What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-04-01 compared with 2021-08-16 · 114 added, 884 removed, 18 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

of December 1, 2016, our common stock is quoted on the OTCM’s OTC Pink trading under the symbol “MVEN.”

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock began to be traded on

the NYSE American on February 9, 2022 under the symbol “AREN.” Before then, from September 21, 2021 until February 8, 2022,

our common stock was quoted on the OTCM’s OTCQX trading under the symbol “MVEN.”

following table sets forth the high and low bid prices during the periods indicated, as reported by the OTCM.

1 unchanged sentence

prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

August 12, 2021.

of August 12, 2021, there were approximately 250 holders of record of our common stock.

Prices in the table below

have been presented to reflect the Reverse Stock Split of our outstanding shares of common stock.

First Quarter (1)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

of March 21, 2022.

of March 21, 2022, there were approximately 190 holders of record of our common stock.

We believe that there are additional holders

of our common stock who have their stock in “street name”

with their brokers.

of our common stock who have their stock in “street name” with their brokers.

Currently, we cannot determine the approximate

6 unchanged sentences

of Equity Securities by the Issuer and Affiliated Purchasers

December 15, 2020, we entered into the Fourth Amendment, pursuant to which we agreed to repurchase from certain key personnel of HubPages,

including Paul Edmondson, one of our officers, and his spouse, an aggregate of approximately 44,356 shares of our common stock at a price

of $4.00 per share each month for a period of 24 months.

December 15, 2020, we entered into the Fourth Amendment to the Agreement and Plan of Merger with HubPages (the “Fourth Amendment”),

pursuant to which we agreed to repurchase from certain key personnel of HubPages, including Paul Edmondson, one of our officers,

and his spouse, an aggregate of approximately 2,017 shares of our common stock at a price of $88.00 per share each month for a period

of 24 months.

The details of these repurchases are as follows:

number of shares (or units) purchased

price paid per share (or unit)

number of shares (or units) purchased as part of publicly announced plans or programs

number (or approximate dollar value) of shares (or units that may yet be purchased under

the plans or programs

Average price paid per share (or unit)

Total number of shares (or units) purchased as part of publicly announced plans or programs

number (or approximate dollar value) of shares (or units) that may yet be purchased

under the plans or programs

December 30, 2020

January 29, 2021

March 1, 2021

June 1, 2021 (1)

July 30, 2021

to the terms of the Fourth Amendment, we have the discretion to determine on a monthly basis whether to make a repurchase for such

For the months of April and May 2021, we did not make any repurchases pursuant to the Fourth Amendment.

Accordingly, in June

2021, we repurchased 133,068 shares, comprised of the 44,356 shares for April 2021, 44,356 shares for May 2021, and 44,356 shares

for June 2021.

September 2, 2021

October 1, 2021

November 1, 2021

January 7, 2022

February 4, 2022

February 17, 2022

March 1, 2022

to the terms of the Fourth Amendment, we have the discretion to determine on a monthly basis

whether to make a repurchase for such month.

For the months of April and May 2021, we did

not make any repurchases pursuant to the Fourth Amendment.

Accordingly, in June 2021, we

repurchased 6,051shares, comprised of the 2,017 shares for April 2021, 2,017 shares for May

2021, and 2,017 shares for June 2021.

Sales of Unregistered Securities

January 1, 2020, we issued 562,500 shares of our common stock as restricted stock awards to certain members of our Board subject to continued

service with us.

The awards vest over a twelve-month period from the grant date.

The per share value on the grant date was $0.18.

issuance was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not

involving a public offering.

fiscal 2021 (and the subsequent interim period) we have made sales of the unregistered securities described in this

Those sales of unregistered securities that

were previously disclosed in either Current Reports on Form 8-K or Quarterly Reports on Form 10-Q are not

January 1, 2021 and December 21, 2021, we granted stock options exercisable for an aggregate of up to 2,330,818 shares of our common

stock to participants under the 2019 Plan as payment for services.

The exercise prices per share ranged from $7.92 to $21.34.

The issuances

were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving

a public offering.

January 11, 2021, we issued 14,205 shares to Whisper Advisors, LLC as payment for services provided pursuant to that certain Services

Agreement dated December 22, 2020.

The shares had a fair market value of $125,000.

The issuance was exempt from the registration requirements

of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering.

other securities that we sold that were not registered under the Securities Act during the previous three years have previously been

included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Selected Financial Data

applicable to a “smaller reporting company”

as defined in Item 10(f)(1) of SEC Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Annual Report includes the business and financial information for the Fiscal Year Period ( i.e., the year ended December 31, 2020).

Therefore, this Management’s Discussion and Analysis of Financial Condition and Results of Operations provides an analysis of the

financial condition and results of operations for the Fiscal Year Period.

The following discussion should be read in conjunction with

the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report.

Our discussion

includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,

expectations, and intentions.

Actual results and the timing of events could differ materially from those anticipated in these forward-looking

statements as a result of a number of factors.

We use words such as “anticipate,”

“estimate,”

“plan,”

“project,”

“continuing,”

“ongoing,”

“expect,”

“believe,”

“intend,”

“may,”

“will,”

“should,”

“could,”

and similar expressions to identify forward-looking

Our Future Business ”

Future Liquidity ”

for additional important

operate a best-in-class technology platform empowering premium publishers who impact, inform, educate and entertain.

We operate the media

businesses for Sports Illustrated and TheStreet, and power more than 250 independent brands.

The Maven Platform provides digital publishing,

distribution and monetization capabilities to our own Sports Illustrated and TheStreet media businesses as well as to the Publisher

Generally, the Publisher Partners are independently owned strategic partners who receive a share of revenue from

the interaction with their content.

They also benefit from our membership marketing and management systems to further enhance their revenue.

growth strategy is to continue to expand by adding new premium publishers with high quality brands and content either as independent

Publisher Partners or by acquiring publishers as owned and operated entities.

By adding premium content brands, we will further expand

the scale of the Maven Platform, improve monetization effectiveness in both advertising and subscription revenues, and enhance the attractiveness

to consumers and advertisers.

and Capital Resources

of December 31, 2020, our principal sources of liquidity consisted of cash of approximately $9.0 million.

In addition, we had the

use of additional proceeds from our working capital facility with FPP Finance LLC (“FastPay”), As of the issuance date

of our consolidated financial statements for the year ended December 31, 2020, we had also received proceeds from a private placement

of our common stock of approximately $20.0 million, which is discussed in greater detail below in the section entitled

“Future Liquidity.”

continued to be focused on growing our existing operations and seeking accretive and complementary strategic acquisitions as part of

our growth strategy.

We believed, that with additional sources of liquidity and the ability to raise additional capital or incur additional

indebtedness to supplement our then internal projections, we would be able to execute our growth plan and finance our working capital

requirements.

have financed our working capital requirements since inception through issuances of equity securities and various debt financings.

working capital deficit as of December 31, 2020 and 2019 was as follows:

of December 31,

(107,562,825 )

(87,541,031 )

capital deficit

(33,716,360 )

(39,380,671 )

of December 31, 2020, we had a working capital deficit of approximately $33.7 million, as compared to approximately $39.4 million as

of December 31, 2019, consisting of approximately $73.8 million in total current assets and approximately $107.6 million in total current

Included in current assets as of December 31, 2020, was approximately $0.5 million of restricted cash.

Also included in

our working capital deficit is approximately $1.1 million of warrant derivative liabilities, leaving a working capital deficit that requires

cash payments of approximately $32.6 million.

We had a working capital deficit as of December 31, 2019, consisting of approximately $48.2

million in total current assets and approximately $87.5 million in total current liabilities.

cash flows during the years ended December 31, 2020 and 2019 consisted of the following:

Ended December 31,

cash used in operating activities

$ (32,294,587 )

$ (56,954,306 )

cash used in investing activities

(19,019,191 )

cash provided by financing activities

(decrease) increase in cash, cash equivalents, and restricted cash

cash equivalents, and restricted cash, end of year

the year ended December 31, 2020, net cash used in operating activities was approximately $32.3 million, consisting primarily of:

approximately

$116.0 million of cash received from customers (including payments received in advance of performance obligations);

less (i) approximately

$148.3 million of cash paid (a) to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and (b)

for revenue share arrangements and professional services;

and (ii) approximately $0.6 million of cash paid for interest;

to the year ended December 31, 2019, where net cash used in operating activities was approximately $57.0 million, consisting primarily

approximately $47.4 million of cash received from customers (including payments received in advance of performance obligations);

less (y) approximately $104.4 million of cash paid (a) to employees, Publisher Partners, suppliers, and vendors, and (b) for revenue

share arrangements, advance of royalty fees and professional services;

and (z) approximately $2.9 million of cash paid for interest.

the year ended December 31, 2020, net cash used in investing activities was approximately $4.9 million, consisting primarily of (i) approximately

$0.3 million for the acquisition of a business;

(ii) approximately $1.2 million for purchases of property and equipment;

approximately $3.8 million for capitalized costs for our Maven Platform;

and (iv) approximately $0.4 million from proceeds for the sale

of intangible assets;

as compared to the year ended December 31, 2019, where net cash used in investing activities was approximately

$19.0 million, consisting primarily of (x) approximately $16.3 million for the acquisition of a business;

(y) approximately $0.2

million for purchases of property and equipment;

and (z) approximately $2.5 million for capitalized costs for our Maven Platform.

the year ended December 31, 2020, net cash provided by financing activities was approximately $37.3 million, consisting primarily of:

(i) approximately $20.6 million in net proceeds from the issuance of Series H Convertible Preferred Stock (the “Series H Preferred

Stock”), Series J Convertible Preferred Stock (“Series J Preferred Stock”), and Series K Convertible Preferred Stock

(“Series K Preferred Stock”);

(ii) approximately $7.2 million in borrowings under our line of credit;

(iii) approximately

$11.1 million in net proceeds from long-term debt consisting of the 15% delayed draw term note (the “Term Note”) and the

Paycheck Protection Program Loan issued under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”);

(iv) approximately $1.1 million in repayments under the 12% senior secured subordinated convertible debentures (referred to herein as

the “12% convertible debentures”) (for additional information, see Note 18, Convertible Debt, in our accompanying

consolidated financial statements);

and (v) approximately $0.5 million in payments for tax withholdings on the net settlement of share

as compared to the year ended December 31, 2019, where net cash provided by financing activities was approximately $82.9

million, consisting primarily of:

(i) approximately $36.1 million in net proceeds from the issuance of Series I Convertible Preferred

Stock (“Series I Preferred Stock”) and Series J Preferred Stock;

(ii) approximately $2.0 million in gross proceeds from the

sale of the 12% convertible debentures;

and (iii) approximately $46.5 million in net proceeds from the issuance of long-term debt (the

“12% Amended Senior Secured Notes”), less repayments of other long-term debt;

offset by (x) approximately $0.3 million in

payments for tax withholdings on the net settlement of share awards;

(y) approximately $1.0 million in repayments under our line

and (z) approximately $0.4 million in the repayment of officer promissory notes.

the year ended December 31, 2020, we received aggregate gross proceeds of approximately $20.8 million from the issuance of our Series

H Preferred Stock, Series K Preferred Stock and Series J Preferred Stock (as further described in Note 20, Preferred Stock , in

our accompanying consolidated financial statements).

All of the shares of Series K Preferred Stock and Series J Preferred Stock automatically

converted into shares of our common stock on or about December 18, 2020, the date on which we filed a Certificate of Amendment to our

Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized

shares of our common stock to at least a number permitting such preferred stock shares to be converted in full.

As of December 31, 2020,

we had no shares of Series K or Series J Preferred Stock outstanding.

For additional information, see Note 20, Preferred Stock, in

our accompanying consolidated financial statements.

proceeds from our debt financings (see Note 14, Line of Credit , and Note 19, Long-term Debt , in our accompanying consolidated

financial statements for additional information) consisted of the following:

Credit Facility .

On February 6, 2020, we entered into a financing and security agreement with FastPay, pursuant to which FastPay

extended a $15.0 million line of credit for working capital purposes secured by a first lien on all of our cash and accounts receivable

and a second lien on all other assets.

Borrowings under the facility bear interest at the LIBOR Rate plus 8.50% and have a final maturity

of February 6, 2022.

This line of credit was amended by that certain first amendment to financing and security agreement dated March

24, 2020 to permit us to amend and restate the 12% senior secured notes.

The aggregate principal amount outstanding, plus accrued and

unpaid interest, as of the issuance date of our accompanying consolidated financial statements for the year ended December 31, 2020 was

approximately $6.5 million.

and Restated 12% Senior Secured Notes .

On February 27, 2020, we entered into a second amendment to the amended and restated note

purchase agreement (the “Second Amendment to A&R NPA”), which further amended the amended and restated note purchase

agreement, dated as of June 14, 2019 (the “A&R NPA”), with one accredited investor, BRF Finance Co., LLC (“BRF

Finance”), an affiliated entity of B.

Riley Financial, Inc.

Riley”).

The Second Amendment to A&R NPA further

amended the amended and restated 12% senior secured note due June 14, 2022.

Pursuant to the Second Amendment to A&R NPA, we replaced

our previous $3.5 million working capital facility with Sallyport Commercial Finance, LLC with a new $15.0 million working capital

facility with FastPay;

and (ii) BRF Finance issued a letter of credit in the amount of approximately $3.0 million to our landlord for

our lease of the premises located at 225 Liberty Street, 27th Floor, New York, New York 10281.

All borrowings under the amended and restated

12% senior secured notes are collateralized by substantially all of our assets.

March 24, 2020, we entered into a second amended and restated note purchase agreement (the “Second A&R NPA”) with BRF

Finance, an affiliated entity of B.

Riley, in its capacity as agent for the purchasers, which further amended and restated the Second

Amendment to A&R NPA.

Pursuant to the Second A&R NPA, interest on amounts outstanding under the existing 12% senior secured notes

with respect to (i) interest that was payable on such notes on March 31, 2020 and June 30, 2020, and (ii) at our option, with the consent

of requisite purchasers, interest that was payable on September 30, 2020 and December 31, 2020, in lieu of the payment in cash of all

or any portion of the interest due on such dates, would be payable in-kind in arrears on the last day of such applicable fiscal quarter.

October 23, 2020, we entered into Amendment No.

1 to the Second A&R NPA with BRF Finance (“Amendment 1”), pursuant to

which the maturity date of the 12% senior secured notes was changed to December 31, 2022 or an earlier date if the obligations have been

accelerated pursuant to and in accordance with the terms of Amendment 1.

Pursuant to Amendment 1, interest payable on the existing 12%

senior secured notes on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021

will be payable in-kind in arrears on the last day of such fiscal quarter.

Alternatively, at the option of the holder, such interest

amounts originally could have been paid in shares of Series K Preferred Stock;

however, after December 18, 2020, the date the Series

K Preferred Stock converted into shares of common stock, all such interest amounts can be paid in shares of our common stock based

upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments.

May 19, 2021, we entered into an amendment to the Second A&R NPA (“Amendment 2”) with BRF Finance, an affiliated entity

Riley, in its capacity as agent for the purchasers and as purchaser, which further amended the 12% senior secured notes.

to Amendment 2:

(i) the interest rate on the 12% senior secured notes decreased from a rate of 12% per annum to a rate of 10% per annum;

(ii) the interest rate on the Term Note decreased from a rate of 15% per annum to a rate of 10% per annum;

and (iii) we agreed that within

one (1) business day after receipt of cash proceeds from any issuance of equity interests, we would prepay the certain obligations in

an amount equal to such cash proceeds, net of underwriting discounts and commissions;

provided, that, this mandatory prepayment obligation

did not apply to any proceeds that we received from the sale and issuance of shares of our common stock pursuant to the securities purchase

agreement during the 90-day period commencing on May 20, 2021.

balance outstanding under our amended and restated 12% senior secured notes as of the issuance date of our consolidated financial statements

for the year ended December 31, 2020 was $59.6 million, which included outstanding principal of approximately $48.8 million, payment

of in-kind interest of approximately $7.5 million that we were permitted to add to the aggregate outstanding principal balance, and unpaid

accrued interest of approximately $0.4 million).

Draw Term Note .

Pursuant to the Second A&R NPA, we agreed to issue, at BRF Finance’s option, the Term Note, in the aggregate

principal amount of $12.0 million to the investor.

On March 24, 2020, we drew down approximately $6.9 million under the Term Note, and

after payment of commitment and funding fees paid to BRF Finance in the amount of approximately $0.7 million, and other of its legal

fees and expenses that we incurred, we received net proceeds of $6.0 million.

The net proceeds were used by us for working capital and

general corporate purposes.

Additional borrowings under the Term Note requested by us may be made at the option of the purchasers.

to $8.0 million in principal amount under the Term Note was originally due on March 31, 2021.

Interest on amounts outstanding under the

Term Note was payable in-kind in arrears on the last day of each fiscal quarter.

to the terms of Amendment 1, the maturity date was changed from March 31, 2021 to March 31, 2022.

Amendment 1 also provided that BRF

Finance, as 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 the Conversion Portion (as defined in Amendment 1) of the Term Note, to receive shares of Series K Preferred Stock;

after December 18, 2020, the date the Series K Preferred Stock converted into shares of our common stock, the holder may elect, in lieu

of receipt of cash for such amounts, shares of our common stock based upon the conversion rate specified in the Certificate of Designation

for the Series K Preferred Stock, subject to certain adjustments.

October 23, 2020, approximately $3.4 million, including approximately $3.3 million of principal amount of the Term Note and approximately

$0.7 million of accrued interest, had been converted into shares of our Series K Preferred Stock.

The aggregate principal amount outstanding

under the Term Note as of the issuance date of our consolidated financial statements for the year ended December 31, 2020 was approximately

$4.7 million (including payment of in-kind interest of approximately $1.1 million, which was added to the outstanding Term Note balance).

to the terms of Amendment 2, the interest rate on the Term Note decreased from a rate of 15% per annum to a rate of 10% per annum.

Protection Program Loan .

On April 6, 2020, we issued a note in favor of JPMorgan Chase Bank, N.A., pursuant to the recently enacted

CARES Act administered by the U.S.

Small Business Administration (“SBA”).

We received total proceeds of approximately $5.7

million under the note.

In accordance with the requirements of the CARES Act, we used the proceeds from the note primarily for

payroll costs.

The note was scheduled to mature on April 6, 2022, had a 0.98% interest rate and was subject to the

terms and conditions applicable to loans administered by the SBA under the CARES Act.

The balance outstanding as of December 31, 2020

was approximately $5.7 million.

to the CARES Act, the note was eligible for partial forgiveness

for the principal amounts that were used for the limited purposes that qualified for forgiveness under SBA requirements.

In order to obtain forgiveness, we requested such forgiveness, provided the requisite documentation in accordance with the SBA

requirements, and certified that the amounts we were requesting to be forgiven qualified under those requirements.

On June 22, 2021, we received notification from the SBA that our loan was fully forgiven.

Convertible Debentures .

On December 31, 2020, noteholders converted the 12% convertible debentures representing an aggregate of approximately

$18.1 million of the then-outstanding principal and accrued but unpaid interest into 53,887,470 shares of our common stock at effective

conversion per-share prices ranging from $0.33 to $0.40.

Despite the terms of the 12% convertible debentures, the noteholders agreed

to allow us to repay accrued but unpaid interest in shares of our common stock.

The remaining 12% convertible debentures representing

an aggregate of approximately $1.1 million of outstanding principal and accrued interest were not converted and, instead, such amounts

were repaid in cash to the noteholders.

consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of

assets and satisfaction of liabilities in the normal course of business.

We had revenues of approximately $128.0 million during fiscal

2020 and have experienced recurring net losses from operations and negative operating cash flows.

Consequently, we were dependent upon

continued access to funding and capital resources from both new investors and related parties.

If continued funding and capital resources

are unavailable at reasonable terms, we may not be able to implement our growth plan and plan of operations.

These financings may include

terms that may be highly dilutive to existing stockholders.

January 1, 2021 to the issuance date of our accompanying consolidated financial statements for the year ended December 31, 2020,

we continued to incur operating losses and negative cash flow from operating and investing activities.

We have raised $20.0 million in

net proceeds pursuant to the sale of shares of our common stock.

Our cash balance as of the date our accompanying consolidated financial

statements for the year ended December 31, 2020 were issued or were available to be issued was approximately $13.9 million.

from issuances of our common stock (as further described in Note 27, Subsequent Events , in our accompanying consolidated financial

statements) consisted of the following:

May 20 and 25, 2021, we entered into securities purchase agreements with several accredited investors, pursuant to which we sold an aggregate

of 21,435,718 shares of our common stock, at a per share price of $0.70, for aggregate gross proceeds of approximately $15.0 million

in a private placement.

On June 2, 2021, we entered into a securities purchase agreement with an accredited investor, pursuant to which

we sold an aggregate of 7,142,857 shares of our common stock, at a per share price of $0.70, for gross proceeds of approximately $5.0

million in a private placement that was in addition to the two earlier closing that occurred on May 20 and 25, 2021.

We intend to use

the proceeds for general corporate purposes.

performed an annual reporting period going concern assessment.

Management is required to assess our ability to continue as a going concern.

This Annual Report has been prepared assuming that we will continue as a going concern, which contemplates the realization of assets

and the liquidation of liabilities in the normal course of business.

Our accompanying consolidated financial statements do not include

any adjustments that might be necessary if we are unable to continue as a going concern.

have had a history of recurring losses.

Our recurring losses from operations and net capital deficiency have been evaluated by management

to determine if the significance of those conditions or events would limit our ability to meet its obligations when due.

The operating

loss realized in fiscal 2020 was primarily a result of the impact on our business from the COVID-19 pandemic and the related shut down

of most professional and collegiate sports, which reduced user traffic and advertising revenue.

The operating loss realized in fiscal

2019 was primarily a result of a marketing investment in customer growth, together with investment in people and technology as we continued

to expand our operations, and operations rapidly expanding during fiscal 2019 with the TheStreet Merger and the Sports Illustrated Licensing

reflected in our accompanying consolidated financial statements, we had revenues of approximately $128.0 million for the year ended December

31, 2020, and have experienced recurring net losses from operations, negative working capital and negative operating cash flows.

the year ended December 31, 2020, we incurred a net loss attributable to common stockholders of approximately $104.7 million,

utilized cash in operating activities of approximately $32.3 million, and as of December 31, 2020, had an accumulated deficit of approximately

$162.1 million.

We have financed our working capital requirements since inception through the issuance of debt and equity securities.

negative impact from the COVID-19 pandemic during 2021 has been to a lesser extent than in 2020.

in 2021, restrictions on non-essential work activity have begun to lift and sporting and other events have begun to be held, with attendance

closer to pre-pandemic levels, which has resulted in an increase in traffic to the Maven Platform and, thereby an increase in

advertising revenue.

The ultimate extent of the impact on our operational and financial performance will depend on future developments,

including the duration and spread of the COVID-19 pandemic, whether related group gathering and sports event advisories and restrictions

will be put in place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the

population that receives COVID-19 vaccinations, all of which remain uncertain at the time of issuance of our accompanying consolidated

financial statements.

has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about our ability to continue

as a going concern.

Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a

company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements.

Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date our accompanying

consolidated financial statements for the year ended December 31, 2020 were issued or were available to be issued.

Management’s

assessment of our ability to meet our future obligations is inherently judgmental, subjective and susceptible to change.

that we considered important in its going concern analysis, include, but are not limited to, our fiscal 2021 cash flow forecast

and our fiscal 2021 operating budget.

Management also considered our implementation of additional measures, if required, related

to potential revenue and earnings declines from COVID-19.

These factors consider information including, but not limited to, our financial

condition, liquidity sources, obligations due within one year after the issuance date of our accompanying consolidated financial

statements, the funds necessary to maintain operations and financial conditions, including negative financial trends or other indicators

of possible financial difficulty.

particular, our plan for the:

(1) 2021 cash flow forecast, considered the use of our working capital line with FastPay (as described

in Note 19, Long-term Debt , in our accompanying consolidated financial statements) to fund changes in working capital,

under which we have available credit of approximately $8.5 million as of the issuance date of these consolidated financial statements

for the year ended December 31, 2020, and that we do not anticipate the need for any further borrowings that are subject to the approval

of the holders of the Term Note (as described in Note 19, Long-term Debt , in our accompanying consolidated financial

statements), under which we may be permitted to borrow up to an additional $5 million;

and (2) 2021 operating budget, considered

that approximately fifty-eight percent of our revenue is from recurring subscriptions, generally

paid in advance, and that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew

approximately thirty percent in 2020 demonstrating the strength of our premium brand, and the plan to continue to grow our subscription

revenue from our acquisition of TheStreet in 2019 (as described in Note 3, Acquisitions , in our accompanying consolidated financial

statements) and to grow premium digital subscriptions from our Sports Illustrated Licensed Brands (as described in Note 3, Acquisitions ,

in our accompanying consolidated financial statements), which were launched in February 2021.

have considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of the date

our accompanying consolidated financial statements for the year ended December 31, 2020 were issued or were available to be issued, and

concluded that conditions and events considered in the aggregate, do not raise substantial doubt about our ability to continue as a going

concern for a one-year period following the financial statement issuance date.

of Operations

of Fiscal 2020 to Fiscal 2019

Ended December 31,

$ 128,032,397

profit (loss)

and marketing

and administrative

and amortization

operating expenses

from operations

(70,908,000 )

(40,809,497 )

(30,098,503 )

other (expenses) income

(18,113,131 )

(17,232,999 )

before income taxes

(89,021,131 )

(58,042,496 )

(30,978,635 )

(19,751,959 )

(89,231,963 )

(38,501,369 )

(50,730,594 )

dividend on convertible preferred stock

(15,642,595 )

loss attributable to common stockholders

$ (104,874,558 )

$ (38,501,369 )

$ (66,373,189 )

and diluted net loss per common share

average number of shares outstanding –

basic and diluted

the year ended December 31, 2020, the net loss attributable to common shareholders was approximately $104.9 million.

net loss attributable to common stockholders increased by approximately $66.4 million from the year ended December 31, 2019 net

loss of approximately $38.5 million.

The primary reasons for the increase in the total net loss is that our operations continued to rapidly

expand during the year ended December 31, 2020 as they did in 2019.

In particular, during the year ended December 31, 2020 we operated

our Sports Illustrated media business that we acquired during the fourth quarter of 2019.

The basic and diluted net loss per common share

for the year ended December 31, 2020 of $2.28 increased from $1.04 for the year ended December 31, 2019 primarily because of:

(i) the weighted average basic and diluted shares increased as the net loss per common share increased along with the calculation of

the daily weighted average shares outstanding increase to 45,981,029 shares from 37,080,784 shares;

(ii) the deemed dividend on

the convertible preferred stock of approximately $15.6 million;

and (iii) the other expenses of approximately $18.1 million.

growth strategy is principally focused on adding new publisher partners to our Maven Platform.

In addition, if the right opportunity

exists, we may also acquire related online media, publishing, and technology businesses.

This combined growth strategy has expanded the

scale of unique users interacting on our Maven Platform with increased revenues during 2020.

We expect revenues increases in subsequent

years will come from organic growth in operations, addition of more publisher partners, and mergers and acquisitions.

following table sets forth revenue, cost of revenue, and gross profit:

Ended December 31,

reflect cost of revenue as a percentage of total revenue)

$ 128,032,397

the year ended December 31, 2020, we had gross profit of approximately $25.0 million, as compared to gross profit of approximately $6.0

million for year ended December 31, 2019.

following table sets forth revenue by product line and the corresponding percent of total revenue:

Ended December 31,

reflect product line as a percentage of total revenue)

subscriptions

$ 128,032,397

the year ended December 31, 2020, the primary sources of revenue were as follows:

(i) advertising of approximately $44.4 million;

digital subscriptions of approximately $28.5 million;

(iii) magazine circulation of approximately $50.6 million;

and (iv) other revenue

of approximately $4.6 million.

Our advertising revenue increased by approximately $8.4 million, due to additional revenue of approximately

$3.2 million generated as a result of TheStreet, which we acquired during the second quarter of 2019, and approximately

$11.5 million generated as a result of the Sports Illustrated media business, which we acquired during the fourth quarter of 2019,

offset by an approximately $6.2 million decrease in revenue from our legacy business.

Our digital subscriptions increased

by approximately $21.6 million due to additional revenue of approximately $16.8 million generated as a result of TheStreet, which

we acquired during the second quarter of 2019 and approximately $4.3 million generated as a result of the Sports Illustrated media

business, which we acquired during the fourth quarter of 2019.

Our magazine circulation contributed approximately $41.5 million

as a result of the Sports Illustrated media business acquired during the fourth quarter of 2019.

Our other revenue increased by approximately

$3.1 million due to additional revenue of approximately $0.3 million generated as a result of TheStreet, which we acquired during

the second quarter of 2019, approximately $0.4 million generated as a result of the Sports Illustrated media business, which we

acquired during the fourth quarter of 2019, and approximately $2.3 million generated by our legacy business.

the years ended December 31, 2020 and 2019, we recognized cost of revenue of approximately $103.1 million and approximately $47.3 million,

respectively.

The increase of approximately $55.8 million in cost of revenue is primarily from:

(i) our Publisher Partner guarantees

and revenue share payments of approximately $4.8 million;

(ii) payroll, stock based compensation, and related expenses for customer support,

technology maintenance, and occupancy costs of related personnel of approximately $19.1 million;

(iii) amortization of our Maven Platform

of approximately $2.4 million (which includes our Maven Platform spending and amortization related to acquired developed technology from

our acquisitions);

(iv) royalty fees of approximately $11.3 million;

(v) hosting, bandwidth, and software licensing fees of approximately

$1.3 million;

(vi) printing, distribution, and fulfillment costs of approximately $9.5 million;

(vii) fees paid for data analytics and

to other outside services providers of approximately $3.7 million and (vii) other costs of revenue of approximately $3.8 million.

the year ended December 31, 2020, we capitalized costs related to our Maven Platform of approximately $5.4 million, as compared to approximately

$3.8 million for the year ended December 31, 2019.

In fiscal 2020, the capitalization of our Maven Platform development consisted of

approximately $3.8 million in payroll and related expenses, including taxes and benefits, approximately $1.6 million in stock-based compensation

for related personnel, and amortization of approximately $8.6 million.

In fiscal 2019, the capitalization of our Maven Platform development

consisted of approximately $2.5 million in payroll and related expenses, including taxes and benefits, approximately $1.3 million in

stock-based compensation for related personnel, and amortization of approximately $6.2 million.

following table sets forth operating expenses and the corresponding percentage of total revenue:

Ended December 31,

reflect expense as a percentage of total revenue)

and marketing

and administrative

and amortization

operating expenses

and Marketing .

For the year ended December 31, 2020, we incurred selling and marketing costs of approximately $43.6 million, as compared

to approximately $12.8 million for the year ended December 31, 2019.

The increase in selling and marketing cost of approximately $30.8

million is primarily from payroll costs for the selling and marketing account management support teams, along with the related

benefits and stock based compensation of approximately $8.2 million;

circulation costs of approximately $14.2 million;

office and occupancy

costs of approximately $0.7 million;

advertising costs of approximately $5.9 million;

and other selling and marketing related costs of

approximately $1.7 million.

and Administrative .

For the year ended December 31, 2020, we incurred general and administrative costs of approximately $36.0 million

from payroll and related expenses, professional services, occupancy costs, stock based compensation of related personnel, depreciation

and amortization, and other corporate expense, as compared to approximately $29.5 million for the year ended December 31, 2019.

in general and administrative expenses of approximately $6.5 million is primarily from our increase in professional services, including

accounting, legal and insurance of approximately $4.8 million;

facilities costs of approximately $1.1 million;

and other general

corporate expenses of approximately $2.0 million.

(Expenses) Income

following table sets forth other (expenses) income:

Ended December 31,

reflect other expense (income) as a percentage of the total)

in valuation of warrant derivative liabilities

$ (1,015,151 )

in valuation of embedded derivative liabilities

on conversion of convertible debentures

(16,497,217 )

(10,463,570 )

(expense) income

other expenses

$ (18,113,131 )

$ (17,232,999 )

in Valuation of Warrant Derivative Liabilities .

The change in valuation of warrant derivative liabilities for the year ended December

31, 2020 was the result of the decrease in the fair value of the warrant derivative liabilities as of December 31, 2020, as compared

to the change in the valuation for the year ended December 31, 2019 where the change was from an increase in the fair value of the warrant

derivative liabilities as of December 31, 2019.

in Valuation of Embedded Derivative Liabilities .

The change in valuation of embedded derivative liabilities for the year ended December

31, 2020 was the result of the decrease in the fair value of the embedded derivative liabilities as of December 31, 2020, as compared

to the change in the valuation for the year ended December 31, 2019 where the change was from an increase in the fair value of the embedded

derivative liabilities as of December 31, 2019.

We incurred interest expense of approximately $16.5 million during the year ended December 31, 2020, as compared to approximately

$10.5 million for the year ended December 31, 2019, primarily consisting of approximately $6.6 million from amortization of debt discount

on notes payable;

approximately $9.2 million of accrued interest;

and approximately $0.6 million of other interest.

In fiscal 2019, interest

expense primarily consisted of approximately $4.5 million of amortization of accretion of original issue discount and debt discount on

notes payable;

$3.1 million of accrued interest;

and $2.9 million of other interest.

We recorded approximately $1.5 million of liquidating damages, including the accrued interest thereon, during the

year ended December 31, 2020 primarily from the issuance of our 12% convertible debentures, Series H Preferred Stock, Series

I Preferred Stock and Series J Preferred Stock in fiscal 2020 since we determined that:

(1) the registration statements registering

for resale the shares of common stock issuable upon conversion of the 12% convertible debentures, Series I Preferred Stock and Series

J Preferred Stock would not be declared effective within the requisite time frame;

and (2) that we would not be able to become current

in our periodic filing obligations with the SEC in order to satisfy the public information requirements under the applicable

securities purchase agreements.

We recorded liquidated damages, including the accrued interest thereon, of approximately $0.7

million in fiscal 2019 primarily from issuance of our 12% convertible debentures, Series H Preferred Stock, Series I Preferred

Stock and Series J Preferred Stock, which liquidated damages were based upon the reasons set forth above.

Dividend on Convertible Preferred Stock

H Preferred Stock .

During fiscal 2020, in connection with the issuance of 108 shares (issued on August 19, 2020) and 389

shares (issued on October 31, 2020) of our Series H Preferred Stock, we recorded a beneficial conversion feature of approximately $0.1

million and approximately $0.4 million, respectively (totaling approximately $0.7 million), for the underlying shares of

our common stock since the nondetachable conversion feature was in-the-money (the conversion price of $0.33 was lower than our

common stock trading price of $0.86 and $0.77 at the issuance dates of August 19, 2020 and October 31, 2020, respectively).

beneficial conversion feature was recognized as a deemed dividend.

I Preferred Stock .

On December 18, 2020, all of the shares of our Series I Preferred Stock converted automatically into

shares of our common stock as a result of the increase in the number of authorized shares of our common stock.

Upon conversion,

we recognized a beneficial conversion feature for the underlying shares of our common stock since the nondetachable conversion feature

was in-the-money (the conversion price of $0.50 was lower than our common stock trading price of $0.61 at the conversion date).

The beneficial

conversion feature was recognized as a deemed dividend.

J Preferred Stock .

On December 18, 2020, all of the shares of our Series J Preferred Stock converted automatically into

shares of our common stock as a result of the increase in the number of authorized shares of our common stock.

Upon conversion,

we recognized a beneficial conversion feature for the underlying shares of our common stock since the nondetachable conversion feature

was in-the-money (the effective conversion price of $0.40 for the issuance of our Series J Preferred Stock on September 4, 2020 (these

shares were issued at a discount) was lower than our common stock trading price of $0.61 at the conversion date).

The beneficial conversion

feature was recognized as a deemed dividend.

K Preferred Stock .

On December 18, 2020, all of the shares of our Series K Preferred Stock converted automatically into

shares of our common stock as a result of the increase in the number of authorized shares of our common stock.

Upon conversion,

we recognized a beneficial conversion feature for the underlying shares of our common stock since the nondetachable conversion feature

was in-the-money (the conversion price of $0.40 was lower than our common stock trading price of $0.61 at the conversion date).

The beneficial

conversion feature was recognized as a deemed dividend.

expect to experience typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter

and slower in the fiscal first quarter.

date inflation has not had a material impact on our business or operating results.

Future Business

2021, we completed the following acquisition:

June 4, 2021, we entered into the CS Purchase Agreement with Maven Media, The Spun, the Seller Parties, and the representative,

pursuant to which, on the same date, Maven Media acquired The Spun Stock.

In exchange for The Spun Stock, Maven Media

agreed to pay a purchase price, comprised of the Cash Payment of an aggregate of $11 million and the Stock Payment consisting of an aggregate

of 4,285,714 restricted shares of our 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.

The Cash Payment will be paid as follows:

(i) on the closing date, a cash payment of $10 million;

(ii) on the first anniversary of the closing date, a cash payment of $500,000;

and (iii) on the second anniversary of the closing date, a cash payment of $500,000.

The Cash Payment is subject to a customary working

capital adjustment based on cash and accounts receivable targets of The Spun as of the closing.

Further, the vesting of the Stock

Payment held by Seller Parties is subject to the continued employment of certain senior executives of The Spun.

Accounting Policies and Estimates

preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”)

requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent

assets and liabilities and the reported amounts of revenue and expenses during the reported periods.

The more critical accounting estimates

include estimates related to revenue recognition, platform development, impairment of long-lived assets, and stock-based compensation.

We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding

our results, which are described in Note 2, Summary of Significant Accounting Policies , in our accompanying consolidated financial

discussion and analysis of the financial condition and results of operations is based upon our consolidated financial statements included

elsewhere in this Report, which have been prepared in accordance with GAAP.

We believe the following critical accounting policies affect

our more significant judgments and estimates used in the preparation of the financial statements.

Actual results may differ from these

estimates under different assumptions or conditions.

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, revenues are recognized

when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we

expect to receive in exchange for those goods or services.

We generate all of its revenue from contracts with customers.

We account for

revenue on a gross basis, as compared to a net basis, in its statement of operations.

We made this determination based on it taking the

credit risk in its revenue-generating transactions and it also being the primary obligor responsible for providing the services to the

Cost of revenues is presented as a separate line item in the statement of operations.

following is a description of the principal activities from which we generate revenue:

Advertising .

We recognize revenue from digital advertisements at the point when each ad is viewed.

The quantity of advertisements,

the impression bid prices, and revenue are reported on a real-time basis.

We enter into contracts with advertising networks to serve

display or video advertisements on the digital media pages associated with its various channels.

Although reported advertising transactions

are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end.

our independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same

period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising on the websites that we own and operate, is recognized as

the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured.

Advertising .

Advertising related revenues for print advertisements are recognized when advertisements are published (defined as an

issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions .

We enter into contracts with internet users that subscribe to premium content on our owned and operated media channels

and facilitate such contracts between internet users and our Publisher Partners.

These contracts provide internet users with a membership

subscription to access the premium content.

For subscription revenue generated by our independent Publisher Partners’

we owe our Publisher Partners a revenue share of the membership subscription revenue earned, which is initially deferred and recorded

as deferred contract costs.

We recognize deferred contract costs over the membership subscription term in the same pattern that the associated

membership subscription revenue is recognized.

subscription revenue generated from our websites that we own and operate are charged to customers’

credit cards or are directly

billed to corporate subscribers, and are generally billed in advance on a monthly, quarterly or annual basis.

We calculate net subscription

revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed

credit card charges.

Net subscription revenue is recognized ratably over the subscription periods.

Unearned revenue relates to payments

for subscription fees for which revenue has not been recognized because services have not yet been provided.

revenues include magazine subscriptions and single copy sales at newsstands.

Subscriptions .

Revenue from magazine subscriptions are deferred and recognized proportionately as products are distributed to subscribers.

Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.

We base our estimates

for returns on historical experience and current marketplace conditions.

licensing-based revenues are accrued generally monthly or quarterly based on the specific mechanisms of each contract.

Generally, revenues

are accrued based on estimated sales and adjusted as actual sales are reported by partners.

These adjustments are typically recorded

within three months of the initial estimates and have not been material.

Any minimum guarantees are typically earned evenly over the

Modifications

occasionally enter into amendments to previously executed contracts that constitute contract modifications.

We assess each of these contract

modifications to determine:

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

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

contract modification meeting both criteria is accounted for as a separate contract.

A contract modification not meeting both criteria

is considered a change to the original contract and is accounted for on either a prospective basis as a termination of the existing contract

and the creation of a new contract, or a cumulative catch-up basis.

cost of revenue represents the cost of providing our digital media network channels and advertising and membership services.

of revenue that we have incurred in the periods presented primarily include:

Partner guarantees and revenue share payments;

of developed technology and platform development;

bandwidth and software license fees;

distribution, and fulfillment costs;

and related expenses for customer support, technology maintenance, and occupancy costs of related personnel;

paid for data analytics and to other outside service providers;

compensation of related personnel.

the years presented, substantially all of our technology expenses are development costs for the Maven Platform that were capitalized

as intangible costs.

Technology costs are expensed as incurred or capitalized into property and equipment in accordance with the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles –

Goodwill and Other .

This ASC requires that costs incurred in the preliminary project and post-implementation stages of an internal

use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized.

capitalize internal labor costs, including compensation, benefits and payroll taxes, incurred for certain capitalized platform development

Our policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal

use capital projects are capitalized as part of the historical cost of the project when the impact, as compared to expensing such labor

costs, is material.

Maven Platform development capitalized during the application development stage of a project include:

and related expenses for personnel;

compensation of related personnel.

and Marketing

and marketing consist primarily of expenses incurred in selling and marketing our products.

Our selling and marketing expenses include:

and employee benefits of selling and marketing account management support teams;

marketing services;

and occupancy costs;

compensation of related personnel.

and Administrative

and administrative expenses consist primarily of:

and employee benefits for executive and administrative personnel;

services, including accounting, legal and insurance;

and occupancy costs;

general corporate expenses;

compensation of related personnel.

have various lease arrangements for certain equipment and its offices.

Leases are recorded as an operating lease right-of-use assets

and operating lease liabilities on the consolidated balance sheets.

Leases with an initial term of 12 months or less are not recorded

on the consolidated balance sheets.

At inception, we determine whether an arrangement that provides control over the use of an asset

When it is reasonably certain that we will exercise the renewal period, we include the impact of the renewal in the lease

term for purposes of determining total future lease payments.

Rent expense is recognized on a straight-line basis over the lease term.

February 2016, FASB issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842) , in order to increase

transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet for those leases

classified as operating leases under prior GAAP.

We adopted ASU 2016-02 on January 1, 2019 which resulted in the recognition of right-of-use

assets of approximately $1.7 million, lease liabilities for operating leases of approximately $1.8 million, with no cumulative effect

adjustment on retained earnings on our consolidated balance sheets, with no material impact to our consolidated statements of (as further

described in Note 7, Leases, in our accompanying consolidated financial statements).

represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a

business combination.

Goodwill is not amortized but rather is tested for impairment at least annually on December 31, or more frequently

if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

We adopted ASU 2017-04 (as

further described in Note 2, Summary of Significant Accounting Policies, in our accompanying consolidated

financial statements ) during the first quarter of 2020 which eliminated Step 2 from the goodwill impairment test.

We operate as

one reporting unit, therefore, the impairment test is performed at the consolidated entity level by comparing the estimated fair value

of the Company to its carrying value.

We have elected to first assess the qualitative factors to determine whether it is more likely

than not that the fair value of its single reporting unit is less than its carrying amount as a basis of determining whether it is necessary

to perform the quantitative goodwill impairment test.

If we determine that it is more likely than not that its fair value is less than

its carrying amount, then the quantitative goodwill impairment test will be performed.

The quantitative goodwill impairment test identifies

goodwill impairment and measures the amount of goodwill impairment loss to be recognized by comparing the fair value of our single reporting

unit with its carrying amount.

If the fair value exceeds the carrying amount, no further analysis is required;

otherwise, any excess

of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is

written down to fair value.

provide stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards and

restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher

Partners (as further described in Note 22, Stock-Based Compensation, in our accompanying consolidated financial statements),

and (d) common stock warrants to ABG (as further described in Note 22, Stock-Based Compensation, in our accompanying consolidated

financial statements).

account for stock awards and stock option grants to employees, directors, and consultants by measuring the cost of services received

in exchange for the stock-based payments as compensation expense in our consolidated financial statements.

Stock awards and stock option

grants to employees which are time-vested are measured at fair value on the grant date, and charged to operations ratably over the vesting

Stock awards and stock option grants to employees which are performance-vested are measured at fair value on the grant date and

charged to operations when the performance condition is satisfied.

to the adoption of ASU 2018-07 (as further described in Note 22, Stock-Based Compensation, in our accompanying consolidated

financial statements), we accounted for stock-based payments to certain directors and consultants, and Publisher Partners

(collectively the “non-employee awards”) by determining the value of the stock compensation based upon the measurement date

at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the

equity instruments is complete, resulting in financial reporting period adjustments to stock-based compensation during the vesting terms

for changes in the fair value of the awards.

After adoption of ASU 2018-07, the measurement date for non-employee awards is the later

of the adoption date of ASU 2018-07, or the date of grant, without change in the fair value of the award.

There was no cumulative effect

of adoption of ASU 2018-07 on January 1, 2019.

For stock-based awards granted to non-employees subject to graded vesting that only contain

service conditions, we have elected to recognize stock-based compensation expense using the straight-line recognition method.

fair value measurement of equity awards and grants used for stock-based compensation is as follows:

(1) restricted stock awards and

restricted stock units which are time-vested are determined using the quoted market price of the Company’s common stock at

the grant date;

(2) stock option grants which are time-vested and performance-vested are determined utilizing

the Black-Scholes option-pricing model at the grant date;

(3) restricted stock awards which provide for performance-vesting and a true-up

provision are determined through consultants with our independent valuation firm using the binomial pricing model at the grant date;

(4) stock option grants which provide for market-based vesting with a time-vesting overlay are determined through consultants with our

independent valuation firm using the Monte Carlo model at the grant date;

(5) Publisher Partner Warrants are determined utilizing the

Black-Scholes option-pricing model;

and (6) ABG Warrants are determined utilizing the Monte Carlo model (as further described in Note

22, Stock-Based Compensation, in our accompanying consolidated financial statements).

value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant

of which are the life of the equity award, the exercise price of the stock option or warrants, as compared to the fair market value of

the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award.

Estimated volatility

is based on the historical volatility of our common stock and is evaluated based upon market comparisons.

The risk-free interest rate

is based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair market value of common stock is determined by reference

to the quoted market price of our common stock.

fair value of the stock options granted were probability weighted effective January 1, 2019 under the

Black-Scholes option-pricing model or Monte Carlo model as determined through consultants with our independent valuation firm since the

value of the units or options, among other things, depend on the volatility of the underlying shares of our common stock, under the following

two scenarios:

(1) scenario one assumes that our common stock will be up-listed on a national stock exchange (the “Exchange”)

on a certain listing date (the “Up-list Date”);

and (2) scenario two assumes that our common stock is not up-listed on the

Exchange prior to the final vesting date of the grants (the “No Up-list”), collectively referred to as the

“Probability Weighted Scenarios”.

classify stock-based compensation expense in our consolidated statements of operations in the same manner in which the award recipient’s

cash compensation costs are classified.

utilize the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period

that includes the enactment date.

of Long-Lived Assets

periodically evaluate the carrying value of long-lived assets to be held and used when events or circumstances warrant such a review.

The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted

cash flows from such an asset are less than the carrying value of the asset.

In that event, a loss is recognized based on the amount

by which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily by reference to the anticipated

cash flows discounted at a rate commensurate with the risk involved.

Issued Accounting Pronouncements

2, Summary of Significant Accounting Policies, in our accompanying consolidated financial statements appearing elsewhere in this

Annual Report includes Recently Issued Accounting Pronouncements.

Sheet Arrangements

of December 31, 2020, the following transactions, obligations or relationships represent our off-balance sheet arrangements:

On June 15, 2018, we modified the two securities purchase agreements dated January 4, 2018 and March 30, 2018 with Strome

Mezzanine Fund LP (“Strome”).

Strome was also granted observer rights on our Board.

As consideration for such modification,

we issued warrants to Strome to purchase up to 1,500,000 shares of our common stock, exercisable at price of $0.50 per

share (as amended) (as further described in Note 21, Stockholders’

Equity , in our accompanying consolidated financial statements),

which are carried on our consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among

other criteria, delivery of unregistered shares is precluded upon exercise The warrants are exercisable for a period of five years, subject

to customary anti-dilution adjustments, and may, in the event there is no effective registration statement covering the resale of the

warrant shares, be exercised on a cashless basis in certain circumstances.

Warrants exercisable for up to 1,500,000 shares of our common

stock were outstanding as of December 31, 2020, with a derivative liability fair value of $704,707.

In the event Strome decided to exercise

these warrants, since shares of our common stock were available to settle the instrument, there would be no impact to our cash resources.

Riley Warrants .

On October 18, 2018, we issued warrants to B.

Riley to purchase up to 875,000 shares of our common stock, with an

exercise price of $1.00 per share (as further described in Note 21, Stockholders’

Equity , in our accompanying consolidated

financial statements), which are carried on the consolidated balance sheets as a derivative liability at fair value, as adjusted at each

period-end since, among other criteria, delivery of unregistered shares is precluded upon exercise.

The warrants are exercisable for

a period of seven years, subject to customary anti-dilution adjustments, and may, if at any time after the six-month anniversary of the

issuance of the warrants there is no effective registration statement covering the re-sale of the shares of common stock underlying the

warrants, be exercised on a cashless basis.

Warrants exercisable for up to 875,000 shares of our common stock were outstanding as of

December 31, 2020, with a derivative liability fair value of $443,188.

In the event B.

Riley decided to exercise these warrants (which

are subject to certain contractual exercise limitations), since shares of our common stock were available to settle the instrument after

considering the contractual exercise limitations, there would be no impact to our cash resources.

following table sets forth our principal cash operating obligations and commitments as of December 31, 2020, aggregating to approximately

$49.5 million.

Quantitative and Qualitative Disclosures about Market Risk

applicable to a “smaller reporting company”

as defined in Item 10(f)(1) of SEC Regulation S-K.

Financial Statements and Supplementary Data

information required by this item is listed in the Index to Financial Statements in Part IV, Item 15(a)(1) of this Annual Report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The shares had an aggregate fair market value of approximately $125,000.

The issuance was exempt from

the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering.

February 18, 2021 and September 20, 2021, we granted restricted stock units representing 1,677,680 shares of our common stock to participants

under the 2019 Plan as payment for services.

The fair values per share ranged from $10.34 to $19.80.

The issuances were exempt from the

registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering.

August 17, 2021, we issued 6,888 shares of our common stock upon the conversion of Series H Preferred Stock.

The issuance was exempt

from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Regulation D promulgated thereunder

as transactions not involving a public offering.

August 18, 2021, we issued 34,091 shares of our common stock in connection with a payment owed as additional consideration under an asset

purchase agreement.

The per share fair value on the issuance date was $14.74, and the aggregate fair value was approximately $500,000.

The issuance was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction

not involving a public offering.

October 7, 2021, we issued 8,523 shares of our common stock as restricted stock awards to four directors subject to continued service

The one-third of the awards vests over a three-month period from the grant date.

The per share fair value on the grant date

was $8.80, and the aggregate value was approximately $75,000.

The issuance was exempt from the registration requirements of the Securities

Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering.

November 22, 2021 and December 21, 2021, we issued 617,222 shares of our common stock upon the conversion of Series H Preferred Stock.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Regulation

D promulgated thereunder as transactions not involving a public offering.

January 24, 2022, we entered into several Stock Purchase Agreements, pursuant to which we agreed to issue an aggregate of 505,671 shares

at a price equal to $13.86 per share, or the volume-weighted average price of our common stock at the close of trading on the sixty (60)

previous trading days, to such stockholders in lieu of an aggregate of approximately $9.87 million owed in liquidated damages, which

includes accrued but unpaid interest, for our failure to meet certain covenants in prior Registration Rights Agreements and related Securities

Purchase Agreements with such stockholders.

We also granted registration rights to these stockholders with respect to the shares of our

common stock issued in lieu of these liquidated damages.

The issuances were exempt from the registration requirements of the Securities

Act by virtue of Section 4(a)(2) thereof as transactions not involving a public offering.

January 1, 2022 and January 26, 2022, we granted stock options exercisable for an aggregate of up to 79,760 shares of our common stock

to participants under the 2019 Plan as payment for services.

The exercise prices per share ranged from $14.08 to $14.96.

The issuances

were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving

a public offering.

January 1, 2022, we granted restricted stock units representing 68,182 shares of our common stock to a participant under the 2019 Plan

as payment for services.

The fair value per share was $14.08, and the aggregate value was approximately $960,000.

The issuances were

exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a

public offering.

January 12, 2022, we entered into a Stock Issuance Agreement with Borden Media Consulting, LLC, pursuant to which we agreed to issue

an aggregate of 1,134 shares for services rendered.

The issuance was exempt from the registration requirements of the Securities Act

by virtue of Section 4(a)(2) thereof as transactions not involving a public offering.

or about January 26, 2022, we agreed to issue 13,483 shares for services rendered pursuant to a Services Agreement with Whisper Advisors,

The issuance was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as transactions

not involving a public offering.

On March 4, 2022, we issued 155,211 shares of

our common stock, upon vesting of previously granted restricted stock units to a participant under the 2019 Plan as payment for services.

The fair value per share was $8.28, and the aggregate value was approximately $1.3 million.

Of the shares issued, 67,023 shares were

withheld by us to satisfy tax withholding obligations.

The issuance was exempt from the registration requirements of the Securities

Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering.

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 5. Market for Registrant’s Common Equity