What changed in this filing

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Item 1A. Risk Factors

2022-04-01 compared with 2021-08-16 · 404 added, 317 removed, 255 unchanged (74% of the section changed)

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If any of the following risks actually occur, our business, financial condition, results of operations,

cash flows, and/or our ability to pay our debts and other liabilities could suffer.

As a result, the trading price and liquidity of our

securities could decline, perhaps significantly, and you could lose all or part of your investment.

The risks discussed below also include

forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.

See the section entitled “Cautionary Note Concerning Forward-Looking Statements.”

cash flows, or our ability to pay our debts and other liabilities could suffer.

As a result, the trading price and liquidity of our securities

could decline, perhaps significantly, and you could lose all or part of your investment.

The risks discussed below also include forward-looking

statements and our actual results may differ substantially from those discussed in these forward-looking statements.

See the section

entitled “Cautionary Statement Regarding Forward-Looking Statements.”

RELATED TO OUR BUSINESS AND OUR FINANCIAL CONDITION

business operations have been and may continue to be materially and adversely affected by the outbreak of the novel coronavirus (“COVID-19”).

An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread globally.

In March 2020, the World

Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure.

COVID-19 continues

to spread throughout the world.

Many national governments and sports authorities around the world made the decision to postpone/cancel

high attendance sports events in an effort to reduce the spread of the COVID-19 virus.

In addition, many governments and businesses limited

non-essential work activity, furloughed, and/or terminated many employees and closed some operations and/or locations, all of which has

had a negative impact on the economic environment.

in March 2020, as a result of the COVID-19 pandemic, our revenue and earnings began to decline largely due to the cancellation of high

attendance sports events and the resulting decrease in traffic to the Maven Platform and advertising revenue.

This initial decrease in

revenue and earnings were partially offset by revenues generated by TheStreet, as well as some recovery of sporting events (including,

in some cases, limited in-person attendance) that have generated content for the Sports Illustrated Licensed Brands.

Through the spring

of 2021, we have increasingly seen sports leagues and events return to pre-pandemic scheduling, as well as additional lifting of restrictions

on in-person attendance at sporting events, which have continued to result in some recovery of our operational and financial performance.

Despite this initial recovery, the future impact, or continued impact, from the COVID-19 pandemic remains uncertain.

extent of the impact on our operational and financial performance will depend, in part, on future developments, including the duration

and spread of the COVID-19 pandemic, related group gathering and sports event advisories and restrictions, and the extent and effectiveness

of containment actions taken, all of which remain uncertain at the time of issuance of our accompanying consolidated financial statements.

and other impacts of the COVID-19 pandemic, or other pandemics or epidemics, could have the effect of heightening many of the other risks

described in this Annual Report under the “Risk Factors”

of the effects of COVID-19 pandemic and the uncertainty about their persistence, we may need to raise more capital to continue operations.

At December 31, 2020, we had cash of approximately $9.0 million.

From January 1, 2021 through the issuance date of our accompany

consolidated financial statements, we raised aggregate net proceeds of approximately $19.6 million through private placements of our

common stock, of which approximately $11 million was applied to the cash portion of the purchase of The Spun.

As of the date our accompanying

consolidated financial statements for the year ended December 31, 2020 were issued or were available to be issued, we had cash of approximately

$7.5 million.

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ,

under the section entitled “Future Liquidity,”

for additional information.

We have seen stabilization in our markets since

May of 2020 and believe that based on our current assessment of the impact of COVID-19, we have sufficient resources to fully

fund our business operations through 12 months from the issuance date of our accompanying consolidated financial statements.

due to the continuing uncertainty regarding the duration of the impact of COVID-19 and its effect on our financial performance and the

potential that our traffic and advertising revenue becomes destabilized again, we may require additional capital.

We have not had difficulties

accessing the capital markets during 2020 and 2021, however, due to the continuing uncertainty surrounding COVID-19, we may experience

difficulties in the future.

business operations may be materially and adversely affected by the coronavirus (“COVID-19”) pandemic.

The COVID-19 pandemic has had, and continues to have, a significant impact around the world, prompting governments and businesses

to take unprecedented measures in response.

Such measures have included restrictions on travel and business operations, temporary closures

of businesses, quarantine and shelter-in-place orders, and postponement or cancellation of in-person events, including sporting events.

The COVID-19 pandemic has, at times, significantly curtailed global economic activity and caused significant volatility and

disruption in global financial markets.

The COVID-19 pandemic has had less of an impact during fiscal year 2021 on our business and results

of operations than the prior fiscal year due to sporting events and society generally being less restricted and impacted by the pandemic.

That does not, however, provide assurance that future variants of COVID-19, or other diseases, will not emerge.

If that happens, it is

possible that the sporting events will again be postponed or canceled.

Given that Sports Illustrated, which relies on sporting events

to generate content for the Sports Illustrated media business, comprises a material portion of our revenues, our cash flows and

results of operations are susceptible to a widespread cancellation of sporting events or a general limitation of societal activity

akin to what is widely known to have occurred in the Unites States and elsewhere during the 2020 calendar year.

Future widespread shutdowns

of in-person economic activity could have a materially detrimental impact on our business.

We continue to monitor the situation and take

appropriate actions in accordance with the recommendations and requirements of relevant authorities.

market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances that we will be able

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results, and financial condition.

have incurred losses since our inception, have yet to achieve profitable operations, and anticipate that we will continue to incur losses

for the foreseeable future.

We have had losses from inception, and as a result, have relied on capital funding or borrowings

to fund our operations.

Our accumulated deficit as of December 31, 2020 was approximately $162.1 million.

We have not issued our financial

statements for any periods during fiscal 2021.

While we anticipate generating positive cash flow in fiscal 2021, the uncertainty surrounding

the COVID-19 pandemic yields some doubt as to our ability to do so and could require us to raise additional capital.

We cannot predict

whether we will be able to continue to find capital to support our business plan if the negative effects of the COVID-19 pandemic continue

longer than anticipated.

identified material weaknesses in our internal control over financial reporting.

If we do not adequately address these material weaknesses

or if other material weaknesses or significant deficiencies in our internal control over financial reporting are discovered, our financial

statements could contain material misstatements and our business, operations and stock price may be adversely affected.

under Item 9A, Controls and Procedures , of this Annual Report, our management has identified material weaknesses in our internal

control over financial reporting at December 31, 2020 and we expect to continue to have material weaknesses in our internal controls

over financial reporting at March 31, 2021, June 30, 2021 and September 30, 2021.

We expect to have remediated our material weaknesses

in our internal control over financial reporting by December 31, 2021, of which there can be no assurance.

Under standards established

by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements

will not be prevented or detected on a timely basis.

Although no material misstatement of our historical financial statements was identified,

the existence of these material weaknesses or significant deficiencies could result in material misstatements in our financial statements

and we could be required to restate our financial statements.

Further, significant costs and resources may be needed to remediate the

identified material weaknesses or any other material weaknesses or internal control deficiencies.

If we are unable to remediate, evaluate,

and test our internal controls on a timely basis in the future, management will be unable to conclude that our internal controls are

effective and our independent registered public accounting firm will be unable to express an unqualified opinion on the effectiveness

of our internal controls.

If we cannot produce reliable financial reports, investors may lose confidence in our financial reporting,

the price of our common stock could be adversely impacted and we could be subject to sanctions or investigations by the SEC or other

regulatory authorities, which could negatively impact our business, financial condition, and results of operations.

of the date of filing this Annual Report, we currently lack certain internal controls over our financial reporting.

While we have three

independent directors serving on our board of directors (our “Board”), have added to our accounting staff, and have hired

a new Chief Technology Officer, we are implementing such controls at this time.

The lack of such controls makes it difficult to ensure

that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized,

and reported as and when required.

cannot assure you that we will be able to develop and implement the necessary internal controls over financial reporting.

of such internal controls may inhibit investors from purchasing our shares and may make it more difficult for us to raise debt or equity

we fail to retain current users or add new users, or if our users decrease their level of engagement with the Maven Platform, our business

We have a history of losses.

fiscal 2021, we had net loss of approximately $89.9 million, compared to approximately $89.2 million in fiscal 2020.

Our accumulated

deficit as of December 31, 2021 was approximately $252.2 million.

We may continue to incur losses in the future if we do not achieve

sufficient revenue to achieve and maintain profitability.

There is no assurance that our operations will generate sufficient

cash flows to support our continued operations in the future without needing to seek additional capital funding or borrowings.

provide no assurance that if we need to seek such additional outside capital that it will be available on favorable terms or at all.

Any failure to achieve and maintain profitability could have a materially adverse effect on our ability to implement our business

plan, our results and operations, and our financial condition.

we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act (“Sarbanes”),

or if we fail to maintain adequate internal control over financial reporting, our business, financial condition, and results of operations,

and investors’ confidence in us, could be materially and adversely affected.

As a public company, we are required to comply

with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports, and current reports.

Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject

us to penalties under federal securities laws and regulations of the NYSE American, expose us to lawsuits, and restrict our ability to

access financing on favorable terms, or at all.

In addition, pursuant to Section 404 of Sarbanes, we are required to evaluate and provide

a management report of our systems of internal control over financial reporting.

During the evaluation and testing process of our internal

controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify

that our internal control over financial reporting is effective.

We cannot assure you that there will not be material weaknesses or significant

deficiencies in our internal control over financial reporting in the future.

Any failure to maintain internal control over financial

reporting could severely inhibit our ability to accurately report our financial condition or results of operations.

If we are unable

to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm

determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor

confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could

be subject to sanctions or investigations by the SEC or other regulatory authorities.

Failure to remedy any material weakness in our

internal control over financial reporting, or to implement or maintain other effective control systems required of public companies,

could also restrict our future access to the capital markets.

we fail to retain current users or add new users, or if our users decrease their level of engagement with the Platform, our business

would be seriously harmed.

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in existing and new markets.

We are continuously subject to a highly competitive market in order to attract and retain our users’

A number of factors could negatively affect user retention, growth, and engagement, including if:

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and reliable manner;

our Publisher Partners, or other companies in our industry

are the subject of adverse media reports or other negative publicity, some of which may be inaccurate or include confidential information

that we are unable to correct or retract;

our Publisher Partners, or other companies in our industry are the subject of adverse media reports or other negative publicity,

some of which may be inaccurate or include confidential information that we are unable to correct or retract;

fail to maintain our brand image or our reputation is damaged.

decrease in user retention, growth, or engagement could render our products less attractive to users, advertisers, or our Publisher

Partners, thereby reducing our revenues from them, which may have a material and adverse impact on our business, financial condition,

and results of operations.

In addition, there can be no assurance that we will succeed in developing products and services that eventually

become widely accepted, that we will be able to timely release products and services that are commercially viable, or that we will establish

decrease in user retention, growth, or engagement could render our products less attractive to users, advertisers, or our Publisher Partners,

thereby reducing our revenues from them, which may have a material and adverse impact on our business, financial condition, and results

of operations.

In addition, there can be no assurance that we will succeed in developing products and services that eventually become

widely accepted, that we will be able to timely release products and services that are commercially viable, or that we will establish

ourselves as a successful player in a new business area.

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Pricing pressures and increased

competition generally could result in reduced sales, reduced margins, losses, or the failure of the Maven Platform to achieve or maintain

more widespread market acceptance, any of which could adversely affect our revenues and operating results.

With the introduction of new

technologies, the evolution of the Maven Platform, and new market entrants, we expect competition to intensify in the future.

competition generally could result in reduced sales, reduced margins, losses, or the failure of the Platform to achieve or maintain more

widespread market acceptance, any of which could adversely affect our revenues and operating results.

With the introduction of new technologies,

the evolution of the Platform, and new market entrants, we expect competition to intensify in the future.

may have difficulty managing our growth.

We have added, and expect to continue to add, publisher partner and end-user

support capabilities, to continue software development activities, and to expand our administrative operations.

In the past two years,

we have entered into multiple strategic transactions.

These strategic transactions, which have significantly expanded our business, have

and are expected to place a significant strain on our managerial, operational, and financial resources.

To manage any further growth,

we will be required to improve existing, and implement new, operational, customer service, and financial systems, procedures and controls

We have added, and expect to continue to add, publisher partner and end-user support

capabilities, to continue software development activities, and to expand our administrative operations.

In the past two years, we have

entered into multiple strategic transactions.

These strategic transactions, which have significantly expanded our business, have and

are expected to place a significant strain on our managerial, operational, and financial resources.

To manage any further growth, we

will be required to improve existing, and implement new, operational, customer service, and financial systems, procedures and controls

and expand, train, and manage our growing employee base.

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factors, including:

decrease in the number of active users of the Maven Platform;

decrease in the number of active users of the Platform;

inability to create new products that sustain or increase the value of our advertisements;

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business, financial condition, and results of operations.

sales and payment cycle for online advertising is long, and such sales, which have been significantly impacted by the COVID-19 pandemic,

may not occur when anticipated or at all.

The decision process is typically lengthy for brand advertisers and sponsors to commit

to online campaigns.

Some of their budgets are planned a full year in advance.

The COVID-19 pandemic significantly impacted the amount

and pricing of advertising throughout the media industry and it is uncertain when and to what extent advertisers will return to more

normal spending levels.

The decision process for such purchases, even in normal business situations, is subject to delays and aspects

that are beyond our control.

In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not

pay at all, or require partial “make-goods”

based on performance.

sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all.

process is typically lengthy for brand advertisers and sponsors to commit to online campaigns.

Some of their budgets are planned a full

year in advance.

The decision process for such purchases, even in normal business situations, is subject to delays and aspects that are

beyond our control.

In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at all,

or require partial “make-goods” based on performance.

are dependent on the continued services and on the performance of our key executive officers, management team, and other key personnel,

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as they work closely with both our employees and our Publisher Partners.

Such key personnel are also responsible for our day-to-day

Although we have employment agreements with some of our key personnel, these are at-will employment agreements, albeit with

non-competition and confidentiality provisions and other rights typically associated with employment agreements.

We do not believe that

any of our executive officers are planning to leave or retire in the near term;

however, we cannot assure that our executive officers

or members of our management team will remain with us.

We also depend on our ability to identify, attract, hire, train, retain, and motivate

other highly skilled technical, managerial, sales, operational, business development, and customer service personnel.

Competition for

such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently

qualified personnel.

The loss or limitation of the services of any of our executive officers, members of our management team, or key

personnel, including our regional and country managers, or the inability to attract and retain additional qualified key personnel, could

have a material adverse effect on our business, financial condition, or results of operations.

Such key personnel are also responsible for our day-to-day operations.

Although we have employment agreements with some of our key personnel, these are at-will employment agreements, albeit with non-competition

and confidentiality provisions and other rights typically associated with employment agreements.

We do not believe that any of our executive

officers are planning to leave or retire in the near term;

however, we cannot assure that our executive officers or members of our management

team will remain with us.

We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled

technical, managerial, sales, operational, business development, and customer service personnel.

Competition for such personnel is intense,

and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel.

loss or limitation of the services of any of our executive officers, members of our management team, or key personnel, including our

regional and country managers, or the inability to attract and retain additional qualified key personnel, could have a material adverse

effect on our business, financial condition, or results of operations.

are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely

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condition, or results of operations.

revenues could decrease if the Maven Platform does not continue to operate as intended.

The Maven Platform performs complex functions

and is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate or inefficiency.

no assurance that errors and defects will not be found in current or new products or, if discovered, that we will be able to successfully

correct them in a timely manner or at all.

The occurrence of errors and defects could result in loss of or delay in revenue, loss of

market share, increased development costs, diversion of development resources and injury to our reputation or damage to our efforts to

expand brand awareness.

revenues could decrease if the Platform does not continue to operate as intended.

The Platform performs complex functions and

is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate or inefficiency.

There can be no assurance

that errors and defects will not be found in current or new products or, if discovered, that we will be able to successfully correct

them in a timely manner or at all.

The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share,

increased development costs, diversion of development resources and injury to our reputation or damage to our efforts to expand brand

Interruptions

or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.

growth will depend in part on the ability of our users and Publisher Partners to access the Maven Platform at any time and within

an acceptable amount of time.

We believe that the Maven Platform is proprietary and we rely on the expertise of members of our engineering,

operations, and software development teams for their continued performance.

It is possible that the Maven Platform may experience performance

problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors,

capacity constraints due to an overwhelming number of users accessing the Maven Platform software simultaneously, denial of service attacks,

or other security related incidents.

We may not be able to identify the cause or causes of any performance problems within an acceptable

period of time.

It may be that it will be difficult to maintain and/or improve our performance, especially during peak usage times and

as the Maven Platform becomes more complex and our user traffic increases.

If the Maven Platform software is unavailable or if our users

are unable to access it within a reasonable amount of time or at all, our business would be negatively affected.

Therefore, in the event

of any of the factors described above, or certain other failures of our infrastructure, partner or user data may be permanently lost.

Moreover, the Partnership Agreements with our Publisher Partners include service level standards that obligate us to provide credits

or termination rights in the event of a significant disruption in the Maven Platform.

To the extent that we do not effectively address

capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual

and anticipated changes in technology, our business and operating results may be adversely affected.

growth will depend in part on the ability of our users and Publisher Partners to access the Platform at any time and within an acceptable

amount of time.

We believe that the Platform is proprietary and we rely on the expertise of members of our engineering, operations, and

software development teams for their continued performance.

It is possible that the Platform may experience performance problems due

to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints

due to an overwhelming number of users accessing the Platform software simultaneously, denial of service attacks, or other security related

We may not be able to identify the cause or causes of any performance problems within an acceptable period of time.

be that it will be difficult to maintain or improve our performance, especially during peak usage times and as the Platform becomes more

complex and our user traffic increases.

If the Platform software is unavailable or if our users are unable to access it within a reasonable

amount of time or at all, our business would be negatively affected.

Therefore, in the event of any of the factors described above, or

certain other failures of our infrastructure, partner or user data may be permanently lost.

Moreover, the Partner Agreements with

our Publisher Partners include service level standards that obligate us to provide credits or termination rights in the event of a significant

disruption in the Platform.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and

continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business

and operating results may be adversely affected.

operate our exclusive coalition of professional-managed online media channels on third party cloud platforms and data center hosting

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As a result of this third-party reliance, we may experience

the aforementioned issues, which could cause us to render credits or pay penalties, could cause our Publisher Partners to terminate

their contractual arrangements with us, and could adversely affect our ability to grow our audience of unique visitors, all of which

could reduce our ability to generate revenue.

Our business would also be harmed if our users and potential users believe our product

and services offerings are unreliable.

In the event of damage to, or failure of, these third-party systems, we would need to identify

alternative channels for the offering of our digital media services, which would consume substantial resources and may not be effective.

We are also subject to certain standard terms and conditions with Amazon Web Services and Google Cloud related to data storage purposes.

These providers have broad discretion to change their terms of service and other policies with respect to us, and those changes may be

unfavorable to us.

Therefore, we believe that maintaining successful partnerships with Amazon Web Services, Google Cloud, and other third-party

suppliers is critical to our success.

or perceived errors, failures, or bugs in the Maven Platform could adversely affect our operating results and growth prospects.

the Maven Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed.

Despite testing by us, errors, failures, vulnerabilities, or bugs may not be found in the Maven Platform until after they are deployed

to our customers.

We expect from time to time to discover software errors, failures, vulnerabilities, and bugs in the Maven Platform

and anticipate that certain of these errors, failures, vulnerabilities, and bugs will only be discovered and remediated after deployment

to our Publisher Partners and used by subscribers.

Real or perceived errors, failures, or bugs in our software could result in

negative publicity, loss of or delay in market acceptance of the Maven Platform, loss of competitive position, or claims by our Publisher

Partners or subscribers for losses sustained by them.

In such an event, we may be required, or may choose, for customer relations

or other reasons, to expend additional resources in order to help correct the problem.

viruses, hacking attacks, and improper or illegal use of the Maven Platform could harm our business and results of operations.

the aforementioned issues, which could cause us to render credits or pay penalties, could cause our Publisher Partners to terminate their

contractual arrangements with us, and could adversely affect our ability to grow our audience of unique visitors, all of which could

reduce our ability to generate revenue.

Our business would also be harmed if our users and potential users believe our product and services

offerings are unreliable.

In the event of damage to, or failure of, these third-party systems, we would need to identify alternative

channels for the offering of our digital media services, which would consume substantial resources and may not be effective.

subject to certain standard terms and conditions with Amazon Web Services and Google Cloud related to data storage purposes.

These providers

have broad discretion to change their terms of service and other policies with respect to us, and those changes may be unfavorable to

Therefore, we believe that maintaining successful partnerships with Amazon Web Services, Google Cloud, and other third-party suppliers

is critical to our success.

or perceived errors, failures, or bugs in the Platform could adversely affect our operating results and growth prospects.

the Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed.

testing by us, errors, failures, vulnerabilities, or bugs may not be found in the Platform until after they are deployed to our customers.

We expect from time to time to discover software errors, failures, vulnerabilities, and bugs in the Platform and anticipate that certain

of these errors, failures, vulnerabilities, and bugs will only be discovered and remediated after deployment to our Publisher Partners

and used by subscribers.

Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay

in market acceptance of the Platform, loss of competitive position, or claims by our Publisher Partners or subscribers for losses sustained

In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources

in order to help correct the problem.

viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations.

viruses, and hacking attacks have become more prevalent in our industry and may occur on our systems in the future.

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However, these only afford limited protection,

and unauthorized parties may attempt to copy aspects of the Maven Platform’s features and functionality, or to use information

that we consider proprietary or confidential.

There can be no assurance that the Maven Platform will be protectable by patents, but if

they are, any efforts to obtain patent protection that is not successful may harm our business in that others will be able to use our

technologies.

For example, previous disclosures or activities unknown at present may be uncovered in the future and adversely impact

any patent rights that we may obtain.

In addition, the laws of some foreign countries do not protect proprietary rights to the same extent

as do the laws of the United States.

There can be no assurance that the steps taken by us to protect our proprietary rights will be adequate

or that third parties will not infringe or misappropriate our trademarks, copyrights, and similar proprietary rights.

If we resort to

legal proceedings to enforce our intellectual property rights, those proceedings could be expensive and time-consuming and could distract

our management from our business operations.

Our business, profitability and growth prospects could be adversely affected if we fail

to receive adequate protection of our proprietary rights.

could be required to cease certain activities and/or incur substantial costs as a result of any claim of infringement of another party’s

and unauthorized parties may attempt to copy aspects of the Platform’s features and functionality, or to use information that we

consider proprietary or confidential.

There can be no assurance that the Platform will be protectable by patents, but if they are, any

efforts to obtain patent protection that is not successful may harm our business in that others will be able to use our technologies.

For example, previous disclosures or activities unknown at present may be uncovered in the future and adversely impact any patent rights

that we may obtain.

In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws

of the United States.

There can be no assurance that the steps taken by us to protect our proprietary rights will be adequate or that

third parties will not infringe or misappropriate our trademarks, copyrights, and similar proprietary rights.

If we resort to legal proceedings

to enforce our intellectual property rights, those proceedings could be expensive and time-consuming and could distract our management

from our business operations.

Our business, profitability and growth prospects could be adversely affected if we fail to receive adequate

protection of our proprietary rights.

could be required to cease certain activities or incur substantial costs as a result of any claim of infringement of another party’s

intellectual property rights.

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We cannot assure you that we will not become subject

to claims that we have misappropriated or misused other parties’

intellectual property rights.

to claims that we have misappropriated or misused other parties’ intellectual property rights.

Any claim or litigation alleging

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An actual or perceived breach of our cybersecurity could impact the market perception of the effectiveness of our cybersecurity controls.

If our users or business partners, including our Publisher Partners, are harmed by such an incident, they could lose trust and

confidence in us, decrease their use of our services or stop using them in entirely.

We could also incur significant legal and financial

exposure, including legal claims, higher transaction fees and regulatory fines and penalties, which in turn could have a material and

adverse effect on our business, reputation and operating results.

While our insurance policies include liability coverage for certain

of these types of matters, a significant cybersecurity incident could subject us to liability or other damages that exceed our insurance

If our users or business partners, including our Publisher Partners, are harmed by such an incident, they could lose trust and confidence

in us, decrease their use of our services or stop using them in entirely.

We could also incur significant legal and financial exposure,

including legal claims, higher transaction fees and regulatory fines and penalties, which in turn could have a material and adverse effect

on our business, reputation and operating results.

While our insurance policies include liability coverage for certain of these types

of matters, a significant cybersecurity incident could subject us to liability or other damages that exceed our insurance coverage.

employers of our employees may assert violations of past employment arrangements.

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For example, we could face claims relating to information that is published or made

available on the Maven Platform.

available on the Platform.

In particular, the nature of our business exposes us to claims related to defamation, intellectual property

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We might not be able to monitor or edit a significant portion of the content that appears

on the Maven Platform.

This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for

third-party actions may be unclear and where we may be less protected under local laws than we are in the United States.

We could also

face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services.

any of these events occur, our business could be seriously harmed.

on the Platform.

This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party

actions may be unclear and where we may be less protected under local laws than we are in the United States.

We could also face fines

or orders restricting or blocking our services in particular geographies as a result of content hosted on our services.

If any of these

events occur, our business could be seriously harmed.

ability to utilize our net operating loss carryforwards may be limited.

As of December 31, 2021, we had federal net operating

loss carryforwards, or NOLs, due to prior period losses of approximately $155.9 million, and the NOLs could expire before we generate

sufficient taxable income to make use of our NOLs.

Subject to certain limitations, NOLs can be used to offset taxable income for U.S.

federal income tax purposes.

However, Section 382 of the Internal Revenue Code of 1986, as amended, may limit the NOLs we may use in

any year for U.S.

federal income tax purposes in the event of certain changes in ownership of our Company.

If an “ownership change”

occurs, Section 382 would impose an annual limit on the amount of pre-ownership change NOLs and other tax attributes we can use to reduce

our taxable income, potentially increasing and accelerating our liability for income taxes, and also potentially causing those tax attributes

to expire unused.

In addition, our ability to use our net operating losses is dependent on our ability to generate taxable income, and

the net operating losses could expire before we generate sufficient taxable income to make use of our net operating losses.

A significant portion of our revenues are

derived from a single customer.

If we were to lose this customer, our revenues could decrease significantly.

fiscal 2021, we had revenues from one customer that comprised approximately 11.3% of our annual revenue.

Therefore, we are

highly dependent on a single customer to generate a material percentage of our annual revenue.

The loss of this customer, or a significant

reduction in sales to such customer, could adversely affect our financial condition and operating results.

We attempt to diversify

our business in order to minimize any revenue concentration risk.

RELATED TO AN INVESTMENT IN OUR SECURITIES

may be no liquid market for our common stock.

We provide no assurances of any kind or nature whatsoever that an active market

for our common stock will ever develop.

There has been no sustained activity in the market for our common stock.

Investors should understand

that there may be no alternative exit strategy for them to recover or liquidate their investments in our common stock.

Accordingly, investors

must be prepared to bear the entire economic risk of an investment in us for an indefinite period of time.

Even if an active trading

market develops over time, we cannot predict how liquid that market might become.

Our common stock is quoted on the OTC Markets Group,

Inc.’s (the “OTCM”) Pink Open Market (the “OTC Pink”).

Trading in stock quoted on over-the-counter markets

is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations

or business prospects.

The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations

in price in response to various factors, some of which are beyond our control.

These factors include:

variations in our results of operations or those of our competitors;

Announcements

by us or our competitors of acquisitions, new products and services, significant contracts, commercial relationships, or capital

or substantive changes to our operations, including the impact of the COVID-19 pandemic;

in our sales and earnings from period to period;

of, or our involvement in, litigation;

major change in our board or management;

in governmental regulations or in the status of our regulatory approvals;

market conditions and other factors, including factors unrelated to our own operating performance.

may have contingent liability arising out of a possible violation of the Securities Act, in connection with a PowerPoint we furnished

as Exhibit 99.2 to our Current Report on Form 8-K, and the Current Report on Form 8-K/A, filed with the SEC on January 31, 2022, and

February 1, 2022, respectively ( the “Original PowerPoint” ) .

On January 31, 2022, and February 1, 2022,

we furnished, as Exhibit 99.2 to a Current Report on Form 8-K, and a Form 8-K/A, respectively, a copy of the Original PowerPoint.

furnishing of the Original PowerPoint publicly may have constituted the communication of an “offer to sell” as described

in Section 5(b)(1) of the Securities Act and the Original PowerPoint may be deemed to be a prospectus that does 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.

the Original PowerPoint is proven to be a violation of Section 5 of the Securities Act because it is deemed to be a prospectus that does

not meet the requirements of Section 10 of the Securities Act, we could have a contingent liability arising out of such violation.

liability would depend upon the number of shares purchased by the “recipients” of the Original PowerPoint that may have constituted

a violation of Section 5 of the Securities Act.

If a claim were brought by any such recipients of the Original PowerPoint and a court

were to conclude that the public dissemination of such Original PowerPoint constituted a violation of Section 5 of the Securities Act,

we could be required to repurchase the shares sold to investors who reviewed such Original PowerPoint, at the original purchase price,

plus statutory interest from the date of purchase, for claims brought during a period of one year from the date of their purchase of

our common stock.

We could also incur considerable expense in contesting any such claims.

Further, if our use of the Original PowerPoint

is deemed to be a violation of Section 5 of the Securities Act, the Commission or relevant state regulators could impose monetary fines

or other sanctions under relevant federal and state securities laws.

Such payments, expenses and fines, if required, could significantly

reduce the amount of working capital we have available for our operations and business plan, delay or prevent us from completing our

plan of operations, or force us to raise additional funding, which funding may not be available on favorable terms, if at all.

Additionally,

the value of our securities will likely decline in value in the event we are deemed to have liability, or are required to make payments,

pay expenses or face sanctions in connection with the potential claim described above.

are subject to the reporting requirements of the United States securities laws, which will require expenditure of capital and other resources,

and may divert management’s attention.

We are a public reporting company subject to the information and reporting requirements

of the Exchange Act, the Sarbanes-Oxley Act (“Sarbanes”), and other applicable securities rules and regulations.

with these rules and regulations have caused us and will continue to cause us to incur additional legal and financial compliance costs,

make some activities more difficult, be time-consuming or costly, and continue to increase demand on our systems and resources.

Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

We are not current in our SEC filings and the cost of completing historical filings in addition to maintaining current financial reporting

has been, and will continue to be, a financial burden for us.

If we fail to or are unable to comply with Sarbanes, we will not be able

to obtain independent accountant certifications that Sarbanes requires publicly traded companies to obtain.

Further, by complying with

public disclosure requirements, our business and financial condition are more visible, which we believe may result in the likelihood

of increased threatened or actual litigation, including by competitors and other third parties.

Compliance with these additional requirements

may also divert management’s attention from operating our business.

Any of these may adversely affect our operating results.

may not be able to attract the attention of major brokerage firms or securities analysts in our efforts to raise capital.

due course, we plan to seek to have our common stock quoted on a national securities exchange in the United States.

There can be no assurance

that we will be able to garner a quote for our common stock on an exchange.

Even if we are successful in doing so, security analysts

and major brokerage houses may not provide coverage of us.

We may also not be able to attract any brokerage houses to conduct secondary

offerings with respect to our securities.

we are subject to the “penny stock”

rules and regulations, the level of trading activity in our common stock is limited,

and our stockholders may have difficulties selling their shares.

SEC regulations define penny stocks to be any non-exchange equity

security that has a market price of less than $5.00 per share, subject to certain exemptions.

The regulations of the SEC promulgated

under the Exchange Act require additional disclosure relating to the market for penny stocks in connection with trades in any stock defined

as a penny stock.

Unless an exception is available, those regulations require the broker-dealer to deliver, prior to any transaction

involving a penny stock, a standardized risk disclosure schedule prepared by the SEC, to provide the customer with current bid and offer

quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements

showing the market value of each penny stock held in the purchaser’s account, to make a special written determination that the

penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that

becomes subject to the penny stock rules.

Consequently, these penny stock rules may affect the ability of broker-dealers to trade our

We believe that the penny stock rules discourage market investor interest in and limit the marketability of our common stock.

There can be no assurance that our common stock will qualify for exemption from the penny stock rules.

In any event, even if our common

stock were exempt from the penny stock rules, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the

authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would

be in the public interest.

addition to the “penny stock”

rules promulgated by the SEC, the Financial Industry Regulatory Authority (“FINRA”)

has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing

that the investment is suitable for that customer.

Prior to recommending speculative low-priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,

investment objectives, and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that

speculative low-priced securities will not be suitable for at least some customers.

FINRA requirements make it more difficult for broker-dealers

to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock.

of the Exchange Act, Sarbanes and other applicable securities rules and regulations.

Complying with these rules and regulations have

caused us and will continue to cause us to incur additional legal and financial compliance costs, make some activities more difficult,

be time-consuming or costly, and continue to increase demand on our systems and resources.

The Exchange Act requires, among other things,

that we file annual, quarterly and current reports with respect to our business and operating results.

If we fail to or are unable to

comply with Sarbanes, we will not be able to obtain independent accountant certifications that Sarbanes requires publicly traded companies

Further, by complying with public disclosure requirements, our business and financial condition are more visible, which we

believe may result in the likelihood of increased threatened or actual litigation, including by competitors and other third parties.

Compliance with these additional requirements may also divert management’s attention from operating our business.

may adversely affect our operating results.

is no assurance that we will be able

to maintain compliance with the NYSE American’s continued listing standards.

Our common stock is listed on NYSE American.

There is no assurance that we will be able to maintain our listing.

In order to maintain such listing, we must satisfy minimum financial

and other continued listing standards, including those regarding director independence and independent committee requirements, minimum

stockholders’ equity, minimum share price, and certain corporate governance requirements.

There can be no assurances that we will

be able to comply with such applicable continued listing standards.

Failure to remain in compliance may occur due to our acts

or omissions, as well as due to circumstances or events that are not within our control.

Our failure to meet the NYSE American’s

continue listing requirements may result in our common stock being delisted from the NYSE American, or another national securities exchange.

Reverse Stock Split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock

may be affected adversely by the Reverse Stock Split given the reduced number of shares that are outstanding following the Reverse Stock

In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our common

stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty

effecting such sales.

Board is authorized to issue additional shares of our common stock that would dilute existing stockholders.

Our Board has the

power to issue any or all authorized but unissued shares of our common stock at any price and, in respect of our Preferred Stock (defined

below), at any price and with any attributes our Board considers sufficient, without stockholder approval.

The issuance of additional

shares of our common stock in the future will reduce the proportionate ownership and voting power of current stockholders and may negatively

impact the market price of our common stock.

We are authorized to issue up to 1,000,000,000 shares of our common stock and 1,000,000

shares of preferred stock, par value $0.01 per share (our “Preferred Stock”) of which 17,417,490 shares of our common

stock and 15,234 shares of our Preferred Stock, consisting of 15,066 shares of Series H convertible preferred stock (“Series H

Preferred Stock”) and approximately 168 shares of Series G convertible preferred stock (“Series G Preferred Stock”)

are issued and outstanding as of March 21, 2022.

The number of shares of our common stock issued and outstanding as of March 21, 2022

excludes 5,572,077 shares of our common stock issuable upon exercise of outstanding option awards, 1,870,868 shares of

our common stock either (i) that are vested and to be issued or (ii) issuable upon vesting of restricted stock units, 1,148,251

shares of our common stock issuable upon exercise of outstanding warrants, 2,075,200 shares of our common stock issuable upon

conversion of Series H Preferred Stock, 8,582 shares of our common stock issuable upon conversion of Series G Preferred Stock, 151,714

shares of our common stock reserved for issuance under the 2016 Stock Incentive Plan (the “2016 Plan”), 1,281,948

shares of our common stock reserved for issuance under the 2019 Equity Incentive Plan (the “2019 Plan”), and 49,134 shares

of our common stock held in reserve to be issued pursuant to completion of documentation related to transactions from 2018.

to seek additional financing in order to provide working capital to our business in the future.

may issue additional securities with rights superior to those of our common stock, which could materially limit the ownership rights

of our stockholders.

We may offer additional debt or equity securities in private or public offerings in order to raise working

capital or to refinance our debt.

Our Board has the right to determine the terms and rights of any debt securities and Preferred Stock

without obtaining the approval of our stockholders.

It is possible that any debt securities or Preferred Stock that we sell would have

terms and rights superior to those of our common stock and may be convertible into shares of our common stock.

Any sale of securities

could adversely affect the interests or voting rights of the holders of our common stock, result in substantial dilution to existing

stockholders, or adversely affect the market price of our common stock.

elimination of monetary liability against our directors, officers, and employees under Delaware law and the existence of indemnification

rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage

lawsuits against our directors, officers, and employees.

Our Amended and Restated Certificate of Incorporation, as amended (our

“Certificate of Incorporation”), and our Second Amended and Restated Bylaws (our “Bylaws”) contain provisions

permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach

of a fiduciary duty as a director or officer to the extent provided by Delaware law.

We may also have contractual indemnification obligations

under any future employment agreements with our officers.

The foregoing indemnification obligations could result in us incurring substantial

expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup.

provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their

fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers

even through such actions, if successful, might otherwise benefit us and our stockholders.

we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable

to other public companies and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will

make our common stock less attractive to investors.

We are a “smaller reporting company,” as defined in Item 10(f)(1)

of Regulation S-K.

As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other

public companies that are not smaller reporting companies, including, but not limited to:

disclosure obligations regarding executive compensation in our periodic reports, proxy statements,

and registration statements;

being required to comply with the auditor attestation requirements of Section 404(b) of the

Sarbanes-Oxley Act of 2002;

disclosure obligations for our annual and quarterly reports, proxy statements, and registration

will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than

$250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public

common equity float or public float of more than $700 million.

We also would not be eligible for status as smaller reporting company

if we become an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller

reporting company.

by our stockholders of a substantial number of shares of our common stock in the public market could adversely affect the market price

of our common stock.

A substantial portion of the total outstanding shares of our common stock may be sold into the market at

Some of these shares are owned by our executive officers and directors, and we believe that such holders have no current intention

to sell a significant number of shares of our stock.

If all of the major stockholders were to decide to sell large amounts of stock over

a short period of time, such sales could cause the market price of our common stock to drop significantly, even if our businesses were

in our Certificate of Incorporation and Bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial

to our stockholders.

Provisions contained in our Certificate of Incorporation and Bylaws could make it more difficult for a third

party to acquire us.

Provisions in our Certificate of Incorporation and Bylaws impose various procedural and other requirements, which

could make it more difficult for stockholders to effect certain corporate actions.

For example, our Certificate of Incorporation authorizes

our Board to determine the rights, preferences, privileges, and restrictions of unissued series of our Preferred Stock without any vote

or action by our stockholders.

Thus, our Board can authorize and issue shares of our Preferred Stock with voting or conversion rights

that could dilute the voting power of holders of other series of our capital stock.

These rights may have the effect of delaying or deterring

a change of control of us.

Additionally, our Certificate of Incorporation or Bylaws establish limitations on the removal of directors

and include advance notice requirements for nominations for election to our Board and for proposing matters that can be acted upon at

stockholder meetings.

because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”),

which prohibits an “interested stockholder” owning in excess of 15% of our outstanding voting stock from merging or combining

with us for a period of three years after the date of the transaction in which such stockholder acquired in excess of 15% of our outstanding

voting stock, unless the merger or combination is approved in a prescribed manner.

These provisions could limit the price that certain

investors might be willing to pay in the future for shares of our common stock.

terms of our Rights Agreement, dated May 4, 2021 (the “Rights Agreement”) and Series L Junior Participating Preferred

Stock may discourage a takeover attempt even if a takeover might be beneficial to our stockholders.

Features of our Rights

Agreement will make it difficult for a party to acquire control of our Company in a transaction not approved by our Board.

2021, we adopted a Rights Agreement, which provided for a dividend distribution of a right to purchase from us one-thousandth of a

share of our Series L Junior Participating Preferred Stock for:

(i) each outstanding share of our common stock and (ii) each share

of our common stock issuable upon conversion of each share of our Series H Preferred Stock.

The description of such rights is set

forth in the Rights Agreement, between America Stock Transfer & Trust Company, LLC, as Rights Agent, and us.

Agreement is set to expire on May 3, 2022;

however, our Board elected to extend the termination date, which extension

is subject to ratification by our stockholders.

This Rights Agreement could limit the price that certain investors might be

willing to pay in the future for shares of our common stock.

for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us

and may reduce the amount of money available to us.

Our Certificate of Incorporation provides that we will indemnify our directors

and officers, in each case to the fullest extent permitted by Delaware law.

In addition, Section 145 of the DGCL or our Certificate of

Incorporation provides that:

will indemnify our directors and officers for serving us in those capacities or for serving

other business enterprises at our request, to the fullest extent permitted by Delaware law.

Delaware law provides that a corporation may indemnify such person if such person acted in

good faith and in a manner such person reasonably believed to be in or not opposed to the

best interests of the corporation and, with respect to any criminal action or proceeding,

had no reasonable cause to believe such person’s conduct was unlawful.

may, in our discretion, indemnify employees and agents in those circumstances where indemnification

is permitted by applicable law.

are required to advance expenses, as incurred, to our directors and officers in connection

with defending a proceeding, except that such directors or officers shall undertake to repay

such advances if it is ultimately determined that such person is not entitled to indemnification.

rights conferred in our Certificate of Incorporation are not exclusive, and we are authorized

to enter into indemnification agreements with our directors, officers, employees, and agents

and to obtain insurance to indemnify such persons.

may not retroactively amend our Certificate of Incorporation or indemnification agreement,

if any, to reduce our indemnification obligations to directors, officers, employees, and

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors