372,320	)
Total debt components		(1,035,986	)		(4,844,920	)		(3,353,009	)		-			(9,233,915	)
Carrying amount at December 31, 2018	$	-		$	-		$	-		$	7,270,939		$	7,270,939

Schedule of Interest Expense

Interest expense for the year ended December 31, 2018 is summarized as follows:

	8% Promissory Notes			10% Convertible Debentures			10% OID Convertible Debentures			12% Convertible Debentures		Total Interest Expense
Accretion of original issue discount	$	44,133		$	-		$	25,463		$	-	$	69,596
Amortization of debt discount		315,309			64,452			68,637			153,442		601,840
Loss on extinguishment of debt		292,201			885,080			173,056			-		1,350,337
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument		(29,860	)		(1,042,000	)		(25,000	)		-		(1,096,860	)
Write off unamortized debt discount upon extinguishment of debt		460,278			406,550			403,088			-		1,269,916
Accrued interest		-			69,920			28,009			82,913		180,842
Cash interest paid		20,986			-			-			-		20,986
	$	1,103,047		$	384,002		$	673,253		$	236,355		2,396,657
Accrued interest on Officer Promissory Notes													12,574
Other interest													99,643
Total												$	2,508,874

Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Components of Series H Preferred Stock

The following table represents the components of the Series H Preferred Stock, stated value of $1,000 per share, for the year ended December 31, 2018:

	Shares			Total Series H Preferred Stock Components
Issuance of Series H Preferred Stock on August 10, 2018		19,400		$	19,399,250
Less: shares issued to B. Riley FBR as placement fee		(670	)		(669,250	)
Less: shares issued for conversion of principal of 10% Convertible Debentures		(4,775	)		(4,775,000	)
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return		(955	)		(955,000	)
Net issuance of Series H Preferred Stock		13,000			13,000,000
Payments made to B. Riley FBR from proceeds:
Less: placement fee					(500,000	)
Less: legal fees and other costs					(25,296	)
Total payments made from proceeds					(525,296	)
Net cash proceeds from issuance of Series H Preferred Stock				$	12,474,704
Issuance of Series H Preferred Stock				$	19,399,250
Less issuance costs:
Shares issued to B. Riley FBR as placement fee					(669,250	)
Total payments made from proceeds					(525,296	)
Legal and other costs paid in cash					(159,208	)
Total issuance costs					(1,353,754	)
Beneficial conversion feature on Series H Preferred Stock				$	18,045,496

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2018

Summary of Restricted Stock Award Activity

A summary of the restricted stock award activity during the year ended December 31, 2018 is as follows:

						Weighted Average
	Number of Shares					Grant-Date
	Unvested			Vested		Fair Value
Restricted stock awards outstanding at January 1, 2018		6,979,596			5,537,556	$	0.41
Issued		4,606,503			-		0.72
Vested		(4,946,490	)		4,946,490
Forfeited		(329,735	)		-
Restricted stock awards outstanding at December 31, 2018		6,309,874			10,484,046		0.50

Summary of Warrant Activity

A summary of the Financing Warrants activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Financing Warrants outstanding at January 1, 2018		1,289,172		$	0.29
Issued		2,861,558			1.17
Exercised		(842,117	)		0.20
Issued as result of the reset provision on August 3, 2018		640,405			0.50
Financing Warrants outstanding at December 31, 2018		3,949,018			0.64		4.8
Financing Warrants exercisable at December 31, 2018		3,949,018			0.64		4.8

Schedule of Common Stock Financing Warrants Outstanding and Exercisable

The Financing Warrants outstanding, exercisable and reserved as of December 31, 2018 are summarized as follows:

	Exercise Price		Expiration Date	Financing Warrants Classified as Derivative Liabilities (Shares)		Financing Warrants Classified within Stockholders’ Equity (Shares)		Total Exercisable Financing Warrants (Shares)
MDB Warrants	$	0.20	November 4, 2021		-		327,490		327,490
L2 Warrants		0.50	August 3, 2023		1,066,963		-		1,066,963
Strome Warrants		0.50	June 15, 2023		1,500,000		-		1,500,000
B. Riley Warrants		1.00	October 18, 2025		875,000		-		875,000
MDB Warrants		1.15	October 19, 2022		-		119,565		119,565
MDB Warrants		2.50	October 19, 2022		-		60,000		60,000
Total outstanding and exercisable					3,441,963		507,055		3,949,018
L2 Warrant reserve					2,133,926		-		2,133,926
Total outstanding, exercisable and reserved					5,575,889		507,055		6,082,944

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Fair Value of Stock Options Assumptions

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.27% to 3.05%
Expected dividend yield	0.00	%
Expected volatility	108.34% to 139.36%
Expected life	3-6 years

Summary of Stock Option Activity

A summary of the common stock option activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Common stock options outstanding at January 1, 2018		2,176,637		$	1.25		9.25
Granted		8,187,750			0.84
Exercised		(125,000	)		0.17
Forfeited		(732,353	)		1.41
Expired		(101,493	)		1.49
Common stock options outstanding at December 31, 2018		9,405,541			0.61		9.30
Common stock options exercisable at December 31, 2018		1,853,186			1.14		8.77

Schedule of Exercise Prices of Common Stock Options

The exercise prices of common stock options outstanding and exercisable are as follows as of December 31, 2018:

	Options		Options
Exercise	Outstanding		Exercisable
Price	(Shares)		(Shares)
Under $1.00		6,093,500		516,333
$1.01 to $1.25		1,707,482		921,946
$1.26 to $1.50		28,309		7,198
$1.51 to $1.75		345,000		108,542
$1.76 to $2.00		1,055,000		252,500
$2.01 to $2.25		135,000		5,417
$2.26 to $2.50		41,250		41,250
		9,405,541		1,853,186

Schedule of Warrants Assumptions

The fair value of Channel Partner Warrants issued during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.53% to 2.89%
Expected dividend yield	0.00	%
Expected volatility	95.73% to 119.45%
Expected life	3-5 years

Schedule of Warrants Activity

A summary of the Channel Partner Warrants activity during the year ended December 31, 2018 is as follows:

						Weighted
						Average
				Weighted		Remaining
	Number			Average		Contractual
	of			Exercise		Life
	Shares			Price		(in Years)
Channel Partner Warrants outstanding at January 1, 2018		1,303,832		$	1.48		4.35
Issued		295,000			1.74
Exercised		-			-
Forfeited		(581,692	)		1.47
Channel Partner Warrants outstanding at December 31, 2018		1,017,140			1.47		3.57
Channel Partner Warrants exercisable at December 31, 2018		319,944			1.39		3.54

Summary of Stock-based Compensation

A summary of stock based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

	Restricted		Common		Channel
	Stock		Stock		Partner
	Awards		Options		Warrants		Totals
During the year ended December 31, 2018:
Cost of revenue	$	6,745	$	-	$	152,460	$	159,205
Research and development		100,926		95,941		-		196,867
General and administrative		2,872,732		1,112,020		-		3,984,752
Total costs charged to operations		2,980,403		1,207,961		152,460		4,340,824
Capitalized platform development		1,639,038		211,346		-		1,850,384
Total stock based compensation	$	4,619,441	$	1,419,307	$	152,460	$	6,191,208
During the year ended December 31, 2017:
Cost of revenue	$	-	$	-	$	229,720	$	229,720
Research and development		-		-		-		-
General and administrative		777,206		618,761		-		1,395,967
Total costs charged to operations		777,206		618,761		229,720		1,625,687
Capitalized platform development		614,573		-		-		614,573
Total stock based compensation	$	1,391,779	$	618,761	$	229,720	$	2,240,260

Stock Options Outside 2016 Plan [Member]

Schedule of Fair Value of Stock Options Assumptions

The fair value of common stock options granted during the year ended December 31, 2018 were calculated using the Black-Scholes option-pricing model utilizing the following assumptions:

Risk-free interest rate	2.79% to 3.09%
Expected dividend yield	0.00	%
Expected volatility	113.49% to 116.86%
Expected life	6 years

Summary of Stock Option Activity

					Weighted
					Average
			Weighted		Remaining
	Number		Average		Contractual
	of		Exercise		Life
	Shares		Price		(in Years)
Stock options outstanding at January 1, 2018		-	$	-		-
Granted		2,414,000		0.36
Stock options outstanding at December 31, 2018		2,414,000		0.36		9.94
Stock options exercisable at December 31, 2018		-		-		-

Liquidated Damages (Tables)

12 Months Ended

Dec. 31, 2018

Liquidated Damages Payable

Schedule of Recognized Liquidated Damages

The Company recognized Liquidated Damages during the year ended December 31, 2018, with respect to its registration rights agreements and securities purchase agreements as follows:

	MDB Common Stock to Be Issued		Series H Preferred Stock		12% Convertible Debentures		Total Liquidated Damages
Registration Rights Damages	$	15,001	$	1,163,955	$	-	$	1,178,956
Public Information Failure Damages		-		1,163,955		706,944		1,870,899
Accrued interest		-		481,017		116,726		597,743
Totals	$	15,001	$	2,808,927	$	823,670	$	3,647,598

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Income Taxes

The components of the benefit for income taxes is as follows:

	Years Ended December 31,
	2018			2017
Current tax benefit
Federal	$	-		$	-
State and local		-			-
Total current tax benefit		-			-
Deferred tax benefit
Federal		3,359,203			920,356
State and local		1,498,009			-
Change in valuation allowance		(4,765,579	)		(920,356	)
Total deferred tax benefit		91,633			-
Total income tax benefit	$	91,633		$	-

Schedule of Components of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities were as follows:

	As of December 31,
	2018			2017
Deferred tax assets
Net operating loss carryforwards	$	10,474,525		$	1,544,591
Tax credit carryforwards		263,873			-
Accrued expenses and other		64,849			38,328
Allowance for doubtful accounts		16,017			-
Deferred rent		21,233			-
Contract liabilities		84,622			3,631
Liquidating damages payable		646,146			-
Stock based compensation		242,545			119,807
Depreciation and amortization		981,850			-
Current deferred tax assets		12,795,660			1,706,357
Valuation allowance		(8,541,191	)		(1,353,207	)
Total deferred tax assets		4,254,469			353,150
Deferred tax liabilities
Depreciation and amortization		-			(353,150	)
Acquisition-related intangibles		(4,254,469	)		-
Total deferred tax liabilities		(4,254,469	)		(353,150	)
Net deferred tax	$	-		$	-

Schedule of Tax Benefit and Effective Income Tax

The benefit for income taxes on the statement of operations differs from the amount computed by applying the statutory federal income tax rate to loss before the benefit for income taxes, as follows:

	Years Ended December 31,
	2018						2017
	Amount			Percent			Amount			Percent
Federal benefit expected at statutory rate	$	(5,493,498	)		21.0	%	$	(2,136,666	)		34.0	%
State and local taxes, net of federal benefit		(1,498,009	)		5.7	%		-			0.0	%
Impact of tax rate change		-			0.0	%		837,699			(13.3	)%
Stock based compensation		434,556			(1.7	)%		-			0.0	%
Other differences, net		246,614			(0.8	)%		-			0.0	%
Valuation allowance		4,765,579			(18.2	)%		920,356			(14.7	)%
Permanent differences		1,453,125			(5.6	)%		378,611			(6.0	)%
Tax benefit and effective income tax rate	$	(91,633	)		0.4	%	$	-			0.0	%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Sublease Rental Payments

The following table shows the aggregate commitment by year:

Years ending December 31,
2019	$	505,621
2020		347,845
2021		226,817
	$	1,080,283

Subsequent Events (Tables)

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

Schedule of Liquidating Damages

	12% Convertible Debentures		Series I Preferred Stock		Series J Preferred Stock		Total Liquidating Damages
Registration Rights Damages	$	-	$	1,386,000	$	400,000	$	1,786,000
Public Information Failure Damages		120,000		1,155,000		200,000		1,475,000
Accrued interest		13,874		242,873		122,696		379,443
	$	133,874	$	2,783,873	$	722,696	$	3,640,443

Organization and Basis of Presentation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 28, 2020
Revenues	$ 5,700,199	$ 76,995
Net loss attributable to common shareholders	(44,113,379)	(6,284,313)
Net cash used in operating activities	(7,417,680)	(4,194,392)
Accumulated deficit	$ (34,539,954)	$ (8,472,071)
12% Senior Secured Note [Member]
Debt instrument interest rate	12.00%
Borrowings subject to note holders approval	$ 5,000,000
Subsequent Event [Member]
Available credit			$ 8,000,000

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		12 Months Ended
	Jun. 15, 2018	Dec. 31, 2018	Dec. 31, 2017	Aug. 23, 2018	Dec. 19, 2016
Acquired finite-lived intangible assets, weighted average useful life	5 years	5 years
Amortization debt discount		$ 601,840
Advertising costs		$ 25,285	$ 1,743
Common stock, shares authorized		1,000,000,000	1,000,000,000
Board of Directors [Member] \| Maximum [Member]
Number of warrant reserve shares				5,000,000
Board of Directors [Member] \| Maximum [Member] \| Warrant [Member]
Common stock, shares authorized					5,000,000
Board of Directors [Member] \| Minimum [Member]
Number of warrant reserve shares				2,000,000
Platform Development [Member]
Estimated useful life of asset		3 years
Convertible Debentures [Member]
Debt instrument interest rate		10.00%
OID Convertible Debentures [Member]
Debt instrument interest rate		10.00%
Convertible Debentures One [Member]
Debt instrument interest rate		12.00%
Senior Secured Notes [Member]
Debt instrument interest rate		12.00%
Amended Senior Secured Notes [Member]
Debt instrument interest rate		12.00%

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue	$ 5,700,199	$ 76,995
At Point in Time [Member]
Revenue	5,614,953	62,777
Over Time [Member]
Revenue	85,246	14,218
United States [Member]
Revenue	5,700,199	76,995
Other [Member]
Revenue
Advertising [Member]
Revenue	5,614,953	62,777
Membership Subscriptions [Member]
Revenue	$ 85,246	$ 14,218

+ References

+ Details

Summary of Significant Accounting Policies - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Factor receivables	$ 6,130,674	$ 53,202
Short-term contract assets (contract fulfillment costs)	17,056	14,147
Short-term contract liabilities	396,407	31,437
Long-term contract liabilities	252,500
Advertising [Member]
Factor receivables	6,130,674	52,348
Short-term contract assets (contract fulfillment costs)
Short-term contract liabilities	325,863
Long-term contract liabilities	252,500
Memberships [Member]
Factor receivables		854
Short-term contract assets (contract fulfillment costs)	17,056	14,147
Short-term contract liabilities	70,544	31,437
Long-term contract liabilities

Summary of Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Cash and cash equivalents	$ 2,406,596	$ 619,249
Restricted cash	120,693	3,000,000
Total cash, cash equivalents, and restricted cash	$ 2,527,289	$ 3,619,249

Summary of Significant Accounting Policies - Schedule of Concentration of Credit Risk (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue [Member] \| Customer 1 [Member]
Concentration risk percentage	35.50%	0.00%
Revenue [Member] \| Customer 2 [Member]
Concentration risk percentage	14.80%	0.00%
Accounts Receivable [Member] \| Customer 1 [Member]
Concentration risk percentage	16.80%	0.00%
Accounts Receivable [Member] \| Customer 2 [Member]
Concentration risk percentage	0.00%	0.00%
Accounts Payable [Member] \| Vendor 1 [Member]
Concentration risk percentage	29.40%	0.00%
Accounts Payable [Member] \| Vendor 2 [Member]
Concentration risk percentage	11.50%	0.00%

Summary of Significant Accounting Policies - Schedule of Depreciation and Amortization, Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2018
Office Equipment and Computers [Member]
Property, plant and equipment, useful life	3 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, plant and equipment, useful life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, plant and equipment, useful life	5 years

Summary of Significant Accounting Policies - Schedule of Net Income (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Antidilutive securities excluded from computation of earnings per share amount	82,897,246	11,847,935
Series G Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share amount	188,791	98,698
Series H Preferred Stock [Member]
Antidilutive securities excluded from computation of earnings per share amount	58,787,879
Indemnity Shares of Common Stock [Member]
Antidilutive securities excluded from computation of earnings per share amount	825,000
Unvested and Forfeitable Restricted Stock Awards [Member]
Antidilutive securities excluded from computation of earnings per share amount	6,309,876	6,979,596
Financing Warrants [Member]
Antidilutive securities excluded from computation of earnings per share amount	3,949,018	1,289,172
Channel Partner Warrants [Member]
Antidilutive securities excluded from computation of earnings per share amount	1,017,141	1,303,832
2016 Plan [Member]
Antidilutive securities excluded from computation of earnings per share amount	9,405,541	2,176,637
Options Outside [Member]
Antidilutive securities excluded from computation of earnings per share amount	2,414,000

Acquisitions (Details Narrative) - USD ($)								1 Months Ended	12 Months Ended
Acquisitions (Details Narrative) - USD ($)	Dec. 12, 2018	Aug. 27, 2018	Aug. 23, 2018	Aug. 23, 2018	Jun. 15, 2018	Oct. 31, 2016	Aug. 31, 2016	Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Jun. 01, 2018
Payments to acquire businesses, gross									$ 18,035,356
Total cash consideration					$ 10,569,904
Number of shares issued during period, shares						307,475	12,209,677
Useful life for intangible assets					5 years				5 years
Stock issued during period, value, acquisitions
Income tax benefit									(91,633)
Change in fair value of embedded derivatives									(2,971,694)	64,614
Net settlement of preexisting relationship								$ 552,314	552,314
Business acquisition, pro forma net income (loss)									(28,072,040)	6,777,119
Interest expense									2,508,874
Hub Pages Inc [Member]
Deposit into escrow					$ 5,000,000
Total cash consideration					10,000,000
Legal fees					$ 569,904
Number of shares issued during period, shares			2,400,000		2,399,997
Transaction costs related to acquisition					$ 218,981
Proforma for acquisition of related cost									218,981
Income tax benefit									91,633
Merger related cost									511,108	687,528
Amortization of acquired assets									678,916	998,264
Business acquisition, pro forma net income (loss)									471,640
Hub Pages Inc [Member] \| Merger Agreement [Member]
Deposit into escrow											$ 5,000,000
Payments to acquire businesses, gross					$ 5,000,000
Total cash consideration				$ 10,569,904
Say Media, Inc. [Member]
Proforma for acquisition of related cost									479,289
Amortization of acquired assets									385,731	798,204
Change in fair value of embedded derivatives									258,485
Net settlement of preexisting relationship								$ 2,371,124	2,371,124
Business acquisition, pro forma net income (loss)									75,661	196,140
Interest expense									$ 2,508,161	$ 4,965,607
Say Media, Inc. [Member] \| Merger Agreement [Member]
Total cash consideration	$ 12,257,022	$ 55,246
Legal fees	505,246	$ 450,000
Business combination recognized identifiable creditor	6,703,653
Business combination recognized identifiable transaction bonus	250,000
Business combination recognized identifiable advanced amount	2,078,498
Stock issued during period, value, acquisitions	$ 432,835
Stock issued during period, shares, acquisitions	5,500,002	2,000,000						2,000,000	432,835
Business acquisition, share price	$ 0.35
Business combination, recognized identifiable asset acquired and liability assumed, lease obligation	$ 416,378
Proforma for acquisition of related cost	479,289
Say Media, Inc. [Member] \| Noncompete [Member]
Business combination, step acquisition, equity interest in acquiree, fair value	242,310
Proforma for acquisition of related cost	$ 479,289
Say Media, Inc. [Member] \| Noncompete [Member] \| OID Convertible Debentures [Member]
Business combination, step acquisition, equity interest in acquiree, percentage	10.00%
Say Media, Inc. [Member] \| Noncompete [Member] \| Convertible Debentures Financings [Member]
Business combination, step acquisition, equity interest in acquiree, percentage	12.00%

Acquisitions - Summary of Price Allocation for Acquisition (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash	$ 9,537,397
Noncompete agreement	242,310
Goodwill	7,324,287
Net assets acquired	12,257,022
Hub Pages Inc [Member]
Cash	1,537,308
Current assets	50,788
Accounts receivable and unbilled receivables	1,033,080
Other assets	25,812
Developed technology	6,740,000
Trade name	268,000
Goodwill	1,857,663
Current liabilities	(851,114)
Deferred tax liability	(91,633)
Net assets acquired	10,569,904
Say Media, Inc. [Member]
Cash	534,637
Accounts receivable and unbilled receivables	4,624,455
Prepaid expenses	172,648
Note receivable	41,638
Fixed assets	11,392
Other assets	65,333
Developed technology	8,010,000
Trade name	480,000
Noncompete agreement	480,000
Goodwill	5,466,624
Accounts payable	(3,618,112)
Accrued expenses	(1,470,749)
Contract liabilities	(513,336)
Other liabilities	(2,027,508)
Net assets acquired	$ 12,257,022

Acquisitions - Schedule of Shares Issued for Post Combination Services (Details)	Dec. 31, 2018 USD ($)
Payables and Accruals [Abstract]
Cash	$ 9,537,397
Issued shares of common stock	1,636,251
Indemnity shares of common stock	288,750
Net settlement of preexisting relationship	552,314
Noncompete agreement	242,310
Total purchase consideration	$ 12,257,022

Acquisitions - Schedule of Pro-forma Information for Acquisition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net income (loss)	$ (28,072,040)	$ 6,777,119
Net income (loss) per common share - basic and diluted	$ (.81)	$ .33
Weighted average number of common shares outstanding - basic and diluted	$ 34,444,608	$ 20,849,067
Pro Forma [Member]
Business acquisition, pro forma revenue	$ 22,675,961	$ 17,590,152
Net income (loss)	28,072,040	6,777,119
Pro Forma [Member] \| Adjustment [Member]
Business acquisition, pro forma revenue	(1,376,478)
Net income (loss)	(5,774,681)	(8,344,013)
Hub Pages Inc [Member]
Business acquisition, pro forma revenue	2,996,700
Net income (loss)	471,640
Hub Pages Inc [Member] \| Pro Forma [Member]
Business acquisition, pro forma revenue	7,537,166	4,904,759
Net income (loss)	951,836	575,963
Say Media, Inc. [Member]
Business acquisition, pro forma revenue	1,398,690
Net income (loss)	75,661	196,140
Say Media, Inc. [Member] \| Pro Forma [Member]
Business acquisition, pro forma revenue	15,210,464	12,608,398
Net income (loss)	3,365,989	20,829,482
Acquisition [Member]
Business acquisition, pro forma revenue	4,395,390
Net income (loss)	547,301
Maven [Member] \| Pro Forma [Member]
Business acquisition, pro forma revenue	1,304,809	76,995
Net income (loss)	$ (26,615,184)	$ (6,284,313)

Prepayments and Other Current Assets - Schedule of Prepayments and Other Current Assets (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Prepayments And Other Current Assets
General prepaid expenses	$ 637,281	$ 174,369
Prepaid software license	85,936
Security deposits	25,812
Prepaid rent and other	109,294
Prepayments and other current assets	$ 858,323	$ 174,369

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 28,857	$ 12,469

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Gross property and equipment costs	$ 108,459	$ 67,529
Less accumulated depreciation and amortization	(39,629)	(12,859)
Net property and equipment	68,830	54,670
Office Equipment and Computers [Member]
Gross property and equipment costs	86,040	46,309
Furniture and Fixtures [Member]
Gross property and equipment costs	$ 22,419	$ 21,220

Platform Development (Details Narrative) - USD ($)	12 Months Ended
Platform Development (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Amortization expense platform development	$ 1,836,625	$ 512,252
Stock based compensation	$ 4,340,824	1,625,687
Platform Development Cost [Member]
Capitalized cost		2,594,691
Stock based compensation		$ 614,573

Platform Development - Summary of Platform Development Costs (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Platform development	$ 108,459	$ 67,529
Less accumulated amortization	(39,629)	(12,859)
Net platform development	68,830	54,670
Platform Development [Member]
Platform development	6,833,900	3,145,308
Less accumulated amortization	(2,125,944)	(512,251)
Net platform development	$ 4,707,956	$ 2,633,057

Platform Development - Summary of Platform Development Cost Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Platform development, beginning balance	$ 54,670
Stock based compensation	4,340,824	$ 1,625,687
Platform development, ending balance	68,830	54,670
Platform Development [Member]
Platform development, beginning balance	2,633,057
Costs capitalized during the period: Payroll-based costs	2,156,015
Stock based compensation	1,850,384
Dispositions	(317,807)
Platform development, ending balance	$ 4,707,956	$ 2,633,057

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Amortization expense of intangible asset	$ 594,242
Impairment charges
Intangible assets, net	15,403,758	$ 20,000
Website Domain Name [Member]
Intangible assets, net	$ 20,000	$ 20,000

Intangible Assets - Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Intangible assets, gross	$ 15,998,000
Intangible assets, accumulated amortization	(594,242)
Intangible assets, net	15,403,758	$ 20,000
Developed Technology [Member]
Intangible assets, gross	14,750,000
Intangible assets, accumulated amortization	(558,423)
Intangible assets, net	14,191,577
Noncompete Agreement [Member]
Intangible assets, gross	480,000
Intangible assets, accumulated amortization	(12,000)
Intangible assets, net	468,000
Trade name [Member]
Intangible assets, gross	748,000
Intangible assets, accumulated amortization	(23,819)
Intangible assets, net	724,181
Subtotal Amortizable Intangible Assets [Member]
Intangible assets, gross	15,978,000
Intangible assets, accumulated amortization	(594,242)
Intangible assets, net	15,383,758
Website Domain Name [Member]
Intangible assets, gross	20,000
Intangible assets, accumulated amortization
Intangible assets, net	$ 20,000	$ 20,000

Intangible Assets - Schedule of Future Estimated Amortization Expenses for Intangible Assets (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
2019	$ 3,339,600
2020	3,327,600
2021	3,099,600
2022	3,099,600
2023	2,517,358
Intangible assets, net	$ 15,403,758	$ 20,000

Goodwill - Schedule of Changes in Carrying Value of Goodwill (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning
Goodwill acquired in acquisition of HubPages	1,857,663
Goodwill acquired in acquisition of Say Media	5,466,624
Goodwill, Ending	$ 7,324,287

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
General accrued expenses	$ 451,530	$ 150,136
Accrued payroll and related taxes	584,550
Accrued publisher expenses	644,299
Customer rebate	489,466
Other accrued expenses	212,202
Total accrued expenses	$ 2,382,047	$ 150,136

Line of Credit (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
Line of Credit (Details Narrative) - USD ($)	Nov. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Outstanding amount		$ 1,048,194
Factoring Note Agreement [Member]
Outstanding amount		$ 1,048,194
Debt instrument interest rate	3.00%
Initial factoring fee	0.415%
Debt fee	$ 950
Factoring Note Agreement [Member] \| Prime Rate [Member]
Line of credit interest rate	4.00%	9.50%
Factoring Note Agreement [Member] \| Floor Rate [Member]
Line of credit interest rate	5.00%
Factoring Note Agreement [Member] \| Maximum [Member]
Line of credit , maximum borrowing capacity	$ 3,500,000
Line of credit , maximum borrowing percentage	85.00%
Factoring Note Agreement [Member] \| Minimum [Member]
Monthly sales volume amount	$ 1,000,000

Liquidated Damages Payable (Details Narrative) - USD ($)	Dec. 12, 2018	Dec. 31, 2018
Liquidated Damages Payable
Liquidating damages payable		$ 3,647,598
Liquidating damages description	On December 12, 2018, the Company determined that the public information requirements in connection with the 12% Convertible Debentures (as further described below) would not be probable of being satisfied within the requisite time frame, therefore, the Company would be liable for the a portion Liquidated Damages in connection with the 12% Convertible Debentures, with any related interest provisions (see Note 16).

Fair Value Measurements (Details Narrative) - USD ($)	12 Months Ended
Fair Value Measurements (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash and cash equivalents	$ 2,406,596	$ 619,249
Change in valuation of warrant derivative liabilities	964,124
Change in valuation of embedded derivative liabilities	(2,971,694)	64,614
Derivative liabilities	1,364,235
Series G Preferred Stock [Member]
Change in valuation of embedded derivative liabilities		64,614
Derivative liabilities	72,563	72,563
L2 Warrants [Member]
Derivative liabilities	418,214
Strome Warrants [Member]
Derivative liabilities	587,971
B. Riley Warrants [Member]
Derivative liabilities	$ 358,050
Expected Life [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, term	4 years 5 months 9 days
Expected Life [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, term	4 years 5 months 12 days
Expected Life [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, term	6 years 9 months 18 days
Measurement Input, Risk Free Interest Rate [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, percentages	2.49%
Measurement Input, Risk Free Interest Rate [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, percentages	2.49%
Measurement Input, Risk Free Interest Rate [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, percentages	2.59%
Volatility Factor [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, percentages	124.40%
Volatility Factor [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, percentages	124.22%
Volatility Factor [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, percentages	121.65%
Dividend Rate [Member]
Fair value assumptions, measurement input, percentages	0.00%
Dividend Rate [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, percentages	0.00%
Dividend Rate [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, percentages	0.00%
Dividend Rate [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, percentages	0.00%
Market Price [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, price per share	$ 0.48
Market Price [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, price per share	0.48
Market Price [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, price per share	0.48
Exercise Price [Member] \| L2 Warrants [Member]
Fair value assumptions, measurement input, price per share	0.50
Exercise Price [Member] \| Strome Warrants [Member]
Fair value assumptions, measurement input, price per share	0.50
Exercise Price [Member] \| B. Riley Warrants [Member]
Fair value assumptions, measurement input, price per share	$ 1.00

Fair Value Measurements - Schedule of Valuation Activity for the Warrants Accounted for Derivative Liability (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Derivative liabilities, carrying amount, beginning
Derivative liabilities, carrying amount, ending	1,364,235
L2 Warrants [Member]
Derivative liabilities, carrying amount, beginning
Issuance of warrants on June 11, 2018	312,837
Issuance of warrants on June 15, 2018	288,149
Issuance of warrants on October 18, 2018
Change in valuation of warrant derivative liabilities	(182,772)
Derivative liabilities, carrying amount, ending	418,214
Strome Warrants [Member]
Derivative liabilities, carrying amount, beginning
Issuance of warrants on June 11, 2018
Issuance of warrants on June 15, 2018	1,344,648
Issuance of warrants on October 18, 2018
Change in valuation of warrant derivative liabilities	(756,677)
Derivative liabilities, carrying amount, ending	587,971
B. Riley Warrants [Member]
Derivative liabilities, carrying amount, beginning
Issuance of warrants on June 11, 2018
Issuance of warrants on June 15, 2018
Issuance of warrants on October 18, 2018	382,725
Change in valuation of warrant derivative liabilities	(24,675)
Derivative liabilities, carrying amount, ending	358,050
Warrants [Member]
Derivative liabilities, carrying amount, beginning
Issuance of warrants on June 11, 2018	312,837
Issuance of warrants on June 15, 2018	1,632,797
Issuance of warrants on October 18, 2018	382,725
Change in valuation of warrant derivative liabilities	(964,124)
Derivative liabilities, carrying amount, ending	$ 1,364,235

Officer Promissory Notes (Details Narrative) - Promissory Note [Member] - Chief Executive Officer [Member]	Dec. 31, 2018 USD ($)
Federal rate, percentage	2.34%
Notes payable outstanding	$ 680,399
Accrued interest payable	$ 12,574

Investor Demand Payable (Details Narrative)	12 Months Ended
Investor Demand Payable (Details Narrative)	Dec. 31, 2017 USD ($)
Investor Demand Payable
Proceeds from common stock	$ 3,000,000

Convertible Debt (Details Narrative)										12 Months Ended
Convertible Debt (Details Narrative)	Apr. 08, 2019 USD ($)	Mar. 27, 2019 USD ($)	Dec. 12, 2018 USD ($) $ / shares	Sep. 06, 2018 USD ($)	Aug. 10, 2018 USD ($) shares	Jun. 15, 2018 USD ($) $ / shares shares	Jun. 11, 2018 USD ($) Tradingdays $ / shares shares	Jun. 06, 2018 USD ($)	Nov. 30, 2001 shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2019 $ / shares	Oct. 18, 2018 USD ($)	Aug. 03, 2018 $ / shares
Exercise price of warrants \| $ / shares										$ 0.20					$ 0.50
Derivative liability										$ 1,344,648
Loss on extinguishment of debt										(1,350,337)
Change in fair value of derivative liability										964,124
Loan borrowed amount										$ 396,407	31,437
Conversion price \| $ / shares										$ 0.33
Amortization of debt discount										$ 601,840
Embedded Conversion Option [Member]
Derivative liability										4,760,000
Change in fair value of derivative liability										2,627,000
Debt issuance costs										590,000
Amortization of debt discount										135,533
Subsequent Event [Member]
Conversion price \| $ / shares													$ 1.00
Common Stock [Member]
Conversion of convertible shares \| shares									1,632
12% Convertible Debentures [Member]
Debt instrument, face amount			$ 13,091,528
Purchase price			$ 8,950,000
Debt instrument interest rate			12.00%
Debt, description			The 12% Convertible Debentures are due and payable on December 31, 2020. Interest accrues at the rate of 12% per annum, payable on the earlier of conversion or December 31, 2020.
Conversion price \| $ / shares			$ 0.33
Placement fee payable in cash			$ 540,000
Debt maturity date			Dec. 31, 2020
12% Convertible Debentures [Member] \| Subsequent Event [Member]
Debt instrument, face amount												$ 18,104,949
Purchase price	$ 100,000	$ 300,000
10% OID Convertible Debentures [Member]
Loss on extinguishment of debt										(173,056)
Amortization of debt discount										68,637
12% Convertible Debentures [Member]
Loss on extinguishment of debt
Conversion of convertible shares \| shares										39,671,296
Conversion description										As long as any portion of the 12% Convertible Debentures remain outstanding, unless investors holding at least 51% in principal amount of the then outstanding 12% Convertible Debentures otherwise agree, the Company shall not, among other things enter into, incur, assume or guarantee any indebtedness, except for certain permitted indebtedness.
Ownership percentage										4.99%
Voting percentage										50.00%
Voting transaction description										(a) an acquisition in excess of 50% of the voting securities of the Company; (b) the Company merges into or consolidates whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (c) the Company sells or transfers all or substantially all of its assets to whereby the Company stockholders own less than 50% of the aggregate voting power after the transaction; (d) a replacement at one time or within a three year period of more than one-half of the Directors which is not approved by a majority of those individuals who are members of the Directors on the original issue date, subject to certain conditions; or (e) the execution by the Company of an agreement for any of the events set forth in clauses (a) through (d) above.
Transaction description										(a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation; (b) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions; (c) any, direct or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which the Company common stock holders are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the Company's outstanding common stock; (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Company's common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination whereby such transaction results in an acquisition of more than 50% of the outstanding shares of the Company's common stock, subject to certain other conditions. Further, if a Fundamental Transaction occurs, the holders shall have the right to their conversion shares as if the beneficial ownership limitation or the issuance limitation was not in place, subject to certain terms as addition consideration.
Amortization of debt discount										$ 153,442
12% Convertible Debentures [Member] \| Holder [Member]
Conversion of convertible shares \| shares										566,398
Ownership percentage										9.99%
Investors [Member] \| 10% OID Convertible Debentures [Member]
Debt instrument, face amount														$ 3,551,528
Security Purchase Agreement [Member] \| Holder [Member]
Debt, description										To each holder, consisting of a cash payment equal to 1% of the amount invested as partial liquidated damages, up to a maximum of six months, subject to interest at the rate of 1% per month until paid in full.
Security Purchase Agreement [Member] \| 12% Convertible Debentures [Member] \| Investors [Member]
Debt, description										The Company committed to file the registration statement the later of (i) the 30th calendar day following the date the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the SEC, but in no event later than May 15, 2019, and (ii) the 30th calendar day after all the Series H Preferred Stock have been registered pursuant to a registration statement under a certain registration rights agreement, dated as of August 9, 2018. The registration rights agreements provide for Registration Rights Damages (presented within liquidated damages payable on the consolidated balance sheets) upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested.
8% Promissory Notes [Member]
Derivative liability										$ 760,587
Warrants derivative liability										600,986
Embedded conversion feature derivative liability										159,601
Loss on extinguishment of debt										29,860
Change in fair value of derivative liability										129,741
Loan borrowed amount				$ 1,015,000
Repayments of debt obligation				$ 1,372,320
8% Promissory Notes [Member] \| Tranche [Member]
Debt instrument interest rate								8.00%
8% Promissory Notes [Member] \| L2 Capital LLC [Member]
Warrants issued \| shares							216,120
Exercise price of warrants \| $ / shares							$ 1.30
Trading days \| Tradingdays							10
Warrant, description							The number of shares issuable under the warrant shall increase by the quotient of 50% of the face value of the respective tranche and 110% multiplied by the VWAP of the Company's common stock on the trading day immediately prior to the funding date of the respective tranche.
8% Promissory Notes [Member] \| L2 Capital LLC [Member] \| Tranche 2 [Member]
Debt instrument, face amount						$ 555,556
Purchase price						500,000
Accretion of original issue discount						$ 55,556
Number of warrants exercisable \| shares						210,438
Exercise price of warrants \| $ / shares						$ 1.20
8% Promissory Notes [Member] \| Security Purchase Agreement [Member] \| L2 Capital LLC [Member]
Debt instrument, face amount								$ 1,681,668
Purchase price								$ 1,500,000
8% Promissory Notes [Member] \| Security Purchase Agreement [Member] \| L2 Capital LLC [Member] \| Tranche 1 [Member]
Debt instrument, face amount							$ 570,556
Purchase price							500,000
Legal expenses							15,000
Accretion of original issue discount							$ 70,556
8% Convertible Notes Payable [Member] \| Tranche [Member]
Debt, description								The 8% Promissory Notes required an increasing premium for any prepayment from 20% for the first 90 days to 38% after 181 days, an increased conversion rate to a 40% discount if in default, a default rate of 18% plus a repayment premium of 40%, plus 5% for each additional default, and liquidated damages in addition to the default rates, ranging from 30% to 100% for certain breaches of the 8% Promissory Notes, subject to mandatory prepayment, including the above described premiums, equal to 50% of new funds raised by the Company in excess of $11,600,000 in the private placement of its securities.
New funds raised from private placement								$ 11,600,000
8% Promissory Notes [Member]
Derivative liability										15,000
10% Convertible Debenture [Member]
Debt instrument, face amount					$ 4,775,000
Derivative liability										471,002
Loss on extinguishment of debt										1,042,000
Change in fair value of derivative liability										570,998
Conversion of convertible shares \| shares					5,730
Value of convertible shares					$ 955,000
10% Convertible Debenture [Member] \| Security Purchase Agreement [Member]
Debt, description						The 10% Convertible Debentures were interest bearing at the rate of 10% per annum, that was payable in cash semi-annually on December 31 and June 30, beginning on December 31, 2018. Upon the occurrence of certain events, the holders of the 10% Convertible Debentures were also entitled to receive an additional payment, if necessary, to provide the holders with a 20% annual internal rate of return on their investment. The Company had the option, under certain circumstances, to redeem some or all of the outstanding principal amount for an amount equal to the principal amount (plus accrued but unpaid interest thereon) or the option to cause the holders to convert their debt at a certain conversion price, otherwise, the Company was not permitted to prepay any portion of the principal amount without the prior written consent of the debt holders.
Liquidated damage, percentage						6.00%
Purchase agreement, description						The securities purchase agreement also included a provision that required the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. If the Company failed for any reason to satisfy the current public information requirement, then the Company would have been obligated to pay to each holder a cash payment equal to 1.0% of the amount invested as partial Liquidated Damages, up to a maximum of six months. Such payments were subject to interest at the rate of 1.0% per month until paid in full. The 10% Convertible Debentures was rolled over into Series H Preferred Stock before the due date for the commencement of the Liquidated Damages.
10% Convertible Debenture [Member] \| Security Purchase Agreement [Member] \| Common Stock [Member]
Debt instrument interest rate						10.00%
Conversion of convertible shares \| shares						3,698,110
Conversion price \| $ / shares						$ 1.2912
10% Convertible Debenture [Member] \| Security Purchase Agreement [Member] \| Four Accredited Investors [Member]
Debt instrument, face amount						$ 4,775,000
10% Convertible Debenture [Member] \| Security Purchase Agreement [Member] \| Two Executives [Member]
Debt instrument, face amount						$ 1,025,000
10% Senior Secured Convertible Debenture [Member]
Debt instrument, face amount										3,500,000
Purchase price										$ 3,285,000
Debt, description										On October 18, 2018, the Company entered into a securities purchase agreement with two accredited investors, B. Riley and an affiliated entity of B. Riley, pursuant to which the Company issued to the investors 10% original issue discount senior secured convertible debentures (the "10% OID Convertible Debentures" or referred to as the 10% original issue discount debentures) in the aggregate principal amount of $3,500,000, which, after taking into account the 5% original issue discount, and legal fees and expenses of the investors, resulted in the Company receiving net proceeds of $3,285,000. The Company issued warrants to the investors to purchase up to 875,000 shares of the Company's common stock in connection with this securities purchase agreement. The debt proceeds were bifurcated between the debt and warrants with the warrants accounted for as a derivative liability (see Note 17). The debentures were due and payable on October 31, 2019. Interest accrued on the debentures at the rate of 10% per annum, payable on the earlier of conversion, redemption or October 31, 2019.
Warrant to purchase common stock \| shares										875,000
10% OID Convertible Debenture [Member]
Derivative liability										$ 49,000
Loss on extinguishment of debt										25,000
Change in fair value of derivative liability										24,000
Debt issuance costs										$ 40,000
Conversion description			On December 12, 2018, there was a roll-over of the 10% OID Convertible Debentures into the 12% Convertible Debentures (as further described below) resulting in a loss on extinguishment of debt upon the roll-over which is presented in interest expense on the consolidated statements of operations.

Convertible Debt - Schedule of Convertible Debt and Related Debt Components (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Add: accrued interest	$ 597,743
Accretion of original issue discount	69,596
Loss on extinguishment of debt	(1,350,337)
8% Promissory Notes [Member]
Accretion of original issue discount	44,133
Loss on extinguishment of debt	(292,201)
10% Convertible Debentures [Member]
Accretion of original issue discount
Loss on extinguishment of debt	(885,080)
10% OID Convertible Debentures [Member]
Accretion of original issue discount	25,463
Loss on extinguishment of debt	(173,056)
Convertible Debt and Debt Components [Member]
Principal amount of debt	18,941,112
Less: original issue discount	(286,112)
Less: issuance costs	(645,000)
Net cash proceeds received	18,010,000
Principal amount of debt (excluding original issue discount)	18,655,000
Add: conversion of debt from 10% OID Convertible Debentures	3,551,528
Add: accrued interest	201,828
Principal amount of debt including accrued interest	22,408,356
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants	(382,725)
Debt discount: Allocated warrant derivative liabilities for L2 Warrants	(600,986)
Debt discount: Allocated embedded derivative liabilities	(5,439,603)
Debt discount: Liquidated Damages recognized upon issuance	(706,944)
Debt discount: Issuance costs	(645,000)
Subtotal debt discount	(7,775,258)
Less: amortization of debt discount	601,840
Less: write off unamortized debt discount upon extinguishment of debt	1,269,916
Unamortized debt discount	(5,903,502)
Accretion of original issue discount	69,596
Loss on extinguishment of debt	1,350,337
Conversion of debt to 12% Convertible Debentures	(3,551,528)
Conversion of debt to Series H Preferred Stock	(5,730,000)
Repayment of convertible debt	(1,372,320)
Total debt components	(9,233,915)
Carrying amount at December 31, 2018	7,270,939
Convertible Debt and Debt Components [Member] \| 8% Promissory Notes [Member]
Principal amount of debt	1,126,112
Less: original issue discount	(111,112)
Less: issuance costs	(15,000)
Net cash proceeds received	1,000,000
Principal amount of debt (excluding original issue discount)	1,015,000
Add: conversion of debt from 10% OID Convertible Debentures
Add: accrued interest	20,986
Principal amount of debt including accrued interest	1,035,986
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants
Debt discount: Allocated warrant derivative liabilities for L2 Warrants	(600,986)
Debt discount: Allocated embedded derivative liabilities	(159,601)
Debt discount: Issuance costs	(15,000)
Subtotal debt discount	(775,587)
Less: amortization of debt discount	315,309
Less: write off unamortized debt discount upon extinguishment of debt	460,278
Unamortized debt discount
Accretion of original issue discount	44,133
Loss on extinguishment of debt	292,201
Conversion of debt to 12% Convertible Debentures
Conversion of debt to Series H Preferred Stock
Repayment of convertible debt	(1,372,320)
Total debt components	(1,035,986)
Carrying amount at December 31, 2018
Convertible Debt and Debt Components [Member] \| 10% Convertible Debentures [Member]
Principal amount of debt	4,775,000
Less: original issue discount
Less: issuance costs
Net cash proceeds received	4,775,000
Principal amount of debt (excluding original issue discount)	4,775,000
Add: conversion of debt from 10% OID Convertible Debentures
Add: accrued interest	69,920
Principal amount of debt including accrued interest	4,844,920
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants
Debt discount: Allocated warrant derivative liabilities for L2 Warrants
Debt discount: Allocated embedded derivative liabilities	(471,002)
Debt discount: Issuance costs
Subtotal debt discount	(471,002)
Less: amortization of debt discount	64,452
Less: write off unamortized debt discount upon extinguishment of debt	406,550
Unamortized debt discount
Accretion of original issue discount
Loss on extinguishment of debt	885,080
Conversion of debt to 12% Convertible Debentures
Conversion of debt to Series H Preferred Stock	(5,730,000)
Repayment of convertible debt
Total debt components	(4,844,920)
Carrying amount at December 31, 2018
Convertible Debt and Debt Components [Member] \| 10% OID Convertible Debentures [Member]
Principal amount of debt	3,500,000
Less: original issue discount	(175,000)
Less: issuance costs	(40,000)
Net cash proceeds received	3,285,000
Principal amount of debt (excluding original issue discount)	3,325,000
Add: conversion of debt from 10% OID Convertible Debentures
Add: accrued interest	28,009
Principal amount of debt including accrued interest	3,353,009
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants	(382,725)
Debt discount: Allocated warrant derivative liabilities for L2 Warrants
Debt discount: Allocated embedded derivative liabilities	(49,000)
Debt discount: Issuance costs	(40,000)
Subtotal debt discount	(471,725)
Less: amortization of debt discount	68,637
Less: write off unamortized debt discount upon extinguishment of debt	403,088
Unamortized debt discount
Accretion of original issue discount	25,463
Loss on extinguishment of debt	173,056
Conversion of debt to 12% Convertible Debentures	(3,551,528)
Conversion of debt to Series H Preferred Stock
Repayment of convertible debt
Total debt components	(3,353,009)
Carrying amount at December 31, 2018
Convertible Debt and Debt Components [Member] \| 12% Convertible Debenture [Member]
Principal amount of debt	9,540,000
Less: original issue discount
Less: issuance costs	(590,000)
Net cash proceeds received	8,950,000
Principal amount of debt (excluding original issue discount)	9,540,000
Add: conversion of debt from 10% OID Convertible Debentures	3,551,528
Add: accrued interest	82,913
Principal amount of debt including accrued interest	13,174,441
Debt discount: Allocated warrant derivative liabilities for B. Riley Warrants
Debt discount: Allocated warrant derivative liabilities for L2 Warrants
Debt discount: Allocated embedded derivative liabilities	(4,760,000)
Debt discount: Liquidated Damages recognized upon issuance	(706,944)
Debt discount: Issuance costs	(590,000)
Subtotal debt discount	(6,056,944)
Less: amortization of debt discount	153,442
Less: write off unamortized debt discount upon extinguishment of debt
Unamortized debt discount	(5,903,502)
Accretion of original issue discount
Loss on extinguishment of debt
Conversion of debt to 12% Convertible Debentures
Conversion of debt to Series H Preferred Stock
Repayment of convertible debt
Total debt components
Carrying amount at December 31, 2018	$ 7,270,939

Convertible Debt - Schedule of Convertible Debt and Related Debt Components (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2018
OID Convertible Debentures [Member]
Debt conversion percentage	10.00%
Convertible Debentures [Member]
Debt conversion percentage	12.00%

Convertible Debt - Schedule of Interest Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accretion of original issue discount	$ 69,596
Amortization of debt discount	601,840
Loss on extinguishment of debt	1,350,337
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument	(1,096,860)
Write off unamortized debt discount upon extinguishment of debt	1,269,916
Accrued interest	180,842
Cash interest paid	39,373
Interest expenses, gross	2,396,657
Accrued interest on Officer Promissory Notes	12,574
Other interest	99,643
Total	2,508,874
8% Promissory Notes [Member]
Accretion of original issue discount	44,133
Amortization of debt discount	315,309
Loss on extinguishment of debt	292,201
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument	(29,860)
Write off unamortized debt discount upon extinguishment of debt	460,278
Accrued interest
Cash interest paid	20,986
Interest expenses, gross	1,103,047
10% Convertible Debentures [Member]
Accretion of original issue discount
Amortization of debt discount	64,452
Loss on extinguishment of debt	885,080
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument	(1,042,000)
Write off unamortized debt discount upon extinguishment of debt	406,550
Accrued interest	69,920
Cash interest paid
Interest expenses, gross	384,002
10% OID Convertible Debentures [Member]
Accretion of original issue discount	25,463
Amortization of debt discount	68,637
Loss on extinguishment of debt	173,056
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument	(25,000)
Write off unamortized debt discount upon extinguishment of debt	403,088
Accrued interest	28,009
Cash interest paid
Interest expenses, gross	673,253
12% Convertible Debentures [Member]
Accretion of original issue discount
Amortization of debt discount	153,442
Loss on extinguishment of debt
Gain on extinguishment of embedded derivative liabilities upon extinguishment of host instrument
Write off unamortized debt discount upon extinguishment of debt
Accrued interest	82,913
Cash interest paid
Interest expenses, gross	$ 236,355

Preferred Stock (Details Narrative) - USD ($)					12 Months Ended
Preferred Stock (Details Narrative) - USD ($)	Aug. 10, 2018	Jun. 15, 2018	Nov. 30, 2001	May 30, 2000	Dec. 31, 2018	Dec. 31, 2017
Preferred stock, shares authorized					1,000,000
Preferred stock par value					$ 0.01
Conversion price					$ 0.33
Cash fee paid		$ 575,000
Stock issuance cost					$ 159,208
Common stock trading price					$ 0.86
Beneficial conversion feature					$ 18,045,496
Previously Paid Retainer [Member]
Cash fee paid		$ 75,000
Security Purchase Agreement [Member]
Liquidated damages, description	The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, payable within 7 days of such event, up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full.
Maximum liquidated damages percentage	6.00%
Agreement description					If the Company fails for any reason to satisfy the current public information requirement commencing from the six (6) month anniversary date of the closing of the Series H Preferred Stock, then the Company will be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.
Liquidating damages payable					$ 1,404,463
Common Stock [Member]
Number of shares converted			1,632
Number of shares issued during period for services						281,565
Series A Through E [Member]
Preferred stock, designated shares					10,270
Series F Convertible Preferred Stock [Member]
Preferred stock, designated shares					2,000
Series G Preferred Stock [Member]
Preferred stock, designated shares					1,800
Shares outstanding					168.496
Sale of stock				1,800
Maturity date, description				Expired on November 29, 2003
Preferred stock, value				$ 1,000	$ 1,000
Conversion of stock, description				The Series G Preferred Stock was initially convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock over the five trading days preceding the date of the conversion, subject to a maximum conversion price of $16.30, adjusted for a 1-for-10 reverse stock split effective July 26, 2007.
Reverse stock split				1-for-10
Preferred stock, value outstanding					$ 168
Series G Preferred Stock [Member] \| Maximum [Member]
Conversion price				$ 16.30
Series G Preferred Stock [Member] \| Four Investors [Member]
Number of warrants to purchase shares of common stock				63,000
Series G Preferred Stock [Member] \| Original Investor [Member]
Shares outstanding					168.496
Series H Preferred Stock [Member]
Preferred stock, designated shares					23,000
Shares outstanding					19,400
Preferred stock, value					$ 1,000
Conversion price	$ 0.33
Number of shares converted	58,785,606
Preferred stock, shares issued		5,730			19,400
Number of shares converted, value	$ 19,399,250	$ 4,775,000
Prepayment obligations		955,000
Debt instrument, face amount		$ 5,730,000
Debt instrument interest rate		10.00%
Number of shares issued during period for services		5,592
Number of shares purchased during period	1,000,000
Stock issuance cost		$ 1,194,546
Series H Preferred Stock [Member] \| Securities Purchase Agreement [Member]
Preferred stock, value	$ 1,000
Preferred stock, shares issued	19,400
Series H Preferred Stock [Member] \| Chief Executive Officer [Member]
Number of shares issued during period for services		1,200
Series H Preferred Stock [Member] \| President [Member]
Number of shares issued during period for services		30
Series H Preferred Stock [Member] \| B. Riley [Member]
Preferred stock par value		$ 1,000
Number of shares issued during period for services		669

Preferred Stock - Schedule of Components of Series H Preferred Stock (Details) - USD ($)			12 Months Ended
	Oct. 31, 2016	Aug. 31, 2016	Dec. 31, 2018	Dec. 31, 2017
Issuance of Series H Preferred Stock on August 10, 2018. shares	307,475	12,209,677
Net cash proceeds from issuance of Series H Preferred Stock			$ 12,474,704
Series H Preferred Stock [Member]
Issuance of Series H Preferred Stock on August 10, 2018			$ 19,400
Issuance of Series H Preferred Stock on August 10, 2018. shares			19,399.25
Less: shares issued to B. Riley FBR as placement fee			$ (669,250)
Less: shares issued to B. Riley FBR as placement fee, shares			(670)
Less: shares issued for conversion of principal of 10% Convertible Debentures			$ (4,775,000)
Less: shares issued for conversion of principal of 10% Convertible Debentures, shares			(4,775)
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return			$ (955,000)
Less: shares issued to 10% Convertible Debenture holders for additional payment of 20% annual internal rate of return, shares			(955)
Net issuance of Series H Preferred Stock			$ 13,000,000
Net issuance of Series H Preferred Stock, shares			13,000
Payments made to B. Riley FBR from proceeds: Less: placement fee			$ (500,000)
Payments made to B. Riley FBR from proceeds: Less: legal fees and other costs			(25,296)
Total payments made from proceeds			(525,296)
Net cash proceeds from issuance of Series H Preferred Stock			12,474,704
Issuance of Series H Preferred Stock			19,399,250
Less issuance costs: Shares issued to B. Riley FBR as placement fee			(669,250)
Less issuance costs: Total payments made from proceeds			(525,296)
Less issuance costs: Legal and other costs paid in cash			(159,208)
Total issuance costs			(1,353,754)
Beneficial conversion feature on Series H Preferred Stock			$ 18,045,496

Preferred Stock - Schedule of Components of Series H Preferred Stock (Details) (Parenthetical) - Series H Preferred Stock [Member]	12 Months Ended
	Dec. 31, 2018
Debt conversion percentage	10.00%
Annual internal rate of return	20.00%

Stockholders' Equity (Details Narrative)																			1 Months Ended	12 Months Ended
Stockholders' Equity (Details Narrative)	Dec. 20, 2018 USD ($)	Dec. 12, 2018 shares	Dec. 12, 2018 shares	Oct. 18, 2018 $ / shares shares	Oct. 02, 2018 shares	Sep. 13, 2018 shares	Aug. 23, 2018 $ / shares shares	Jun. 15, 2018 $ / shares shares	Jun. 15, 2018 $ / shares shares	Mar. 30, 2018 USD ($) $ / shares shares	Jan. 04, 2018 USD ($) $ / shares shares	Jan. 04, 2018 $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Oct. 19, 2017 USD ($) $ / shares shares	Apr. 04, 2017 USD ($) $ / shares shares	Nov. 04, 2016 $ / shares shares	Oct. 31, 2016 shares	Aug. 31, 2016 USD ($) shares	Jan. 31, 2019 shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Aug. 03, 2018 $ / shares shares	Aug. 11, 2016 $ / shares
Stock options granted																				8,187,750
Common stock authorized													1,000,000,000							1,000,000,000	1,000,000,000
Common stock par value \| $ / shares													$ 0.01							$ 0.01	$ 0.01
Number of shares issued during period, shares																	307,475	12,209,677
Proceeds from private placement \| $																				$ 1,250,000	$ 6,254,946
Warrant exercise price \| $ / shares																				$ 0.20		$ 0.50
Payment on buy back shares \| $																		$ 2,952
Per share on buy back shares \| $ / shares																							$ 0.0002
Number of shares related to performance													2,453,362
Recapitalization number of shares transfer to escrow account subject to buy back right													1,927,641								1,927,641
Incremental compensation cost \| $																					$ 2,756,527
Stock option expiration date																				May 15, 2019
Restricted stock awards not yet recognized \| $																				$ 3,927,443
Stock based compensation costs \| $																				4,340,824	$ 1,625,687
Derivative liability \| $																				$ 1,344,648
Warrant expiration term																				5 years
Number of anti-dilutive common stock shares																				82,897,246	11,847,935
Warrant exercisable price \| $ / shares																						$ 0.50
Intrinsic value of exercisable stock option \| $													$ 1,573,000							$ 1,573,000	$ 1,573,000
Fair market value of stock option \| $ / shares																				$ 0.48
Reserve [Member]
Number of anti-dilutive common stock shares																				3,200,889
Hub Pages Inc [Member]
Common stock par value \| $ / shares							$ 2.50
Number of shares issued during period, shares							2,400,000		2,399,997
Stock option expiration date							Sep. 23, 2021
Stock option vesting description							The true-up period, in general, is 13 months after the consummation of the HubPages Merger until 90 days following completion of vesting, or July 30, 2021. The restricted stock awards were fair valued upon issuance by an independent appraisal firm.
Common Stock to be Issued [Member]
Number of shares issued during period, shares		5,067,167
Incremental compensation cost \| $
MDB Warrants [Member]
Warrant to purchase common stock																1,169,607
Warrant exercise price \| $ / shares																$ 0.20
Number of warrant exercised under cashless exercise																842,117
Warrant outstanding																				327,490
MDB Warrants [Member]
Warrant outstanding																				507,055
L2 Warrants [Member]
Warrant to purchase common stock																						640,405
Common stock par value \| $ / shares																						$ 0.50
Warrant exercise price \| $ / shares																						$ 0.50
Warrant [Member]
Derivative liability \| $																				$ 418,214
Strome Warrant [Member]
Derivative liability \| $																				587,971
Money Stock Warrants [Member]
Fair value of warrants \| $																				$ 92,000
Warrant exercise price \| $ / shares																				$ 0.48
January 4, 2018 [Member]
Liquidation damages description																				The amount of liquidated damages payable to Strom or MDB is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested or the value of the securities registered by the placement agent. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 23) The Company recognized Liquidated Damages for the year ended December 31, 2018, with respect to its registration rights agreement for the common stock issued to MDB in conjunction with the January 4, 2018 private placement
March 30, 2018 [Member]
Liquidation damages description																				The amount of liquidated damages payable to the investor is 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, during which the default continues, up to a maximum amount of 5.0% of the aggregate amount invested. The purchaser of the shares of common stock waived the liquidated damages when the purchaser converted certain notes payable into Series H Preferred Stock in August 2018 (see Note 13).
Restricted Stock [Member]
Stock options granted																				4,606,503
Cost recognized over a period \| $																				$ 2,148,811
Restricted stock awards not yet recognized \| $																				$ 3,927,443
Stock recognized over period																				1 year 11 months 8 days
Stock based compensation costs \| $	$ 43,750
Forfeited unvested restricted stock																			329,735	329,735
Restricted Stock [Member] \| Hub Pages Inc [Member]
Number of restricted common stock, shares							2,399,997
April 30, 2018 [Member] \| Strome Warrant [Member]
Warrant to purchase common stock																				2,478,359
Number of shares issued during period, shares																				736,853
Warrant exercise price \| $ / shares																				$ 1.60
Number of warrant exercised under cashless exercise																				842,117
Private Placement [Member] \| MDB Warrants [Member]
Warrant to purchase common stock											60,000	60,000		119,565
Warrant exercise price \| $ / shares											$ 2.50	$ 2.50		$ 1.15
Warrant expiration term														5 years
Private Placement [Member] \| March 30, 2018 [Member] \| Strome Warrant [Member]
Warrant to purchase common stock											1,700,000	1,700,000
Warrant exercise price \| $ / shares											$ 2.50	$ 2.50
Maximum number of shares issuable in transaction												3,400,000
Warrant exercisable price \| $ / shares											$ 1.25	$ 1.25
Investors [Member] \| B. Riley Warrants [Member]
Derivative liability \| $																				$ 358,050
Investors [Member] \| B. Riley Warrants [Member] \| 10% OID Convertible Debentures [Member]
Warrant to purchase common stock				875,000
Warrant exercise price \| $ / shares				$ 1.00
Warrant expiration term				7 years
Warrant description				The warrant instrument provides that upon the consummation of a subsequent financing, the $1.00 exercise price shall be adjusted to (i), in the event that security issued in such subsequent financing is common stock, 125% of the effective per share purchase price of the common stock in such subsequent financing, (ii), in the event that the security issued in such subsequent financing is a common stock equivalent, 100% of the effective per share purchase price of the common stock underlying the common stock equivalent issued in such subsequent financing, or (iii), in the event that the primary securities issued such subsequent financing includes a combination of common stock and common stock equivalents, the greater of (a) 125% of the effective per share purchase price of the common stock issued in such subsequent financing or (b) 100% of the effective per share purchase price of the common stock underlying the common stock equivalents.
Investors [Member] \| Private Placement [Member]
Number of shares issued during period, shares										500,000
Shares issued price per share \| $ / shares										$ 2.50
Proceeds from private placement \| $										$ 1,250,000
Board of Directors [Member]
Number of shares issued during period, shares																				206,506
Board of Directors [Member] \| Restricted Stock [Member]
Number of restricted common stock, shares					57,693	148,813
Vesting term					3 months	4 months
Security Purchase Agreement [Member] \| Strome Warrant [Member]
Warrant to purchase common stock								1,500,000	1,500,000
Number of shares issued during period, shares								1,700,000
Warrant exercise price \| $ / shares								$ 1.19	$ 1.19
Warrant expiration term								5 years	5 years
Integrated Surgical Systems, Inc and Amplify Media Network, Inc [Member] \| Share Exchange Agreement [Member]
Recapitalization exchange ratio																				4.13607
Amplify Media Network, Inc [Member]
Stock issued during period, value, restricted stock award, gross																12,517,152
MDB Capital Group LLC [Member]
Warrant to purchase common stock											60,000	60,000				1,169,607
Stock options granted																175,000
Number of shares issued during period, shares											1,200,000			2,391,304	3,765,000
Shares issued price per share \| $ / shares											$ 2.50	$ 2.50		$ 1.15	$ 1.00
Number of shares issued during period, value \| $											$ 3,000,000			$ 2,750,000	$ 3,765,000
Proceeds from private placement \| $															$ 188,250
Stock issued during period, shares, issued for services											60,000			119,565	162,000
Warrants to purchase shares of common stock											60,000	60,000		119,565
Fair value of warrants \| $														$ 126,286
Warrants issued											60,000	60,000
Warrant exercise price \| $ / shares											$ 2.50	$ 2.50
MDB Capital Group LLC [Member] \| Private Placement [Member]
Shares issued price per share \| $ / shares											$ 2.50	2.50
Number of common shares sold											60,000
Number of common shares sold, value \| $											$ 150,000
Strome Mezzanine Fund LP [Member] \| Investors [Member] \| Private Placement [Member]
Number of shares issued during period, shares											1,200,000
Shares issued price per share \| $ / shares											$ 2.50	$ 2.50
Proceeds from private placement \| $											$ 3,000,000
Say Media, Inc. [Member]
Number of shares issued during period, shares		432,835																		5,500,002
Say Media, Inc. [Member] \| Restricted Stock [Member]
Number of restricted common stock, shares			2,000,000
Stock option vesting description			The shares vest one-third on the first anniversary date of issuance and then over twenty-four equal monthly installments after the first anniversary date and the estimated fair value of these shares is being recognized as compensation expense over the vesting period of the award.

Stockholders' Equity - Summary of Restricted Stock Award Activity (Details)	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Number of shares Restricted stock awards outstanding, non-vested at beginning
Number of shares, non-vested Issued	8,187,750
Number of shares, non-vested Vested	(175,000)
Number of shares Restricted stock awards outstanding, non-vested at ending	7,552,355
Number of Shares Common stock options, outstanding at Beginning balance	2,176,637
Number of shares, Forfeited	732,353
Number of Shares Common stock options, outstanding at Ending balance	9,405,541
Restricted Stock [Member]
Number of shares Restricted stock awards outstanding, non-vested at beginning	6,979,596
Number of shares, non-vested Issued	4,606,503
Number of shares, non-vested Vested	(4,946,490)
Number of shares, non-vested Forfeited	(329,735)
Number of shares Restricted stock awards outstanding, non-vested at ending	6,309,874
Number of Shares Common stock options, outstanding at Beginning balance	5,537,556
Number of shares, Issued
Number of shares, Vested	(4,946,490)
Number of shares, Forfeited
Number of Shares Common stock options, outstanding at Ending balance	10,484,046
Weighted Average price Grant-Date, beginning \| $ / shares	$ 0.41
Weighted Average price Grant-Date, Issued \| $ / shares	0.72
Weighted Average price Grant-Date, Vested \| $ / shares
Weighted Average price Grant-Date, Forfeited \| $ / shares
Weighted Average price Grant-Date, ending \| $ / shares	$ 0.50

Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares		12 Months Ended
	Aug. 03, 2018	Dec. 31, 2018
Number of Shares, Exercisable at end of year		3,949,018
Common Stock Financing Warrant [Member]
Number of Shares, outstanding, at beginning of year		1,289,172
Number of Shares, Issued		2,861,558
Number of Shares, Exercised		(842,117)
Number of Shares, Issued as result of the reset provision on August 3, 2018	640,405
Number of Shares, outstanding at end of year		3,949,018
Number of Shares, Exercisable at end of year		3,949,018
Weighted Average Exercise Price, outstanding, at beginning of year		$ 0.29
Weighted Average Exercise Price, Issued		1.17
Weighted Average Exercise Price, Exercised		0.20
Weighted Average Exercise Prices, Issued as result of the reset provision on August 3, 2018	$ 0.50
Weighted Average Exercise Price, outstanding, at end of year		0.64
Weighted Average Exercise Price, Exercisable at end of year		$ 0.64
Weighted Average Remaining Contractual Life, Outstanding at end of year		4 years 9 months 18 days
Weighted Average Remaining Contractual Life, Exercisable at end of year		4 years 9 months 18 days

Stockholders' Equity - Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details)	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Financing Warrants Classified as Derivative Liabilities (Shares)	3,441,963
Financing Warrants Classified within Stockholders' Equity (Shares)	507,055
Total Exercisable Financing Warrants (Shares)	3,949,018
Total outstanding and exercisable	3,949,018
L2 Warrant reserve	2,133,926
Total outstanding, exercisable and reserved	6,082,944
MDB Warrants [Member]
Financing Warrants Exercise Price \| $ / shares	$ 0.20
Financing Warrants Expiration Date	Nov. 04, 2021
Financing Warrants Classified as Derivative Liabilities (Shares)
Financing Warrants Classified within Stockholders' Equity (Shares)	327,490
Total Exercisable Financing Warrants (Shares)	327,490
L2 Warrants [Member]
Financing Warrants Exercise Price \| $ / shares	$ 0.50
Financing Warrants Expiration Date	Aug. 03, 2023
Financing Warrants Classified as Derivative Liabilities (Shares)	1,066,963
Financing Warrants Classified within Stockholders' Equity (Shares)
Total Exercisable Financing Warrants (Shares)	1,066,963
Strome Warrants [Member]
Financing Warrants Exercise Price \| $ / shares	$ 0.50
Financing Warrants Expiration Date	Jun. 15, 2023
Financing Warrants Classified as Derivative Liabilities (Shares)	1,500,000
Financing Warrants Classified within Stockholders' Equity (Shares)
Total Exercisable Financing Warrants (Shares)	1,500,000
B. Riley Warrants [Member]
Financing Warrants Exercise Price \| $ / shares	$ 1.00
Financing Warrants Expiration Date	Oct. 18, 2025
Financing Warrants Classified as Derivative Liabilities (Shares)	875,000
Financing Warrants Classified within Stockholders' Equity (Shares)
Total Exercisable Financing Warrants (Shares)	875,000
MDB Warrants One [Member]
Financing Warrants Exercise Price \| $ / shares	$ 1.15
Financing Warrants Expiration Date	Oct. 19, 2022
Financing Warrants Classified as Derivative Liabilities (Shares)
Financing Warrants Classified within Stockholders' Equity (Shares)	119,565
Total Exercisable Financing Warrants (Shares)	119,565
MDB Warrants Two [Member]
Financing Warrants Exercise Price \| $ / shares	$ 2.50
Financing Warrants Expiration Date	Oct. 19, 2022
Financing Warrants Classified as Derivative Liabilities (Shares)
Financing Warrants Classified within Stockholders' Equity (Shares)	60,000
Total Exercisable Financing Warrants (Shares)	60,000
Financing Warrants Classified as Derivative Liabilities [Member]
Total outstanding and exercisable	3,441,963
L2 Warrant reserve	2,133,926
Total outstanding, exercisable and reserved	5,575,889
Financing Warrants Classified Within Stockholders' Equity [Member]
Total outstanding and exercisable	507,055
L2 Warrant reserve
Total outstanding, exercisable and reserved	507,055

Stock Based Compensation (Details Narrative) - USD ($)						12 Months Ended
Stock Based Compensation (Details Narrative) - USD ($)	Dec. 13, 2018	Dec. 12, 2018	Nov. 02, 2018	Oct. 31, 2016	Aug. 31, 2016	Dec. 31, 2018	Aug. 31, 2018	Mar. 28, 2018	Dec. 31, 2017
Number of Shares Common stock options, Granted						8,187,750
Grant date fair value of stock options granted						5,566,385
Intrinsic value of stock option						$ 1,573,000			$ 1,573,000
Number of shares fully vested						175,000
Exercise price of stock option						$ 0.17
Stock option expiration date						May 15, 2019
Number of shares issued during period, shares				307,475	12,209,677
Number of outstanding stock options not vested						7,552,355
Unrecognized compensation expense related to stock options granted						$ 4,338,362
Weighted-average period of options term						9 years 2 months 30 days
Fair market value of stock option						$ 0.48
Warrant vesting term						3 years
Warrant expiration term						5 years
Exercise price upper range						$ 1.32
Exercise price lower range						$ 2.25
Common Stock [Member]
Number of Shares Common stock options, Granted	700,000		360,000
Number of shares fully vested	1,000,000	354,000
Channel Partner Warrants [Member]
Grant date fair value of stock options granted						2,000,000
Common stock warrant issued						4,215,500
Warrant to purchase common stock						982,860
Exercise price lower range						$ 0.48
Unexercised in-the-Money [Member]
Intrinsic value of stock option						$ 7,750
Fair market value of stock option						$ 0.48
June 2018 [Member]
Number of shares fully vested						125,000
Number of shares issued during period, shares						106,154
2016 Stock Incentive Plan [Member]
Number of Shares Common stock options, Granted						9,405,541
Number of shares available for future grant						594,459
2016 Stock Incentive Plan [Member] \| Minimum [Member]
Common stock reserved for grant							5,000,000	3,000,000
2016 Stock Incentive Plan [Member] \| Maximum [Member]
Common stock reserved for grant							10,000,000	5,000,000
Stock Options Outside 2016 Plan [Member]
Number of Shares Common stock options, Granted						2,414,000
Grant date fair value of stock options granted						755,884
Intrinsic value of stock option						$ 277,820
Unrecognized compensation expense related to stock options granted						$ 733,875
Weighted-average period of options term						2 years 11 months 1 day

Stock Based Compensation - Schedule of Fair Value of Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2018
Risk-free interest rate, minimum	2.27%
Risk-free interest rate, maximum	3.05%
Expected dividend yield	0.00%
Expected volatility, minimum	108.34%
Expected volatility, maximum	139.36%
Stock Options Outside 2016 Plan [Member]
Risk-free interest rate, minimum	2.79%
Risk-free interest rate, maximum	3.09%
Expected dividend yield	0.00%
Expected volatility, minimum	113.49%
Expected volatility, maximum	116.86%
Expected life	6 years
Minimum [Member]
Expected life	3 years
Maximum [Member]
Expected life	6 years

Stock Based Compensation - Summary of Stock Option Activity (Details)	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Number of Shares Common stock options, outstanding at Beginning balance \| shares	2,176,637
Number of Shares Common stock options, Granted \| shares	8,187,750
Number of Shares Common stock options, Exercised \| shares	(125,000)
Number of Shares Common stock options, Forfeited \| shares	(732,353)
Number of Shares Common stock options, Expired \| shares	(101,493)
Number of Shares Common stock options, outstanding at Ending balance \| shares	9,405,541
Number of Shares Common stock options, exercisable at Ending balance \| shares	1,853,186
Weighted Average Exercise Price, outstanding at Beginning balance	$ 1.25
Weighted Average Exercise Price, Granted	0.84
Weighted Average Exercise Price, Exercised	0.17
Weighted Average Exercise Price, Forfeited	1.41
Weighted Average Exercise Price, Expired	1.49
Weighted Average Exercise Price, outstanding at Beginning balance	0.61
Weighted Average Exercise Price, exercisable at Beginning balance	$ 1.14
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance	9 years 2 months 30 days
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance	9 years 3 months 19 days
Weighted Average Remaining Contractual Life (in Years), exercisable at Ending balance	8 years 9 months 7 days
Stock Options Outside 2016 Plan [Member]
Number of Shares Common stock options, outstanding at Beginning balance \| shares
Number of Shares Common stock options, Granted \| shares	2,414,000
Number of Shares Common stock options, outstanding at Ending balance \| shares	2,414,000
Weighted Average Exercise Price, outstanding at Beginning balance
Weighted Average Exercise Price, Granted	0.36
Weighted Average Exercise Price, outstanding at Beginning balance	0.36
Weighted Average Exercise Price, exercisable at Beginning balance
Weighted Average Remaining Contractual Life (in Years), outstanding at Beginning balance	2 years 11 months 1 day
Weighted Average Remaining Contractual Life (in Years), outstanding at Ending balance	9 years 11 months 8 days

Stock Based Compensation - Schedule of Exercise Prices of Common Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Exercise price lower range	$ 2.25
Exercise price upper range	$ 1.32
Number of Shares, Outstanding	9,405,541	2,176,637
Number of Shares, Exercisable	1,853,186
Exercise Price Range One [Member]
Exercise price upper range	$ 1.00
Number of Shares, Outstanding	6,093,500
Number of Shares, Exercisable	516,333
Exercise Price Range Two [Member]
Exercise price lower range	$ 1.01
Exercise price upper range	$ 1.25
Number of Shares, Outstanding	1,707,482
Number of Shares, Exercisable	921,946
Exercise Price Range Three [Member]
Exercise price lower range	$ 1.26
Exercise price upper range	$ 1.50
Number of Shares, Outstanding	28,309
Number of Shares, Exercisable	7,198
Exercise Price Range Four [Member]
Exercise price lower range	$ 1.51
Exercise price upper range	$ 1.75
Number of Shares, Outstanding	345,000
Number of Shares, Exercisable	108,542
Exercise Price Range Five [Member]
Exercise price lower range	$ 1.76
Exercise price upper range	$ 2.00
Number of Shares, Outstanding	1,055,000
Number of Shares, Exercisable	252,500
Exercise Price Range Six [Member]
Exercise price lower range	$ 2.01
Exercise price upper range	$ 2.25
Number of Shares, Outstanding	135,000
Number of Shares, Exercisable	5,417
Exercise Price Range Seven [Member]
Exercise price lower range	$ 2.26
Exercise price upper range	$ 2.50
Number of Shares, Outstanding	41,250
Number of Shares, Exercisable	41,250

Stock Based Compensation - Schedule of Warrants Assumptions (Details)	12 Months Ended
	Dec. 31, 2018
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Fair value assumptions, measurement input, percentages	2.53%
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Fair value assumptions, measurement input, percentages	2.89%
Dividend Yield [Member]
Fair value assumptions, measurement input, percentages	0.00%
Expected Volatility [Member] \| Minimum [Member]
Fair value assumptions, measurement input, percentages	95.73%
Expected Volatility [Member] \| Maximum [Member]
Fair value assumptions, measurement input, percentages	119.45%
Expected Term [Member] \| Minimum [Member]
Fair value assumptions, measurement input, term	3 years
Expected Term [Member] \| Maximum [Member]
Fair value assumptions, measurement input, term	5 years

Stock Based Compensation - Schedule of Warrants Activity (Details)	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Number of Shares, Exercisable at end of year	3,949,018
Channel Partner Warrants [Member]
Number of Shares, outstanding, at beginning of year	1,303,832
Number of Shares, Issued	295,000
Number of Shares, Exercised
Number of Shares, Forfeited	(581,692)
Number of Shares, outstanding at end of year	1,017,140
Number of Shares, Exercisable at end of year	319,944
Weighted Average Exercise Price, outstanding, at beginning of year \| $ / shares	$ 1.48
Weighted Average Exercise Price, Issued \| $ / shares	1.74
Weighted Average Exercise Price, Exercised \| $ / shares
Weighted Average Exercise Price, Forfeited \| $ / shares	1.47
Weighted Average Exercise Price, outstanding, at end of year \| $ / shares	1.47
Weighted Average Exercise Price, Exercisable at end of year \| $ / shares	$ 1.39
Weighted Average Remaining Contractual Life, Outstanding at January 1, 2018	4 years 4 months 6 days
Weighted Average Remaining Contractual Life, Outstanding	3 years 6 months 25 days
Weighted Average Remaining Contractual Life, Exercisable	3 years 6 months 14 days

Stock Based Compensation - Summary of Stock-based Compensation (Details) - USD ($)		12 Months Ended
	Dec. 20, 2018	Dec. 31, 2018	Dec. 31, 2017
Cost of revenue		$ 7,641,684	$ 1,590,636
Research and development		1,179,944	114,873
General and administrative		10,892,443	4,720,824
Total stock based compensation		4,340,824	1,625,687
Stock-based Compensation [Member]
Cost of revenue		159,205	229,720
Research and development		196,867
General and administrative		3,984,752	1,395,967
Total costs charged to operations		4,340,824	1,625,687
Capitalized platform development		1,850,384	614,573
Total stock based compensation		6,191,208	2,240,260
Stock-based Compensation [Member] \| Channel Partner Warrants [Member]
Cost of revenue		152,460	229,720
Research and development
General and administrative
Total costs charged to operations		152,460	229,720
Capitalized platform development
Total stock based compensation		152,460	229,720
Stock-based Compensation [Member] \| Stock Option [Member]
Cost of revenue
Research and development		95,941
General and administrative		1,112,020	618,761
Total costs charged to operations		1,207,961	618,761
Capitalized platform development		211,346
Total stock based compensation		1,419,307	618,761
Restricted Stock [Member]
Total stock based compensation	$ 43,750
Restricted Stock [Member] \| Stock-based Compensation [Member]
Cost of revenue		6,745
Research and development		100,926
General and administrative		2,872,732	777,206
Total costs charged to operations		2,980,403	777,206
Capitalized platform development		1,639,038	614,573
Total stock based compensation		$ 4,619,441	$ 1,391,779

Settlement of Promissory Notes Receivable (Details Narrative) - USD ($)	Dec. 12, 2018	Nov. 30, 2018	Aug. 21, 2018	Jul. 23, 2018	Mar. 26, 2018
Say Media Merger Agreements [Member]
Debt instrument, description	On December 12, 2018 pursuant to the Say Media Merger Agreements entered into on October 12, 2018 and amended on October 17, 2018, the Company settled the promissory notes receivable by effectively forgiving $3,366,031 of the balance due at closing as reflected on the consolidated statements of operations. The remainder of the promissory notes consisting of $2,078,498 advanced for the execution payments in connection with the acquisition, and $450,000 advanced for acquisition related legal fees of Say Media where reflected as part of the purchase price.
Notes receivable forgiving balance	$ 3,366,031
Promissory notes payable	2,078,498
Legal fees	450,000
Secured Promissory Note [Member]
Debt instrument, face amount		$ 4,322,166	$ 322,363	$ 250,000
Promissory Note [Member]
Debt instrument, face amount	$ 5,894,529
Say Media, Inc. [Member]
Due to related party debt					$ 1,000,000
Debt instrument, interest rate, stated percentage					5.00%
Debt instrument effective interest					10.00%

Liquidated Damages - Schedule of Recognized Liquidated Damages (Details)	Dec. 31, 2018 USD ($)
Registration Rights Damages	$ 1,178,956
Public Information Failure Damages	1,870,899
Accrued interest	597,743
Totals	3,647,598
12% Convertible Debentures [Member]
Registration Rights Damages
Public Information Failure Damages	706,944
Accrued interest	116,726
Totals	823,670
Series H Preferred Stock [Member]
Registration Rights Damages	1,163,955
Public Information Failure Damages	1,163,955
Accrued interest	481,017
Totals	2,808,927
MDB Common Stock to Be Issued [Member]
Registration Rights Damages	15,001
Public Information Failure Damages
Accrued interest
Totals	$ 15,001

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income tax rate	21.00%	34.00%
TCJA income tax provision	$ (838,000)
Net operating losses	$ 15.50
Income tax description	limited to 80% of taxable in given year
Net operating losses do not expire	$ 21.15
Federal [Member]
Operating loss carryforward	$ 36,650,000	$ 7,300,000
State [Member]
Operating loss carryforward	33,930,000
Local [Member]
Operating loss carryforward	$ 8,150,000

Income Taxes - Schedule of Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Current tax benefit: Federal
Current tax benefit: State and local
Total current tax benefit
Deferred tax benefit: Federal	3,359,203	920,356
Deferred tax benefit: State and local	1,498,009
Change in valuation allowance	(4,765,579)	(920,356)
Total deferred tax benefit	91,633
Total income tax benefit	$ 91,633