0001493152-22-031119 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 07, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	1-12471
Entity Registrant Name	THE ARENA GROUP HOLDINGS, INC.
Entity Central Index Key	0000894871
Entity Tax Identification Number	68-0232575
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Vesey Street
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281
City Area Code	(212)
Local Phone Number	321-5002
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AREN
Security Exchange Name	NYSEAMER
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		18,245,040

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 13,303	$ 9,349
Restricted cash	502	502
Accounts receivable, net	33,662	21,660
Subscription acquisition costs, current portion	22,800	30,162
Royalty fees		11,250
Prepayments and other current assets	3,978	4,748
Total current assets	74,245	77,671
Property and equipment, net	793	636
Operating lease right-of-use assets	415	528
Platform development, net	10,339	9,299
Subscription acquisition costs, net of current portion	7,497	8,235
Acquired and other intangible assets, net	51,155	57,356
Other long-term assets	564	639
Goodwill	22,554	19,619
Total assets	167,562	173,983
Current liabilities:
Accounts payable	11,746	11,982
Accrued expenses and other	22,354	24,011
Line of credit	18,474	11,988
Unearned revenue	51,683	54,030
Subscription refund liability	837	3,087
Operating lease liabilities	413	374
Liquidated damages payable	5,836	5,197
Current portion of long-term debt	5,899	5,744
Total current liabilities	117,242	116,413
Unearned revenue, net of current portion	11,491	15,277
Operating lease liabilities, net of current portion	471	785
Liquidating damages payable, net of current portion		7,008
Other long-term liabilities	3,771	7,556
Deferred tax liabilities	403	362
Long-term debt	65,433	64,373
Total liabilities	198,811	211,774
Commitments and contingencies (Note 16)
Mezzanine equity:
Total mezzanine equity	13,375	13,886
Stockholders’ deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 18,149,622 and 12,632,947 shares at September 30, 2022 and December 31, 2021, respectively	182	126
Common stock to be issued
Additional paid-in capital	264,568	200,410
Accumulated deficit	(309,374)	(252,213)
Total stockholders’ deficiency	(44,624)	(51,677)
Total liabilities, mezzanine equity and stockholders’ deficiency	167,562	173,983
Series G Redeemable and Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	168	168
Series H Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	$ 13,207	$ 13,718

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares, issued	18,149,622	12,632,947
Common stock, shares, outstanding	18,149,622	12,632,947
Series G Redeemable and Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, liquidation preference per share value	$ 1,000	$ 1,000
Temporary equity, shares authorized	1,800	1,800
Temporary equity, liquidation preference value	$ 168	$ 168
Temporary equity, shares issued	168	168
Temporary equity, shares outstanding	168	168
Temporary equity, common shares issuable upon conversion	8,582	8,582
Series H Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, liquidation preference per share value	$ 1,000	$ 1,000
Temporary equity, shares authorized	23,000	23,000
Temporary equity, liquidation preference value	$ 14,556	$ 15,066
Temporary equity, shares issued	14,556	15,066
Temporary equity, shares outstanding	14,556	15,066
Temporary equity, common shares issuable upon conversion	2,008,728	2,075,200

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 66,706	$ 59,575	$ 180,024	$ 127,936
Cost of revenue (includes amortization of developed technology and platform development for three months ended 2022 and 2021 of $2,413 and $2,242, respectively and for the nine months ended 2022 and 2021 of $7,099 and $6,566, respectively)	40,504	32,215	115,730	83,264
Gross profit	26,202	27,360	64,294	44,672
Operating expenses
Selling and marketing	20,103	22,892	56,626	54,232
General and administrative	13,847	14,557	43,325	37,587
Depreciation and amortization	4,478	4,055	13,124	11,982
Loss on lease termination		7,345		7,345
Loss on impairment of assets	209	904	466	904
Total operating expenses	38,637	49,753	113,541	112,050
Loss from operations	(12,435)	(22,393)	(49,247)	(67,378)
Other (expense) income
Change in valuation of warrant derivative liabilities		802		497
Interest expense, net	(3,184)	(2,512)	(8,510)	(7,695)
Liquidated damages	(339)	(834)	(639)	(2,198)
Gain upon debt extinguishment				5,717
Total other (expense) income	(3,523)	(2,544)	(9,149)	(3,679)
Loss before income taxes	(15,958)	(24,937)	(58,396)	(71,057)
Income taxes	(547)	230	1,235	230
Net loss	$ (16,505)	$ (24,707)	$ (57,161)	$ (70,827)
Basic and diluted net loss per common share	$ (0.90)	$ (2.15)	$ (3.30)	$ (6.38)
Weighted average number of common shares outstanding – basic and diluted	18,284,670	11,491,412	17,339,882	11,100,416

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Amortization cost of developed technology and platform development	$ 2,413	$ 2,242	$ 7,099	$ 6,566

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Balance at January 1, 2021	$ (33,964,000)	$ (32,437,000)	$ (51,677,000)	$ (20,313,000)
Issuance of common stock for restricted stock units
Issuance of common stock upon exercise (including cashless exercise) of stock options	94,000
Common stock withheld for taxes	(2,964,000)	$ (29,000)	(3,520,000)	(70,000)
Common stock withheld for taxes, shares		(2,130)
Stock-based compensation	8,715,000	$ 8,962,000	26,306,000	23,036,000
Net loss	(16,505,000)	(24,707,000)	(57,161,000)	(70,827,000)
Balance at September 30, 2021	(44,624,000)	(47,659,000)	(44,624,000)	(47,659,000)
Issuance of common stock upon conversion of series H preferred stock		50,000	511,000	50,000
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock in connection with professional services			184,000	125,000
Issuance of common stock in connection with settlement of liquidated damages			6,685,000
Gain upon issuance of common stock in connection with settlement of liquidated damages			323,000
Issuance of common stock upon cashless exercise of stock options
Repurchase restricted stock awards in connection with HubPages merger
Issuance of common stock in connection with public offering			30,490,000
Issuance of common stock in connection with the acquisition of Athlon			3,141,000
Issuance of common stock upon exercise (including cashless exercise) of stock options			94,000
Issuance of common stock in connection with Say Media merger
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy		502,000		502,000
Forfeiture on unvested restricted stock awards
Issuance of restricted stock awards to the board of directors
Repurchase restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Issuance of common stock in connection with private placement				19,838,000
Common Stock [Member]
Balance at January 1, 2021	$ 178,000	$ 119,000	$ 126,000	$ 104,000
Beginning balance, shares	17,827,526	11,962,537	12,632,947	10,412,963
Issuance of common stock for restricted stock units	$ 5,000		$ 7,000
Issuance of common stock for restricted stock units, shares	541,719	22,728	718,530	22,728
Issuance of common stock upon exercise (including cashless exercise) of stock options
Issuance of common stock upon exercise (including cashless exercise) of stock options, shares	38,152
Common stock withheld for taxes	$ (1,000)		$ (2,000)
Common stock withheld for taxes, shares	(257,775)		(324,798)	(4,356)
Stock-based compensation
Net loss
Balance at September 30, 2021	$ 182,000	$ 119,000	$ 182,000	$ 119,000
Ending balance, shares	18,149,622	12,017,270	18,149,622	12,017,270
Issuance of common stock upon conversion of series H preferred stock			$ 1,000
Issuance of common stock upon conversion of series H preferred stock, shares		6,888	70,380	6,888
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of restricted stock units in connection with the acquisition of LiftIgniter, Shares			16,760	11,667
Issuance of common stock in connection with professional services
Issuance of common stock in connection with professional services, shares			14,617	14,205
Issuance of common stock in connection with settlement of liquidated damages			$ 5,000
Issuance of common stock in connection with settlement of liquidated damages, shares			505,671
Gain upon issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock upon cashless exercise of stock options
Issuance of common stock upon cashless exercise of stock option, shares			20	3,859
Repurchase restricted stock awards in connection with HubPages merger
Repurchase restricted stock awards in connection with HubPages merger, shares			(26,214)
Issuance of common stock in connection with public offering			$ 42,000
Issuance of common stock in connection with public offering, shares			4,181,603
Issuance of common stock in connection with the acquisition of Athlon			$ 3,000
Issuance of common stock in connection with the acquisition of Athlon, shares			314,103
Issuance of common stock upon exercise (including cashless exercise) of stock options
Issuance of common stock upon exercise (including cashless exercise) of stock options, shares			38,152
Issuance of common stock in connection with Say Media merger
Issuance of common stock in connection with Say Media merger, shares			7,851
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy, shares		34,091		34,091
Forfeiture on unvested restricted stock awards
Forfeiture of unvested restricted stock awards, shares		(6,844)		(6,844)
Issuance of restricted stock awards to the board of directors
Issuance of restricted stock awards to the board of directors, shares				40,334
Repurchase restricted stock classified as liabilities
Repurchase restricted stock classified as liabilities, shares				(12,098)
Issuance of restricted stock in connection with the acquisition of The Spun				$ 2,000
Issuance of restricted stock in connection with the acquisition of The Spun, shares				194,806
Issuance of common stock in connection with private placement				$ 13,000
Issuance of common stock in connection with private placement, shares				1,299,027
Common Stock To Be Issued [Member]
Balance at January 1, 2021
Beginning balance, shares	41,283	49,134	49,134	49,134
Issuance of common stock for restricted stock units
Issuance of common stock upon exercise (including cashless exercise) of stock options
Common stock withheld for taxes
Stock-based compensation
Net loss
Balance at September 30, 2021
Ending balance, shares	41,283	49,134	41,283	49,134
Issuance of common stock upon conversion of series H preferred stock
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock in connection with professional services
Issuance of common stock in connection with settlement of liquidated damages
Gain upon issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock upon cashless exercise of stock options
Repurchase restricted stock awards in connection with HubPages merger
Issuance of common stock in connection with public offering
Issuance of common stock in connection with the acquisition of Athlon
Issuance of common stock upon exercise (including cashless exercise) of stock options
Issuance of common stock in connection with Say Media merger
Issuance of common stock in connection with Say Media merger, shares			(7,851)
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy
Forfeiture on unvested restricted stock awards
Issuance of restricted stock awards to the board of directors
Repurchase restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Issuance of common stock in connection with private placement
Additional Paid-in Capital [Member]
Balance at January 1, 2021	$ 258,727,000	175,837,000	$ 200,410,000	141,856,000
Issuance of common stock for restricted stock units	(5,000)		(7,000)
Issuance of common stock upon exercise (including cashless exercise) of stock options	94,000
Common stock withheld for taxes	(2,963,000)	(29,000)	(3,518,000)	(70,000)
Stock-based compensation	8,715,000	8,962,000	26,306,000	23,036,000
Net loss
Balance at September 30, 2021	264,568,000	185,322,000	264,568,000	185,322,000
Issuance of common stock upon conversion of series H preferred stock		50,000	510,000	50,000
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock in connection with professional services			184,000	125,000
Issuance of common stock in connection with settlement of liquidated damages			6,680,000
Gain upon issuance of common stock in connection with settlement of liquidated damages			323,000
Issuance of common stock upon cashless exercise of stock options
Repurchase restricted stock awards in connection with HubPages merger
Issuance of common stock in connection with public offering			30,448,000
Issuance of common stock in connection with the acquisition of Athlon			3,138,000
Issuance of common stock upon exercise (including cashless exercise) of stock options			94,000
Issuance of common stock in connection with Say Media merger
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy		502,000		502,000
Forfeiture on unvested restricted stock awards
Issuance of restricted stock awards to the board of directors
Repurchase restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun				(2,000)
Issuance of common stock in connection with private placement				19,825,000
Retained Earnings [Member]
Balance at January 1, 2021	(292,869,000)	(208,393,000)	(252,213,000)	(162,273,000)
Issuance of common stock for restricted stock units
Issuance of common stock upon exercise (including cashless exercise) of stock options
Common stock withheld for taxes
Stock-based compensation
Net loss	(16,505,000)	(24,707,000)	(57,161,000)	(70,827,000)
Balance at September 30, 2021	$ (309,374,000)	(233,100,000)	(309,374,000)	(233,100,000)
Issuance of common stock upon conversion of series H preferred stock
Issuance of common stock for restricted stock units in connection with an acquisition
Issuance of common stock in connection with professional services
Issuance of common stock in connection with settlement of liquidated damages
Gain upon issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock upon cashless exercise of stock options
Repurchase restricted stock awards in connection with HubPages merger
Issuance of common stock in connection with public offering
Issuance of common stock in connection with the acquisition of Athlon
Issuance of common stock upon exercise (including cashless exercise) of stock options
Issuance of common stock in connection with Say Media merger
Issuance of restricted stock in connection with the acquisition of Fulltime Fantasy
Forfeiture on unvested restricted stock awards
Issuance of restricted stock awards to the board of directors
Repurchase restricted stock classified as liabilities
Issuance of restricted stock in connection with the acquisition of The Spun
Issuance of common stock in connection with private placement

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (57,161)	$ (70,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	395	334
Amortization of platform development and intangible assets	19,828	18,214
Gain upon debt extinguishment		(5,717)
Loss on termination of lease		7,345
Amortization of debt discounts	1,215	1,534
Loss on impairments of assets	466	904
Change in valuation of warrant derivative liabilities		(497)
Noncash and accrued interest	86	5,273
Liquidated damages	639	2,198
Stock-based compensation	24,777	21,689
Deferred income taxes	(1,235)	(230)
Other	468	(1,060)
Change in operating assets and liabilities net of effect of business combination:
Accounts receivable	(1,385)	(173)
Subscription acquisition costs	8,100	(8,434)
Royalty fees	11,250	11,250
Prepayments and other current assets	2,107	(78)
Other long-term assets	75	639
Accounts payable	(7,652)	1,215
Accrued expenses and other	(3,390)	5,566
Unearned revenue	(7,382)	5,389
Subscription refund liability	(2,250)	344
Operating lease liabilities	(162)	(2,448)
Other long-term liabilities	(3,465)	(692)
Net cash used in operating activities	(14,676)	(8,262)
Cash flows from investing activities
Purchases of property and equipment	(444)	(300)
Capitalized platform development	(3,990)	(3,017)
Proceeds from sale of equity investment	2,450
Payments for acquisition of business, net of cash acquired	(10,331)	(7,357)
Net cash used in investing activities	(12,315)	(10,674)
Cash flows from financing activities
Borrowings (repayments) under line of credit	6,486	(473)
Proceeds from common stock public offering, net of offering costs	32,058
Payments of issuance costs from common stock public offering	(1,568)
Net exercise of common stock options	94
Payment of The Spun deferred cash payment	(453)
Proceeds from common stock private placement		20,005
Payments of issuance costs from common stock private placement		(167)
Payment for taxes related to repurchase of restricted common stock	(3,520)	(70)
Payment of restricted stock liabilities	(2,152)	(1,165)
Net cash provided by financing activities	30,945	18,130
Net increase (decrease) in cash, cash equivalents, and restricted cash	3,954	(806)
Cash, cash equivalents, and restricted cash – beginning of period	9,851	9,535
Cash, cash equivalents, and restricted cash – end of period	13,805	8,729
Cash, cash equivalents, and restricted cash
Cash and cash equivalents	13,303	8,228
Restricted cash	502	501
Total cash, cash equivalents, and restricted cash	13,805	8,729
Supplemental disclosure of cash flow information
Cash paid for interest	7,209	902
Cash paid for income taxes
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	1,529	1,347
Restricted stock issued in connection with acquisition of Fulltime Fantasy		503
Deferred cash payments in connection with acquisition of Fulltime Fantasy		419
Issuance of common stock in connection with settlement of liquidated damages	7,008
Issuance of common stock in connection with professional services		125
Common stock issued in connection with acquisition of Athlon	3,141
Deferred cash payments in connection with acquisition of Athlon	949
Assumption of liabilities in connection with acquisition of Athlon	11,602
Deferred cash payments in connection with acquisition of The Spun		905
Assumption of liabilities in connection with acquisition of The Spun		2
Conversion of Series H convertible preferred stock into common stock	$ 511

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

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 The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any material off-balance sheet arrangements. The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC as of April 1, 2022.

The condensed consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, 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, 2021, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

The novel coronavirus (“COVID-19”) pandemic impacted the Company less during the third quarter of 2022 than it did in 2021. During the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, however, there has been a steady recovery in the advertising market in both pricing and volume. This, coupled with the return of professional and college sports, has yielded steady growth in revenues in 2020 as compared to 2021. Given that certain of our sports businesses rely on sporting events to generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations could be negatively impacted by a widespread cancellation of sporting events or a general limitation of societal activity akin to what occurred in the Unites States and elsewhere during 2020 and, to a lesser extent, during 2021.

The Company operates in one reportable segment.

Reverse Stock Split

The Company effected a 1-for-22 reverse stock split as of February 9, 2022. The condensed consolidated financial statements and the notes thereto give effect to such reverse stock split for all periods presented. The shares of common stock retained a par value of $0.01 per share. Accordingly, stockholders’ deficiency reflects the reverse stock split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the reverse stock split. Any fractional shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share.

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in 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.

Recently Adopted Accounting Standards

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 earnings per share computation for these instruments. On January 1, 2022, the Company adopted ASU 2020-06 with no material impact to its condensed consolidated financial position, results of operations or cash flows.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), to provide explicit guidance on accounting by issuers for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after the modification or exchange. On January 1, 2022, the Company adopted ASU 2021-04 with no material impact to its condensed consolidated financial position, results of operations, cash flows or disclosures.

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 GAAP. The new standard marks a change from current 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. On January 1, 2022, the Company adopted ASU 2021-08 with no material impact to its condensed financial position, results of operations or cash flows. This new accounting standard will be applied prospectively to business combinations.

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 restrictions expire, the shares are no longer forfeitable, and are thus vested. Restricted stock units are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method.

The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

	2022		2021
	As of September 30,
	2022		2021
Series G convertible preferred stock		8,582		8,582
Series H Preferred Stock		2,008,728		2,692,906
Restricted Stock Awards		97,402		188,543
Financing Warrants		116,118		131,003
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		5,629		35,889
Equity Plans		7,583,100		7,646,788
Outside Options		134,098		138,644
Total		10,958,879		11,847,577

Reclassifications

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

Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2.	Acquisitions

2022 Acquisitions

Athlon Holdings, Inc. – On April 1, 2022, the Company acquired 100% of the issued and outstanding capital stock of Athlon Holdings, Inc., a Tennessee corporation (“Athlon”), for a preliminary purchase price of $16,175, as adjusted for the estimated working capital adjustment as of the closing date of the transaction. The purchase price is pending finalization of a working capital adjustment and deferred taxes and could be subject to further revision if additional information related to the fair value of the identifiable net assets become available. As a part of the closing consideration, the Company also acquired cash of $1,840, that was further adjusted post-closing for the working capital adjustment. The preliminary purchase price of $16,175, as discounted, is comprised of (i) a cash portion of $13,162, with $11,840 paid at closing and $1,322 estimated to be paid post-closing (as further described below) and (ii) the issuance of 314,103 shares of the Company’s common stock with a fair market value of $3,141. The number of shares of the Company’s common stock issued was determined based on a $3,000 value using the common stock trading price for the 10 trading days preceding the April 1, 2022 closing date. Certain of Athlon’s key employees entered into either advisory agreements or employment agreements with the Company. Athlon operates in the United States.

The amount estimated to be paid post-closing of $1,322 will be or was paid as follows: (i) $1,077 will be paid on the nine-month anniversary of the closing date, or January 1, 2023 (consisting of $3,000 for the deferred cash payments, as discounted, less a $1,923 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds of $2,450 from the sale of the equity investment in Just Like Falling Off a Bike, LLC that was held by Athlon as of the closing date (paid on April 7, 2022).

After the condensed consolidated financial statements for the quarterly period ended June 30, 2022 were issued, the Company received an updated valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated that the purchase consideration decreased by $940. The decrease in the purchase price was related to a decrease in the working capital adjustment of $180, an increase in fixed assets of $46, a decrease in identifiable assets of $477 (digital content increased $355, advertiser relationships decreased $498, and trade names decreased $334), a decrease in deferred tax liabilities of $533, and a decrease in goodwill of $862.

The composition of the preliminary purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	12,085
Common stock		3,141
Deferred cash payments, as discounted		949
Total purchase consideration	$	16,175

The Company incurred $200 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded within general and administrative expense on the 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	$	2,604
Accounts receivable		10,855
Other current assets		1,337
Equity investment		2,450
Fixed assets		108
Digital content		355
Advertiser relationships		6,132
Trade names		2,277
Goodwill		2,935
Accounts payable		(7,416	)
Accrued expenses and other		(2,440	)
Unearned revenue		(1,203	)
Other long-term liabilities		(543	)
Deferred tax liabilities		(1,276	)
Net assets acquired	$	16,175

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

The excess-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.

Supplemental Pro forma Information

The following table summarizes the results of operations of the Athlon acquisition from the acquisition date included in the condensed consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of the acquisition been January 1, 2021:

	2022			2021			2022			2021
	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Athlon from acquisition date of April 1, 2022 (unaudited):
Revenue	$	15,370		$	-		$	32,887		$	-
Net income		81			-			2,521			-
Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited):
Revenue:
Athlon	$	15,370		$	15,966		$	48,797		$	51,458
Arena		51,336			59,575			147,137			127,936
Total supplemental pro forma revenue	$	66,706		$	75,541		$	195,934		$	179,394
Net income (loss):
Athlon	$	81		$	1,030		$	1,945		$	3,644
Arena		(16,586	)		(24,707	)		(58,682	)		(70,827	)
Adjustments		533			(306	)		(1,310	)		158
Total supplemental pro forma net loss	$	(15,972	)	$	(23,983	)	$	(59,047	)	$	(67,025	)

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

The adjustments for the three months ended September 2022 and 2021 of $533 and ($306), respectively, represents adjustments: (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of $0 and ($306); and (2) to record the deferred tax (benefit) provision related to the acquisition $533 and $0, respectively. The adjustments for the nine months ended September 2022 and 2021 of ($1,310) and $158, respectively, represents adjustments (1) to record depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($234) and ($918); (2) to record (reverse) the nonrecurring transaction cost related to the acquisition of $200 and ($200); and (3) to record the deferred tax (benefit) provision related to the acquisition of ($1,276) and $1,276, respectively.

Further details are provided under the heading Athlon Acquisition in Note 17.

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

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

2021 Acquisitions

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 $11,830 in cash and the issuance of an aggregate of 194,806 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) $10,830 paid at closing (of the cash paid at closing, $830 represents adjusted cash pursuant to the working capital adjustments), and (ii) $500 to be paid on the first anniversary of the closing and $500 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 purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	10,830
Deferred cash payments, as discounted		905
Total purchase consideration	$	11,735

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

After the June 30, 2021 condensed consolidated financial statements were issued, the Company received a final valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated the fair values for the brand name of $5,175, along with a decrease for working capital accounts of $1,932 (consisting of adjusted amounts for cash, accounts receivable, accrued expenses and deferred tax liabilities) resulting in a corresponding decrease to goodwill of $3,977.

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


Cash	$	3,214
Accounts receivable		1,772
Other current assets		5
Brand name		5,175
Goodwill		3,479
Accrued expenses and other		(85)
Deferred tax liabilities		(1,825)
Net assets acquired	$	11,735

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 properties (including databases, documents and certain rights related to the intellectual properties), subscriber and customer records, and other certain rights related to the intellectual properties (collectively the “Fulltime Fantasy Purchased Assets”) and assumed certain liabilities related to the Fulltime Fantasy Purchased Assets. The purchase price consisted of: (1) a cash payment of $335 (paid in advance), including transaction related costs of $35, (2) 34,092 restricted shares the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 11,364 shares vested at closing and another 11,364 shares vested on December 31, 2021, and (3) a cash earn-out payment of $225 (paid in January 2022). The remaining consideration of a cash earn-out payment of $225 was paid on June 30, 2022 and the remaining 11,364 restricted shares of the Company’s common stock vested on June 30, 2022.

The Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets. Transaction-related costs of $35 were assigned to the identifiable asset and recorded as part of the consideration transferred.

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Cash (including $35,000 of transaction related costs)	$	335
Restricted stock		168
Deferred cash payments		419
Deferred restricted stock		335
Total purchase consideration	$	1,257

The purchase consideration totaled $1,257 (including $35 of transaction related costs), which was assigned to a database acquired on the closing date of the acquisition. The useful life for the database is three years (3.0 years).

Balance Sheet Components

9 Months Ended

Sep. 30, 2022

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, 2022 and December 31, 2021 was $2,278 and $1,578, respectively.

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

The current portion of the subscription acquisition costs as of September 30, 2022 and December 31, 2021 was $22,800 and $30,162, respectively. The noncurrent portion of the subscription acquisition costs as of September 30, 2022 and December 31, 2021 was $7,497 and $8,235, respectively. Subscription acquisition costs as of September 30, 2022 presented as current assets of $22,800 are expected to be amortized over a one-year period, or through September 30, 2023 and $7,497 presented as long-term assets are expected to be amortized after the one-year period ending September 30, 2023.

Royalty Fees – Royalty fees represent royalties due to ABG-SI, LLC (“ABG”) in connection with the Sports Illustrated media business. The Company’s guaranteed minimum annual royalties are $15,000, with payment to be made in advance on a quarterly basis, and the royalty fee payments are amortized monthly. The Company’s guaranteed minimum annual royalties are $15,000 and require payment in advance on a quarterly basis that are amortized monthly. As of September 30, 2022 and December 31, 2021, $0 and $11,250, respectively, were paid in advance and reflected within current assets on the condensed consolidated balance sheets.

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

Schedule of Property and Equipment

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Office equipment and computers	$	1,670		$	1,345
Furniture and fixtures		228			1
Property and equipment, gross		1,898			1,346
Less accumulated depreciation and amortization		(1,105	)		(710	)
Net property and equipment	$	793		$	636

Depreciation and amortization expense for the three months ended September 30, 2022 and 2021 was $150 and $114, respectively. Depreciation and amortization expense for the nine months ended September 30, 2022 and 2021 was $395 and $334, respectively. No impairment charges have been recorded for the three and nine months ended September 30, 2022. Impairment charges of $427 have been recorded for the three and nine months ended September 30, 2021.

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Platform development	$	19,948		$	21,997
Less accumulated amortization		(9,609	)		(12,698	)
Net platform development	$	10,339		$	9,299

Amortization expense for the three months ended September 30, 2022 and 2021, was $1,511 and $1,144, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021, was $4,268 and $3,273, respectively.

A summary of platform development activity for the nine months ended September 30, 2022 is as follows:


Platform development beginning of year	$	21,997
Payroll-based costs capitalized during the period		3,990
Less dispositions		(7,357	)
Total capitalized costs		18,630
Stock-based compensation		1,529
Impairments		(211	)
Platform development end of period	$	19,948

For the nine months ended September 30, 2022, impairment charges of $211 has been recorded for platform development. For the three and nine months ended September 30, 2021, impairment charges of $435 have been recorded for platform development.

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

	As of September 30, 2022							As of December 31, 2021
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(14,069	)	$	3,264	$	17,579	$	(11,465	)	$	6,114
Trade names		5,396		(1,069	)		4,327		3,328		(782	)		2,546
Brand names		6,025		(685	)		5,340		5,175		(298	)		4,877
Subscriber relationships		73,459		(43,510	)		29,949		73,459		(32,623	)		40,836
Advertiser relationships		8,372		(1,113	)		7,259		2,240		(570	)		1,670
Digital content		355		(89	)		266		-		-			-
Database		2,397		(1,647	)		750		2,397		(1,104	)		1,293
Subtotal amortizable intangible assets		113,337		(62,182	)		51,155		104,178		(46,842	)		57,336
Website domain name		-		-			-		20		-			20
Total intangible assets	$	113,337	$	(62,182	)	$	51,155	$	104,198	$	(46,842	)	$	57,356

Amortization expense for the three months ended September 30, 2022 and 2021 was $5,230 and $5,039, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $15,560 and $14,941, respectively. For the three and nine months ended September 30, 2022 and 2021, impairment charges of $209 and $42, respectively, were recorded for intangible assets.

Goodwill – The changes in carrying value of goodwill are as follows:

Schedule of Goodwill

	September 30, 2022		December 31, 2021
	As of
	September 30, 2022		December 31, 2021
Carrying value at beginning of year	$	19,619	$	16,140
Goodwill acquired in acquisition of The Spun		-		3,479
Goodwill acquired in acquisition of Athlon		2,935		-
Carrying value at end of period	$	22,554	$	19,619

The Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating segment. Management determined that the Company would be aggregated into a single reporting unit for purposes of performing the impairment test for goodwill.

Leases

9 Months Ended

Sep. 30, 2022

Leases

Leases

The Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2021 (as further described below). The Company’s current lease is a long-term operating lease with a remaining fixed payment term of 2.01 years.

The table below presents supplemental information related to operating leases:

	Nine Months Ended			Year Ended
	September 30, 2022			December 31, 2021
Operating lease costs during the period (1)	$	727		$	2,718
Cash payments included in the measurement of operating lease liabilities during the period	$	351		$	2,787
Weighted-average remaining lease term (in years) as of period-end		2.01			2.75
Weighted-average discount rate during the period		9.90	%		9.90	%

(1)

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

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

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

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs

	2022			2021		2022			2021
	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Operating lease costs:
Cost of revenue	$	-		$	630	$	-		$	1,261
Selling and marketing		-			181		-			362
General and administrative		328			148		891			297
Total operating lease costs (1)		328			959		891			1,920
Sublease income		(55	)		-		(164	)		-
Total	$	273		$	959	$	727		$	1,920

(1)

Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2022 of $170 and $510, respectively, and month-to-month lease arrangements for the three and nine months ended September 30, 2022 of $95 and $191, respectively.

Maturities of the operating lease liability as of September 30, 2022 are summarized as follows:

Years Ending December 31,
2022 (remaining three months of the year)	$	120
2023		486
2024		373
Minimum lease payments		979
Less imputed interest		(95	)
Present value of operating lease liability	$	884
Current portion of operating lease liability	$	413
Long-term portion of operating lease liability		471
Total operating lease liability	$	884

Sublease Agreement – In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of its operating lease through September 2024. As of September 30, 2022, the Company is entitled to receive total sublease income of $537.

Business Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, 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 was for 27 months, with 15 months remaining at $57 per month for 110 accounts.

Line of Credit

9 Months Ended

Sep. 30, 2022

Line Of Credit

Line of Credit

5.	Line of Credit

On December 6, 2021, the Company entered into an amendment to its financing and security agreement for its line of credit with FPP Finance LLC (“FastPay”) that was originally entered into on February 27, 2020, pursuant to which (i) the maximum amount of advances available was increased to $25,000 from $15,000 (subject to eighty-five (85%) of eligible accounts receivable), (ii) the interest rate on the facility applicable margin was decreased to 6.0% per annum from 8.5% per annum (the facility bears interest at the LIBOR rate plus the applicable margin), and (iii) the maturity date was extended to February 28, 2024 from February 6, 2022. The line of credit is for working capital purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets. As of September 30, 2022 and December 31, 2021, the balance outstanding under the FastPay line of credit was $18,474 and $11,988, respectively.

Restricted Stock Liabilities

9 Months Ended

Sep. 30, 2022

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 (the “HubPages merger”). Pursuant to the amendment, the Company committed to repurchase 48,389 vested restricted stock awards as of December 31, 2020 at a price of $88.00 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:

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Restricted stock liabilities (before imputed interest)	$	2,307		$	3,801
Less imputed interest		(155	)		(177	)
Present value of restricted stock liabilities		2,152			3,624
Less principal payments during the period		(2,152	)		(1,472	)
Restricted stock liabilities at end of period (reflected in accrued expenses and other)	$	-		$	2,152

The Company recorded the repurchase of 26,214 and 12,098 during the nine months ended September 30, 2022 and 2021, respectively, of the Company’s restricted common stock on the condensed consolidated statements of stockholders’ deficiency. Effective April 4, 2022, there are no longer any shares of the Company’s common stock subject to repurchase. During the nine months ended September 30, 2022 and 2021, the Company paid $2,307 and $1,419 in cash for the repurchase, including interest of $155 and $254, respectively.

Liquidated Damages Payable

9 Months Ended

Sep. 30, 2022

Liquidated Damages Payable

Liquidated Damages Payable

7.	Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

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

Summary of Liquidated Damages

	As of September 30, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		533		1,777
Convertible debentures		-		704		258		962
Series J convertible preferred stock		932		932		467		2,331
Series K convertible preferred stock		191		478		82		751
Total	$	1,756	$	2,740	$	1,340	$	5,836

	As of December 31, 2021
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		1,164		1,172		792		3,128
Convertible debentures		-		873		242		1,115
Series I convertible preferred stock		1,386		1,386		613		3,385
Series J convertible preferred stock		1,560		1,560		490		3,610
Series K convertible preferred stock		180		722		50		952
Total	$	4,305	$	5,713	$	2,187	$	12,205

(1)

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

During the three and nine months ended September 30, 2022, the Company recorded liquidated damages of $339 and $639 (including accrued interest of $143 and $300), respectively. During the three and nine months ended September 30, 2022, liquidated damages of $197 were recorded as a result of the Registration Rights Damages resulting from not registering Series K convertible preferred stock (the “Series K Preferred Stock”) timely. Further details as of the date these condensed consolidated financial statements were issued are provided under the heading Liquidated Damages in Note 17.

As of September 30, 2022, the short-term and long-term liquidated damages payable were $5,836 and $0, respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of September 30, 2022 until paid. There is no scheduled date when the unpaid liquidated damages become due.

As of December 31, 2021, the short-term and long-term liquidated damages payable were $5,197 and $7,008, respectively. The long-term portion was converted into shares of the Company’s common stock on January 24, 2022, as further described below.

On January 24, 2022, the Company entered into several stock purchase agreements with several investors, where the Company was liable to for liquidated damages, pursuant to which the Company issued an aggregate of 505,671 shares of its common stock at a price equal to $13.86 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the ninety (60) previous trading days), to the investors in lieu of an aggregate of $7,008 owed in liquidated damages. In connection with the stock purchase agreements, the Company filed a registration statement covering the resale of the 505,671 shares of the Company’s common stock. The Company recorded $6,685 in connection with the issuance of shares of the Company’s common stock and recognized a gain of $323 on the settlement of the liquidated damages, which was recorded within additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

8.	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 accounted for certain warrants (as described under the heading Common Stock Warrants in Note 10) 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, 2021, the Strome Warrants and B. Riley Warrants (as described in Note 11) were classified within equity.

For the three months ended September 30, 2021, the change in valuation of warrant derivative liabilities of $802 was recognized as other income on the condensed consolidated statement of operations. For the nine months ended September 30, 2021, the change in valuation of warrant derivative liabilities of $497 was recognized as other expense on the condensed consolidated statement of operations.

- 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, 2022

Debt Disclosure [Abstract]

Long-term Debt

9.	Long-term Debt

Senior Secured Note

As of September 30, 2022 and December 31, 2021, the Company’s outstanding obligation under its senior secured note 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, is summarized as follows:

	●	On March 24, 2020, the Company entered into a second amended and restated note when the principal balance outstanding under its note issued on September 19, 2019 was $51,336 (including accrued interest), due on September 14, 2022 (as further amended). The terms of the note also permitted the Company to enter into a Delayed Draw Term Note (as described below), in the aggregate principal amount of $12,000;

	●	On October 23, 2020, the Company entered into a first amendment to second amended and restated note issued on March 24, 2020 (“Amendment 1”), where the maturity date was changed to December 31, 2022 (as further amended) from September 14, 2022, subject to certain acceleration conditions and interest payable on the note on September 30, 2020, December 31, 2020, March 31, 2021, September 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 previously designated Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock was 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;

	●	On May 19, 2021, the Company entered into a second amendment to the second amended and restated note issued March 24, 2020 (“Amendment 2”), pursuant to which: (i) the interest rate on the Senior Secured Note, as defined below, decreased from a rate of 12.0% per annum to a rate of 10.0% 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 a certain securities purchase agreement during the 90-day period commencing on May 20, 2021;

	●	On December 6, 2021, the Company entered into a third amendment to the second amended and restated note issued March 24, 2020 (“Amendment 3”), where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $25,000; and

	●	On January 23, 2022, the Company entered into a fourth amendment to the second amended and restated note issued March 24, 2020 (“Amendment 4”), where the maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon the consummation of the equity financing on February 15, 2022 (further details are provided below), or (ii) the date accelerated pursuant to certain terms of Amendment 4.

Collectively, the second amended and restated note and Amendment 1, Amendment 2, Amendment 3 and Amendment 4 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially all assets of the Company.

After the date of Amendment 4, interest on the note will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the note. Interest on the Senior Secured Note will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.0% per annum, subject to adjustment in the event of default. Further, interest that was payable during fiscal years 2020 and 2021 and added to the principal amount under the note remains subject to the conversion election under Amendment 1.

Delayed Draw Term Note

As of September 30, 2022 and December 31, 2021, the Company’s outstanding obligation under its delayed draw term note with B. Riley is summarized as follows:

	●	On March 24, 2020, the Company entered into a delayed draw term note (the “Delayed Draw Term Note”) with an interest rate of 15.0% per annum, pursuant to the second amended and restated note purchase agreement, in the aggregate principal amount of $12,000. The terms of the note provided that up to $8,000 in principal amount was due on March 31, 2021;

	●	On March 24, 2020, the Company drew down $6,914 under the Delayed Draw Term Note, with interest 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 to March 31, 2022 (as further amended) from March 31, 2021. 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 October 23, 2020, $3,367, including principal and accrued interest of the Delayed Draw Term Note, converted into shares of the Company’s Series K Preferred Stock, which shares were further converted into 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 to a rate of 10.0% per annum from a rate of 15.0% per annum;

	●	On December 28, 2021, the Company drew down $5,086 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid of $509, the Company received net proceeds of $4,578; and

	●	On February 15, 2022, pursuant to Amendment 4, the maturity date on the Delayed Draw Term Note was extended to (i) December 31, 2022 from March 31, 2022 for $5,925 of principal due and (ii) December 31, 2023 from March 31, 2022 for $4,000 of principal due, subject to certain acceleration terms.

Amendment 4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal quarter on the principal amount outstanding under the note at an aggregate rate of 10.0% per annum, subject to adjustment in the event of default.

The following table summarizes the long-term debt:

Schedule of Long Term Debt

	As of September 30, 2022							As of December 31, 2021
	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
Senior Secured Note, as amended, matures December 31, 2023	$	62,691	$	(1,132	)	$	61,559	$	62,691	$	(1,935	)	$	60,756
Delayed Draw Term Note, as amended, matures December 31, 2023		9,928		(155	)		9,773		9,928		(567	)		9,361
Total	$	72,619	$	(1,287	)	$	71,332	$	72,619	$	(2,502	)	$	70,117
Carrying value
Current portion						$	5,899						$	5,744
Long-term portion							65,433							64,373
Total						$	71,332						$	70,117

As of September 30, 2022 and December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $9,773 and $9,361, respectively, was as follows: (1) $5,899 and $5,744 for the first draw (including accrued interest and less unamortized discount and debt issuance costs of $26 and $180), respectively; and (2) $3,874 and $3,617 for the second draw (including accrued interest and less unamortized discount and debt issuance costs of $129 and $387), respectively. As of September 30, 2022, the effective interest of the Senior Secured Note, Delayed Draw Term Note first draw and second draw was 11.4%, 11.7% and 12.5%, respectively.

The following table summarizes principal maturities of long-term debt:

Years Ending December 31,
2022	$	5,924
2023		66,695
Total	$	72,619

Preferred Stock

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Preferred Stock

10. Preferred Stock

The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share, which as of September 30, 2022 has been designated and issued as follows:

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

	●	23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which 14,556 shares are outstanding.

Series H Preferred Stock

The Company recorded the issuance of 70,380 shares of the Company’s common stock upon conversion of 510 shares of the Company’s series H convertible preferred stock (the “Series H Preferred Stock”) during the nine months ended September 30, 2022, as reflected on the condensed consolidated statements of stockholders’ deficiency. The Company recorded the issuance of 6,888 shares of the Company’s common stock upon conversion of 50 shares of the Company’s Series H Preferred Stock during the three and nine months ended September 30, 2021, as reflected on the condensed consolidated statements of stockholders’ deficiency.

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 (the “Rights Agreement”), from the Company one one-thousandth of a share of the Company’s then-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 was entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock was 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 was entitled to receive 1,000 times the amount received per one share of the Company’s common stock.

The Rights Agreement was set to expire on May 3, 2022; however, on May 2, 2022, the Board elected to extend the expiration date by an amended and restated rights agreement (the “Extended Rights Agreement”), which was ratified by the Company’s stockholders on June 2, 2022.

The Company eliminated the Series L Preferred Stock. Even though the stockholders ratified the Extended Rights Agreement, the Board determined that the Rights Agreement was no longer necessary or in the best interest of the Company and its stockholders. The Board thus determined to terminate the Rights Agreement by amending its expiration date from May 3, 2024 to July 15, 2022 pursuant to an amendment to the Extended Rights Agreement. The amendment effectively terminated all preferred share purchase rights under the Rights Agreement such that they are no longer issued or outstanding.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders’ Equity

11.	Stockholders’ Equity

Common Stock

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

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

On April 27, 2022, the Company issued 7,851 shares of the Company’s common stock in connection with a previous merger with Say Media, Inc. (the “Say Media merger”). These shares were previously classified as common stock to be issued on the condensed consolidated statements of stockholders’ deficiency.

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 974,351 shares of the Company’s common stock, at a per share price of $15.40 for aggregate gross proceeds of $15,005 in a private placement. On September 2, 2021, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of 324,676 shares of the Company’s common stock, at a per share price of $15.40 for gross proceeds of $5,000 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, of which $100 was paid in cash to B. Riley, the Company received net proceeds of $19,838. The Company used the proceeds for general corporate purposes.

Common Stock Warrants

The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB Warrants”), L2 Capital, LLC (the “L2 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, 2022 are summarized as follows:

	Exercise Price		Expiration Date	Total Outstanding and Exercisable Shares
Strome Warrants	$	11.00	June 15, 2023		68,182
B. Riley Warrants		7.26	October 18, 2025		39,773
MDB Warrants		25.30	October 19, 2022		5,435
MDB Warrants		55.00	October 19, 2022		2,728
Total					116,118

The intrinsic value of exercisable but unexercised in-the-money stock warrants as of September 30, 2022 was $232, based on a fair market value of the Company’s common stock of $13.10 per share on September 30, 2022.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208762

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-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 18
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Compensation Plans

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Compensation Plans

12.	Compensation Plans

The Company provides stock-based compensation in the form of (a) restricted stock awards to certain employees (referred to as the “Restricted Stock Awards”), (b) stock option grants to employees, directors and consultants under the 2016 Stock Incentive Plan (the “2016 Plan”), (c) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the 2019 Equity Incentive Plan (the “2019 Plan”), (d) stock option awards, restricted stock awards and units, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the Equity Incentive Plan (the “2022 Plan”) (collectively, the 2016 Plan, 2019 Plan and 2022 Plan are referred to as the “Equity Plans”), (e) stock option awards outside of the 2016 Plan, 2019 Plan and 2022 Plan to certain officers, directors and employees (referred to as the “Outside Options”), (f) common stock warrants to the Company’s publisher partners (referred to as the “Publisher Partner Warrants”), and (g) common stock warrants to ABG (referred to as the “ABG Warrants”). Effective with the adoption of the 2022 Plan, the Company ceased issuing new awards under the 2016 Plan and 2019 Plan.

Stock-based compensation and equity-based expense charged to operations or capitalized during the three and nine months ended September 30, 2022 and 2021 are summarized as follows:

Summary of Stock-based Compensation

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Three Months Ended September 30, 2022
Cost of revenue	$	402	$	2,370	$	-	$	-	$	2,772
Selling and marketing		-		810		-		-		810
General and administrative		7		4,472		-		250		4,729
Total costs charged to operations		409		7,652		-		250		8,311
Capitalized platform development		-		404		-		-		404
Total stock-based compensation	$	409	$	8,056	$	-	$	250	$	8,715

During the Three Months Ended September 30, 2021
Cost of revenue	$	12	$	1,719	$	1	$	-	$	1,732
Selling and marketing		-		1,346		75		-		1,421
General and administrative		414		4,162		-		746		5,322
Total costs charged to operations		426		7,227		76		746		8,475
Capitalized platform development		2		482		3		-		487
Total stock-based compensation	$	428	$	7,709	$	79	$	746	$	8,962

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Nine Months Ended September 30, 2022
Cost of revenue	$	1,236	$	6,366	$	-	$	-	$	7,602
Selling and marketing		-		2,149		-		-		2,149
General and administrative		7		13,669		105		1,245		15,026
Total costs charged to operations		1,243		22,184		105		1,245		24,777
Capitalized platform development		-		1,529		-		-		1,529
Total stock-based compensation	$	1,243	$	23,713	$	105	$	1,245	$	26,306

During the Nine Months Ended September 30, 2021
Cost of revenue	$	61	$	4,865	$	4	$	-	$	4,930
Selling and marketing		-		3,835		224		-		4,059
General and administrative		560		10,642		-		1,498		12,700
Total costs charged to operations		621		19,342		228		1,498		21,689
Capitalized platform development		11		1,330		6		-		1,347
Total stock-based compensation	$	632	$	20,672	$	234	$	1,498	$	23,036

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, 2022 was as follows:

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
Unrecognized compensation cost	$	1,112	$	36,606	$	-	$	1,257	$	38,975
Expected weighted-average period expected to be recognized (in years)		0.68		2.22		-		1.25		2.14

Further details as of the date these condensed consolidated financial statements were issued are provided under the heading Compensation Plans in Note 17.

Stock Option Repricing

On March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted under the Company’s 2016 Plan and the 2019 Plan that had an exercise price above $8.82 per share, including certain outstanding stock options held by senior management of the Company. The Stock Option Repricing also included certain outstanding stock options granted outside of the 2016 Plan and 2019 Plan. The Stock Options Repricing was approved by the Board and stockholders. As a result of the Stock Option Repricing, the exercise prices were set to $8.82 per share, which was the closing sale price of the Company’s common stock as listed on the NYSE American exchange on March 18, 2022. Except for the repricing of the stock options under the 2019 Plan, all terms and conditions of each stock option remain in full force and effect. For the repricing of the stock options under the 2019 Plan, the Company (i) modified the exercise price; (ii) will allow cashless exercise as a method of paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements. All other term and conditions of each of the stock options under the 2019 Plan remain in full force and effect.

The Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company, including senior management, resulted in incremental cost of $6,061, of which $143 was recognized at the time of the Stock Option Repricing for the fully vested awards and included in the condensed consolidated statement of operations, and $5,918 will recognized over the remaining vesting term of the original award at the repricing date.

Revenue Recognition

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

13.	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

	2022		2021		2022		2021
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue by category:
Digital revenue
Digital advertising	$	28,513	$	18,325	$	74,852	$	39,397
Digital subscriptions		4,629		7,699		16,580		22,474
Other revenue		4,848		4,221		13,193		5,834
Total digital revenue		37,990		30,245		104,625		67,705
Print revenue
Print advertising		12,541		3,356		27,697		6,904
Print subscriptions		16,175		25,974		47,702		53,327
Total print revenue		28,716		29,330		75,399		60,231
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue by geographical market:
United States	$	64,187	$	57,764	$	174,680	$	123,652
Other		2,519		1,811		5,344		4,284
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue by timing of recognition:
At point in time	$	62,077	$	51,876	$	163,444	$	105,462
Over time		4,629		7,699		16,580		22,474
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue	$	66,706	$	59,575	$	180,024	$	127,936

Contract Balances

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

The following table provides information about contract balances:

	September 30, 2022		December 31, 2021

	As of
	September 30, 2022		December 31, 2021
Unearned revenue (short-term contract liabilities):
Digital subscriptions	$	18,020	$	14,693
Print revenue		33,663		39,337
	$	51,683	$	54,030
Unearned revenue (long-term contract liabilities):
Digital subscriptions	$	871	$	1,446
Print revenue		10,620		13,831
	$	11,491	$	15,277

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.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Paragraph 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14.	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, 2022 and 2021 was 2.2% and 0.3%, respectively. The deferred income tax benefit for the nine months ended September 30, 2022 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, 2022 and 2021.

- 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party

9 Months Ended

Sep. 30, 2022

Related Party

15.	Related Party

For the nine months ended September 30, 2022 and 2021, the Company had several transactions with B. Riley, a principal stockholder, where the Company paid fees associated with the common stock public offering totaling approximately $2,440 and $0, respectively.

For the three months ended September 30, 2022 and 2021, the Company paid in cash or accrued interest that was added to the principal on the Senior Secured Note and Delayed Draw Term Note due to B. Riley, a principal stockholder, of $1,856 (paid in cash) and $1,641 (accrued interest that was added to the principal), respectively. For the nine months ended September 30, 2022 and 2021, the Company paid in cash or accrued interest that was added to the principal on the Senior Secured Note and Delayed Draw Term Note due to B. Riley, a principal stockholder, of $5,507 (paid in cash) and $5,253 (accrued interest that was added to the principal), respectively.

Consulting and Service Contracts

For the three months ended September 30, 2022 and 2021, the Company paid James C. Heckman, its former Chief Executive Officer, consulting fees of $43 and $52, respectively, in connection with a consulting agreement, as amended from time to time. For the nine months ended September 30, 2022 and 2021, the Company paid Mr. Heckman consulting fees of $307 and $155, respectively, in connection with a consulting agreement, as amended from time to time. For the nine months ended September 30, 2022, the Company paid an entity affiliated with Mr. Heckman, Roundtable Media, L.L.C., a net revenue share amount of $52 and $82, respectively, in connection with a partner agreement.

Repurchases of Restricted Stock

On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with the HubPages merger (as further described in Note 6), pursuant to which the Company agreed to repurchase shares of the Company’s common stock from certain key personnel of HubPages, including from Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 16,802 shares of the Company’s common stock at a price of $88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr. Edmondson and his spouse of $67 per month. For the nine months ended September 30, 2022, the Company repurchased 9,927 shares of the Company’s common stock for $874. Effective April 4, 2022, Mr. Edmondson no longer has any shares of the Company’s common stock subject to repurchase.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16.	Commitments and Contingencies

Contingent Liability

In connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an investor presentation, which the Company publicly filed. Specifically, the furnishing of the investor presentation publicly may have constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act. Any liability would depend upon the number of shares purchased by investors who reviewed and relied upon the investor presentation. If a claim were brought by any such investor and a court were to conclude that the public disclosure of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold to the investors at the original purchase price, plus statutory interest. The Company could also incur considerable expense in contesting any such claims. As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or threatened by any investors. The likelihood and magnitude of this contingent liability, if any, is not determinable at this time.

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, 2022

Subsequent Events [Abstract]

Subsequent Events

17.	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.

Liquidated Damages

From October 1, 2022 through the date these condensed consolidated financial statements were issued, the Company accrued additional liquidated damages of $100 (including accrued interest) as a result of the Registration Rights Damages resulting from not registering Series K Preferred Stock timely, and the liquidated damages will continue to accrue until the registration statement registering such preferred stock is effective, up to a maximum of $473.

Athlon Acquisition

On September 16, 2022, management announced its plan to dispose of certain operations of Athlon, referred to as the Parade print business, after the last edition is distributed in November 2022, as well as the Relish and Spry Living print products after October 2022 (collectively, “Parade Print”). The Company expects to incur certain charges and settlement a potential liability (as further described below) in connection with these activities in the quarter ending December 31, 2022.

The Company estimates severance and related commissions for the employees, where the Company identified a number of Parade employees who are primarily focused on the print business and who will be departing in a one-time restructuring event of $1,000, and a potential liability to settle an existing purchase commitment for paper used in the production of Parade Print. The potential liability amount will be recorded at the time of the disposal.

As a result of the planned disposal, certain pro forma adjustments reflected in the supplemental pro forma information are subject to change.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company operates in one reportable segment.

Reverse Stock Split

Reverse Stock Split

Use of Estimates

Use of Estimates

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Loss per Common Share

Loss per Common Share

	2022		2021
	As of September 30,
	2022		2021
Series G convertible preferred stock		8,582		8,582
Series H Preferred Stock		2,008,728		2,692,906
Restricted Stock Awards		97,402		188,543
Financing Warrants		116,118		131,003
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		5,629		35,889
Equity Plans		7,583,100		7,646,788
Outside Options		134,098		138,644
Total		10,958,879		11,847,577

Reclassifications

Reclassifications

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Net Income (Loss) Per Common Share

	2022		2021
	As of September 30,
	2022		2021
Series G convertible preferred stock		8,582		8,582
Series H Preferred Stock		2,008,728		2,692,906
Restricted Stock Awards		97,402		188,543
Financing Warrants		116,118		131,003
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		5,629		35,889
Equity Plans		7,583,100		7,646,788
Outside Options		134,098		138,644
Total		10,958,879		11,847,577

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Acquisition [Line Items]

Summary of Price Allocation for Acquisition


Cash	$	2,604
Accounts receivable		10,855
Other current assets		1,337
Equity investment		2,450
Fixed assets		108
Digital content		355
Advertiser relationships		6,132
Trade names		2,277
Goodwill		2,935
Accounts payable		(7,416	)
Accrued expenses and other		(2,440	)
Unearned revenue		(1,203	)
Other long-term liabilities		(543	)
Deferred tax liabilities		(1,276	)
Net assets acquired	$	16,175

Schedule Of Supplemental Cash Flow Information

	2022			2021			2022			2021
	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Athlon from acquisition date of April 1, 2022 (unaudited):
Revenue	$	15,370		$	-		$	32,887		$	-
Net income		81			-			2,521			-
Combined entity supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited):
Revenue:
Athlon	$	15,370		$	15,966		$	48,797		$	51,458
Arena		51,336			59,575			147,137			127,936
Total supplemental pro forma revenue	$	66,706		$	75,541		$	195,934		$	179,394
Net income (loss):
Athlon	$	81		$	1,030		$	1,945		$	3,644
Arena		(16,586	)		(24,707	)		(58,682	)		(70,827	)
Adjustments		533			(306	)		(1,310	)		158
Total supplemental pro forma net loss	$	(15,972	)	$	(23,983	)	$	(59,047	)	$	(67,025	)

Athlon Holdings, Inc. [Member]

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	$	12,085
Common stock		3,141
Deferred cash payments, as discounted		949
Total purchase consideration	$	16,175

College Spun Media Incorporated [Member]

Business Acquisition [Line Items]

Schedule of Preliminary Purchase Price

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price


Cash	$	10,830
Deferred cash payments, as discounted		905
Total purchase consideration	$	11,735

Summary of Price Allocation for Acquisition


Cash	$	3,214
Accounts receivable		1,772
Other current assets		5
Brand name		5,175
Goodwill		3,479
Accrued expenses and other		(85)
Deferred tax liabilities		(1,825)
Net assets acquired	$	11,735

Petametrics Inc [Member]

Business Acquisition [Line Items]

Schedule of Preliminary Purchase Price

The composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Cash (including $35,000 of transaction related costs)	$	335
Restricted stock		168
Deferred cash payments		419
Deferred restricted stock		335
Total purchase consideration	$	1,257

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

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

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Office equipment and computers	$	1,670		$	1,345
Furniture and fixtures		228			1
Property and equipment, gross		1,898			1,346
Less accumulated depreciation and amortization		(1,105	)		(710	)
Net property and equipment	$	793		$	636

Summary of Platform Development Costs

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Platform development	$	19,948		$	21,997
Less accumulated amortization		(9,609	)		(12,698	)
Net platform development	$	10,339		$	9,299

Summary of Platform Development Cost Activity

A summary of platform development activity for the nine months ended September 30, 2022 is as follows:


Platform development beginning of year	$	21,997
Payroll-based costs capitalized during the period		3,990
Less dispositions		(7,357	)
Total capitalized costs		18,630
Stock-based compensation		1,529
Impairments		(211	)
Platform development end of period	$	19,948

Schedule of Intangible Assets Subjects to Amortization

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

	As of September 30, 2022							As of December 31, 2021
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(14,069	)	$	3,264	$	17,579	$	(11,465	)	$	6,114
Trade names		5,396		(1,069	)		4,327		3,328		(782	)		2,546
Brand names		6,025		(685	)		5,340		5,175		(298	)		4,877
Subscriber relationships		73,459		(43,510	)		29,949		73,459		(32,623	)		40,836
Advertiser relationships		8,372		(1,113	)		7,259		2,240		(570	)		1,670
Digital content		355		(89	)		266		-		-			-
Database		2,397		(1,647	)		750		2,397		(1,104	)		1,293
Subtotal amortizable intangible assets		113,337		(62,182	)		51,155		104,178		(46,842	)		57,336
Website domain name		-		-			-		20		-			20
Total intangible assets	$	113,337	$	(62,182	)	$	51,155	$	104,198	$	(46,842	)	$	57,356

Schedule of Goodwill

Goodwill – The changes in carrying value of goodwill are as follows:

Schedule of Goodwill

	September 30, 2022		December 31, 2021
	As of
	September 30, 2022		December 31, 2021
Carrying value at beginning of year	$	19,619	$	16,140
Goodwill acquired in acquisition of The Spun		-		3,479
Goodwill acquired in acquisition of Athlon		2,935		-
Carrying value at end of period	$	22,554	$	19,619

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases

Schedule of Supplemental Information Related to Operating Leases

The table below presents supplemental information related to operating leases:

	Nine Months Ended			Year Ended
	September 30, 2022			December 31, 2021
Operating lease costs during the period (1)	$	727		$	2,718
Cash payments included in the measurement of operating lease liabilities during the period	$	351		$	2,787
Weighted-average remaining lease term (in years) as of period-end		2.01			2.75
Weighted-average discount rate during the period		9.90	%		9.90	%

(1)

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

Schedule of Operating Lease Costs

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs

	2022			2021		2022			2021
	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022			2021
Operating lease costs:
Cost of revenue	$	-		$	630	$	-		$	1,261
Selling and marketing		-			181		-			362
General and administrative		328			148		891			297
Total operating lease costs (1)		328			959		891			1,920
Sublease income		(55	)		-		(164	)		-
Total	$	273		$	959	$	727		$	1,920

(1)

Summary of Maturity of Lease Liabilities

Maturities of the operating lease liability as of September 30, 2022 are summarized as follows:

Years Ending December 31,
2022 (remaining three months of the year)	$	120
2023		486
2024		373
Minimum lease payments		979
Less imputed interest		(95	)
Present value of operating lease liability	$	884
Current portion of operating lease liability	$	413
Long-term portion of operating lease liability		471
Total operating lease liability	$	884

Restricted Stock Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Restricted Stock Liabilities

Schedule of Components of Restricted Stock Liabilities

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

	September 30, 2022			December 31, 2021
	As of
	September 30, 2022			December 31, 2021
Restricted stock liabilities (before imputed interest)	$	2,307		$	3,801
Less imputed interest		(155	)		(177	)
Present value of restricted stock liabilities		2,152			3,624
Less principal payments during the period		(2,152	)		(1,472	)
Restricted stock liabilities at end of period (reflected in accrued expenses and other)	$	-		$	2,152

Liquidated Damages Payable (Tables)

9 Months Ended

Sep. 30, 2022

Liquidated Damages Payable

Summary of Liquidated Damages

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

Summary of Liquidated Damages

	As of September 30, 2022
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		618		626		533		1,777
Convertible debentures		-		704		258		962
Series J convertible preferred stock		932		932		467		2,331
Series K convertible preferred stock		191		478		82		751
Total	$	1,756	$	2,740	$	1,340	$	5,836

	As of December 31, 2021
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		1,164		1,172		792		3,128
Convertible debentures		-		873		242		1,115
Series I convertible preferred stock		1,386		1,386		613		3,385
Series J convertible preferred stock		1,560		1,560		490		3,610
Series K convertible preferred stock		180		722		50		952
Total	$	4,305	$	5,713	$	2,187	$	12,205

(1)

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

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2022

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, 2022							As of December 31, 2021
	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
Senior Secured Note, as amended, matures December 31, 2023	$	62,691	$	(1,132	)	$	61,559	$	62,691	$	(1,935	)	$	60,756
Delayed Draw Term Note, as amended, matures December 31, 2023		9,928		(155	)		9,773		9,928		(567	)		9,361
Total	$	72,619	$	(1,287	)	$	71,332	$	72,619	$	(2,502	)	$	70,117
Carrying value
Current portion						$	5,899						$	5,744
Long-term portion							65,433							64,373
Total						$	71,332						$	70,117

Schedule of Principal Maturities of Long-term Debt

The following table summarizes principal maturities of long-term debt:

Years Ending December 31,
2022	$	5,924
2023		66,695
Total	$	72,619

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
-SubTopic 10
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-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of Common Stock Financing Warrants Outstanding and Exercisable

The Financing Warrants outstanding and exercisable as of September 30, 2022 are summarized as follows:

	Exercise Price		Expiration Date	Total Outstanding and Exercisable Shares
Strome Warrants	$	11.00	June 15, 2023		68,182
B. Riley Warrants		7.26	October 18, 2025		39,773
MDB Warrants		25.30	October 19, 2022		5,435
MDB Warrants		55.00	October 19, 2022		2,728
Total					116,118

Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2022

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 and nine months ended September 30, 2022 and 2021 are summarized as follows:

Summary of Stock-based Compensation

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Three Months Ended September 30, 2022
Cost of revenue	$	402	$	2,370	$	-	$	-	$	2,772
Selling and marketing		-		810		-		-		810
General and administrative		7		4,472		-		250		4,729
Total costs charged to operations		409		7,652		-		250		8,311
Capitalized platform development		-		404		-		-		404
Total stock-based compensation	$	409	$	8,056	$	-	$	250	$	8,715

During the Three Months Ended September 30, 2021
Cost of revenue	$	12	$	1,719	$	1	$	-	$	1,732
Selling and marketing		-		1,346		75		-		1,421
General and administrative		414		4,162		-		746		5,322
Total costs charged to operations		426		7,227		76		746		8,475
Capitalized platform development		2		482		3		-		487
Total stock-based compensation	$	428	$	7,709	$	79	$	746	$	8,962

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
During the Nine Months Ended September 30, 2022
Cost of revenue	$	1,236	$	6,366	$	-	$	-	$	7,602
Selling and marketing		-		2,149		-		-		2,149
General and administrative		7		13,669		105		1,245		15,026
Total costs charged to operations		1,243		22,184		105		1,245		24,777
Capitalized platform development		-		1,529		-		-		1,529
Total stock-based compensation	$	1,243	$	23,713	$	105	$	1,245	$	26,306

During the Nine Months Ended September 30, 2021
Cost of revenue	$	61	$	4,865	$	4	$	-	$	4,930
Selling and marketing		-		3,835		224		-		4,059
General and administrative		560		10,642		-		1,498		12,700
Total costs charged to operations		621		19,342		228		1,498		21,689
Capitalized platform development		11		1,330		6		-		1,347
Total stock-based compensation	$	632	$	20,672	$	234	$	1,498	$	23,036

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, 2022 was as follows:

	Restricted
	Stock		Equity		Outside		ABG
	Awards		Plans		Options		Warrants		Totals
Unrecognized compensation cost	$	1,112	$	36,606	$	-	$	1,257	$	38,975
Expected weighted-average period expected to be recognized (in years)		0.68		2.22		-		1.25		2.14

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2022

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

	2022		2021		2022		2021
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue by category:
Digital revenue
Digital advertising	$	28,513	$	18,325	$	74,852	$	39,397
Digital subscriptions		4,629		7,699		16,580		22,474
Other revenue		4,848		4,221		13,193		5,834
Total digital revenue		37,990		30,245		104,625		67,705
Print revenue
Print advertising		12,541		3,356		27,697		6,904
Print subscriptions		16,175		25,974		47,702		53,327
Total print revenue		28,716		29,330		75,399		60,231
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue by geographical market:
United States	$	64,187	$	57,764	$	174,680	$	123,652
Other		2,519		1,811		5,344		4,284
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue by timing of recognition:
At point in time	$	62,077	$	51,876	$	163,444	$	105,462
Over time		4,629		7,699		16,580		22,474
Total	$	66,706	$	59,575	$	180,024	$	127,936
Revenue	$	66,706	$	59,575	$	180,024	$	127,936

Schedule of Contract with Customer, Asset and Liability

The following table provides information about contract balances:

	September 30, 2022		December 31, 2021

	As of
	September 30, 2022		December 31, 2021
Unearned revenue (short-term contract liabilities):
Digital subscriptions	$	18,020	$	14,693
Print revenue		33,663		39,337
	$	51,683	$	54,030
Unearned revenue (long-term contract liabilities):
Digital subscriptions	$	871	$	1,446
Print revenue		10,620		13,831
	$	11,491	$	15,277

Schedule of Net Income (Loss) Per Common Share (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	10,958,879	11,847,577
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,582	8,582
Series H Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,008,728	2,692,906
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	97,402	188,543
Financing Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	116,118	131,003
ABG Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	999,540	999,540
All Hip Hop Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,682	5,682
Publisher Partner Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,629	35,889
Equity Plans [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,583,100	7,646,788
Outside Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	134,098	138,644

Summary of Significant Accounting Policies (Details Narrative)	Feb. 09, 2022
Accounting Policies [Abstract]
Stockholders equity reverse stock split	The Company effected a 1-for-22 reverse stock split

Schedule of Preliminary Purchase Price (Details) - USD ($) $ in Thousands				9 Months Ended
	Apr. 02, 2022	Jul. 15, 2021	Jun. 04, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Cash				$ 10,331	$ 7,357
Athlon Holdings, Inc. [Member]
Business Acquisition [Line Items]
Cash	$ 12,085
Common stock	3,141
Deferred cash payments, as discounted	949
Total purchase consideration	16,175
Total purchase consideration	$ 16,175
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Cash			$ 10,830
Total purchase consideration			11,735
Deferred cash payments			$ 905
Fulltime Fantasy Sports LLC [Member]
Business Acquisition [Line Items]
Deferred cash payments		$ 419
Cash		335
Restricted stock		168
Deferred restricted stock		335
Total purchase consideration		$ 1,257

Summary of Price Allocation for Acquisition (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Apr. 02, 2022	Dec. 31, 2021	Jun. 04, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash		$ 1,840
Goodwill	$ 22,554		$ 19,619		$ 16,140
Net assets acquired		16,175
Athlon Holdings, Inc. [Member]
Business Acquisition [Line Items]
Cash		2,604
Accounts receivable		10,855
Other current assets		1,337
Equity investment		2,450
Fixed assets		108
Digital content		355
Advertiser relationships		6,132
Trade names		2,277
Goodwill		2,935
Accounts payable		(7,416)
Accrued expenses and other		(2,440)
Unearned revenue		(1,203)
Other long-term liabilities		(543)
Deferred tax liabilities		$ (1,276)
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Cash				$ 3,214
Accounts receivable				1,772
Other current assets				5
Goodwill				3,479
Accrued expenses and other				(85)
Deferred tax liabilities				(1,825)
Net assets acquired				11,735
Brand name				$ 5,175

Schedule Of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Total supplemental pro forma revenue	$ 15,370		$ 32,887
Total supplemental pro forma net loss	81		2,521
Athlon [Member]
Total supplemental pro forma revenue	15,370	15,966	48,797	51,458
Total supplemental pro forma net loss	81	1,030	1,945	3,644
Arena [Member]
Total supplemental pro forma revenue	51,336	59,575	147,137	127,936
Total supplemental pro forma net loss	(16,586)	(24,707)	(58,682)	(70,827)
Pro Forma [Member]
Total supplemental pro forma revenue	66,706	75,541	195,934	179,394
Total supplemental pro forma net loss	(15,972)	(23,983)	(59,047)	(67,025)
Adjustment [Member]
Total supplemental pro forma net loss	$ 533	$ (306)	$ (1,310)	$ 158

Schedule of Preliminary Purchase Price (Details) (Parenthatical)	Jul. 15, 2021 USD ($)
Business Acquisition [Line Items]
Business acquisition, transaction costs	$ 35,000
Fulltime Fantasy Sports LLC [Member]
Business Acquisition [Line Items]
Business acquisition, transaction costs	$ 35,000

Acquisitions (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended
Acquisitions (Details Narrative) - USD ($)	Sep. 27, 2022	Apr. 02, 2022	Jul. 15, 2021	Jun. 04, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Business combination acquired cash		$ 1,840,000
Payments for acquire									$ 10,331,000	$ 7,357,000
Stock issued during period value new issues										19,838,000
Depreciation and amortization						$ 150,000	$ 114,000		395,000	334,000
Deferred income tax expense benefit						533,000	0		1,276,000	1,276,000
Nonrecurring cost									200,000	200,000
Cash payment	$ 850,000
Purchase Obligation	$ 850,000
Useful life	10 years
Restricted stock award gross			34,092
Transaction costs related to acquisition			$ 35,000
Pro Forma [Member]
Business Acquisition [Line Items]
Depreciation and amortization						$ 0	$ 306,000		$ 234,000	918,000
Common Stock [Member]
Business Acquisition [Line Items]
Stock issued during period value new issues										$ 13,000
Restricted stock award gross						541,719	22,728		718,530	22,728
Athlon Holdings, Inc. [Member]
Business Acquisition [Line Items]
Acquired percentage		100.00%
Business combination, consideration transferred		$ 16,175,000
Business combination acquired cash		2,604,000
Cash acquired from acquisition		13,162,000
Payments to be acquire		$ 1,322,000
Issuance of common stock		314,103
Acquisition description		The amount estimated to be paid post-closing of $1,322 will be or was paid as follows: (i) $1,077 will be paid on the nine-month anniversary of the closing date, or January 1, 2023 (consisting of $3,000 for the deferred cash payments, as discounted, less a $1,923 cash adjustment); and (ii) $245 was paid within two business days from the date the Company received proceeds of $2,450 from the sale of the equity investment in Just Like Falling Off a Bike, LLC that was held by Athlon as of the closing date (paid on April 7, 2022)						After the condensed consolidated financial statements for the quarterly period ended June 30, 2022 were issued, the Company received an updated valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company estimated that the purchase consideration decreased by $940. The decrease in the purchase price was related to a decrease in the working capital adjustment of $180, an increase in fixed assets of $46, a decrease in identifiable assets of $477 (digital content increased $355, advertiser relationships decreased $498, and trade names decreased $334), a decrease in deferred tax liabilities of $533, and a decrease in goodwill of $862
Restructuring and related cost, incurred cost		$ 200,000
Athlon Holdings, Inc. [Member] \| Digital Content [Member]
Business Acquisition [Line Items]
Useful life		2 years
Athlon Holdings, Inc. [Member] \| Advertiser Relationship [Member]
Business Acquisition [Line Items]
Useful life		8 years 9 months
Athlon Holdings, Inc. [Member] \| Trade Name [Member]
Business Acquisition [Line Items]
Useful life		14 years 6 months
Athlon Holdings, Inc. [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Stock issued during period value new issues		$ 3,000,000
Athlon Holdings, Inc. [Member] \| 2022 Acquisitions [Member]
Business Acquisition [Line Items]
Business combination, consideration transferred		16,175,000
Payments for acquire		11,840,000
Fair value of acquisition		$ 3,141,000
College Spun Media Incorporated [Member]
Business Acquisition [Line Items]
Business combination acquired cash				$ 3,214,000
Cash acquired from acquisition				11,830,000
Restructuring and related cost, incurred cost				$ 128,000		$ 533,000	$ 306,000		$ 1,310,000	$ 158,000
Useful life				10 years
Restricted stock award gross				194,806
Business combination step acquisition equity interest in acquiree fair value1					$ 5,175,000
Working capital					1,932,000
Good will period increase decrease					$ 3,977,000
College Spun Media Incorporated [Member] \| Closing [Member]
Business Acquisition [Line Items]
Payments to acquire productive assets				$ 10,830,000
College Spun Media Incorporated [Member] \| First Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period value purchase of assets				500,000
College Spun Media Incorporated [Member] \| Second Anniversary Date [Member]
Business Acquisition [Line Items]
Stock issued during period value 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				$ 830,000
Fulltime Fantasy Sports LLC [Member]
Business Acquisition [Line Items]
Business combination, consideration transferred			1,257,000
Payments for acquire			335,000
Fair value of acquisition			$ 168,000
Stock Issued During Period, Shares, Purchase of Assets			11,364
Transaction costs related to acquisition			$ 35,000
Fulltime Fantasy Sports LLC [Member] \| December Thirty One Two Thousand Twenty One [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Purchase of Assets			11,364
Fulltime Fantasy Sports LLC [Member] \| January 1, 2022 [Memberz]
Business Acquisition [Line Items]
Repayments of Other Debt			$ 225,000					$ 225,000
Fulltime Fantasy Sports LLC [Member] \| June Thirty Two Thousand Twenty Two [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Purchase of Assets			11,364

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,898	$ 1,346
Less accumulated depreciation and amortization	(1,105)	(710)
Net property and equipment	793	636
Office Equipment And Computers [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,670	1,345
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 228	$ 1

Summary of Platform Development Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Platform development	$ 19,948	$ 21,997
Less accumulated amortization	(9,609)	(12,698)
Net platform development	$ 10,339	$ 9,299

Summary of Platform Development Cost Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Stock-based compensation	$ 24,777	$ 21,689
Impairments		(427)
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Platform development beginning of year	21,997
Payroll-based costs capitalized during the period	3,990
Less dispositions	(7,357)
Total capitalized costs	18,630
Stock-based compensation	1,529
Impairments	(211)	$ (435)
Platform development end of period	$ 19,948

Schedule of Intangible Assets Subjects to Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 113,337	$ 104,198
Intangible assets, accumulated amortization	(62,182)	(46,842)
Intangible assets, net	51,155	57,356
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	17,333	17,579
Intangible assets, accumulated amortization	(14,069)	(11,465)
Intangible assets, net	3,264	6,114
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,396	3,328
Intangible assets, accumulated amortization	(1,069)	(782)
Intangible assets, net	4,327	2,546
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	6,025	5,175
Intangible assets, accumulated amortization	(685)	(298)
Intangible assets, net	5,340	4,877
Subscriber Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	73,459	73,459
Intangible assets, accumulated amortization	(43,510)	(32,623)
Intangible assets, net	29,949	40,836
Advertiser Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	8,372	2,240
Intangible assets, accumulated amortization	(1,113)	(570)
Intangible assets, net	7,259	1,670
Digital Content [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	355
Intangible assets, accumulated amortization	(89)
Intangible assets, net	266
Database Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,397	2,397
Intangible assets, accumulated amortization	(1,647)	(1,104)
Intangible assets, net	750	1,293
Subtotal Amortizable Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	113,337	104,178
Intangible assets, accumulated amortization	(62,182)	(46,842)
Intangible assets, net	51,155	57,336
Website Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross		20
Intangible assets, accumulated amortization
Intangible assets, net		$ 20

Schedule of Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Schedule of Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Carrying value at beginning of year	$ 19,619	$ 16,140
Carrying value at end of period	22,554	19,619
Spun [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition of Athlon		3,479
Athlon [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition of Athlon	$ 2,935

- Definition

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

+ References + Details

Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts	$ 2,278		$ 2,278		$ 1,578
Short term acquisition cost	22,800		22,800		30,162
Long term acquisition cost	7,497		7,497		8,235
Royalty Expense			15,000
Advance Royalties	0	$ 15,000	0	$ 15,000	$ 11,250
Depreciation and amortization expense	150	114	395	334
Asset impairment charges				427
Amortization expense of intangible asset	5,230	5,039	15,560	14,941
Impairment charges	209		42
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Asset impairment charges			211	435
Amortization expense	$ 1,511	$ 1,144	$ 4,268	$ 3,273

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

Leases

Operating lease costs during the period

$ 273

$ 959

$ 727

^[1]

$ 1,920

$ 2,718

^[1]

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

$ 351

$ 2,787

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

2 years 3 days

2 years 9 months

Weighted-average discount rate during the period

9.90%

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

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

^[1]

Operating lease costs:

Total

$ 273

$ 959

$ 727

^[1]

$ 1,920

$ 2,718

Total operating lease costs (1)

^[2]

328

959

891

1,920

Sublease income

(55)

(164)

Cost Of Revenue [Member]

Operating lease costs:

Total

630

1,261

Selling and Marketing Expense [Member]

Operating lease costs:

Total

181

362

General and Administrative Expense [Member]

Operating lease costs:

Total

$ 328

$ 148

$ 891

$ 297

[1]	Operating lease costs is presented net of sublease income that is not material.
[2]	Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the three and nine months ended September 30, 2022 of $170 and $510, respectively, and month-to-month lease arrangements for the three and nine months ended September 30, 2022 of $95 and $191, respectively.

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2021

^[1]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

$ 273

$ 959

$ 727

^[1]

$ 1,920

$ 2,718

Business Membership Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

170

510

Month To Month Lease Arrangement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

$ 95

$ 191

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

Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Leases
2022 (remaining three months of the year)	$ 120
2023	486
2024	373
Minimum lease payments	979
Less imputed interest	(95)
Total operating lease liability	884
Current portion of operating lease liability	413	$ 374
Long-term portion of operating lease liability	$ 471	$ 785

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 01, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease operating term					2 years 3 days
Sublease income	$ 55		$ 164
Operating lease liability	$ 884		884
Sublease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublease income			$ 537
Business Membership Agreement [Member] \| York factory LLC [Member] \| 110 Accounts [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating lease liability						$ 57

Line of Credit (Details Narrative) - USD ($) $ in Thousands	Dec. 06, 2021	Sep. 30, 2022	Dec. 31, 2021
Eligible accounts receivable percentage	85.00%
Lines of credit current		$ 18,474	$ 11,988
Fast Pay Credit Facility [Member]
Lines of credit current		$ 18,474	$ 11,988
Financing and Security Agreement [Member] \| FPP Finance LLC [Member] \| Maximum [Member]
Line of credit	$ 25,000
Line of credit interest rate	8.50%
Financing and Security Agreement [Member] \| FPP Finance LLC [Member] \| Minimum [Member]
Line of credit	$ 15,000
Line of credit interest rate	6.00%

- 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

- Definition

The carrying value as of the balance sheet date of the current portion 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) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Restricted Stock Liabilities
Restricted stock liabilities (before imputed interest)	$ 2,307	$ 3,801
Less imputed interest	(155)	(177)
Present value of restricted stock liabilities	2,152	3,624
Less principal payments during the period	(2,152)	(1,472)
Restricted stock liabilities at end of period (reflected in accrued expenses and other)		$ 2,152

Restricted Stock Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested				48,389
Purchase price per share				$ 88.00
Restricted stock	$ 2,307		$ 3,801
Less imputed interest	$ (155)		$ (177)
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock repurchased during period shares	26,214	12,098
Restricted stock	$ 2,307	$ 1,419
Less imputed interest	$ 155	$ 254

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

Sep. 30, 2022

Dec. 31, 2021

Registration Rights Damages

$ 1,756

$ 4,305

Public Information Failure Damage

2,740

5,713

Accrued Interest

1,340

2,187

Balance

5,836

12,205

MDB Common Stock To Be Issued [Member]

Registration Rights Damages

^[1]

Public Information Failure Damage

^[1]

Accrued Interest

^[1]

Balance

^[1]

Series H Preferred Stock [Member]

Registration Rights Damages

618

1,164

Public Information Failure Damage

626

1,172

Accrued Interest

533

792

Balance

1,777

3,128

Convertible Debentures [Member]

Registration Rights Damages

Public Information Failure Damage

704

873

Accrued Interest

258

242

Balance

962

1,115

Series J Convertible Preferred Stock [Member]

Registration Rights Damages

932

1,560

Public Information Failure Damage

932

1,560

Accrued Interest

467

490

Balance

2,331

3,610

Series K Convertible Preferred Stock [Member]

Registration Rights Damages

191

180

Public Information Failure Damage

478

722

Accrued Interest

Balance

$ 751

952

Series I Convertible Preferred Stock [Member]

Registration Rights Damages

1,386

Public Information Failure Damage

1,386

Accrued Interest

613

Balance

$ 3,385

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

Liquidated Damages Payable (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 24, 2022	Jan. 24, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Liquidating damages payable			$ 339	$ 639
Accrued interest			143	300
Liquidated damages payable current			5,836	5,836		$ 5,197
Liquidating damages payable, net of current portion			0	$ 0		$ 7,008
Liquidated damages payable accrued interest percentage				1.00%
Number of share issued value					$ 19,838
Liquidated damages				$ 323
Several Stock Purchase Agreements [Member] \| Several Investors [Member]
Stock issued during period shares new issues	505,671
Shares issued price per share	$ 13.86	$ 13.86
Loss contingency damages sought value	$ 7,008
Resale of common shares		505,671
Number of share issued value		$ 6,685
Liquidated damages	$ 323
Series K Convertible Preferred Stock [Member]
Liquidating damages payable			$ 197	$ 197

Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Change in valuation of warrant derivative liabilities		$ 802		$ 497

Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Principal balance (including accrued interest), total	$ 72,619	$ 72,619
Unamortized discount and debt issuance cost, total	(1,287)	(2,502)
Carrying value, total	71,332	70,117
Current portion of long-term debt	5,899	5,744
Long term debt, non current	$ 65,433	64,373
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Maturity date	Dec. 31, 2023
Principal balance (including accrued interest), total	$ 62,691	62,691
Unamortized discount and debt issuance cost, total	(1,132)	(1,935)
Carrying value, total	61,559	$ 60,756
Delayed Draw Term Note [Member]
Short-Term Debt [Line Items]
Maturity date		Dec. 31, 2023
Principal balance (including accrued interest), total	9,928	$ 9,928
Unamortized discount and debt issuance cost, total	(155)	(567)
Carrying value, total	$ 9,773	$ 9,361

- Definition

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

+ References + Details

Schedule of Principal Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022	$ 5,924
2023	66,695
Total	$ 72,619	$ 72,619

Long-term Debt (Details Narrative) - USD ($) $ in Thousands	Feb. 15, 2023	Dec. 28, 2021	May 19, 2021	Oct. 23, 2020	Mar. 24, 2020	Sep. 30, 2022	Jan. 23, 2022	Dec. 31, 2021	Dec. 06, 2021	Mar. 31, 2021	Jun. 19, 2019
Short-Term Debt [Line Items]
Carrying value						$ 71,332		$ 70,117
Delayed Draw Term Note One [Member]
Short-Term Debt [Line Items]
Accrued interest						5,899		5,744
Unamortized discount and debt issuance costs						26		180
Delayed Draw Term Note Two [Member]
Short-Term Debt [Line Items]
Accrued interest						3,874		3,617
Unamortized discount and debt issuance costs						$ 129		387
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Debt instrument, Principal amount										$ 8,000	$ 51,336
Debt instrument interest rate, percentage			12.00%			11.40%	10.00%
Debt instrument interest rate, decrease			10.00%
Principal amount									$ 25,000
Carrying value						$ 61,559		60,756
Senior Secured Note [Member] \| Delayed Draw Term Note [Member]
Short-Term Debt [Line Items]
Debt instrument, Principal amount					$ 12,000
Delayed Draw Term Note [Member]
Short-Term Debt [Line Items]
Debt instrument, Principal amount					$ 12,000
Debt instrument interest rate, percentage			15.00%		15.00%
Debt instrument interest rate, decrease			10.00%
Proceeds from issuance of debt		$ 5,086			$ 6,914
Debt instrument, periodic payment				$ 3,367
Commitment and funding, fees		509
Working capital		$ 4,578
Carrying value						$ 9,773		$ 9,361
Delayed Draw Term Note [Member] \| Forecast [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	10.00%
Debt instrument, periodic payment	$ 5,925
Debt instrument periodic payment, interest	$ 4,000
Delayed Draw Term Note First Draw [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage						11.70%
Delayed Draw Term Note Second Draw [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage						12.50%

Preferred Stock (Details Narrative) - $ / shares	May 04, 2021	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred stock, par value		$ 0.01
Convertible preferred stock shares upon conversion		70,380		6,888
Series G Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized		1,800
Temporary equity, shares outstanding		168
Series H Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity, shares authorized		23,000	23,000
Temporary equity, shares outstanding		14,556	15,066
Convertible preferred stock shares upon conversion		510		50
Series L Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value	$ 0.01
Conversion price	$ 4.00
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 non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock was 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 was entitled to receive 1,000 times the amount received per one share of the Company’s common stock.

Schedule of Common Stock Financing Warrants Outstanding and Exercisable (Details)	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Outstanding and Exercisable Financing Warrants (Shares)	116,118
Strome Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Financing Warrants Exercise Price \| $ / shares	$ 11.00
Financing Warrants Expiration Date	Jun. 15, 2023
Total Outstanding and Exercisable Financing Warrants (Shares)	68,182
B. Riley Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Financing Warrants Exercise Price \| $ / shares	$ 7.26
Financing Warrants Expiration Date	Oct. 18, 2025
Total Outstanding and Exercisable Financing Warrants (Shares)	39,773
MDB Warrants One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Financing Warrants Exercise Price \| $ / shares	$ 25.30
Financing Warrants Expiration Date	Oct. 19, 2022
Total Outstanding and Exercisable Financing Warrants (Shares)	5,435
MDB Warrants Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Financing Warrants Exercise Price \| $ / shares	$ 55.00
Financing Warrants Expiration Date	Oct. 19, 2022
Total Outstanding and Exercisable Financing Warrants (Shares)	2,728

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							9 Months Ended
	Apr. 27, 2022	Mar. 11, 2022	Feb. 15, 2022	Sep. 02, 2021	May 25, 2021	May 20, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized							1,000,000,000		1,000,000,000
Common stock, par value							$ 0.01		$ 0.01
Gross proceed from offerings							$ 32,058
Proceeds from Issuance of Private Placement								$ 20,005
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate intrinsic value							$ 232
Common stock, price per share							$ 13.10
Securities Purchase Agreements [Member] \| Accredited Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares sold				324,676	974,351	974,351
Stock price				$ 15.40	$ 15.40	$ 15.40
Proceeds from Issuance of Private Placement				$ 5,000	$ 15,005	$ 15,005
Legal fees							$ 167
Securities Purchase Agreements [Member] \| B. Riley [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceed from offerings							19,838
Legal fees							100
Say Media, Inc. [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	7,851
Underwriting Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceed from offerings							$ 34,498
Number of common shares sold		545,239	3,636,364				4,181,603
Stock price							$ 8.25
Net proceed from offerings							$ 32,058
Offering costs							1,568
Issuance of common stock							$ 30,490

Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	$ 40,504	$ 32,215	$ 115,730	$ 83,264
Selling and marketing	20,103	22,892	56,626	54,232
General and administrative	13,847	14,557	43,325	37,587
Total stock-based compensation			24,777	21,689
Stock-based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	2,772	1,732	7,602	4,930
Selling and marketing	810	1,421	2,149	4,059
General and administrative	4,729	5,322	15,026	12,700
Total costs charged to operations	8,311	8,475	24,777	21,689
Capitalized platform development	404	487	1,529	1,347
Total stock-based compensation	8,715	8,962	26,306	23,036
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	250	746	1,245	1,498
Total costs charged to operations	250	746	1,245	1,498
Capitalized platform development
Total stock-based compensation	250	746	1,245	1,498
Restricted Stock [Member] \| Stock-based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	402	12	1,236	61
Selling and marketing
General and administrative	7	414	7	560
Total costs charged to operations	409	426	1,243	621
Capitalized platform development		2		11
Total stock-based compensation	409	428	1,243	632
Equity Plan [Member] \| Stock-based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	2,370	1,719	6,366	4,865
Selling and marketing	810	1,346	2,149	3,835
General and administrative	4,472	4,162	13,669	10,642
Total costs charged to operations	7,652	7,227	22,184	19,342
Capitalized platform development	404	482	1,529	1,330
Total stock-based compensation	8,056	7,709	23,713	20,672
Outside Options [Member] \| Stock-based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue		1		4
Selling and marketing		75		224
General and administrative			105
Total costs charged to operations		76	105	228
Capitalized platform development		3		6
Total stock-based compensation		$ 79	$ 105	$ 234

Schedule of Unrecognized Compensation Expense (Details) - Stock-based Compensation [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 38,975
Weighted average period expected to be recognized	2 years 1 month 20 days
ABG Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,257
Weighted average period expected to be recognized	1 year 3 months
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,112
Weighted average period expected to be recognized	8 months 4 days
Equity Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 36,606
Weighted average period expected to be recognized	2 years 2 months 19 days
Outside Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense
Weighted average period expected to be recognized

Compensation Plans (Details Narrative) $ / shares in Units, $ in Thousands	Mar. 18, 2022 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation arrangement options grants \| shares	4,343,017
Share based compensation arrangement incremental cost	$ 6,061
Share based compensation arrangement outstanding aggregate intrinsic value	143
Original award repricing date	$ 5,918
2016 and 2019 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Excercise price \| $ / shares	$ 8.82

Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 66,706	$ 59,575	$ 180,024	$ 127,936
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	62,077	51,876	163,444	105,462
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	4,629	7,699	16,580	22,474
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue	64,187	57,764	174,680	123,652
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue	2,519	1,811	5,344	4,284
Digital Advertising [Member]
Disaggregation of Revenue [Line Items]
Revenue	28,513	18,325	74,852	39,397
Digital Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Revenue	4,629	7,699	16,580	22,474
Other Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	4,848	4,221	13,193	5,834
Digital Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	37,990	30,245	104,625	67,705
Print Advertising [Member]
Disaggregation of Revenue [Line Items]
Revenue	12,541	3,356	27,697	6,904
Print Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Revenue	16,175	25,974	47,702	53,327
Print Revenue [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 28,716	$ 29,330	$ 75,399	$ 60,231

Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total unearned revenue (short-term contract liabilities)	$ 51,683	$ 54,030
Total unearned revenue (long-term contract liabilities)	11,491	15,277
Digital Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Total unearned revenue (short-term contract liabilities)	18,020	14,693
Total unearned revenue (long-term contract liabilities)	871	1,446
Print Revenue [Member]
Disaggregation of Revenue [Line Items]
Total unearned revenue (short-term contract liabilities)	33,663	39,337
Total unearned revenue (long-term contract liabilities)	$ 10,620	$ 13,831

Income Taxes (Details Narrative)	9 Months Ended
Income Taxes (Details Narrative)	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Provision effective tax rate benefit	2.20%	0.30%

Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Jul. 15, 2021	Dec. 15, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Revenue			$ 66,706	$ 59,575	$ 180,024	$ 127,936
Number of restricted shares	34,092
Stock repurchased during period, value
Restricted Stock [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of restricted shares		16,802
Share Price		$ 88.00
Stock repurchase value		$ 67
Stock repurchased during period, shares					26,214	12,098
Restricted Stock Units (RSUs) [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock repurchased during period, shares					9,927
Stock repurchased during period, value					$ 874
B. Riley [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Paid fees to related party			2,440	0	2,440	$ 0
Paid in cash			1,856	1,856	5,507	5,507
Accrued interest and principal amount			1,641	1,641	5,253	5,253
James C. Heckman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Consulting fees			43	$ 52	307	$ 155
Revenue			$ 52		$ 82

Subsequent Events (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Nov. 09, 2022 USD ($)
Subsequent Event [Line Items]
Liquidated damages	100
Severance Costs	$ 1,000
Series K Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Liquidated damages	473