0001493152-21-028521 | 10-Q | XBRL Viewer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Nov. 01, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	1-12471
Entity Registrant Name	THEMAVEN, INC.
Entity Central Index Key	0000894871
Entity Tax Identification Number	68-0232575
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Vesey Street
Entity Address, Address Line Two	24 th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281
City Area Code	212
Local Phone Number	321-5002
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		264,202,421

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 8,227,840	$ 9,033,872
Restricted cash	500,809	500,809
Accounts receivable, net	19,519,147	16,497,626
Subscription acquisition costs, current portion	31,257,268	28,146,895
Royalty fees, current portion	15,000,000	15,000,000
Prepayments and other current assets	4,875,177	4,667,263
Total current assets	79,380,241	73,846,465
Property and equipment, net	668,663	1,129,438
Operating lease right-of-use assets	2,048,900	18,292,196
Platform development, net	8,011,707	7,355,608
Royalty fees, net of current portion		11,250,000
Subscription acquisition costs, net of current portion	18,682,545	13,358,585
Acquired and other intangible assets, net	57,817,905	71,501,835
Other long-term assets	692,021	1,330,812
Goodwill	22,861,872	16,139,377
Total assets	190,163,854	214,204,316
Current liabilities:
Accounts payable	9,443,576	8,228,977
Accrued expenses and other	21,287,989	14,718,193
Line of credit	6,705,391	7,178,791
Unearned revenue	71,305,655	61,625,676
Subscription refund liability	4,379,364	4,035,531
Operating lease liabilities	282,011	1,059,671
Liquidated damages payable	11,765,706	9,568,091
Current portion of long-term debt	4,565,982
Warrant derivative liabilities	651,083	1,147,895
Total current liabilities	130,386,757	107,562,825
Unearned revenue, net of current portion	19,207,736	23,498,597
Restricted stock liabilities, net of current portion	521,621	1,995,810
Operating lease liabilities, net of current portion	1,972,165	19,886,083
Other long-term liabilities	8,072,442	753,365
Deferred tax liabilities	577,960	210,832
Long-term debt, net of current portion	58,718,289	62,194,272
Total liabilities	219,456,970	216,101,784
Commitments and contingencies (Note 14)
Mezzanine equity:
Total mezzanine equity	18,365,992	18,415,992
Stockholders’ deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 264,246,777 and 229,085,167 shares at September 30, 2021 and December 31, 2020, respectively	2,642,467	2,290,851
Common stock to be issued	10,809	10,809
Additional paid-in capital	182,787,419	139,658,166
Accumulated deficit	(233,099,803)	(162,273,286)
Total stockholders’ deficiency	(47,659,108)	(20,313,460)
Total liabilities, mezzanine equity and stockholders’ deficiency	190,163,854	214,204,316
Series G Redeemable and Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	168,496	168,496
Series H Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	$ 18,197,496	$ 18,247,496

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	264,246,777	229,085,167
Common stock, shares outstanding	264,246,777	229,085,167
Series G Redeemable and Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, liquidation preference per share value	$ 1,000	$ 1,000
Temporary equity, shares authorized	1,800	1,800
Temporary equity, liquidation preference value	$ 168,496	$ 168,496
Temporary equity, shares issued	168,496	168,496
Temporary equity, shares outstanding	168,496	168,496
Temporary equity, common shares issuable upon conversion	188,791	188,791
Series H Convertible Preferred Stock [Member]
Temporary equity, par value		$ 0.01
Temporary equity, liquidation preference per share value		$ 1,000
Temporary equity, shares authorized		23,000
Temporary equity, liquidation preference value	$ 19,546,000	$ 19,596,000
Temporary equity, shares outstanding	19,546	19,596
Temporary equity, common shares issuable upon conversion	59,243,926	59,395,476

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 59,573,508	$ 32,089,993	$ 127,935,501	$ 85,593,786
Cost of revenue (includes amortization of developed technology and platform development for three months ended 2021 and 2020 of $2,241,243 and $2,089,286, respectively, and for nine months ended 2021 and 2020 of $6,565,600 and $6,348,619, respectively)	32,173,859	24,708,941	83,978,050	76,321,953
Gross profit	27,399,649	7,381,052	43,957,451	9,271,833
Operating expenses
Selling and marketing	22,712,193	9,928,901	55,122,357	27,698,182
General and administrative	23,023,883	7,172,175	44,230,360	24,852,891
Depreciation and amortization	4,055,432	4,053,184	11,981,998	12,276,990
Total operating expenses	49,791,508	21,154,260	111,334,715	64,828,063
Loss from operations	(22,391,859)	(13,773,208)	(67,377,264)	(55,556,230)
Other (expense) income
Change in valuation of warrant derivative liabilities	801,755	(517,405)	496,812	(134,910)
Change in valuation of embedded derivative liabilities		(2,370,000)		2,173,000
Interest expense	(2,512,637)	(4,253,180)	(7,695,317)	(12,169,315)
Interest income		1,116	471	4,499
Liquidated damages	(833,612)	(319,903)	(2,197,615)	(1,487,577)
Other expenses		(31,851)		(31,851)
Gain upon debt extinguishment			5,716,697
Total other expense	(2,544,494)	(7,491,223)	(3,678,952)	(11,646,154)
Loss before income taxes	(24,936,353)	(21,264,431)	(71,056,216)	(67,202,384)
Income taxes	229,699		229,699
Net loss	(24,706,654)	(21,264,431)	(70,826,517)	(67,202,384)
Deemed dividend on Series H convertible preferred stock		(132,663)		(132,663)
Net loss attributable to common stockholders	$ (24,706,654)	$ (21,397,094)	$ (70,826,517)	$ (67,335,047)
Basic and diluted net loss per common stock	$ (0.10)	$ (0.55)	$ (0.29)	$ (1.72)
Weighted average number of common stock outstanding – basic and diluted	252,811,058	39,186,432	244,209,151	39,177,864

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Cost, Amortization	$ 2,241,243	$ 2,089,286	$ 6,565,600	$ 6,348,619

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Beginning balance, value	$ (32,437,540)	$ (40,243,558)	$ (20,313,460)	$ (74,574,520)	$ (55,583,917)	$ (37,067,984)	$ (20,313,460)	$ (37,067,984)
Issuance of restricted stock awards to the board of directors	502,500
Repurchase of restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Cashless exercise of common stock options
Common stock withheld for taxes	(29,118)	(41,120)		(40,957)	(112,340)	(169,481)
Proceeds from common stock private placement		19,837,757
Issuance of restricted stock units in connection with the acquisition of LiftIgniter						500,000
Issuance of common stock in connection with professional services			125,000				125,000
Issuance of common stock upon conversion of Series H convertible preferred stock	50,000			300,000
Issuance of common stock upon vesting of restricted stock units
Forfeiture of unvested restricted stock awards
Issuance of common stock in connection with the acquisition of Say Media
Beneficial conversion feature on Series H convertible preferred stock				132,663
Deemed dividend on Series H convertible preferred stock				(132,663)
Stock-based compensation	8,961,704	8,665,939	5,408,207	4,231,878	4,283,066	3,930,172
Net loss	(24,706,654)	(20,656,558)	(25,463,305)	(21,264,431)	(23,161,329)	(22,776,624)	(70,826,517)	(67,202,384)
Ending balance, value	(47,659,108)	(32,437,540)	(40,243,558)	(91,348,030)	(74,574,520)	(55,583,917)	(47,659,108)	(91,348,030)
Common Stock [Member]
Beginning balance, value	$ 2,631,757	$ 2,303,264	$ 2,290,851	$ 385,902	$ 374,746	$ 371,190	$ 2,290,851	$ 371,190
Beginning balance, shares	263,175,743	230,326,425	229,085,167	38,590,363	37,474,736	37,119,117	229,085,167	37,119,117
Issuance of restricted stock awards to the board of directors	$ 7,500	$ 822	$ 8,052			$ 5,625
Issuance of restricted stock awards to the board of directors, shares	750,000	82,158	805,165			562,500
Repurchase of restricted stock classified as liabilities	$ (1,331)	$ (1,331)	$ (1,331)
Repurchase of restricted stock classified as liabilities, shares	(133,068)	(133,068)	(133,068)
Issuance of restricted stock in connection with the acquisition of The Spun		$ 42,857
Issuance of restricted stock in connection with the acquisition of The Spun, shares		4,285,714
Cashless exercise of common stock options		$ 849
Cashless exercise of common stock, shares		84,891
Common stock withheld for taxes	$ (469)	$ (490)		$ (586)	$ (2,348)	$ (2,069)
Common stock withheld for taxes, shares	(46,856)	(49,952)		(58,628)	(234,767)	(206,881)
Proceeds from common stock private placement		$ 285,786
Proceeds from common stock private placement, shares		28,578,575
Issuance of restricted stock units in connection with the acquisition of LiftIgniter			$ 2,567
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares			256,661
Issuance of common stock in connection with professional services			$ 3,125
Issuance of common stock in connection with professional services, shares			312,500
Issuance of common stock upon conversion of Series H convertible preferred stock	$ 1,515			$ 9,091
Issuance of common stock upon conversion of Series H convertible preferred stock, shares	151,515			909,090
Issuance of common stock upon vesting of restricted stock units	$ 5,000
Issuance of common stock in connection with vesting of restricted stock units, shares	500,000
Forfeiture of unvested restricted stock awards	$ (1,505)
Forfeiture of unvested restricted stock awards, shares	150,557
Issuance of common stock in connection with the acquisition of Say Media				$ 11,074	$ 13,504
Issuance of common stock in connection with the acquisition of Say Media, shares				1,107,378	1,350,394
Beneficial conversion feature on Series H convertible preferred stock
Deemed dividend on Series H convertible preferred stock
Stock-based compensation
Net loss
Forfeiture of unvested restricted stock awards, shares	(150,557)
Ending balance, value	$ 2,642,467	$ 2,631,757	$ 2,303,264	$ 405,481	$ 385,902	$ 374,746	$ 2,642,467	$ 405,481
Ending balance, shares	264,246,777	263,175,743	230,326,425	40,548,203	38,590,363	37,474,736	264,246,777	40,548,203
Common Stock to be Issued [Member]
Beginning balance, value	$ 10,809	$ 10,809	$ 10,809	$ 25,879	$ 39,383	$ 39,383	$ 10,809	$ 39,383
Beginning balance, shares	1,080,930	1,080,930	1,080,930	2,587,893	3,938,287	3,938,287	1,080,930	3,938,287
Issuance of restricted stock awards to the board of directors
Repurchase of restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Cashless exercise of common stock options
Common stock withheld for taxes
Proceeds from common stock private placement
Issuance of restricted stock units in connection with the acquisition of LiftIgniter
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares
Issuance of common stock in connection with professional services
Issuance of common stock upon conversion of Series H convertible preferred stock
Issuance of common stock upon vesting of restricted stock units
Forfeiture of unvested restricted stock awards
Issuance of common stock in connection with the acquisition of Say Media				$ (11,074)	$ (13,504)
Issuance of common stock in connection with the acquisition of Say Media, shares				(1,107,378)	(1,350,394)
Beneficial conversion feature on Series H convertible preferred stock
Deemed dividend on Series H convertible preferred stock
Stock-based compensation
Net loss
Ending balance, value	$ 10,809	$ 10,809	$ 10,809	$ 14,805	$ 25,879	$ 39,383	$ 10,809	$ 14,805
Ending balance, shares	1,080,930	1,080,930	1,080,930	1,480,515	2,587,893	3,938,287	1,080,930	1,480,515
Additional Paid-in Capital [Member]
Beginning balance, value	$ 173,313,043	$ 145,178,960	$ 139,658,166	$ 43,992,975	$ 39,819,901	$ 35,562,766	$ 139,658,166	$ 35,562,766
Issuance of restricted stock awards to the board of directors	495,000	(822)	(8,052)			(5,625)
Repurchase of restricted stock classified as liabilities	1,331	1,331	1,331
Issuance of restricted stock in connection with the acquisition of The Spun		(42,857)
Cashless exercise of common stock options		(849)
Common stock withheld for taxes	(28,649)	(40,630)		(40,371)	(109,992)	(167,412)
Proceeds from common stock private placement		19,551,971
Issuance of restricted stock units in connection with the acquisition of LiftIgniter			(2,567)			500,000
Issuance of common stock in connection with professional services			121,875
Issuance of common stock upon conversion of Series H convertible preferred stock	48,485			290,909
Issuance of common stock upon vesting of restricted stock units	(5,000)
Forfeiture of unvested restricted stock awards	1,505
Issuance of common stock in connection with the acquisition of Say Media
Beneficial conversion feature on Series H convertible preferred stock				132,663
Deemed dividend on Series H convertible preferred stock				(132,663)
Stock-based compensation	8,961,704	8,665,939	5,408,207	4,231,878	4,283,066	3,930,172
Net loss
Ending balance, value	182,787,419	173,313,043	145,178,960	48,475,391	43,992,975	39,819,901	182,787,419	48,475,391
Retained Earnings [Member]
Beginning balance, value	(208,393,149)	(187,736,591)	(162,273,286)	(118,979,276)	(95,817,947)	(73,041,323)	(162,273,286)	(73,041,323)
Issuance of restricted stock awards to the board of directors
Repurchase of restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Cashless exercise of common stock options
Common stock withheld for taxes
Proceeds from common stock private placement
Issuance of restricted stock units in connection with the acquisition of LiftIgniter
Issuance of common stock in connection with professional services
Issuance of common stock upon conversion of Series H convertible preferred stock
Issuance of common stock upon vesting of restricted stock units
Forfeiture of unvested restricted stock awards
Issuance of common stock in connection with the acquisition of Say Media
Beneficial conversion feature on Series H convertible preferred stock
Deemed dividend on Series H convertible preferred stock
Stock-based compensation
Net loss	(24,706,654)	(20,656,558)	(25,463,305)	(21,264,431)	(23,161,329)	(22,776,624)
Ending balance, value	$ (233,099,803)	$ (208,393,149)	$ (187,736,591)	$ (140,243,707)	$ (118,979,276)	$ (95,817,947)	$ (233,099,803)	$ (140,243,707)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (24,706,654)	$ (25,463,305)	$ (21,264,431)	$ (22,776,624)	$ (70,826,517)	$ (67,202,384)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment					333,891	536,729
Amortization of platform development and intangible assets					18,213,707	18,088,880
Loss on disposition of assets					862,442	105,123
Loss upon lease termination					7,344,655
Gain upon debt extinguishment					(5,716,697)
Amortization of debt discounts					1,533,537	4,899,625
Change in valuation of warrant derivative liabilities	(801,755)		517,405		(496,812)	134,910
Change in valuation of embedded derivative liabilities			2,370,000			(2,173,000)
Accrued interest					5,273,159	6,832,376
Liquidated damages					2,197,615	1,487,577
Stock-based compensation					21,688,226	11,185,953
Deferred income taxes					(229,699)
Other					(1,014,932)	(296,019)
Change in operating assets and liabilities net of effect of acquisitions:
Accounts receivable					(173,266)	4,893,512
Subscription acquisition costs					(8,434,333)	(11,053,054)
Royalty fees					11,250,000	11,250,000
Prepayments and other current assets					(78,347)	327,088
Other long-term assets					638,791	(376,142)
Accounts payable					1,214,599	(968,581)
Accrued expenses and other					5,566,243	(2,484,525)
Unearned revenue					5,389,118	2,871,080
Subscription refund liability					343,833	(169,693)
Operating lease liabilities					(2,448,282)	1,837,138
Other long-term liabilities					(692,255)
Net cash used in operating activities					(8,261,324)	(20,273,407)
Cash flows from investing activities
Purchases of property and equipment					(299,999)	(1,085,392)
Capitalized platform development					(3,016,924)	(2,885,788)
Payments for acquisition of businesses, net of cash acquired					(7,356,949)	(315,289)
Net cash used in investing activities					(10,673,872)	(4,286,469)
Cash flows from financing activities
Proceeds from long-term debt						11,702,725
Borrowings (repayments) under line of credit					(473,400)	3,328,431
Proceeds from common stock private placement					20,005,000
Proceeds from issuance of convertible preferred stock
Payments of issuance costs from common stock private placement					(167,243)
Payment for taxes related to repurchase of restricted common stock					(70,238)	(322,778)
Payment of restricted stock liabilities					(1,164,955)
Net cash provided by financing activities					18,129,164	20,821,378
Net decrease in cash, cash equivalents, and restricted cash					(806,032)	(3,738,498)
Cash, cash equivalents, and restricted cash – beginning of period		9,534,681		$ 9,473,090	9,534,681	9,473,090	$ 9,473,090
Cash, cash equivalents, and restricted cash – end of period	$ 8,728,649		$ 5,734,592		8,728,649	5,734,592	$ 9,534,681
Supplemental disclosure of cash flow information
Cash paid for interest					896,580	437,314
Cash paid for income taxes
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development					1,347,624	1,259,163
Issuance of common stock in connection with professional services		$ 125,000			125,000
Deferred cash payments in connection with acquisition of The Spun					905,109
Assumption of liabilities in connection with acquisition of The Spun					1,500
Debt discount on delayed draw term note						913,865
Restricted stock units issued in connection with acquisition of LiftIgniter						500,000
Assumption of liabilities in connection with acquisition of LiftIgniter						140,381
Restricted stock issued in connection with acquisition of Fulltime Fantasy					502,500
Deferred cash payments in connection with acquisition of Fulltime Fantasy					419,367
Deemed dividend on convertible preferred stock
Series H Convertible Preferred Stock [Member]
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock						113,000
Noncash investing and financing activities
Deemed dividend on convertible preferred stock						132,663
Series J Convertible Preferred Stock [Member]
Cash flows from financing activities
Proceeds from issuance of convertible preferred stock						$ 6,000,000

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of TheMaven, Inc. and its wholly owned subsidiaries (“Maven” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any off-balance sheet arrangements.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in Maven’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2020, filed with the SEC on August 16, 2021.

The condensed consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2020, was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The impact during the first three quarters of 2021 of the novel coronavirus (“COVID-19”) on the Company has been less than the impact in the comparable period of the prior year. In 2021, restrictions on non-essential work activity have been largely lifted and sporting and other events are being held, with attendance closer to pre-pandemic levels, which has resulted in an increase in traffic and advertising revenue. 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 and spread of the COVID-19 pandemic, whether related group gatherings and sports event advisories and restrictions will be put in place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the population that receives COVID-19 vaccinations.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation.

Use of Estimates

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

Contract Modifications

The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine:

●

if the additional services and goods are distinct from the services and goods in the original arrangement; and

●

if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods.

A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract and the creation of a new contract, or a cumulative catch-up basis (see Note 3 and Note 12).

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. On January 1, 2021, the Company adopted ASU 2019-12 with no material impact to its condensed consolidated financial position, results of operations or cash flows.

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. On January 1, 2021, the Company adopted ASU 2020-06 with no material impact to its condensed 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. On January 1, 2021, the Company adopted ASU 2020-08 with no material impact to its condensed 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. On January 1, 2021, the Company adopted ASU 2020-10 with no material impact to its condensed consolidated financial statements.

Recently Issued Accounting Standards

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to account for revenue contracts acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired contracts. This update should lead to recognition and measurement consistent with what’s reported in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with U.S. GAAP. The new standard marks a change from current U.S. GAAP, under which assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts, are generally recognized at fair value at the acquisition date. ASU 2021-08 is effective for the Company in the fiscal year beginning after December 15, 2022, including interim periods within the fiscal year, and should be applied prospectively to business combinations on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that adopting this new accounting standard would have on its condensed consolidated financial statements.

Loss per Common Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. 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 defined herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would have been anti-dilutive.

	As of September 30,
	2021		2020
Series G convertible preferred stock		188,791		188,791
Series H Preferred Stock		59,243,926		58,206,061
Series I Preferred Stock		-		46,200,000
Series J Preferred Stock		-		43,584,500
Indemnity shares of common stock		-		412,500
Restricted Stock Awards		4,147,936		3,674,996
Financing Warrants		2,882,055		2,882,055
ABG Warrants		21,989,844		21,989,844
AllHipHop warrants		125,000		-
Publisher Partner Warrants		789,541		789,541
Common Stock Awards		6,861,973		8,033,936
Common Equity Awards		161,367,349		82,400,952
Outside Options		3,050,000		2,982,111
Total		260,646,415		271,345,287

Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2. Acquisitions

Fulltime Fantasy Sports, LLC – On July 15, 2021, the Company entered into an asset purchase agreement with Fulltime Fantasy Sports, LLC, a Delaware limited liability company (“Fulltime Fantasy”), where it purchased certain intellectual property (including databases, documents and certain rights related to the intellectual property) and subscriber and customer records (collectively the “Purchased Assets”) and assumed certain liabilities related to the Purchased Assets. The purchase price consisted of: (1) a cash payment of $335,000 (paid in advance) including transaction related costs of $35,000, (2) the issuance of 750,000 shares the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 250,000 shares of the Company’s common stock that vested at closing; and the remaining consideration subject to certain terms and conditions for material breach of certain agreements and acceleration provisions under certain conditions consisting of: (3) a cash earn-out payment of $225,000 and the vesting of 250,000 shares of the Company’s common stock on December 31, 2021, and (4) a cash earn-out payment of $225,000 and the vesting of 250,000 shares of the Company’s common stock on June 30, 2022.

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price


Total purchase consideration	$	1,256,887
Cash (including $35,000 of transaction related costs)	$	335,000
Restricted stock		167,500
Deferred cash payments		419,387
Deferred restricted stock		335,000
Total purchase consideration	$	1,256,887

The purchase price resulted in $1,256,887 (including $35,000 of transaction related costs) being assigned to a database acquired at the closing date of the acquisition. The useful life for the database is three years (3.0 years).

College Spun Media Incorporated – On June 4, 2021, the Company acquired all of the issued and outstanding shares of capital stock of College Spun Media Incorporated, a New Jersey corporation (“The Spun”), for an aggregate of $11,829,893 in cash and the issuance of an aggregate of 4,285,714 restricted shares of the Company’s common stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares vesting on the second anniversary of the closing date, subject to a customary working capital adjustment based on cash and accounts receivable as of the closing date. The cash payment consists of: (i) $10,829,893 paid at closing (of the cash paid at closing, $829,893 represents adjusted cash pursuant to the working capital adjustments), and (ii) $500,000 to be paid on the first anniversary of the closing and $500,000 to be paid on the second anniversary date of the closing. The vesting of shares of the Company’s common stock is subject to the continued employment of certain selling employees. The Spun operates in the United States.

The composition of the preliminary purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	10,829,893
Deferred cash payments		905,109
Total purchase consideration	$	11,735,002

The Company incurred $128,076 in transaction costs related to the acquisition, which primarily consisted of legal and accounting. The acquisition related expenses were recorded in general and administrative expense on the condensed consolidated statements of operations.

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


Cash	$	3,772,944
Accounts receivable		1,833,323
Other current assets		4,567
Goodwill		6,722,495
Accrued expenses		(1,500	)
Deferred tax liabilities		(596,827	)
Net assets acquired	$	11,735,002

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. No portion of the goodwill will be deductible for tax purposes.

Petametrics Inc. – On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., doing business as LiftIgniter, a Delaware corporation (“LiftIgniter”), 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) a cash payment of $184,087 on February 19, 2020, in connection with the repayment of all outstanding indebtedness, (2) at closing, a cash payment of $131,202, (3) collections of certain accounts receivable, (4) on the first anniversary date of the closing, the issuance of restricted stock for an aggregate of up to 312,500 shares of the Company’s common stock (of which 256,661 shares of the Company’s common stock were issued during the three months ended June 30, 2021 with 55,839 shares to be issued), and (5) on the second anniversary date of the closing, the issuance of restricted stock for an aggregate of up to 312,500 shares (subject to certain indemnifications) of the Company’s common stock.

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	315,289
Indemnity restricted stock units for shares of common stock		500,000
Total purchase consideration	$	815,289

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


Accounts receivable	$	37,908
Developed technology		917,762
Accounts payable		(53,494	)
Unearned revenue		(86,887	)
Net assets acquired	$	815,289

The useful life for the developed technology is three years (3.0 years).

Balance Sheet Components

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

3. Balance Sheet Components

The components of certain balance sheet amounts are as follows:

Accounts Receivable – Accounts receivable are presented net of allowance for doubtful accounts. The allowance for doubtful accounts as of September 30, 2021 and December 31, 2020 was $675,806 and $892,352, respectively.

Subscription Acquisition Costs – Subscription acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover those costs. The current portion of the subscription acquisition costs as of September 30, 2021 and December 31, 2020 was $31,257,268 and $28,146,895, respectively, on the condensed consolidated balance sheets. The noncurrent portion of the subscription acquisition costs as of September 30, 2021 and December 31, 2020 was $18,682,545 and $13,358,585, respectively, on the condensed consolidated balance sheets.

Certain contract amendments resulted in a modification to the subscription acquisition costs that will be recognized on a prospective basis in the same proportion as the revenue that has not yet been recognized (further details are provided under the heading Contract Balances in Note 12).

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

Schedule of Property and Equipment

	As of
	September 30, 2021			December 31, 2020
Office equipment and computers	$	1,267,898		$	1,341,292
Furniture and fixtures		1,005			19,997
Leasehold improvements		-			345,516
		1,268,903			1,706,805
Less accumulated depreciation and amortization		(600,240	)		(577,367	)
Net property and equipment	$	668,663		$	1,129,438

Depreciation and amortization expense for the three months ended September 30, 2021 and 2020 was $114,165 and $102,067, respectively. Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 was $333,891 and $536,729, respectively. Depreciation and amortization expense is included in selling and marketing expenses and general and administrative expenses, as appropriate, on the condensed consolidated statements of operations.

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

September 30, 2021 December 31, 2020

As of

September 30, 2021 December 31, 2020

Platform development $ 19,497,520 $ 16,027,428

Less accumulated amortization (11,485,813 ) (8,671,820 )

Net platform development $ 8,011,707 $ 7,355,608

A summary of platform development activity for the nine months ended September 30, 2021 and year ended December 31, 2020 is as follows:

September 30, 2021 December 31, 2020

As of

September 30, 2021 December 31, 2020

Platform development beginning of period $ 16,027,428 $ 10,678,692

Payroll-based costs capitalized during the period 3,016,924 3,750,541

Total capitalized costs 19,044,352 14,429,233

Stock-based compensation 1,347,624 1,608,995

Dispositions (894,456 ) (10,800 )

Platform development end of period $ 19,497,520 $ 16,027,428

Amortization expense for the three months ended September 30, 2021 and 2020, was $1,143,673 and $909,631, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020, was $3,272,890 and $2,868,289, respectively.

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

As of September 30, 2021 As of December 31, 2020

Carrying Amount Accumulated Amortization Net Carrying Amount

Carrying Amount
Accumulated Amortization Net Carrying Amount

Developed technology $ 19,070,857 $ (11,576,450 ) $ 7,494,407 $ 19,070,857 $ (8,283,740 ) $ 10,787,117

Noncompete agreement 480,000 (480,000 ) - 480,000 (480,000 ) -

Trade name 3,328,000 (712,292 ) 2,615,708 3,328,000 (503,342 ) 2,824,658

Subscriber relationships 73,458,799 (28,992,944 ) 44,465,855 73,458,799 (18,105,041 ) 55,353,758

Advertiser relationships 2,240,000 (510,922 ) 1,729,078 2,240,000 (332,515 ) 1,907,485

Database 2,396,887 (904,030 ) 1,492,857 1,140,000 (531,183 ) 608,817

Subtotal amortizable intangible assets 100,974,543 (43,176,638 ) 57,797,905 99,717,656 (28,235,821 ) 71,481,835

Website domain name 20,000 - 20,000 20,000 - 20,000

Total intangible assets $ 100,994,543 $ (43,176,638 ) $ 57,817,905 $ 99,737,656 $ (28,235,821 ) $ 71,501,835

Amortization expense for the three months ended September 30, 2021 and 2020 was $5,038,837 and $5,093,076, respectively. Amortization expense for the nine months ended September 30, 2021 and 2020 was $14,940,817 and $15,220,591, respectively. No impairment charges have been recorded during the nine months September 30, 2021 and 2020.

Other Long-term Liabilities – Other long-term liabilities consisted of the following:

Schedule of Other Long-term Liabilities

September 30, 2021 December 31, 2020

As of

September 30, 2021 December 31, 2020

Lease termination payments $ 7,269,469 $ 541,381

Deferred cash payments 666,677 -

Other 136,296 211,984

Other long-term liabilities $ 8,072,442 $ 753,365

Leases

9 Months Ended

Sep. 30, 2021

Leases

Leases

4. Leases

The Company’s leases are primarily comprised of real estate leases for the use of office space, with certain lease arrangements that contain equipment. The Company determines whether an arrangement that provides control over the use of an asset is a lease at inception. Lease assets and liabilities are recognized upon commencement of the lease based on the present value of the future minimum lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. Substantially, all of the leases are long-term operating leases for facilities with fixed payment terms between 1.5 and 7.9 years.

The table below presents supplemental information related to operating leases:

Nine Months Ended September 30, 2021
Operating cash flows for operating leases	$	2,901,529
Noncash lease liabilities arising from obtaining operating leased assets during the period	$	-
Weighted-average remaining lease term		6.00
Weighted-average discount rate		9.90	%

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

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

Operating lease costs recognized for the three months ended September 30, 2021 and 2020 were $642,926 and $982,414, respectively. Operating lease costs recognized for the nine months ended September 30, 2021 and 2020 were $2,458,229 and $3,082,499, respectively.

Maturities of operating lease liabilities as of September 30, 2021 are summarized as follows:

Years Ending December 31,
2021 (remaining three months of the year)	$	140,134
2022		472,084
2023		486,247
2024		500,834
2025		512,019
Thereafter		896,034
Minimum lease payments		3,007,352
Less imputed interest		(753,176	)
Present value of operating lease liabilities	$	2,254,176
Current portion of operating lease liabilities	$	282,011
Long-term portion of operating lease liabilities		1,972,165
Total operating lease liabilities	$	2,254,176

Effective September 30, 2021, the Company terminated a certain lease arrangement for office space and as a result, relinquished the space and derecognized a right-of-use asset of $15,673,474, a lease liability of $17,934,940 and recorded a penalty upon termination of $9,606,121 (as discounted since the amount of the liability and timing of the Cash Payments, as defined below, are fixed), resulting in a net loss upon termination of $7,344,655, which has been reflected in general and administrative expenses on the condensed consolidated statements of operations. In connection with the termination, the Company agreed to pay the landlord cash of $10,000,000 (the “Cash Payments”) and $1,475,000 in market rate advertising. The Cash Payments are due as follows: $1,000,000 on December 1, 2021; $1,000,000 on October 1, 2022; $4,000,000 on October 1, 2023; and $4,000,000 on October 1, 2024.

Line of Credit

9 Months Ended

Sep. 30, 2021

Line Of Credit

Line of Credit

5. Line of Credit

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 September 30, 2021 and December 31, 2020 was $6,705,391 and $7,178,791, respectively. As of the date these condensed consolidated financial statements were issued or were available to be issued the balance outstanding was approximately $9,400,000.

Restricted Stock Liabilities

9 Months Ended

Sep. 30, 2021

Restricted Stock Liabilities

Restricted Stock Liabilities

6. Restricted Stock Liabilities

On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with a previous merger. Pursuant to the amendment, the Company committed to repurchase 1,064,549 vested restricted stock awards as of December 31, 2020 at a price of $4.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning January 4, 2021, subject to certain conditions.

The following table presents the components of the restricted stock liabilities:

	As of
	September 30, 2021			December 31, 2020
Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share)	$	4,258,196		$	4,258,196
Less imputed interest		(457,462	)		(457,462	)
Present value of restricted stock liabilities		3,800,734			3,800,734
Less payments (excluding imputed interest)		(1,342,379	)		(177,425	)
Restricted stock liabilities	$	2,458,355		$	3,623,309
Current portion of restricted stock liabilities (included in accrued expenses and other)	$	1,936,734		$	1,627,499
Long-term portion of restricted stock liabilities		521,621			1,995,810
Total restricted stock liabilities	$	2,458,355		$	3,623,309

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

7. Fair Value Measurements

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

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

	●	Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;
	●	Level 2 Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
	●	Level 3 Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The Company accounts for certain warrants (as described under the heading Common Stock Warrants in Note 10) as derivative liabilities, which requires the Company to carry such amounts on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. The Company accounted for the embedded conversion features of the 12% senior convertible debentures (the “12% Convertible Debentures”) as derivative liabilities, which required the Company to carry such amounts on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. As of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12% Convertible Debentures since certain holders converted the debt into shares of the Company’s common stock and certain holders were paid in cash.

These warrants are and the embedded conversion features were classified as Level 3 within the fair-value hierarchy. Inputs to the valuation model include the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining life of the warrants and debentures, the exercise price or conversion price, and the dividend rate. The Company uses the closing stock price of its common stock over an appropriate period of time to compute stock volatility.

Warrant Derivative Liabilities

The following table presents the assumptions used for the warrant derivative liabilities under the Black-Scholes option-pricing model:

	As of September 30, 2021						As of December 31, 2020
	Strome Warrants			B. Riley Warrants			Strome Warrants			B. Riley Warrants
Expected life		1.70			4.50			2.45			4.79
Risk-free interest rate		0.28	%		0.76	%		0.13	%		0.36	%
Volatility factor		153.59	%		142.59	%		150.55	%		140.95	%
Dividend rate		0	%		0	%		0	%		0	%
Transaction date closing market price	$	0.38		$	0.38		$	0.60		$	0.60
Exercise price	$	0.50		$	0.33		$	0.50		$	0.33

The following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy:

	As of and for the Nine Months Ended September 30, 2021							As of and for the Nine Months Ended September 30, 2020
	Carry Amount at Beginning of Period		Change in Valuation			Carrying Amount at End of Period		Carry Amount at Beginning of Period		Change in Valuation		Carrying Amount at End of Period
Strome Warrants	$	704,707	$	(339,924	)	$	364,783	$	1,036,687	$	63,160	$	1,099,847
B. Riley Warrants		443,188		(156,888	)		286,300		607,513		71,750		679,263
Total	$	1,147,895	$	(496,812	)	$	651,083	$	1,644,200	$	134,910	$	1,779,110

For the three months ended September 30, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized as other (expense) income on the condensed consolidated statement of operations, was $801,755 and ($517,405), respectively. For the nine months ended September 30, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized as other (expense) income on the condensed consolidated statement of operations, as described in the above table, was $496,812 and ($134,910), respectively.

Embedded Derivative Liabilities

For the three months ended September 30, 2020, the change in valuation of embedded derivative liabilities recognized as other (expense) on the condensed consolidated statements of operations was ($2,370,000). For the nine months ended September 30, 2020, the change in valuation of embedded derivative liabilities recognized as other income on the condensed consolidated statements of operations was $2,173,000.

- Definition

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

Long-term Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Long-term Debt

8. Long-term Debt

12% Second Amended Senior Secured Notes

Below is a summary of the various amended and restated notes, as well as various amendments thereto, to the 12% senior secured note that was originally issued on June 10, 2019, for gross proceeds of $20,000,000. The transactions leading up to the 12% second amended and restated note that is outstanding as of September 30, 2021 consisted of:

●

Amended and restated note issued on June 14, 2019, where the Company received gross proceeds of $48,000,000, together with the $20,000,000 gross proceeds received on June 10, 2019 for total gross proceeds of $68,000,000, due June 14, 2022;

●

First amendment to the amended and restated note issued on August 27, 2019, where the Company received gross proceeds of $3,000,000;

●

Second amendment to the amended and restated note issued on February 27, 2020, where the Company issued a $3,000,000 letter of credit to the Company’s landlord for leased premises; and

●

Second amended and restated note issued on March 24, 2020, where the Company was permitted to enter into a 15.0% delayed draw term note, in the aggregate principal amount of $12,000,000.

●

First amendment to second amended and restated note issued on March 24, 2020 was entered into on October 23, 2020 (“Amendment 1”), where the maturity date was changed to December 31, 2022, subject to certain acceleration conditions and interest payable on the notes on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of Series K convertible preferred stock (the “Series K Preferred Stock”); however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, such interest amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments. During the three months ended September 30, 2021, the Company filed a Certificate of Elimination, which eliminated designation of the Series K Preferred Stock.

●

Second amendment to the second amended and restated note issued March 24, 2020 was entered into on May 19, 2021 (“Amendment 2”), with BRF Finance Co., LLC, an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, pursuant to which: (i) the interest rate on the 12% Second Amended Senior Secured Notes, as defined below, decreased from a rate of 12% per annum to a rate of 10% per annum; and (ii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions; provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the Company’s common stock issued pursuant to the securities purchase agreement (as further described below under the heading Common Stock Private Placement in Note 10) during the 90-day period commencing on May 20, 2021.

Collectively, the amended and restated notes and amendments thereto and the second amended and restated notes and Amendment 1 and Amendment 2 thereto are referred to as the “12% Second Amended Senior Secured Notes,” with all borrowings collateralized by substantially all assets of the Company.

Delayed Draw Term Note

On March 24, 2020, the Company entered into a 15% delayed draw term note (the “Delayed Draw Term Note”) pursuant to the second amended and restated note purchase agreement, in the aggregate principal amount of $12,000,000.

On March 24, 2020, the Company drew down $6,913,865 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid of $793,109, and other of its legal fees and expenses that were incurred, the Company received net proceeds of $6,000,000. The net proceeds were used for working capital and general corporate purposes. Additional borrowings under the Delayed Draw Term Note requested by the Company may be made at the option of the purchasers, subject to certain conditions. Up to $8,000,000 in principal amount under the note was originally due on March 31, 2021. Interest on amounts outstanding under the note was payable in-kind in arrears on the last day of each fiscal quarter.

On October 23, 2020, pursuant to the terms of Amendment 1, the maturity date of the Delayed Draw Term Note was changed from March 31, 2021 to March 31, 2022. Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion of the Delayed Draw Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s common stock at the price the Company last sold shares of the Company’s common stock.

On May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased from a rate of 15% per annum to a rate of 10% per annum.

Paycheck Protection Program Loan

On April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (“SBA”) (the “Paycheck Protection Program Loan”). The Company received total proceeds of $5,702,725 under the Paycheck Protection Program Loan. In accordance with the requirements of the CARES Act, the Company used proceeds from the Paycheck Protection Program Loan primarily for payroll costs. The Paycheck Protection Program Loan was scheduled to mature on April 6, 2022, with a 0.98% interest rate and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act.

On June 22, 2021, the SBA authorized full forgiveness of $5,702,725 under the Paycheck Protection Program Loan; thus, the Company will not need to make any payments on the Paycheck Protection Program Loan that JPMorgan Chase facilitates as an SBA lender. JPMorgan Chase will apply the forgiveness amount the SBA authorized, plus all accrued interest, to the Company’s Paycheck Protection Program Loan. The requirements under this program are established by the SBA. All requests for Paycheck Protection Program Loan forgiveness are subject to SBA eligibility. The Company recorded a gain upon debt extinguishment for the nine months ended September 30, 2021 of $5,716,697 (including accrued interest) pursuant to the forgiveness in other (expense) income on the condensed consolidated statements of operations.

Further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Long-term Debt in Note 15.

The following table summarizes the long-term debt:

Schedule of Long Term Debt

	As of September 30, 2021							As of December 31, 2020
	Principal Balance (including accrued interest)		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance (including accrued interest)		Unamortized Discount and Debt Issuance Costs			Carrying Value
12% Second Amended Senior Secured Note, as amended, due on December 31, 2022	$	61,131,882	$	(2,413,593	)	$	58,718,289	$	56,296,091	$	(3,739,690	)	$	52,556,401
Delayed Draw Term Note, as amended, due on March 31, 2022		4,717,714		(151,732	)		4,565,982		4,294,318		(359,172	)		3,935,146
Paycheck Protection Program Loan, scheduled to mature April 6, 2022, however, fully forgiven on June 22, 2021		-		-			-		5,702,725		-			5,702,725
Total	$	65,849,596	$	(2,565,325	)	$	63,284,271	$	66,293,134	$	(4,098,862	)	$	62,194,272

The current portion of long-term debt as of September 30, 2021 and December 31, 2020 was $4,565,982 and none, respectively, on the condensed consolidated balance sheets. The noncurrent portion of long-term debt as of September 30, 2021 and December 31, 2020 was $58,718,289 and $62,194,272, respectively, on the condensed consolidated balance sheets.

Preferred Stock

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Preferred Stock

9. Preferred Stock

Series H Preferred Stock

On August 17, 2021, 50 shares of Series H convertible preferred stock (the “Series H Preferred Stock”) were converted into 151,515 shares of the Company’s common stock.

Series L Preferred Stock

On May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock. Each preferred stock purchase right entitles the registered holder to purchase, subject to a rights agreement, from the Company one one-thousandth of a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $0.01 per share (the “Series L Preferred Stock”), at a price of $4.00, subject to certain adjustments. The Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders’ Equity

10. Stockholders’ Equity

Common Stock

The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share.

Common Stock Private Placement

On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited investors, pursuant to which the Company sold an aggregate of 21,435,718 shares of its common stock, at a per share price of $0.70 for aggregate gross proceeds of $15,005,000 in a private placement. On June 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of 7,142,857 shares of its common stock, at a per share price of $0.70 for gross proceeds of $5,000,000 in a private placement that was in addition to the closings that occurred on May 20, 2021 and May 25, 2021. After payment of legal fees and expenses the investors of $167,244, of which $100,000 was paid in cash to B. Riley, the Company received net proceeds of $19,837,757. The proceeds will be used for general corporate purposes.

Pursuant to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register the shares of the Company’s common stock issued in the private placements. The Company committed to file the registration statement on the earlier of: (i) in the event the Company does not obtain a waiver from the holders of the shares of the Company’s common stock that were issued upon the conversion of the Series K Preferred Stock (the “Waiver”), within ten (10) calendar days following the date the Company’s registration statement(s) on Form S-1, registering for resale shares of the Company’s common stock that were issued in connection with offerings prior to the date of the registration rights agreement (the “Prior Registration Statements”), is declared effective by the SEC; and (ii) in the event the Company does obtain the Waiver, the earliest practicable date on which the Company is permitted by the SEC guidance to file the initial registration statement following the filing of the Prior Registration Statements (the “Filing Date”). The Company also committed to cause the registration statement to become effective by no later than 90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date). The registration rights agreement provides for Registration Rights Damages upon the occurrence of certain events up to a maximum amount of 6% of the aggregate amount invested pursuant to the securities purchase agreements.

The securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act. At any time during the period commencing from the twelve (12) month anniversary of the date the Company becomes current in its filing obligations and ending at such time that all of the common stock may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) fails for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company fails to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such purchaser’s other available remedies, the Company must pay to a purchaser, in cash, as partial liquidated damages and not as a penalty (“Public Information Failure Damages”), an amount in cash equal to one percent (1.0%) of the aggregate subscription amount of the purchaser’s shares then held by the purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured up to a maximum of five (5) 30-day periods and (b) such time that such public information is no longer required for the purchasers to transfer the shares pursuant to Rule 144. Public Information Failure Damages will be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Damages are incurred and (ii) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Damages is cured. In the event the Company fails to make Public Information Failure Damages in a timely manner, such Public Information Failure Damages will bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.

Common Stock Warrants

The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB Warrants”), Strome Mezzanine Fund LP (the “Strome Warrants”), and B. Riley Financial, Inc. (the “B. Riley Warrants”) in connection with various financing transactions (collectively, the “Financing Warrants”).

The Financing Warrants outstanding and exercisable as of September 30, 2021 are summarized as follows:

Summary of Warrant Activity

				Outstanding
	Exercise Price		Expiration Date	Classified as Derivative Liabilities (Shares)		Classified within Stockholders’ Equity (Shares)		Total Exercisable (Shares)
MDB Warrants	$	0.20	November 4,2021		-		327,490		327,490
Strome Warrants		0.50	June 15, 2023		1,500,000		-		1,500,000
B. Riley Warrants		0.33	October 18, 2025		875,000		-		875,000
MDB Warrants		1.15	October 19, 2022		-		119,565		119,565
MDB Warrants		2.50	October 19, 2022		-		60,000		60,000
Total outstanding and exercisable					2,375,000		507,055		2,882,055

The intrinsic value of exercisable but unexercised in-the-money stock warrants as of September 30, 2021 was $102,698, based on a fair market value of the Company’s common stock of $0.38 per share on September 30, 2021.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Compensation Plans

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Compensation Plans

11. Compensation Plans

The Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and restricted stock units (collectively referred to as the “Restricted Stock Awards”), (b) stock option grants to employees, directors and consultants (referred to as the “Common Stock Awards”) (c) stock option awards, restricted stock awards, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants (collectively the “Common Equity Awards”), (d) stock option awards outside of the 2016 Stock Incentive Plan and 2019 Equity Incentive Plan to certain officers, directors and employees (referred to as the “Outside Options”), (e) common stock warrants to the Company’s publisher partners (referred to as the “Publisher Partner Warrants”), and (f) common stock warrants to ABG-SI, LLC (referred to as the “ABG Warrants”).

Stock-based compensation and equity-based expense charged to operations or capitalized during the three months ended September 30, 2021 and 2020 are summarized as follows:

Summary of Stock-based Compensation

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
During the Three Months Ended September 30, 2021
Cost of revenue	$	11,808	$	23,217	$	1,696,147	$	967	$	-	$	-	$	1,732,139
Selling and marketing		-		3,970		1,341,948		75,193		-		-		1,421,111
General and administrative		414,163		78,017		4,081,766		-		-		745,636		5,319,582
Total costs charged to operations		425,971		105,204		7,119,861		76,160		-		745,636		8,472,832
Capitalized platform development		2,328		-		483,854		2,690		-		-		488,872
Total stock-based compensation	$	428,299	$	105,204	$	7,603,715	$	78,850	$	-	$	745,636	$	8,961,704

During the Three Months Ended September 30, 2020
Cost of revenue	$	35,610	$	53,149	$	1,178,276	$	2,471	$	992	$	-	$	1,270,498
Selling and marketing		323,164		42,695		734,391		43,900		-		-		1,144,150
General and administrative		80,306		127,786		855,390		-		-		364,248		1,427,730
Total costs charged to operations		439,080		223,630		2,768,057		46,371		992		364,248		3,842,378
Capitalized platform development		88,619		32,680		267,013		1,188		-		-		389,500
Total stock-based compensation	$	527,699		256,310	$	3,035,070	$	47,559	$	992	$	364,248	$	4,231,878

Stock-based compensation and equity-based expense charged to operations or capitalized during the nine months ended September 30, 2021 and 2020 are summarized as follows:

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
During the Nine Months Ended September 30, 2021
Cost of revenue	$	60,838	$	169,482	$	4,694,925	$	4,463	$	-	$	-	$	4,929,708
Selling and marketing		-		13,899		3,820,996		224,371		-		-		4,059,266
General and administrative		559,505		297,283		10,344,247		-		-		1,498,217		12,699,252
Total costs charged to operations		620,343		480,664		18,860,168		228,834		-		1,498,217		21,688,226
Capitalized platform development		11,276		5,071		1,324,805		6,472		-		-		1,347,624
Total stock-based compensation	$	631,619	$	485,735	$	20,184,973	$	235,306	$	-	$	1,498,217	$	23,035,850

During the Nine Months Ended September 30, 2020
Cost of revenue	$	108,936	$	150,915	$	3,261,542	$	5,644	$	36,654	$	-	$	3,563,691
Selling and marketing		920,566		102,206		2,114,595		142,767		-		-		3,280,134
General and administrative		238,558		437,614		2,430,553		150,577		-		1,084,826		4,342,128
Total costs charged to operations		1,268,060		690,735		7,806,690		298,988		36,654		1,084,826		11,185,953
Capitalized platform development		234,611		154,445		864,656		5,451		-		-		1,259,163
Total stock-based compensation	$	1,502,671		845,180	$	8,671,346	$	304,439	$	36,654	$	1,084,826	$	12,445,116

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2021 was as follows:

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
Unrecognized compensation expense	$	2,750,000	$	-	$	54,255,910	$	135,741	$	-	$	3,788,429	$	60,930,080
Expected weighted-average period expected to be recognized (in years)		1.68		-		2.14		0.44		-		1.63		2.08

Pursuant to an amendment with ABG-SI, LLC on June 4, 2021, the exercise price related to the ABG Warrants exercisable for up to 10,994,922 shares of the Company’s common stock was changed to $0.42 per share from $0.84 per share in exchange for additional benefits under the Sports Illustrated licensing agreement.

Further details as of the date these condensed consolidated financial statements were issued or were available to be issued are provided under the heading Compensation Plans in Note 15.

Revenue Recognition

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

12. Revenue Recognition

Disaggregation of Revenue

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

Schedule of Disaggregation of Revenue

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue by product line:
Advertising	$	21,678,480	$	9,409,031	$	46,300,974	$	28,788,631
Digital subscriptions		7,698,359		8,469,943		22,472,951		20,096,640
Magazine circulation		25,973,853		12,874,574		53,325,894		34,041,272
Other		4,222,816		1,336,445		5,835,682		2,667,243
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786
Revenue by geographical market:
United States	$	57,762,726	$	29,964,150	$	123,697,063	$	81,295,916
Other		1,810,782		2,125,843		4,238,438		4,297,870
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786
Revenue by timing of recognition:
At point in time	$	51,875,149	$	23,620,050	$	105,462,550	$	65,497,146
Over time		7,698,359		8,469,943		22,472,951		20,096,640
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786

Contract Balances

The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.

The following table provides information about contract balances:

	As of
	September 30, 2021		December 31, 2020
Unearned revenue (short-term contract liabilities):
Digital subscriptions	$	15,708,139	$	14,870,712
Magazine circulation		49,244,783		46,586,345
Advertising and other		6,352,733		168,619
	$	71,305,655	$	61,625,676
Unearned revenue (long-term contract liabilities):
Digital subscriptions	$	1,593,724	$	593,136
Magazine circulation		17,444,012		22,712,961
Other		170,000		192,500
	$	19,207,736	$	23,498,597

Unearned Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under the contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the condensed consolidated balance sheets. Digital subscription and magazine circulation revenue of $42,893,297 was recognized during the nine months ended September 30, 2021 from unearned revenue at the beginning of the year.

During January and February 2020, the Company modified certain digital and magazine subscription contracts that prospectively changed the frequency of the related issues required to be delivered on a yearly basis. The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines already provided under the original contract. As a result, the Company in effect established a new contract that included only the remaining digital content or magazines. Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration from the original contract that has not yet been recognized as revenue.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

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

The effective tax rate benefit for the nine months ended September 30, 2021 and 2020 was 0.29% and 0.00%, respectively. The tax benefit for the nine months ended September 30, 2021 was primarily due to discrete items.

The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against most of the deferred tax assets as of September 30, 2021 and December 31, 2020.

- Definition

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Revenue Guarantees

On a select basis, the Company has provided revenue share guarantees to certain independent publishers that transition their publishing operations from another platform to theMaven.net or maven.io. These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share. For the three months ended September 30, 2021 and 2020, the Company recognized publisher partner guarantees of $214,286 and $2,539,055, respectively. For the nine months ended September 30, 2021 and 2020, the Company recognized publisher partner guarantees of $3,781,240 and $7,541,619, respectively.

Claims and Litigation

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

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

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

Compensation Plans

From October 1, 2021 through the date these condensed consolidated financial statements were issued or were available to be issued, the Company granted approximately 90,000 restricted stock awards to employees and 910,000 common stock options exercisable for shares of its common stock to employees.

Long-term Debt

12% Second Amended Senior Secured Notes – The balance outstanding under the 12% Second Amended Senior Secured Notes as of the date these condensed consolidated financial statements were issued or were available to be issued was approximately $61.7 million, which included outstanding principal of approximately $48.8 million, payment of in-kind interest of approximately $12.3 million that the Company was permitted to add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $0.5 million.

Delayed Draw Term Note – The balance outstanding under the Delayed Draw Term Note as of the date these condensed consolidated financial statements were issued or were available to be issued was approximately $4.7 million, which included outstanding principal of approximately $3.6 million, and payment of in-kind interest of approximately $1.1 million that the Company was permitted to add to the aggregate outstanding principal balance.

Business Membership Agreement

Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership provides a certain number of accounts that equate to the use of the space granted). The term of the agreement is for twenty-seven months, with an initial period of three months at $25,000 per month for 30 accounts and secondary period for the remaining twenty-four months at $56,617 per month for 110 accounts. The agreement also provides for: (1) additional accounts at predetermined pricing; (2) early termination date of June 30, 2023 providing the Company gives notice by December 31, 2022; and (3) renewal of agreement at the end on the term for a twelve-month period at the then-current market price and pricing structure on such renewal date.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation.

Use of Estimates

Use of Estimates

Contract Modifications

Contract Modifications

The Company occasionally enters into amendments to previously executed contracts that constitute contract modifications. The Company assesses each of these contract modifications to determine:

●

if the additional services and goods are distinct from the services and goods in the original arrangement; and

●

if the amount of consideration expected for the added services or goods reflects the stand-alone selling price of those services and goods.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Loss per Common Share

Loss per Common Share

	As of September 30,
	2021		2020
Series G convertible preferred stock		188,791		188,791
Series H Preferred Stock		59,243,926		58,206,061
Series I Preferred Stock		-		46,200,000
Series J Preferred Stock		-		43,584,500
Indemnity shares of common stock		-		412,500
Restricted Stock Awards		4,147,936		3,674,996
Financing Warrants		2,882,055		2,882,055
ABG Warrants		21,989,844		21,989,844
AllHipHop warrants		125,000		-
Publisher Partner Warrants		789,541		789,541
Common Stock Awards		6,861,973		8,033,936
Common Equity Awards		161,367,349		82,400,952
Outside Options		3,050,000		2,982,111
Total		260,646,415		271,345,287

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Net Income (Loss) Per Common Share

	As of September 30,
	2021		2020
Series G convertible preferred stock		188,791		188,791
Series H Preferred Stock		59,243,926		58,206,061
Series I Preferred Stock		-		46,200,000
Series J Preferred Stock		-		43,584,500
Indemnity shares of common stock		-		412,500
Restricted Stock Awards		4,147,936		3,674,996
Financing Warrants		2,882,055		2,882,055
ABG Warrants		21,989,844		21,989,844
AllHipHop warrants		125,000		-
Publisher Partner Warrants		789,541		789,541
Common Stock Awards		6,861,973		8,033,936
Common Equity Awards		161,367,349		82,400,952
Outside Options		3,050,000		2,982,111
Total		260,646,415		271,345,287

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Business Acquisition [Line Items]

Schedule of Preliminary Purchase Price

The composition of the preliminary purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	10,829,893
Deferred cash payments		905,109
Total purchase consideration	$	11,735,002

Schedule of Preliminary Purchase Price

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	315,289
Indemnity restricted stock units for shares of common stock		500,000
Total purchase consideration	$	815,289

Petametrics Inc [Member]

Business Acquisition [Line Items]

Schedule of Preliminary Purchase Price


Total purchase consideration	$	1,256,887
Cash (including $35,000 of transaction related costs)	$	335,000
Restricted stock		167,500
Deferred cash payments		419,387
Deferred restricted stock		335,000
Total purchase consideration	$	1,256,887

Summary of Price Allocation for Acquisition


Accounts receivable	$	37,908
Developed technology		917,762
Accounts payable		(53,494	)
Unearned revenue		(86,887	)
Net assets acquired	$	815,289

College Spun Media Incorporated [Member]

Business Acquisition [Line Items]

Summary of Price Allocation for Acquisition


Cash	$	3,772,944
Accounts receivable		1,833,323
Other current assets		4,567
Goodwill		6,722,495
Accrued expenses		(1,500	)
Deferred tax liabilities		(596,827	)
Net assets acquired	$	11,735,002

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment

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

Schedule of Property and Equipment

	As of
	September 30, 2021			December 31, 2020
Office equipment and computers	$	1,267,898		$	1,341,292
Furniture and fixtures		1,005			19,997
Leasehold improvements		-			345,516
		1,268,903			1,706,805
Less accumulated depreciation and amortization		(600,240	)		(577,367	)
Net property and equipment	$	668,663		$	1,129,438

Summary of Platform Development Costs

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

	September 30, 2021			December 31, 2020
	As of
	September 30, 2021			December 31, 2020
Platform development	$	19,497,520		$	16,027,428
Less accumulated amortization		(11,485,813	)		(8,671,820	)
Net platform development	$	8,011,707		$	7,355,608

Summary of Platform Development Cost Activity

A summary of platform development activity for the nine months ended September 30, 2021 and year ended December 31, 2020 is as follows:

	September 30, 2021			December 31, 2020
	As of
	September 30, 2021			December 31, 2020
Platform development beginning of period	$	16,027,428		$	10,678,692
Payroll-based costs capitalized during the period		3,016,924			3,750,541
Total capitalized costs		19,044,352			14,429,233
Stock-based compensation		1,347,624			1,608,995
Dispositions		(894,456	)		(10,800	)
Platform development end of period	$	19,497,520		$	16,027,428

Schedule of Intangible Assets Subjects to Amortization

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

	As of September 30, 2021							As of December 31, 2020
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	19,070,857	$	(11,576,450	)	$	7,494,407	$	19,070,857	$	(8,283,740	)	$	10,787,117
Noncompete agreement		480,000		(480,000	)		-		480,000		(480,000	)		-
Trade name		3,328,000		(712,292	)		2,615,708		3,328,000		(503,342	)		2,824,658
Subscriber relationships		73,458,799		(28,992,944	)		44,465,855		73,458,799		(18,105,041	)		55,353,758
Advertiser relationships		2,240,000		(510,922	)		1,729,078		2,240,000		(332,515	)		1,907,485
Database		2,396,887		(904,030	)		1,492,857		1,140,000		(531,183	)		608,817
Subtotal amortizable intangible assets		100,974,543		(43,176,638	)		57,797,905		99,717,656		(28,235,821	)		71,481,835
Website domain name		20,000		-			20,000		20,000		-			20,000
Total intangible assets	$	100,994,543	$	(43,176,638	)	$	57,817,905	$	99,737,656	$	(28,235,821	)	$	71,501,835

Schedule of Other Long-term Liabilities

Other Long-term Liabilities – Other long-term liabilities consisted of the following:

Schedule of Other Long-term Liabilities

	September 30, 2021		December 31, 2020
	As of
	September 30, 2021		December 31, 2020
Lease termination payments	$	7,269,469	$	541,381
Deferred cash payments		666,677		-
Other		136,296		211,984
Other long-term liabilities	$	8,072,442	$	753,365

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases

Schedule of Supplemental Information Related to Operating Leases

The table below presents supplemental information related to operating leases:

Nine Months Ended September 30, 2021
Operating cash flows for operating leases	$	2,901,529
Noncash lease liabilities arising from obtaining operating leased assets during the period	$	-
Weighted-average remaining lease term		6.00
Weighted-average discount rate		9.90	%

Summary of Maturity of Lease Liabilities

Maturities of operating lease liabilities as of September 30, 2021 are summarized as follows:

Years Ending December 31,
2021 (remaining three months of the year)	$	140,134
2022		472,084
2023		486,247
2024		500,834
2025		512,019
Thereafter		896,034
Minimum lease payments		3,007,352
Less imputed interest		(753,176	)
Present value of operating lease liabilities	$	2,254,176
Current portion of operating lease liabilities	$	282,011
Long-term portion of operating lease liabilities		1,972,165
Total operating lease liabilities	$	2,254,176

Restricted Stock Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Restricted Stock Liabilities

Schedule of Components of Restricted Stock Liabilities

The following table presents the components of the restricted stock liabilities:

	As of
	September 30, 2021			December 31, 2020
Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share)	$	4,258,196		$	4,258,196
Less imputed interest		(457,462	)		(457,462	)
Present value of restricted stock liabilities		3,800,734			3,800,734
Less payments (excluding imputed interest)		(1,342,379	)		(177,425	)
Restricted stock liabilities	$	2,458,355		$	3,623,309
Current portion of restricted stock liabilities (included in accrued expenses and other)	$	1,936,734		$	1,627,499
Long-term portion of restricted stock liabilities		521,621			1,995,810
Total restricted stock liabilities	$	2,458,355		$	3,623,309

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Warrant Derivative Liabilities

The following table presents the assumptions used for the warrant derivative liabilities under the Black-Scholes option-pricing model:

	As of September 30, 2021						As of December 31, 2020
	Strome Warrants			B. Riley Warrants			Strome Warrants			B. Riley Warrants
Expected life		1.70			4.50			2.45			4.79
Risk-free interest rate		0.28	%		0.76	%		0.13	%		0.36	%
Volatility factor		153.59	%		142.59	%		150.55	%		140.95	%
Dividend rate		0	%		0	%		0	%		0	%
Transaction date closing market price	$	0.38		$	0.38		$	0.60		$	0.60
Exercise price	$	0.50		$	0.33		$	0.50		$	0.33

Schedule of Valuation Activity for Warrants Accounted for Derivative Liability

	As of and for the Nine Months Ended September 30, 2021							As of and for the Nine Months Ended September 30, 2020
	Carry Amount at Beginning of Period		Change in Valuation			Carrying Amount at End of Period		Carry Amount at Beginning of Period		Change in Valuation		Carrying Amount at End of Period
Strome Warrants	$	704,707	$	(339,924	)	$	364,783	$	1,036,687	$	63,160	$	1,099,847
B. Riley Warrants		443,188		(156,888	)		286,300		607,513		71,750		679,263
Total	$	1,147,895	$	(496,812	)	$	651,083	$	1,644,200	$	134,910	$	1,779,110

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long Term Debt

The following table summarizes the long-term debt:

Schedule of Long Term Debt

	As of September 30, 2021							As of December 31, 2020
	Principal Balance (including accrued interest)		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance (including accrued interest)		Unamortized Discount and Debt Issuance Costs			Carrying Value
12% Second Amended Senior Secured Note, as amended, due on December 31, 2022	$	61,131,882	$	(2,413,593	)	$	58,718,289	$	56,296,091	$	(3,739,690	)	$	52,556,401
Delayed Draw Term Note, as amended, due on March 31, 2022		4,717,714		(151,732	)		4,565,982		4,294,318		(359,172	)		3,935,146
Paycheck Protection Program Loan, scheduled to mature April 6, 2022, however, fully forgiven on June 22, 2021		-		-			-		5,702,725		-			5,702,725
Total	$	65,849,596	$	(2,565,325	)	$	63,284,271	$	66,293,134	$	(4,098,862	)	$	62,194,272

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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+ Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Summary of Warrant Activity

The Financing Warrants outstanding and exercisable as of September 30, 2021 are summarized as follows:

Summary of Warrant Activity

				Outstanding
	Exercise Price		Expiration Date	Classified as Derivative Liabilities (Shares)		Classified within Stockholders’ Equity (Shares)		Total Exercisable (Shares)
MDB Warrants	$	0.20	November 4,2021		-		327,490		327,490
Strome Warrants		0.50	June 15, 2023		1,500,000		-		1,500,000
B. Riley Warrants		0.33	October 18, 2025		875,000		-		875,000
MDB Warrants		1.15	October 19, 2022		-		119,565		119,565
MDB Warrants		2.50	October 19, 2022		-		60,000		60,000
Total outstanding and exercisable					2,375,000		507,055		2,882,055

Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock-based Compensation

Stock-based compensation and equity-based expense charged to operations or capitalized during the three months ended September 30, 2021 and 2020 are summarized as follows:

Summary of Stock-based Compensation

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
During the Three Months Ended September 30, 2021
Cost of revenue	$	11,808	$	23,217	$	1,696,147	$	967	$	-	$	-	$	1,732,139
Selling and marketing		-		3,970		1,341,948		75,193		-		-		1,421,111
General and administrative		414,163		78,017		4,081,766		-		-		745,636		5,319,582
Total costs charged to operations		425,971		105,204		7,119,861		76,160		-		745,636		8,472,832
Capitalized platform development		2,328		-		483,854		2,690		-		-		488,872
Total stock-based compensation	$	428,299	$	105,204	$	7,603,715	$	78,850	$	-	$	745,636	$	8,961,704

During the Three Months Ended September 30, 2020
Cost of revenue	$	35,610	$	53,149	$	1,178,276	$	2,471	$	992	$	-	$	1,270,498
Selling and marketing		323,164		42,695		734,391		43,900		-		-		1,144,150
General and administrative		80,306		127,786		855,390		-		-		364,248		1,427,730
Total costs charged to operations		439,080		223,630		2,768,057		46,371		992		364,248		3,842,378
Capitalized platform development		88,619		32,680		267,013		1,188		-		-		389,500
Total stock-based compensation	$	527,699		256,310	$	3,035,070	$	47,559	$	992	$	364,248	$	4,231,878

Stock-based compensation and equity-based expense charged to operations or capitalized during the nine months ended September 30, 2021 and 2020 are summarized as follows:

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
During the Nine Months Ended September 30, 2021
Cost of revenue	$	60,838	$	169,482	$	4,694,925	$	4,463	$	-	$	-	$	4,929,708
Selling and marketing		-		13,899		3,820,996		224,371		-		-		4,059,266
General and administrative		559,505		297,283		10,344,247		-		-		1,498,217		12,699,252
Total costs charged to operations		620,343		480,664		18,860,168		228,834		-		1,498,217		21,688,226
Capitalized platform development		11,276		5,071		1,324,805		6,472		-		-		1,347,624
Total stock-based compensation	$	631,619	$	485,735	$	20,184,973	$	235,306	$	-	$	1,498,217	$	23,035,850

During the Nine Months Ended September 30, 2020
Cost of revenue	$	108,936	$	150,915	$	3,261,542	$	5,644	$	36,654	$	-	$	3,563,691
Selling and marketing		920,566		102,206		2,114,595		142,767		-		-		3,280,134
General and administrative		238,558		437,614		2,430,553		150,577		-		1,084,826		4,342,128
Total costs charged to operations		1,268,060		690,735		7,806,690		298,988		36,654		1,084,826		11,185,953
Capitalized platform development		234,611		154,445		864,656		5,451		-		-		1,259,163
Total stock-based compensation	$	1,502,671		845,180	$	8,671,346	$	304,439	$	36,654	$	1,084,826	$	12,445,116

Schedule of Unrecognized Compensation Expense

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of September 30, 2021 was as follows:

	Restricted		Common		Common				Publisher
	Stock		Stock		Equity		Outside		Partner		ABG
	Awards		Awards		Awards		Options		Warrants		Warrants		Totals
Unrecognized compensation expense	$	2,750,000	$	-	$	54,255,910	$	135,741	$	-	$	3,788,429	$	60,930,080
Expected weighted-average period expected to be recognized (in years)		1.68		-		2.14		0.44		-		1.63		2.08

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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

Schedule of Disaggregation of Revenue

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue by product line:
Advertising	$	21,678,480	$	9,409,031	$	46,300,974	$	28,788,631
Digital subscriptions		7,698,359		8,469,943		22,472,951		20,096,640
Magazine circulation		25,973,853		12,874,574		53,325,894		34,041,272
Other		4,222,816		1,336,445		5,835,682		2,667,243
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786
Revenue by geographical market:
United States	$	57,762,726	$	29,964,150	$	123,697,063	$	81,295,916
Other		1,810,782		2,125,843		4,238,438		4,297,870
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786
Revenue by timing of recognition:
At point in time	$	51,875,149	$	23,620,050	$	105,462,550	$	65,497,146
Over time		7,698,359		8,469,943		22,472,951		20,096,640
Total	$	59,573,508	$	32,089,993	$	127,935,501	$	85,593,786

Schedule of Contract with Customer, Asset and Liability

The following table provides information about contract balances:

	As of
	September 30, 2021		December 31, 2020
Unearned revenue (short-term contract liabilities):
Digital subscriptions	$	15,708,139	$	14,870,712
Magazine circulation		49,244,783		46,586,345
Advertising and other		6,352,733		168,619
	$	71,305,655	$	61,625,676
Unearned revenue (long-term contract liabilities):
Digital subscriptions	$	1,593,724	$	593,136
Magazine circulation		17,444,012		22,712,961
Other		170,000		192,500
	$	19,207,736	$	23,498,597

Schedule of Net Income (Loss) Per Common Share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	260,646,415	271,345,287
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	188,791	188,791
Series H Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	59,243,926	58,206,061
Series l Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount		46,200,000
Series J Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount		43,584,500
Indemnity Shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount		412,500
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	4,147,936	3,674,996
Financing Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	2,882,055	2,882,055
ABG Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	21,989,844	21,989,844
AllHipHop Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	125,000
Publisher Partner Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	789,541	789,541
Common Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	6,861,973	8,033,936
Common Equity Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	161,367,349	82,400,952
Outside Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	3,050,000	2,982,111

Schedule of Preliminary Purchase Price (Details) - USD ($)				9 Months Ended
	Jul. 15, 2021	Jun. 04, 2021	Mar. 09, 2020	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Cash				$ 7,356,949	$ 315,289
Fulltime Fantasy Sports, LLC [Member]
Business Acquisition [Line Items]
Total purchase consideration	$ 1,256,887
Cash	335,000
Indemnity restricted stock units for shares of common stock	167,500
Deferred cash payments	419,387
Deferred restricted stock	$ 335,000
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Total purchase consideration		$ 11,735,002
Cash		10,829,893
Deferred cash payments		$ 905,109
Petametrics Inc [Member]
Business Acquisition [Line Items]
Total purchase consideration			$ 815,289
Cash			315,289
Indemnity restricted stock units for shares of common stock			$ 500,000

Schedule of Preliminary Purchase Price (Details) (Parenthatical)	Jul. 15, 2021 USD ($)
Business Combination and Asset Acquisition [Abstract]
Business acquisition, transaction costs	$ 35,000

Summary of Price Allocation for Acquisition (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 22,861,872	$ 16,139,377
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Cash	3,772,944
Accounts receivable	1,833,323
Other current assets	4,567
Goodwill	6,722,495
Accrued expenses	(1,500)
Deferred tax liabilities	(596,827)
Net assets acquired	11,735,002
Petametrics Inc [Member]
Business Acquisition [Line Items]
Accounts receivable	37,908
Net assets acquired	815,289
Developed technology	917,762
Accounts payable	(53,494)
Unearned revenues	$ (86,887)

Acquisitions (Details Narrative) - USD ($)						3 Months Ended	9 Months Ended
Acquisitions (Details Narrative) - USD ($)	Jul. 15, 2021	Jun. 04, 2021	Mar. 09, 2020	Mar. 09, 2020	Feb. 19, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross							$ 7,356,949	$ 315,289
Transaction costs related to acquisition	$ 35,000
Developed technology useful life							3 years
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Developed technology useful life							3 years
Fulltime Fantasy Sports, LLC [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	335,000
Asset Acquisition, Consideration Transferred, Transaction Cost	$ 35,000
Stock issued during period, shares, purchase of assets	250,000
Business combination, consideration transferred	$ 1,256,887
Fulltime Fantasy Sports, LLC [Member] \| December 31, 2021 [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets	250,000
Asset Acquisition, Consideration Transferred, Contingent Consideration	$ 225,000
Fulltime Fantasy Sports, LLC [Member] \| June 30, 2022 [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets	250,000
Asset Acquisition, Consideration Transferred, Contingent Consideration	$ 225,000
Fulltime Fantasy Sports, LLC [Member] \| Maximum [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets	750,000
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		$ 10,829,893
Business combination, consideration transferred		11,735,002
Cash acquired from acquisition		$ 11,829,893
Stock issued during period, shares, restricted stock award, gross		4,285,714
Restructuring and related cost, incurred cost		$ 128,076
College Spun Media Incorporated [Member] \| Closing [Member]
Business Acquisition [Line Items]
Payments to acquire productive assets		$ 10,829,893
College Spun Media Incorporated [Member] \| First Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets		500,000
College Spun Media Incorporated [Member] \| Second Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets		500,000
College Spun Media Incorporated [Member] \| Working Capital Adjustment [Member] \| Closing [Member]
Business Acquisition [Line Items]
Payments to acquire productive assets		$ 829,893
Petametrics Inc [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross				$ 315,289
Business combination, consideration transferred				$ 815,289
Payments to acquire productive assets					$ 184,087
Stock Issued During Period, Shares, New Issues						256,661
Shares, Issued						55,839
Petametrics Inc [Member] \| Closing [Member]
Business Acquisition [Line Items]
Payments to acquire productive assets			$ 131,202
Petametrics Inc [Member] \| First Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets			312,500
Petametrics Inc [Member] \| Second Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, purchase of assets			312,500

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Gross property and equipment costs	$ 1,268,903	$ 1,706,805
Less accumulated depreciation and amortization	(600,240)	(577,367)
Net property and equipment	668,663	1,129,438
Office Equipment and Computers [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment costs	1,267,898	1,341,292
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment costs	1,005	19,997
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment costs		$ 345,516

Summary of Platform Development Costs (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Platform development	$ 1,268,903	$ 1,706,805
Less accumulated amortization	(600,240)	(577,367)
Net platform development	668,663	1,129,438
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Platform development	19,497,520	16,027,428	$ 10,678,692
Less accumulated amortization	(11,485,813)	(8,671,820)
Net platform development	$ 8,011,707	$ 7,355,608

Summary of Platform Development Cost Activity (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Platform development beginning of period	$ 1,706,805
Stock-based compensation	21,688,226	$ 11,185,953
Dispositions	(862,442)	(105,123)
Platform development end of period	1,268,903		$ 1,706,805
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Platform development beginning of period	16,027,428	$ 10,678,692	10,678,692
Payroll-based costs capitalized during the period	3,016,924		3,750,541
Total capitalized costs	19,044,352		14,429,233
Stock-based compensation	1,347,624		1,608,995
Dispositions	(894,456)		(10,800)
Platform development end of period	$ 19,497,520		$ 16,027,428

Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 100,994,543	$ 99,737,656
Intangible assets, accumulated amortization	(43,176,638)	(28,235,821)
Intangible assets, net	57,817,905	71,501,835
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	19,070,857	19,070,857
Intangible assets, accumulated amortization	(11,576,450)	(8,283,740)
Intangible assets, net	7,494,407	10,787,117
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	480,000	480,000
Intangible assets, accumulated amortization	(480,000)	(480,000)
Intangible assets, net
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	3,328,000	3,328,000
Intangible assets, accumulated amortization	(712,292)	(503,342)
Intangible assets, net	2,615,708	2,824,658
Subscriber Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	73,458,799	73,458,799
Intangible assets, accumulated amortization	(28,992,944)	(18,105,041)
Intangible assets, net	44,465,855	55,353,758
Advertiser Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,240,000	2,240,000
Intangible assets, accumulated amortization	(510,922)	(332,515)
Intangible assets, net	1,729,078	1,907,485
Database Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,396,887	1,140,000
Intangible assets, accumulated amortization	(904,030)	(531,183)
Intangible assets, net	1,492,857	608,817
Subtotal Amortizable Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	100,974,543	99,717,656
Intangible assets, accumulated amortization	(43,176,638)	(28,235,821)
Intangible assets, net	57,797,905	71,481,835
Website Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	20,000	20,000
Intangible assets, accumulated amortization
Intangible assets, net	$ 20,000	$ 20,000

Schedule of Other Long-term Liabilities (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Lease termination payments	$ 7,269,469	$ 541,381
Deferred cash payments	666,677
Other	136,296	211,984
Other long-term liabilities	$ 8,072,442	$ 753,365

Balance Sheet Components (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Balance Sheet Components (Details Narrative) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for doubtful accounts	$ 675,806		$ 675,806		$ 892,352
Capitalized Contract Cost, Net, Current	31,257,268		31,257,268		28,146,895
Capitalized Contract Cost, Net, Noncurrent	18,682,545		18,682,545		$ 13,358,585
Depreciation, Depletion and Amortization	114,165	$ 102,067	333,891	$ 536,729
Amortization expense	1,143,673	909,631	3,272,890	2,868,289
Amortization expense of intangible asset	$ 5,038,837	$ 5,093,076	14,940,817	15,220,591
Impairment charges			$ 0	$ 0

Schedule of Supplemental Information Related to Operating Leases (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Leases
Operating cash flows for operating leases	$ 2,901,529
Noncash lease liabilities arising from obtaining operating leased assets
Weighted-average remaining lease term	6 years
Weighted-average discount rate	9.90%

Summary of Maturity of Lease Liabilities (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Leases
2021 (remaining three months of the year)	$ 140,134
2022	472,084
2023	486,247
2024	500,834
2025	512,019
Thereafter	896,034
Minimum lease payments	3,007,352
Less imputed interest	(753,176)
Total operating lease liabilities	2,254,176
Current portion of operating lease liabilities	282,011	$ 1,059,671
Long-term portion of operating lease liabilities	$ 1,972,165	$ 19,886,083

Leases (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
Leases (Details Narrative) - USD ($)	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Operating lease, cost		$ 642,926	$ 982,414	$ 2,458,229	$ 3,082,499
Operating Lease, Right-of-Use Asset	$ 2,048,900	2,048,900		2,048,900		$ 18,292,196
Operating Lease, Liability	2,254,176	2,254,176		2,254,176
Lessee, Operating Lease, Liability, to be Paid	3,007,352	3,007,352		3,007,352
December 1, 2021 and October 1, 2022 [Member]
Lessee, Operating Lease, Liability, to be Paid	1,000,000	1,000,000		1,000,000
October One Two Thousand And Twenty Two [Member]
Lessee, Operating Lease, Liability, to be Paid	1,000,000	1,000,000		1,000,000
October One Two Thousand And Twenty Three [Member]
Lessee, Operating Lease, Liability, to be Paid	4,000,000	4,000,000		4,000,000
October 1, 2023 and October 1, 2024 [Member]
Lessee, Operating Lease, Liability, to be Paid	4,000,000	4,000,000		4,000,000
Lease Arrangement [Member]
Operating Lease, Right-of-Use Asset	15,673,474	15,673,474		15,673,474
Operating Lease, Liability	17,934,940	$ 17,934,940		$ 17,934,940
Gain (Loss) on Termination of Lease	9,606,121
[custom:LossOnTerminationOfLease]	7,344,655
Proceeds from Lease Payment, Operating Activity	10,000,000
Advertising Expense	$ 1,475,000
Minimum [Member]
Lessor, Operating Lease, Term of Contract	1 year 6 months	1 year 6 months		1 year 6 months
Maximum [Member]
Lessor, Operating Lease, Term of Contract	7 years 10 months 24 days	7 years 10 months 24 days		7 years 10 months 24 days

Line of Credit (Details Narrative) - USD ($)	Feb. 27, 2020	Sep. 30, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Line of credit facility, fair value of amount outstanding		$ 9,400,000
Financing and Security Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Line of credit facility, expiration date	Feb. 06, 2022
Line of credit facility, fair value of amount outstanding		$ 6,705,391	$ 7,178,791
Financing and Security Agreement [Member] \| Prime Rates [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Line of credit facility, interest rate during period	8.50%
Financing and Security Agreement [Member] \| Fast Pay Credit Facility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Long-term line of credit	$ 15,000,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Schedule of Components of Restricted Stock Liabilities (Details) (Parenthetical) - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Restricted Stock Liabilities
Number of shares vested	1,064,549	1,064,549	1,064,549
Purchase price per share	$ 4.00	$ 4.00

Schedule of Components of Restricted Stock Liabilities (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Restricted Stock Liabilities
Restricted stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased at $4.00 per share)	$ 4,258,196	$ 4,258,196
Less imputed interest	(457,462)	(457,462)
Present value of restricted stock liabilities	3,800,734	3,800,734
Less payments (excluding imputed interest)	(1,342,379)	(177,425)
Restricted stock liabilities	2,458,355	3,623,309
Current portion of restricted stock liabilities (included in accrued expenses and other)	1,936,734	1,627,499
Long-term portion of restricted stock liabilities	521,621	1,995,810
Total restricted stock liabilities	$ 2,458,355	$ 3,623,309

Restricted Stock Liabilities (Details Narrative) - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Restricted Stock Liabilities
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period	1,064,549	1,064,549	1,064,549
Purchase price per share			$ 4.00

Schedule of Warrant Derivative Liabilities (Details)	Sep. 30, 2021 $ / shares	Dec. 31, 2020 $ / shares
Measurement Input, Expected Term [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	1 year 8 months 12 days	2 years 5 months 12 days
Measurement Input, Expected Term [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	4 years 6 months	4 years 9 months 14 days
Measurement Input, Risk Free Interest Rate [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.28	0.13
Measurement Input, Risk Free Interest Rate [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.76	0.36
Measurement Input, Price Volatility [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	153.59	150.55
Measurement Input, Price Volatility [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	142.59	140.95
Measurement Input, Expected Dividend Rate [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Measurement Input, Expected Dividend Rate [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Transaction Date Closing Market [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.38	0.60
Transaction Date Closing Market [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.38	0.60
Measurement Input, Exercise Price [Member] \| Strome Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.50	0.50
Measurement Input, Exercise Price [Member] \| B. Riley Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.33	0.33

Schedule of Valuation Activity for Warrants Accounted for Derivative Liability (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Strome Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Carrying value beginning period	$ 704,707	$ 1,036,687
Change in valuation of warrant derivative liabilities	(339,924)	63,160
Carrying value at end of the period	364,783	1,099,847
B. Riley Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Carrying value beginning period	443,188	607,513
Change in valuation of warrant derivative liabilities	(156,888)	71,750
Carrying value at end of the period	286,300	679,263
Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Carrying value beginning period	1,147,895	1,644,200
Change in valuation of warrant derivative liabilities	(496,812)	134,910
Carrying value at end of the period	$ 651,083	$ 1,779,110

Fair Value Measurements (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Fair Value Measurements (Details Narrative) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Fair Value Disclosures [Abstract]
Derivative, Gain (Loss) on Derivative, Net	$ 801,755	$ (517,405)	$ 496,812	$ (134,910)
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net		$ (2,370,000)		$ 2,173,000

Schedule of Long Term Debt (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Principal Balance (including accrued interest)	$ 65,849,596	$ 66,293,134
Unamortized discount and debt issuance cost	(2,565,325)	(4,098,862)
Carrying value	63,284,271	62,194,272
Delayed Draw Term Note [Member]
Short-term Debt [Line Items]
Principal Balance (including accrued interest)	4,717,714	4,294,318
Unamortized discount and debt issuance cost	(151,732)	(359,172)
Carrying value	4,565,982	3,935,146
12% Amended Senior Secured Notes [Member]
Short-term Debt [Line Items]
Principal Balance (including accrued interest)	61,131,882	56,296,091
Unamortized discount and debt issuance cost	(2,413,593)	(3,739,690)
Carrying value	58,718,289	52,556,401
Payroll Protection Program Loan [Member]
Short-term Debt [Line Items]
Principal Balance (including accrued interest)		5,702,725
Unamortized discount and debt issuance cost
Carrying value		$ 5,702,725

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-term Debt (Details Narrative) - USD ($)										9 Months Ended
Long-term Debt (Details Narrative) - USD ($)	Jun. 22, 2021	Apr. 06, 2020	Mar. 24, 2020	Mar. 24, 2020	Mar. 19, 2020	Feb. 27, 2020	Aug. 27, 2019	Jun. 14, 2019	Jun. 10, 2019	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Current portion of long-term debt										$ 4,565,982
Long-term debt, net of current portion										58,718,289	$ 62,194,272
Delayed Draw Term Note [Member]
Debt Instrument [Line Items]
Percentage of decrease in interest					10.00%
12% Senior Secured Note [Member]
Debt Instrument [Line Items]
Debt instrument interest rate									12.00%
Proceeds from issuance of debt									$ 20,000,000
12% Senior Secured Note [Member] \| Amended And Restated Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Proceeds from issuance of debt								$ 48,000,000	$ 68,000,000
Debt maturity date									Jun. 14, 2022
12% Amended Senior Secured Notes [Member]
Debt Instrument [Line Items]
Proceeds from issuance of debt						$ 3,000,000	$ 3,000,000
12% Amended Senior Secured Notes [Member] \| BRF Finance Co LLC [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			12.00%	12.00%
Percentage of decrease in interest				10.00%
12% Amended Senior Secured Notes [Member] \| Delayed Draw Term Note [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			15.00%	15.00%	15.00%
Proceeds from issuance of debt			$ 6,913,865
Debt maturity date			Mar. 31, 2021
Principal amount of debt			$ 12,000,000	$ 12,000,000
Legal fees			793,109
Net proceeds from issuance of debt			6,000,000
12% Amended Senior Secured Notes [Member] \| Delayed Draw Term Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Principal amount of debt			$ 8,000,000	$ 8,000,000
Payroll Protection Program Loan [Member]
Debt Instrument [Line Items]
Debt instrument interest rate		0.98%
Debt maturity date		Apr. 06, 2022
Proceeds from Bank Debt		$ 5,702,725
Debt Instrument, Decrease, Forgiveness	$ 5,702,725
Gain (Loss) on Extinguishment of Debt										$ 5,716,697

Preferred Stock (Details Narrative) - $ / shares	Aug. 17, 2021	May 04, 2021	Sep. 30, 2021	Sep. 30, 2020
Class of Stock [Line Items]
Shares Issued, Price Per Share			$ 4.00	$ 4.00
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued during period, shares	50
Number of shares converted	151,515
Series L Preferred Stock [Member]
Class of Stock [Line Items]
Shares Issued, Price Per Share		$ 0.01
Preferred Stock, Voting Rights		(i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock.
Series L Preferred Stock [Member] \| Purchase Agreements [Member]
Class of Stock [Line Items]
Shares Issued, Price Per Share		$ 4.00

Summary of Warrant Activity (Details)	Sep. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Classified as Derivative Liabilities	2,375,000
Outstanding, Classified within Stockholders' Equity	507,055
Total Exercisable	2,882,055
MDB Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price \| $ / shares	$ 0.20
Expiration Date	Nov. 04, 2021
Outstanding, Classified as Derivative Liabilities
Outstanding, Classified within Stockholders' Equity	327,490
Total Exercisable	327,490
Strome Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price \| $ / shares	$ 0.50
Expiration Date	Jun. 15, 2023
Outstanding, Classified as Derivative Liabilities	1,500,000
Outstanding, Classified within Stockholders' Equity
Total Exercisable	1,500,000
B. Riley Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price \| $ / shares	$ 0.33
Expiration Date	Oct. 18, 2025
Outstanding, Classified as Derivative Liabilities	875,000
Outstanding, Classified within Stockholders' Equity
Total Exercisable	875,000
MDB Warrants One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price \| $ / shares	$ 1.15
Expiration Date	Oct. 19, 2022
Outstanding, Classified as Derivative Liabilities
Outstanding, Classified within Stockholders' Equity	119,565
Total Exercisable	119,565
MDB Warrants Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price \| $ / shares	$ 2.50
Expiration Date	Oct. 19, 2022
Outstanding, Classified as Derivative Liabilities
Outstanding, Classified within Stockholders' Equity	60,000
Total Exercisable	60,000

Stockholders’ Equity (Details Narrative) - USD ($)			9 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 02, 2021	May 25, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock authorized			1,000,000,000		1,000,000,000
Common stock par value			$ 0.01		$ 0.01
Proceeds from Issuance of Private Placement			$ 20,005,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Aggregate intrinsic value			$ 102,698
Common stock, price per share			$ 0.38
Securities Purchase Agreements [Member] \| Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	7,142,857	21,435,718
Sale of Stock, Price Per Share	$ 0.70	$ 0.70
Proceeds from Issuance of Private Placement	$ 5,000,000	$ 15,005,000
Legal Fees		167,244
Securities Purchase Agreements [Member] \| B Riley [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from Issuance of Private Placement		19,837,757
Legal Fees		$ 100,000

Summary of Stock-based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
Summary of Stock-based Compensation (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	$ 32,173,859	$ 24,708,941	$ 83,978,050	$ 76,321,953
Selling and marketing	22,712,193	9,928,901	55,122,357	27,698,182
General and administrative	23,023,883	7,172,175	44,230,360	24,852,891
Total stock-based compensation			21,688,226	11,185,953
Stock-based Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	1,732,139	1,270,498	4,929,708	3,563,691
Selling and marketing	1,421,111	1,144,150	4,059,266	3,280,134
General and administrative	5,319,582	1,427,730	12,699,252	4,342,128
Total costs charged to operations	8,472,832	3,842,378	21,688,226	11,185,953
Capitalized platform development	488,872	389,500	1,347,624	1,259,163
Total stock-based compensation	8,961,704	4,231,878	23,035,850	12,445,116
Stock-based Compensation [Member] \| Publisher Partner Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue		992		36,654
Selling and marketing
General and administrative
Total costs charged to operations		992		36,654
Capitalized platform development
Total stock-based compensation		992		36,654
Stock-based Compensation [Member] \| ABG Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue
Selling and marketing
General and administrative	745,636	364,248	1,498,217	1,084,826
Total costs charged to operations	745,636	364,248	1,498,217	1,084,826
Capitalized platform development
Total stock-based compensation	745,636	364,248	1,498,217	1,084,826
Restricted Stock [Member] \| Stock-based Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	11,808	35,610	60,838	108,936
Selling and marketing		323,164		920,566
General and administrative	414,163	80,306	559,505	238,558
Total costs charged to operations	425,971	439,080	620,343	1,268,060
Capitalized platform development	2,328	88,619	11,276	234,611
Total stock-based compensation	428,299	527,699	631,619	1,502,671
Common Stock Awards [Member] \| Stock-based Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	23,217	53,149	169,482	150,915
Selling and marketing	3,970	42,695	13,899	102,206
General and administrative	78,017	127,786	297,283	437,614
Total costs charged to operations	105,204	223,630	480,664	690,735
Capitalized platform development		32,680	5,071	154,445
Total stock-based compensation	105,204	256,310	485,735	845,180
Common Equity Awards [Member] \| Stock-based Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	1,696,147	1,178,276	4,694,925	3,261,542
Selling and marketing	1,341,948	734,391	3,820,996	2,114,595
General and administrative	4,081,766	855,390	10,344,247	2,430,553
Total costs charged to operations	7,119,861	2,768,057	18,860,168	7,806,690
Capitalized platform development	483,854	267,013	1,324,805	864,656
Total stock-based compensation	7,603,715	3,035,070	20,184,973	8,671,346
Outside Options [Member] \| Stock-based Compensation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost of revenue	967	2,471	4,463	5,644
Selling and marketing	75,193	43,900	224,371	142,767
General and administrative				150,577
Total costs charged to operations	76,160	46,371	228,834	298,988
Capitalized platform development	2,690	1,188	6,472	5,451
Total stock-based compensation	$ 78,850	$ 47,559	$ 235,306	$ 304,439

Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 60,930,080
Weighted average period expected to be recognized (in years)	2 years 29 days
Publisher Partner Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense
ABG Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 3,788,429
Weighted average period expected to be recognized (in years)	1 year 7 months 17 days
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 2,750,000
Weighted average period expected to be recognized (in years)	1 year 8 months 4 days
Common Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense
Common Equity Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 54,255,910
Weighted average period expected to be recognized (in years)	2 years 1 month 20 days
Outside Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 135,741
Weighted average period expected to be recognized (in years)	5 months 8 days

Compensation Plans (Details Narrative) - $ / shares	Jun. 04, 2021	Jun. 03, 2021
ABG Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.84	$ 0.42
ABG Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants exercisable	10,994,922

Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 59,573,508	$ 32,089,993	$ 127,935,501	$ 85,593,786
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	51,875,149	23,620,050	105,462,550	65,497,146
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	7,698,359	8,469,943	22,472,951	20,096,640
UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenue	57,762,726	29,964,150	123,697,063	81,295,916
Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue	1,810,782	2,125,843	4,238,438	4,297,870
Advertising [Member]
Disaggregation of Revenue [Line Items]
Total revenue	21,678,480	9,409,031	46,300,974	28,788,631
Digital Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Total revenue	7,698,359	8,469,943	22,472,951	20,096,640
Magazine Circulation [Member]
Disaggregation of Revenue [Line Items]
Total revenue	25,973,853	12,874,574	53,325,894	34,041,272
Service, Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 4,222,816	$ 1,336,445	$ 5,835,682	$ 2,667,243

Schedule of Contract with Customer, Asset and Liability (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Unearned revenue	$ 71,305,655	$ 61,625,676
Unearned revenue, net of current portion	19,207,736	23,498,597
Digital Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Unearned revenue	15,708,139	14,870,712
Unearned revenue, net of current portion	1,593,724	593,136
Magazine Circulation [Member]
Disaggregation of Revenue [Line Items]
Unearned revenue	49,244,783	46,586,345
Unearned revenue, net of current portion	17,444,012	22,712,961
Advertising and Other [Member]
Disaggregation of Revenue [Line Items]
Unearned revenue	6,352,733	168,619
Service, Other [Member]
Disaggregation of Revenue [Line Items]
Unearned revenue, net of current portion	$ 170,000	$ 192,500

Revenue Recognition (Details Narrative)	Sep. 30, 2021 USD ($)
Revenue from Contract with Customer [Abstract]
Unbilled Receivables, Current	$ 42,893,297

Income Taxes (Details Narrative)	9 Months Ended
Income Taxes (Details Narrative)	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Effective tax rate benefit	0.29%	0.00%

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Loss Contingencies [Line Items]
[custom:RevenueGuaranteeDescription]			These arrangements generally guarantee the publisher a monthly amount of income for a period of 12 to 24 months from inception of the publisher contract that is the greater of (a) a fixed monthly minimum, or (b) the calculated earned revenue share.
Revenue from Contract with Customer, Excluding Assessed Tax	$ 59,573,508	$ 32,089,993	$ 127,935,501	$ 85,593,786
Publisher Partner Guarantees [Member]
Loss Contingencies [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 214,286	$ 2,539,055	$ 3,781,240	$ 7,541,619

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Nov. 05, 2021	Nov. 05, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Debt original amount			$ 65,849,596	$ 66,293,134
12% Amended Senior Secured Notes [Member]
Subsequent Event [Line Items]
Debt original amount			$ 61,131,882	$ 56,296,091
Employees [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Shares common stock options exercisable	910,000	910,000
Subsequent Event [Member] \| Business Membership Agreement [Member]
Subsequent Event [Line Items]
Lease, description		Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership provides a certain number of accounts that equate to the use of the space granted). The term of the agreement is for twenty-seven months, with an initial period of three months at $25,000 per month for 30 accounts and secondary period for the remaining twenty-four months at $56,617 per month for 110 accounts. The agreement also provides for: (1) additional accounts at predetermined pricing; (2) early termination date of June 30, 2023 providing the Company gives notice by December 31, 2022; and (3) renewal of agreement at the end on the term for a twelve-month period at the then-current market price and pricing structure on such renewal date
Subsequent Event [Member] \| Business Membership Agreement [Member] \| Initial Period [Member]
Subsequent Event [Line Items]
Agreement term		27 months
Lease expense		$ 25,000
Subsequent Event [Member] \| Business Membership Agreement [Member] \| Secondary Period [Member]
Subsequent Event [Line Items]
Agreement term		24 months
Lease expense		$ 56,617
Subsequent Event [Member] \| 12% Amended Senior Secured Notes [Member]
Subsequent Event [Line Items]
Debt original amount	$ 61,700,000	61,700,000
Principal amount of debt	48,800,000	48,800,000
Payment of in-kind interest		12,300,000
Accrued interest	500,000	500,000
Subsequent Event [Member] \| Delayed Draw Term Note [Member]
Subsequent Event [Line Items]
Debt original amount	4,700,000	4,700,000
Principal amount of debt	$ 3,600,000	3,600,000
Payment of in-kind interest		$ 1,100,000
Subsequent Event [Member] \| Restricted Stock [Member] \| Employees [Member]
Subsequent Event [Line Items]
Issuance of stock option granted, shares	90,000