Arena Group Holdings, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-12471 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 68-0232575 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Vesey Street, 24 th Floor New York , New York 10281 (Address of principal executive offices) (Zip Code) (212) 321-5002 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 AREN NYSE American Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No ☒ As of May 2, 2022, the Registrant had 17,808,434 shares of common stock outstanding. TABLE OF CONTENTS Page Number PART I - FINANCIAL INFORMATION 4 Item 1. Condensed Consolidated Financial Statements 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 32 Item 4. Controls and Procedures 32 PART II - OTHER INFORMATION 33 Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34 SIGNATURES 35 2 Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other comparable terminology. We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. Other risks are detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A., Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2022 (the “Form 10-K”). The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report and our Annual Report. This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report. 3 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL INFORMATION THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES Index to Condensed Consolidated Financial Statements PAGE Condensed Consolidated Balance Sheets - March 31, 2022 (Unaudited) and December 31, 2021 5 Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2022 and 2021 6 Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) - Three Months Ended March 31, 2022 and 2021 7 Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2022 and 2021 9 Notes to Condensed Consolidated Financial Statements (Unaudited) 10 4 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2022 (unaudited) December 31, 2021 ($ in thousands, except share data) Assets Current assets: Cash and cash equivalents $ 22,480 $ 9,349 Restricted cash 502 502 Accounts receivable, net 19,998 21,660 Subscription acquisition costs, current portion 24,940 30,162 Royalty fees 7,500 11,250 Prepayments and other current assets 4,972 4,748 Total current assets 80,392 77,671 Property and equipment, net 593 636 Operating lease right-of-use assets 493 528 Platform development, net 10,013 9,299 Subscription acquisition costs, net of current portion 7,307 8,235 Acquired and other intangible assets, net 52,255 57,356 Other long-term assets 587 639 Goodwill 19,619 19,619 Total assets $ 171,259 $ 173,983 Liabilities, mezzanine equity and stockholders’ deficiency Current liabilities: Accounts payable $ 7,070 $ 11,982 Accrued expenses and other 17,425 24,011 Line of credit 9,291 11,988 Unearned revenue 48,519 54,030 Subscription refund liability 2,534 3,087 Operating lease liability 387 374 Liquidated damages payable 5,369 5,197 Current portion of long-term debt 5,847 5,744 Total current liabilities 96,442 116,413 Unearned revenue, net of current portion 12,362 15,277 Operating lease liability, net of current portion 683 785 Liquidating damages payable, net of current portion - 7,008 Other long-term liabilities 7,527 7,556 Deferred tax liabilities 376 362 Long-term debt 64,929 64,373 Total liabilities 182,319 211,774 Commitments and contingencies (Note 15) - - Mezzanine equity: Series G redeemable and convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $ 168 ; Series G shares issued and outstanding: 168 ; common shares issuable upon conversion: 8,582 at March 31, 2022 and December 31, 2021 168 168 Series H convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 23,000 shares designated; aggregate liquidation value: $ 14,556 and $ 15,066 ; Series H shares issued and outstanding: 14,556 and 15,066 ; common shares issuable upon conversion: 2,004,971 and 2,075,200 at March 31, 2022 and December 31, 2021, respectively 13,207 13,718 Total mezzanine equity 13,375 13,886 Stockholders’ deficiency: Common stock, $ 0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 17,502,102 and 12,632,947 shares at March 31, 2022 and December 31, 2021, respectively 175 126 Common stock to be issued - - Additional paid-in capital 246,052 200,410 Accumulated deficit ( 270,662 ) ( 252,213 ) Total stockholders’ deficiency ( 24,435 ) ( 51,677 ) Total liabilities, mezzanine equity and stockholders’ deficiency $ 171,259 $ 173,983 See accompanying notes to condensed consolidated financial statements. 5 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) 2022 2021 Three Months Ended March 31, 2022 2021 ($ in thousands, except per share data) Revenue $ 48,243 $ 33,615 Cost of revenue (includes amortization of developed technology and platform development for 2022 and 2021 of $ 2,311 and $ 2,167 , respectively) 28,497 28,208 Gross profit 19,746 5,407 Operating expenses Selling and marketing 17,216 17,529 General and administrative 13,514 5,638 Depreciation and amortization 4,202 3,963 Loss on impairment of assets 257 - Total operating expenses 35,189 27,130 Loss from operations ( 15,443 ) ( 21,723 ) Other expenses Change in valuation of warrant derivative liabilities - ( 665 ) Interest expense ( 2,820 ) ( 2,820 ) Liquidated damages ( 172 ) ( 255 ) Total other expenses ( 2,992 ) ( 3,740 ) Loss before income taxes ( 18,435 ) ( 25,463 ) Income taxes ( 14 ) - Net loss $ ( 18,449 ) $ ( 25,463 ) Basic and diluted net loss per common share $ ( 1.20 ) $ ( 2.44 ) Weighted average number of common shares outstanding – basic and diluted 15,381,306 10,456,052 See accompanying notes to condensed consolidated financial statements. 6 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (unaudited) Three Months Ended March 31, 2022 Common Stock Common Stock to be Issued Additional Total Shares Par Value Shares Par Value Paid-in Capital Accumulated Deficit Stockholders’ Deficiency ($ in thousands, except number of shares) Balance at January 1, 2022 12,632,947 $ 126 49,134 $ - $ 200,410 $ ( 252,213 ) $ ( 51,677 ) Issuance of restricted stock awards to the board of directors - - - - - - - Issuance of restricted stock awards to the board of directors, shares - - - - - - - Issuance of common stock upon conversion of series H preferred stock 70,380 1 - - 510 - 511 Issuance of common stock for restricted stock units in connection with an acquisition 16,760 - - - - - - Issuance of common stock in connection with professional services 14,617 - - - 184 - 184 Issuance of common stock in connection with settlement of liquidated damages 505,671 5 - - 6,680 - 6,685 Gain upon issuance of common stock in connection with settlement of liquidated damages - - - - 323 - 323 Issuance of common stock for restricted stock units 155,211 2 - - ( 2 ) - - Common stock withheld for taxes upon issuance of underlying shares for restricted stock units ( 67,023 ) ( 1 ) - - ( 555 ) - ( 556 ) Repurchase restricted stock classified as liabilities ( 8,064 ) - - - - - - Issuance of common stock in connection with public offering 4,181,603 42 - - 30,448 - 30,490 Stock-based compensation - - - - 8,054 - 8,054 Net loss - - - - - ( 18,449 ) ( 18,449 ) Balance at March 31, 2022 17,502,102 $ 175 49,134 $ - $ 246,052 $ ( 270,662 ) $ ( 24,435 ) 7 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (unaudited) Three Months Ended March 31, 2021 Common Stock Common Stock to be Issued Additional Total Shares Par Value Shares Par Value Paid-in Capital Accumulated Deficit Stockholders’ Deficiency ($ in thousands, except number of shares) Balance at January 1, 2021 10,412,963 $ 104 49,134 $ - $ 141,856 $ ( 162,273 ) $ ( 20,313 ) Balance 10,412,963 $ 104 49,134 $ - $ 141,856 $ ( 162,273 ) $ ( 20,313 ) Issuance of restricted stock awards to the board of directors 36,599 - - - - - - Repurchase restricted stock classified as liabilities ( 6,049 ) - - - - - - Issuance of common stock for restricted stock units in connection with an acquisition 11,667 - - - - - - Issuance of common stock in connection with professional services 14,205 - - 125 - 125 Stock-based compensation - - - - 5,408 - 5,408 Net loss - - - - - ( 25,463 ) ( 25,463 ) Balance at March 31, 2021 10,469,385 $ 104 49,134 $ - $ 147,389 $ ( 187,736 ) $ ( 40,243 ) Balance 10,469,385 $ 104 49,134 $ - $ 147,389 $ ( 187,736 ) $ ( 40,243 ) See accompanying notes to condensed consolidated financial statements. 8 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 2022 2021 Three Months Ended March 31, 2022 2021 ($ in thousands) Cash flows from operating activities Net loss $ ( 18,449 ) $ ( 25,463 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 114 110 Amortization of platform development and intangible assets 6,399 6,020 Amortization of debt discounts 660 694 Loss on impairment of assets 257 - Change in valuation of warrant derivative liabilities - 665 Accrued interest - 1,866 Liquidated damages 172 255 Stock-based compensation 7,367 5,099 Deferred income taxes 14 - Other 183 ( 509 ) Change in operating assets and liabilities: Accounts receivable 1,594 2,917 Subscription acquisition costs 6,150 ( 8,349 ) Royalty fees 3,750 3,750 Prepayments and other current assets ( 224 ) ( 1,630 ) Other long-term assets 52 ( 238 ) Accounts payable ( 4,912 ) 1,920 Accrued expenses and other ( 7,444 ) 1,821 Unearned revenue ( 8,358 ) 9,039 Subscription refund liability ( 553 ) 737 Operating lease liabilities ( 54 ) ( 215 ) Other long-term liabilities ( 29 ) - Net cash used in operating activities ( 13,311 ) ( 1,511 ) Cash flows from investing activities Purchases of property and equipment ( 71 ) ( 98 ) Capitalized platform development ( 1,582 ) ( 868 ) Net cash used in investing activities ( 1,653 ) ( 966 ) Cash flows from financing activities Repayments under line of credit, net of borrowings ( 2,697 ) ( 1,752 ) Proceeds from public offering of common stock, net of offering costs 32,058 - Payment of tax withholdings of common stock withheld ( 556 ) - Payment of restricted stock liabilities ( 710 ) ( 280 ) Net cash provided by (used for) financing activities 28,095 ( 2,032 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 13,131 ( 4,509 ) Cash, cash equivalents, and restricted cash – beginning of period 9,851 9,535 Cash, cash equivalents, and restricted cash – end of period $ 22,982 $ 5,026 Cash, cash equivalents, and restricted cash Cash and cash equivalents $ 22,480 $ 4,525 Restricted cash 502 501 Total cash, cash equivalents, and restricted cash $ 22,982 $ 5,026 Supplemental disclosure of cash flow information Cash paid for interest $ 2,160 $ 260 Cash paid for income taxes - - Noncash investing and financing activities Reclassification of stock-based compensation to platform development $ 687 $ 309 Offering costs included in accrued expenses and other 1,568 - Issuance of common stock in connection with settlement of liquidated damages 7,008 - Issuance of common stock upon conversion of series H preferred stock 511 - See accompanying notes to condensed consolidated financial statements. 9 THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) ($ in thousands, unless otherwise stated) 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. (formerly known as TheMaven, Inc.) and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions. The Company does not have any off-balance sheet arrangements. The Company changed its corporate name to The Arena Group Holdings, Inc. from TheMaven, Inc. on February 8, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 1, 2022. The condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2021, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The Company’s impact during the first quarter of 2022 by the novel coronavirus (“COVID-19”) pandemic has been to a lesser extent than in 2021. With the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior. Since May 2020, there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady growth in revenues. Given that the Sports Illustrated media business relies on sporting events to generate content and comprises a material portion of the Company’s revenues, the 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 and, to a lesser extent, during the 2021 calendar year. Future widespread shutdowns of in-person economic activity could have a material impact on the Company’s business. As a result of the Company’s advertising revenue declining in early 2021 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend on the actions taken to prevent the further spread of COVID-19. The Company operates in one reportable segment. Reverse Stock Split The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give effect to the reverse stock split for all periods presented that was effective on February 9, 2022. The shares of common stock retained a par value of $ 0.01 per share. Accordingly, stockholders’ deficiency reflects the reverse stock split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the reverse stock split. Any fractional shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share. 10 Use of Estimates Preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, fair values of financial instruments, capitalization of platform development, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, fair value of assets acquired and liabilities assumed in the business acquisitions, determination of the fair value of stock-based compensation and valuation of derivatives liabilities and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which updates various codification topics to simplify the accounting guidance for certain financial instruments with characteristics of liabilities and equity, with a specific focus on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted EPS computation for these instruments. On January 1, 2022, the Company adopted ASU 2020-06 with no material impact to its condensed consolidated financial position, results of operations or cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF), to provide explicit guidance on accounting by issuers for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after the modification or exchange. On January 1, 2022, the Company adopted ASU 2021-04 with no material impact to its condensed consolidated financial position, results of operations, cash flows or disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an acquirer to account for revenue contracts acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired contracts. This update should lead to recognition and measurement consistent with what’s reported in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with GAAP. The new standard marks a change from current GAAP, under which assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts, are generally recognized at fair value at the acquisition date. On January 1, 2022, the Company adopted ASU 2021-08 with no material impact to its condensed financial position, results of operations or cash flows. This new accounting standard will be applied prospectively to business combinations. 11 Loss per Common Share Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method. The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive. Schedule of Net Income (Loss) Per Common Share 2022 2021 As of March 31, 2022 2021 Series G convertible preferred stock 8,582 8,582 Series H Preferred Stock 2,004,971 2,699,312 Restricted Stock Awards 194,806 14,394 Financing Warrants 116,118 131,003 ABG Warrants 999,540 999,540 AllHipHop warrants 5,681 5,681 Publisher Partner Warrants 26,893 35,889 2016 Plan 286,151 321,761 2019 Plan 6,326,538 7,179,349 Outside Options 138,637 138,637 Total 10,107,917 11,534,148 2. Balance Sheet Components The components of certain balance sheet amounts are as follows: Accounts Receivable – Accounts receivable are presented net of allowance for doubtful accounts. The allowance for doubtful accounts as of March 31, 2022 and December 31, 2021 was $ 1,578 . Subscription Acquisition Costs – As of March 31, 2022 and December 31, 2021, subscription acquisition costs were $ 32,247 (short-term of $ 24,940 and long-term of $ 7,307 ) and $ 38,397 (short-term of $ 30,162 and long-term of $ 8,235 ), respectively. Subscription acquisition costs as of March 31, 2022 presented as current assets of $ 24,940 are expected to be amortized over a one year period, or through March 31, 2023 and $ 7,307 presented as long-term assets are expected to be amortized after the one year period ending March 31, 2023 . Property and Equipment – Property and equipment are summarized as follows: Schedule of Property and Equipment March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Office equipment and computers $ 1,407 $ 1,341 Furniture and fixtures 1 1 Gross property and equipment 1,408 1,342 Less accumulated depreciation and amortization ( 815 ) ( 706 ) Net property and equipment $ 593 $ 636 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $ 114 and $ 110 , respectively. 12 Platform Development – Platform development costs are summarized as follows: Summary of Platform Development Costs March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Platform development $ 16,699 $ 21,997 Less accumulated amortization ( 6,686 ) ( 12,698 ) Net platform development $ 10,013 $ 9,299 A summary of platform development activity for the three months ended March 31, 2022 is as follows: Summary of Platform Development Cost Activity Platform development beginning of period $ 21,997 Payroll-based costs capitalized 1,582 Less dispositions ( 7,356 ) Total capitalized costs 16,223 Stock-based compensation 687 Impairments ( 211 ) Platform development end of period $ 16,699 Amortization expense for the three months ended March 31, 2022 and 2021, was $ 1,344 and $ 1,069 , respectively. Amortization expense for platform development is included in cost of revenues on the condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, impairment charges of $ 211 and $ 0 , respectively, have been record for platform development. Intangible Assets – Intangible assets subject to amortization consisted of the following: Schedule of Intangible Assets Subjects to Amortization As of March 31, 2022 As of December 31, 2021 Carrying Amount Accumulated Amortization Net Carrying Amount Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 17,333 $ ( 12,214 ) $ 5,119 $ 17,579 $ ( 11,465 ) $ 6,114 Trade name 3,328 ( 851 ) 2,477 3,328 ( 782 ) 2,546 Brand name 5,175 ( 427 ) 4,748 5,175 ( 298 ) 4,877 Subscriber relationships 73,459 ( 36,252 ) 37,207 73,459 ( 32,623 ) 40,836 Advertiser relationships 2,240 ( 629 ) 1,611 2,240 ( 570 ) 1,670 Database 2,397 ( 1,304 ) 1,093 2,397 ( 1,104 ) 1,293 Subtotal amortizable intangible assets 103,932 ( 51,677 ) 52,255 104,178 ( 46,842 ) 57,336 Website domain name - - - 20 - 20 Total intangible assets $ 103,932 $ ( 51,677 ) $ 52,255 $ 104,198 $ ( 46,842 ) $ 57,356 Amortization expense for the three months ended March 31, 2022 and 2021 was $ 5,055 and $ 4,951 , respectively, of which amortization expense for developed technology of $ 967 and $ 1,098 , respectively, is included in cost of revenues on the condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, impairment charges of $ 46 and $ 0 , respectively, have been recorded for the intangible assets. 3. Leases The Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2021 (as further described below). The Company’s current lease is a long-term operating lease with a remaining fixed payment term of 2.51 years. 13 The table below presents supplemental information related to operating leases: Schedule of Supplemental Information Related to Operating Leases Three Months Ended March 31, 2022 2021 Operating lease costs during the period (1) $ 179 $ 2,718 Cash payments included in the measurement of operating lease liabilities during the period $ 117 $ 2,787 Weighted-average remaining lease term (in years) as of period-end 2.51 11.02 Weighted-average discount rate during the period 9.9 % 13.6 % (1) Operating lease costs is presented net of sublease income that is not material. The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable. Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities. The components of operating lease costs were as follows: Schedule of Operating Lease Costs 2022 2021 Three Months Ended March 31, 2022 2021 Operating lease costs: Cost of revenue $ - $ 1,797 Selling and marketing - 516 General and administrative 234 423 Total operating lease costs (1) 234 2,736 Sublease income ( 55 ) ( 18 ) Operating cost $ 179 $ 2,718 (1) Includes certain costs associated with a business membership agreement that permits access to certain office space of $ 170 , see below. Maturities of the operating lease liability as of March 31, 2022 are summarized as follows: Summary of Maturity of Lease Liabilities Years Ending December 31, 2022 (remaining nine months of the year) $ 355 2023 486 2024 373 Minimum lease payments 1,214 Less imputed interest ( 144 ) Present value of operating lease liability $ 1,070 Current portion of operating lease liability $ 387 Long-term portion of operating lease liability 683 Total operating lease liability $ 1,070 Sublease Agreement – In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of its operating lease through September 2024. As of March 31, 2022, the Company is entitled to receive sublease income of $ 582 . Business Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership provides a certain number of accounts that equate to the use of the space granted). The term of the agreement was for 27 months, with 21 months remaining at $ 57 per month for 110 accounts. 14 4. Line of Credit On December 6, 2021, the Company entered into an amendment to its financing and security agreement for its line of credit with FPP Finance LLC (“FastPay”) that was originally entered into on February 27, 2020, pursuant to which (i) the maximum amount of advances available was increased to $ 25,000 from $ 15,000 , (ii) the interest rate on the facility applicable margin was decreased to 6.0 % per annum from 8.5 % per annum (the facility bears interest at the LIBOR rate plus the applicable margin), and (iii) the maturity date was extended to February 28, 2024 . The line of credit is for working capital purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets. As of March 31, 2022 and December 31, 2021, the balance outstanding under the FastPay line of credit was $ 9,291 and $ 11,988 , respectively. 5. Restricted Stock Liabilities On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with a previous merger (the “HubPages merger”). Pursuant to the amendment, the Company committed to repurchase 48,389 vested restricted stock awards as of December 31, 2020 at a price of $ 88.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning January 4, 2021, subject to certain conditions. The following table presents the components of the restricted stock liabilities: Schedule of Components of Restricted Stock Liabilities March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Restricted stock liabilities (before imputed interest) $ 2,307 $ 3,801 Less imputed interest ( 78 ) ( 177 ) Present value of restricted stock liabilities 2,229 3,624 Less payments during the period ( 710 ) ( 1,472 ) Restricted stock liabilities at end of period (reflected in accrued expenses and other) $ 1,519 $ 2,152 The Company recorded the repurchase of 8,064 and 6,049 shares of the Company’s restricted common stock during the three months ended March 31, 2022 and 2021, respectively, on the condensed consolidated statements of stockholders’ deficiency. On April 4, 2022, the Company paid $ 1,597 for the remaining 18,134 shares of the Company’s restricted common stock that were outstanding as of March 31, 2022 that were subject to repurchase. 6. Liquidated Damages Payable Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”). 15 Obligations with respect to the liquidated damages payable are summarized as follows: Summary of Liquidated Damages As of March 31, 2022 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 618 625 457 1,700 Convertible debentures - 704 216 920 Series J convertible preferred stock 932 932 356 2,220 Series K convertible preferred stock 95 379 40 514 Total $ 1,660 $ 2,640 $ 1,069 $ 5,369 As of December 31, 2021 Registration Rights Damages Public Information Failure Damages Accrued Interest Balance MDB common stock to be issued (1) $ 15 $ - $ - $ 15 Series H convertible preferred stock 1,164 1,172 792 3,128 Convertible debentures - 873 242 1,115 Series I convertible preferred stock 1,386 1,386 613 3,385 Series J convertible preferred stock 1,560 1,560 490 3,610 Series K convertible preferred stock 180 722 50 952 Total $ 4,305 $ 5,713 $ 2,187 $ 12,205 (1) Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”). The Company will continue to accrue interest on the liquidated damages balance at 1.0 % per month based on the balance outstanding as of March 31, 2022, or $ 5,369 , until paid. There is no scheduled date when the unpaid liquidated damages become due. As of December 31, 2021, the short-term and long-term liquidated damages payable were $ 5,197 and $ 7,008 , respectively. The long-term portion was converted into shares of the Company’s common stock on January 24, 2022, as further described below. On January 24, 2022, the Company entered into several stock purchase agreements with several investors the Company was liable to for liquidated damages, pursuant to which the Company issued an aggregate of 505,671 shares of its common stock at a price equal to $ 13.86 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investors in lieu of an aggregate of $ 7,008 owed in liquidated damages. The Company agreed that it would prepare and file as soon as reasonably practicable, a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. The Company recorded $ 6,685 in connection with the issuance of shares of the Company’s common stock and recognized a gain of $ 323 on the settlement of the liquidated damages, which was recorded within additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency. 7. Fair Value Measurements The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition. 16 The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below: ● Level 1 . Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates. The Company accounted for certain warrants (as described under the heading Common Stock Warrants in Note 10) as derivative liabilities, which required the Company to carry such amounts on its condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end. As of December 31, 2021, the Strome Warrants and B. Riley Warrants (as described in Note 10) were classified within equity. For the three months ended March 31, 2021, the change in valuation of warrant derivative liabilities of $ 665 was recognized as other expense on the condensed consolidated statement of operations. 8. Long-term Debt Senior Secured Note As of March 31, 2022 and December 31, 2021, the Company’s outstanding obligation under its senior secured note with BRF Finance Co., LLC, an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, is summarized as follows: ● On March 24, 2020, the Company entered into a second amended and restated note when the principal balance outstanding under its note issued on June 19, 2019 was $ 51,336 (including accrued interest), due on June 14, 2022 (as further amended). The terms of the note also permitted the Company to enter into a Delayed Draw Term Note (as described below), in the aggregate principal amount of $ 12,000 ; ● On October 23, 2020, the Company entered into a first amendment to second amended and restated note issued on March 24, 2020 (“Amendment 1”), where the maturity date was changed to December 31, 2022 (as further amended) from June 14, 2022, subject to certain acceleration conditions and interest payable on the note on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind in arrears on the last day of such fiscal quarter. Alternatively, at the option of the holder, such interest amounts originally could have been paid in shares of previously designated Series K convertible preferred stock (the “Series K Preferred Stock”); however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, such interest amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments; 17 ● On May 19, 2021, the Company entered into a second amendment to the second amended and restated note issued March 24, 2020 (“Amendment 2”), pursuant to which: (i) the interest rate on the Senior Secured Note, as defined below, decreased from a rate of 12.0 % per annum to a rate of 10.0 % per annum; and (ii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions; provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the Company’s common stock issued pursuant to a certain securities purchase agreement during the 90-day period commencing on May 20, 2021; ● On December 6, 2021, the Company entered into a third amendment to the second amended and restated note issued March 24, 2020 (“Amendment 3”), where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $ 25,000 ; and ● On January 23, 2022, the Company entered into a fourth amendment to the second amended and restated note issued March 24, 2020 (“Amendment 4”), where the maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon the consummation of the equity financing on February 15, 2022 (further details are provided below), or (ii) the date accelerated pursuant to certain terms of Amendment 4. Collectively, the second amended and restated note and Amendment 1, Amendment 2, Amendment 3 and Amendment 4 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially all assets of the Company. After the date of Amendment 4, interest on the note will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the note. Interest on the Senior Secured Note will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.0 % per annum, subject to adjustment in the event of default. Further, interest that was payable during fiscal years 2020 and 2021 and added to the principal amount under the note remains subject to the conversion election under Amendment 1. Delayed Draw Term Note As of March 31, 2022 and December 31, 2021, the Company’s outstanding obligation under its delayed draw term note with B. Riley is summarized as follows: ● On March 24, 2020, the Company entered into a delayed draw term note (the “Delayed Draw Term Note”) with an interest rate of 15.0 % per annum, pursuant to the second amended and restated note purchase agreement, in the aggregate principal amount of $ 12,000 . The terms of the note provided that up to $ 8,000 in principal amount was due on March 31, 2021; ● On March 24, 2020, the Company drew down $ 6,914 under the Delayed Draw Term Note, with interest payable in-kind in arrears on the last day of each fiscal quarter; ● On October 23, 2020, pursuant to the terms of Amendment 1, the maturity date of the Delayed Draw Term Note was changed to March 31, 2022 (as further amended) from March 31, 2021. Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment of all or any portion of the interest due or cash payments up to a certain conversion portion of the Delayed Draw Term Note, to receive shares of Series K Preferred Stock; however, after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s common stock at the price the Company last sold shares of the Company’s common stock; ● On October 23, 2020, $ 3,367 , including principal and accrued interest of the Delayed Draw Term Note, converted into shares of the Company’s Series K Preferred Stock, which shares were further converted into shares of the Company’s common stock; 18 ● On May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased to a rate of 10.0 % per annum from a rate of 15.0 % per annum; ● On December 28, 2021, the Company drew down $ 5,086 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid of $ 509 , the Company received net proceeds of $ 4,578 ; and ● On February 15, 2023, pursuant to Amendment 4, the maturity date on the Delayed Draw Term Note was extended to (i) December 31, 2022 from March 31, 2022 for $ 5,925 of principal due and (ii) December 31, 2023 from March 31, 2022 for $ 4,000 of principal due, subject to certain acceleration terms. Amendment 4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal quarter on the principal amount outstanding under the note at an aggregate rate of 10.0 % per annum, subject to adjustment in the event of default. The following table summarizes the long-term debt: Schedule of Long Term Debt As of March 31, 2022 As of December 31, 2021 Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Principal Balance (including accrued interest) Unamortized Discount and Debt Issuance Costs Carrying Value Senior Secured Note, as amended, matures December 31, 2023 $ 62,691 $ ( 1,584 ) $ 61,107 $ 62,691 $ ( 1,935 ) $ 60,756 Delayed Draw Term Note, as amended, matures December 31, 2023 9,928 ( 259 ) 9,669 9,928 ( 567 ) 9,361 Total $ 72,619 $ ( 1,843 ) $ 70,776 $ 72,619 $ ( 2,502 ) $ 70,117 Current portion $ 5,847 $ 5,744 Long-term portion 64,929 64,373 Total $ 70,776 $ 70,117 As of March 31, 2022 and December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $ 9,669 and $ 9,361 , respectively, was as follows: (1) $ 5,847 and $ 5,744 for the first draw (including accrued interest and less unamortized discount and debt issuance costs of $ 78 and $ 180 ), respectively; and (2) $ 3,822 and $ 3,617 for the second draw (including accrued interest and less unamortized discount and debt issuance costs of $ 181 and $ 387 ), respectively. As of March 31, 2022, the effective interest rate of the Senior Secured Note, Delayed Draw Term Note first draw and second draw were 11.4 % , 11.7 % and 12.5 % , respectively. The following table summarizes principal maturities of long-term debt: Schedule of Principal Maturities of Long-term Debt Years Ending December 31, 2022 $ 5,924 2023 66,695 Total $ 72,619 19 9. Preferred Stock The Company has the authority to issue 1,000,000 shares of preferred stock, $ 0.01 par value per share, consisting of authorized and/or outstanding shares as of March 31, 2022 as follows: ● 1,800 authorized shares designated as “Series G Convertible Preferred Stock”, of which 168 shares are outstanding. ● 23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which 14,556 shares are outstanding. Series H Preferred Stock The Company recorded the issuance of 70,380 shares of the Company’s common stock upon conversion of 510 shares of the Company’s series H convertible preferred stock (the “Series H Preferred Stock”) during the three months ended March 31, 2022, as reflected on the condensed consolidated statements of stockholders’ deficiency. Series L Preferred Stock On May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock. Each preferred stock purchase right entitles the registered holder to purchase, subject to a rights agreement, from the Company one one-thousandth of a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $ 0.01 per share (the “Series L Preferred Stock”), at a price of $4.00, subject to certain adjustments. The Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common stock. The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged, the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common stock . The rights agreement pursuant to the Series L Preferred Stock was set to expire on May 3, 2022; however, the board of directors elected to extend the expiration date, which extension is evidenced by an amended and restated rights agreement, dated May 2, 2022, by and between the Company and the rights agent, and which extension is subject to ratification by the Company’s stockholders. 10. Stockholders’ Equity Common Stock The Company has the authority to issue 1,000,000,000 shares of common stock, $ 0.01 par value per share. On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $ 34,498 pursuant to a firm commitment underwritten public offering of 4,181,603 shares of the Company’s common stock (on February 15, 2022 the Company issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter’s overallotment that was exercised on March 10, 2022), at a public offering price of $ 8.25 per share. The Company received net proceeds of $ 32,058 , after deducting underwriting discounts and commissions and other offering costs payable by the Company. In additions, the Company directly incurred offering costs of $ 1,568 and recorded $ 30,490 upon the issuance of its common stock, as reflected on the condensed consolidated statement of stockholders’ deficiency. Common Stock Warrants The Company issued warrants to purchase shares of the Company’s common stock to MDB Capital Group, LLC (the “MDB Warrants”), Strome Mezzanine Fund LP (the “Strome Warrants”), and B. Riley (the “B. Riley Warrants”) in connection with various financing transactions (collectively, the “Financing Warrants”). The Financing Warrants outstanding and exercisable as of March 31, 2022 are summarized as follows: Schedule of Common Stock Financing Warrants Outstanding and Exercisable Exercise Price Expiration Date Total Outstanding and Exercisable (Shares Strome Warrants $ 11.00 June 15, 2023 68,182 B. Riley Warrants 7.26 October 18, 2025 39,773 MDB Warrants 25.30 October 19, 2022 5,435 MDB Warrants 55.00 October 19, 2022 2,728 Total 116,118 The intrinsic value of exercisable but unexercised in-the-money stock warrants as of March 31, 2022 was $ 142 , based on a fair market value of the Company’s common stock of $ 10.83 per share on March 31, 2022. 20 11. Compensation Plans The Company provides stock-based compensation in the form of (a) restricted stock awards to certain employees (referred to as the “Restricted Stock Awards”), (b) stock option grants to employees, directors and consultants under the 2016 Plan (as described below), (c) stock option awards, restricted stock awards, unrestricted stock awards, and stock appreciation rights to employees, directors and consultants under the 2019 Plan (as described below), (d) stock option awards outside of the 2016 Plan and 2019 Plan to certain officers, directors and employees (referred to as the “Outside Options”), (e) common stock warrants to the Company’s publisher partners (referred to as the “Publisher Partner Warrants”), and (f) common stock warrants to ABG-SI, LLC (referred to as the “ABG Warrants”). Stock-based compensation and equity-based expense charged to operations or capitalized during the three months ended March 31, 2022 and 2021 are summarized as follows: Summary of Stock-based Compensation Restricted Stock Awards 2016 Plan 2019 Plan Outside Options ABG Warrants Totals During the Three Months Ended March 31, 2022 Cost of revenue $ 430 $ 14 $ 1,714 $ - $ - $ 2,158 Selling and marketing - 9 591 - - 600 General and administrative - 48 3,941 105 515 4,609 Total costs charged to operations 430 71 6,246 105 515 7,367 Capitalized platform development - 5 682 - - 687 Total stock-based compensation $ 430 $ 76 $ 6,928 $ 105 $ 515 $ 8,054 During the Three Months Ended March 31, 2021 Cost of revenue $ 24 $ 127 $ 1,290 $ 2 $ - $ 1,443 Selling and marketing - 5 972 75 - 1,052 General and administrative 3 117 2,128 - 356 2,604 Total costs charged to operations 27 249 4,390 77 356 5,099 Capitalized platform development 5 3 299 2 - 309 Total stock-based compensation $ 32 $ 252 $ 4,689 $ 79 $ 356 $ 5,408 Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of March 31, 2022 was as follows: Schedule of Unrecognized Compensation Expense Restricted Stock 2016 2019 Outside ABG Awards Plan Plan Options Warrants Totals Unrecognized compensation cost $ 1,925 $ - $ 44,563 $ - $ 1,988 $ 48,476 Expected weighted-average period expected to be recognized (in years) 1.18 - 1.84 - 1.57 1.81 Stock Option Repricing On March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted under the Company’s 2016 Stock Incentive Plan (the “2016 Plan”) and the 2019 Equity Incentive Plan (the “2019 Plan”) that had an exercise price above $ 8.82 per share, including certain outstanding stock options held by senior management of the Company. The Stock Option Repricing also included certain outstanding stock options granted outside of the 2016 Plan and 2019 Plan, which repricing is still subject to stockholder approval. As a result of the Stock Option Repricing, the exercise prices were set to $ 8.82 per share, which was the closing sale price of the Company’s common stock as listed on the NYSE American exchange on March 18, 2022. Except for the repricing of the stock options under the 2019 Plan, all terms and conditions of each stock option remains in full force and effect. For the repricing of the stock options under the 2019 Plan, the Company (i) modified the exercise price; (ii) will allow cashless exercise as a method of paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements. All other term and conditions of each of the stock options under the 2019 Plan remains in full force and effect. 21 The Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company, including senior management, resulted in incremental cost of $ 6,061 , of which $ 143 was recognized at the time of the Stock Option Repricing for the fully vested awards and included in our condensed consolidated statement of operations, and $ 5,918 will recognized over the remaining vesting term of the original award at the repricing date. 12. Revenue Recognition Disaggregation of Revenue The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition: Schedule of Disaggregation of Revenue 2022 2021 Three Months Ended March 31, 2022 2021 Revenue by category: Digital revenue Digital advertising $ 21,646 $ 9,540 Digital subscriptions 6,461 7,085 Other revenue 3,465 746 Total digital revenue 31,572 17,371 Print revenue Print advertising 1,368 1,533 Print subscriptions 15,303 14,711 Total print revenue 16,671 16,244 Total $ 48,243 $ 33,615 Revenue by geographical market: United States $ 47,321 $ 32,528 Other 922 1,087 Total $ 48,243 $ 33,615 Revenue by timing of recognition: At point in time $ 41,782 $ 26,530 Over time 6,461 7,085 Total $ 48,243 $ 33,615 Contract Balances The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services. The following table provides information about contract balances: Schedule of Contract with Customer, Asset and Liability March 31, 2022 December 31, 2021 As of March 31, 2022 December 31, 2021 Unearned revenue (short-term contract liabilities): Digital revenue $ 12,815 $ 14,693 Print revenue 35,704 39,337 Total unearned revenue (short-term contract liabilities) $ 48,519 $ 54,030 Unearned revenue (long-term contract liabilities): Digital revenue $ 1,321 $ 1,446 Print revenue 11,041 13,831 Total unearned revenue (long-term contract liabilities) $ 12,362 $ 15,277 Unearned Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under the contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the condensed consolidated balance sheets. 22 13. Income Taxes The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. The provision effective tax rate for the three months ended March 31, 2022 and 2021 was 0.1 % and 0.0 %, respectively. The deferred income taxes for the three months ended March 31, 2022 was primarily due to discrete items. The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against most of the deferred tax assets as of March 31, 2022 and 2021. 14. Related Party For the three months ended March 31, 2022, the Company had certain transactions with B. Riley, a principal stockholder, where it paid fees associated with the common stock public offering totaling $ 2,440 . For the three months ended March 31, 2022 and 2021, the Company paid in cash or accrued interest that was added to the principal on the Senior Secured Note and Delayed Draw Term Note due to B. Riley, a principal stockholder, of $ 1,815 (paid in cash) and $ 1,852 (accrued interest that was added to the principal), respectively. Service and Consulting Contracts For the three months ended March 31, 2022 and 2021, the Company paid James C. Heckman, its former Chief Executive Officer, consulting fees of $ 165 and $ 52 , respectively, in connection with a consulting agreement, as amended from time to time. For the three months ended March 31, 2022, the Company paid an entity affiliated with Mr. Heckman, Roundtable Media, L.L.C., a net revenue share amount of $ 82 in connection with a partner agreement. Repurchases of Restricted Stock On December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel of HubPages, Inc., including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 16,802 shares of the Company’s common stock at a price of $ 88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr. Edmondson and his spouse of $ 67 per month (see Note 5). 23 15. Commitments and Contingencies Contingent Liability In connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an investor presentation, which the Company publicly filed. Specifically, the furnishing of the investor presentation publicly may have constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act. Any liability would depend upon the number of shares purchased by investors who reviewed and relied upon the investor presentation. If a claim were brought by any such investor and a court were to conclude that the public disclosure of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold to the investors at the original purchase price, plus statutory interest. The Company could also incur considerable expense in contesting any such claims. As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or threatened by any investors. The likelihood and magnitude of this contingent liability, if any, is not determinable at this time. Claims and Litigation From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. 16. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements . Compensation Plans From April 1, 2022 through the date these condensed consolidated financial statements were issued, the Company granted common stock options, restricted stock units and restricted stock awards totaling 252,525 , all of which remain outstanding. Acquisition of Athlon Holdings, Inc. On April 1, 2022, the Company acquired 100 % of the issued and outstanding capital stock of Athlon Holdings, Inc. (“Athlon”) for a purchase price of $ 18,100 , comprised of (i) a cash portion of $ 15,100 , with $ 11,800 paid at closing (including cash acquired of $ 1,800 ) and $ 3,200 to be paid post-closing (as further described below) and (ii) the issuance of 314,103 shares of the Company’s common stock with a fair market value of $ 3,000 (the fair market value of the common stock issuance was determined based on the average closing price of the Company’s common stock for the 10 trading days preceding the April 1, 2022 closing date), subject to a customary working capital adjustment based on current assets less current liabilities as of the closing date. Certain of Athlon’s key employees entered into either advisory agreements or employment agreements with the Company. The amount to be paid post-closing of $3,200 will be paid as follows: (i) $3,000 will be paid on the nine-month anniversary of the closing date, or January 1, 2023, and (ii) $245 will be paid within two business days from the date the Company receives proceeds from the sale of all or a portion of the equity interest in Just Like Falling Off a Bike, LLC that was held by Athlon as of the closing date (this amount was paid on April 4, 2022). 24 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2022 and 2021 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Form 10-K filed with the SEC on April 1, 2022. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those set forth above. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.” Overview We operate a best-in-class technology platform empowering premium publishers who impact, inform, educate and entertain. We operate the print and digital business at SI.com for Sports Illustrated (“Sports Illustrated”), own and operate TheStreet, Inc. (the “TheStreet”), own and operate more than 40 brands with our HubPages, Inc. (“HubPages”) business; own and operate Athlon Holdings, Inc. (“ Parade”), which includes titles such as Parade, Spry, and Relish, and the brands Athlon Sports and Athlon Outdoors with more than 25 special interest titles including Harris’ Farmer’s Almanac and Mopar Action, and we power more than 200 independent brands. Our proprietary technology platform (the “Platform”) provides digital publishing, distribution, data, marketing and monetization capabilities for the Sports Illustrated and TheStreet businesses as well as a subset of independent, professionally managed, online media publishers (each a “Publisher Partner”). Of the more than 200 Publisher Partners, a large majority of them publish content within one of our three verticals of sports, finance or lifestyle, and oversee an online community for their respective sites, leveraging our Platform, monetization operation, distribution channels and data and analytics offerings and engages the collective audiences within a single network. Our lifestyle vertical will also see significant benefits with the acquisition of Parade and as we apply our existing technology to this new acquisition. Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction with their content. Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners onto a single platform and a large and experienced sales organization. They may also benefit from our membership marketing and management systems, which we believe will enhance their revenue. Additionally, we believe the lead brand within each vertical creates a halo benefit for all Publisher Partners in the vertical while each of them adds to the breadth and quality of content. While they benefit from these critical performance improvements they also may save substantially in costs of technology, infrastructure, advertising sales, and member marketing and management. Our 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. Liquidity and Capital Resources Cash and Working Capital Facility As of March 31, 2022, our principal sources of liquidity consisted of cash of $22,480. In addition, as of March 31, 2022, we had the use of additional proceeds from our working capital facility with FPP Finance LLC (“FastPay”) in the amount of $15,709, subject to eligible accounts receivable. As of March 31, 2022, the outstanding balance of the FastPay working capital facility was $9,291. We also had accounts receivable, net of our advances from FastPay of $10,707 as of March 31, 2022. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $13,179. 25 Material Contractual Obligations We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third-party services, the majority of which are due in the next 12 months. See Notes 3, 6 and 8 in our accompanying condensed consolidated financial statements for amounts outstanding as of March 31, 2022, related to leases, liquidated damages and long-term debt. There have been no material changes from the disclosures in our Form 10-K. Contingent Liability Finally, we may have a contingent liability arising out of possible violations of the Securities Act in connection with an investor presentation, which we furnished as Exhibit 99.2 to our Current Report on Form 8-K and Current Report on Form 8-K/A filed on January 31, 2022 and February 1, 2022, respectively. Specifically, the furnishing of the investor presentation publicly may have constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be deemed to be a prospectus that 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. Any liability would depend upon the number of shares purchased by investors who reviewed and relied upon such investor presentation that may have constituted a potential violation of Section 5 of the Securities Act. If a claim were brought by any such ‘recipients’ of such investor presentation and a court were to conclude that the public disclosure of such investor presentation constituted a violation of Section 5 of the Securities Act, we could be required to repurchase the shares sold to the investors who reviewed such investor presentation at the original purchase price, plus statutory interest. We could also incur considerable expense in contesting any such claims. As of the date of the filing of this Quarterly Report, no legal proceedings or claims have been made or threatened by any investors in our offering. Such payments and expenses, 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. Working Capital Deficit We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital deficit as of March 31, 2022 and December 31, 2021 was as follows: As of March 31, 2022 December 31, 2021 Current assets $ 80,392 $ 77,671 Current liabilities (96,442 ) (116,413 ) Working capital deficit (16,050 ) (38,742 ) As of March 31, 2022, we had a working capital deficit of $16,050, as compared to $38,742 as of December 31, 2021, consisting of $80,392 total current assets and $96,442 total current liabilities. As of December 31, 2021, our working capital deficit consisted of $77,671 in total current assets and $116,413 in total current liabilities. Our cash flows during the three months ended March 31, 2022 and 2021 consisted of the following: Three Months Ended March 31, 2022 2021 Net cash used in operating activities $ (13,311 ) $ (1,511 ) Net cash used in investing activities (1,653 ) (966 ) Net cash provided by (used in) financing activities 28,095 (2,032 ) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 13,131 $ (4,509 ) Cash, cash equivalents, and restricted cash, end of period $ 22,982 $ 5,026 26 For the three months ended March 31, 2022, net cash used in operating activities was $13,311, consisting primarily of $58,227 of cash paid (i) to employees, Publisher Partners, expert contributors, suppliers, and vendors, and (ii) for revenue share arrangements, advance of royalty fees and professional services; and (iii) $2,160 of cash paid for interest, offset by $47,076 of cash received from customers (including payments received in advance of performance obligations). For the three months ended March 31, 2021, net cash used in operating activities was $1,511, consisting primarily of $39,210 cash paid (i) to employees, Publisher Partners, suppliers, and vendors, (ii) for revenue share arrangements, advance of royalty fees and professional services; and (iii) $260 of cash paid for interest offset by $37,959 of cash received from customers (including payments received in advance of performance obligations). For the three months ended March 31, 2022, net cash used in investing activities was $1,653, consisting primarily of $1,582 for capitalized costs for our Platform and $71 for property and equipment. For the three months ended March 31, 2021, net cash used in investing activities was $966 consisting primarily of $868 for capitalized costs for our Platform and $98 for property and equipment. For the three months ended March 31, 2022, net cash provided by financing activities was $28,095, consisting primarily of $32,058 (excludes accrued offering costs of $1,568) in net proceeds from the public offering of common stock less (i) $2,697 from repayments of our FastPay line of credit; (ii) $710 related to payments of restricted stock liabilities; and (iii) $556 for tax payments relating to the withholding of shares of common stock for certain employees. For the three months ended March 31, 2021, net cash used in financing activities was $2,032 consisting primarily of $1,752 from repayments of our FastPay line of credit and $280 in payments of restricted stock liabilities. Results of Operations Three Months Ended March 31, 2022 and 2021 Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Revenue $ 48,243 $ 33,615 $ 14,628 43.5 % Cost of revenue 28,497 28,208 289 1.0 % Gross profit 19,746 5,407 14,339 265.2 % Operating expenses Selling and marketing 17,216 17,529 (313 ) -1.8 % General and administrative 13,514 5,638 7,876 139.7 % Depreciation and amortization 4,202 3,963 239 6.0 % Loss of impairment of assets 257 - 257 100.0 % Total operating expenses 35,189 27,130 8,059 29.7 % Loss from operations (15,443 ) (21,723 ) 6,280 -28.9 % Total other expenses (2,992 ) (3,740 ) 748 -20.0 % Loss before income taxes (18,435 ) (25,463 ) 7,028 -27.6 % Income taxes (14 ) - (14 ) 100.0 % Net loss $ (18,449 ) $ (25,463 ) $ 7,014 -27.5 % Basic and diluted net loss per common share $ (1.20 ) $ (2.44 ) $ 1.24 -50.8 % Weighted average number of common shares outstanding – basic and diluted 15,381,306 10,456,052 4,925,254 47.1 % For the three months ended March 31, 2022, the net loss was $18,449, as compared to $25,463 for the three months ended March 31, 2021, which represents an improvement of $7,014. The primary driver for the improvement in net loss is due to an $14,628 increase in revenue, which was partially offset by an increase in operating expenses of $8,059 during the three months ended March 31, 2022. The increase in revenues was attributable to management’s decision to make a strategic shift to focus on premium content providers and reduced reliance on Partner Publisher guarantees in September 2020 as well as the addition of the results of The Spun, which was acquired in June 2021. 27 Revenue The following table sets forth revenue, cost of revenue, and gross profit: Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Revenue $ 48,243 $ 33,615 $ 14,628 43.5 % Cost of revenue 28,497 28,208 289 1.0 % Gross profit $ 19,746 $ 5,407 $ 14,339 265.2 % For the three months ended March 31, 2022 we had gross profit of $19,746, as compared to $5,407 for the three months ended March 31, 2021, an improvement of $14,339. Gross profit percentage for the three months ended March 31, 2022 was 40.9%, as compared to 16.1% for the three months ended March 31, 2021. The improvement in gross profit percentage was driven by our strategic shift to eliminate most Publisher Partner guarantees near the end of fiscal 2020. As a result, Publisher Partner revenue share as a percentage of digital advertising revenue was 23.3% for the three months ended March 31, 2022, as compared to 55.0% for the three months ended March 31, 2021. In addition, we continue to experience high contributions from our digital advertising. The following table sets forth revenue by category: Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Digital revenue Digital advertising $ 21,646 $ 9,540 $ 12,106 126.9 % Digital subscriptions 6,461 7,085 (624 ) -8.8 % Other revenue 3,465 746 2,719 364.5 % Total digital revenue 31,572 17,371 14,201 81.8 % Print revenue Print advertising 1,368 1,533 (165 ) -10.8 % Print subscriptions 15,303 14,711 592 4.0 % Total print revenue 16,671 16,244 427 2.6 % Total revenue $ 48,243 $ 33,615 $ 14,628 43.5 % For the three months ended March 31, 2022, total revenue increased $14,628 to $48,243 from $33,615 for the three months ended March 31, 2021. The primary sources of revenue for the three months ended March 31, 2022 were as follows: (i) digital advertising of $21,646, (ii) digital subscriptions of $6,461, (iii) other digital revenue of $3,465, (iv) print advertising of $1,368 and (iv) print subscriptions of $15,303. The primary driver of the increase in our total revenue is derived from our digital advertising revenue which increased by $12,106. The main drivers of the increase in digital advertising revenue include an additional $6,018 of revenue generated as a result of The Spun business, which was acquired during the second quarter of 2021, $4,073 from Sports Illustrated due to an increase in advertising sponsorships, $759 generated from TheStreet; and $1,256 generated from other business. Our other digital revenue, primarily consisting of licensing and e-commerce revenue, increased by $2,719 due to additional revenue for certain licensing agreements related to, SI Swim and other Sports Illustrated media businesses. 28 Cost of Revenue The following table sets forth cost of revenue by category: Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Publisher Partner revenue share payments $ 5,042 $ 5,250 $ (208 ) -4.0 % Hosting, bandwidth, and software licensing fees 481 601 (120 ) -20.0 % Fees paid for data analytics and to other outside services providers 1,380 667 713 106.9 % Royalty fees 3,750 3,750 - 0.0 % Content and editorial expenses 9,744 9,636 108 1.1 % Printing, distribution and fulfillment costs 2,747 3,498 (751 ) -21.5 % Amortization of developed technology and platform development 2,311 2,167 144 6.6 % Stock-based compensation 2,157 1,444 713 49.4 % Other cost of revenue 885 1,195 (310 ) -25.9 % Total cost of revenue $ 28,497 $ 28,208 $ 289 1.0 % For the three months ended March 31, 2022, we recognized cost of revenue of $28,497, as compared to $28,208 for the three months ended March 31, 2021, which represents an increase of $289. Cost of revenue for the first quarter of 2022, was impacted by increases in (i) stock-based compensation of $713, and (ii) fees paid for data analytics and outside service providers of $713, partially offset by decreases in (iii) printing, distribution, and fulfillment costs of $751, and (iv) other costs of revenue related to SI Swim of $310. Operating Expenses The following table sets forth operating expenses: Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Selling and marketing $ 17,216 $ 17,529 $ (313 ) -1.8 % General and administrative 13,514 5,638 7,876 139.7 % Depreciation and amortization 4,202 3,963 239 6.0 % Loss on impairment of assets 257 - 257 100.0 % Total operating expenses $ 35,189 $ 27,130 $ 8,059 29.7 % Operating expenses for the three months ended March 31, 2022 increased by $8,059 to $35,189 from $27,130 for the three months ended March 31, 2021. Selling and Marketing . For the three months ended March 31, 2022, we incurred selling and marketing costs of $17,216, as compared to $17,529 for the three months ended March 31, 2021. The decrease in selling and marketing costs of $313 is primarily related to a $2,205 decrease in payroll of selling and marketing account management support teams due to a reclass to general and administrative expense offset by an increase in circulation costs of $1,893. The increase in circulation costs reflects the effects of acquisition accounting where agency fees were excluded from subscribers that existed upon acquisition, and benefited the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2022. General and Administrative . For the three months ended March 31, 2022, we incurred general and administrative costs of $13,514 as compared to $5,638 for the three months ended March 31, 2021. The $7,876 increase in general and administrative expenses is primarily due to an increase in payroll, along with the related benefits and stock-based compensation, of $7,382 and other general corporate expenses of $390. 29 Other Expenses The following table sets forth other expenses: Three Months Ended March 31, 2022 versus 2021 2022 2021 $ Change % Change Change in valuation of warrant derivative liabilities $ - $ (665 ) $ 665 -100.0 % Interest expense (2,820 ) (2,820 ) - 0.0 % Liquidated damages (172 ) (255 ) 83 -32.5 % Total other expenses $ (2,992 ) $ (3,740 ) $ 748 -20.0 % Change in Valuation of Warrant Derivative Liabilities . The change in valuation of warrant derivative liabilities for the three months ended March 31, 2022 was the result of the decrease in the fair value of the warrant derivative liabilities as of March 31, 2022, as compared to the change in the valuation for the three months ended March 31, 2021. The change in the valuation is not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock. Interest Expense . We incurred interest expense of $2,820 for the three months ended March 31, 2022 and 2021. Liquidated Damages . We recorded $172 accrued interest as liquidated damages, during the three months ended March 31, 2022 primarily from the issuance of our convertible debentures, Series H convertible preferred Stock, Series I convertible preferred stock, Series J convertible preferred stock and Series K convertible preferred stock since we determined that: (i) the registration statements registering for resale the shares of our common stock issuable upon conversion of such securities would not be declared effective within the requisite time frame; and (ii) 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 $255 in for the three months ended March 31, 2021 primarily from issuance of the same securities as outlined above based upon the reasons set forth above. Use of Non-GAAP Financial Measures We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss, adjusted for (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in derivative valuations, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) professional and vendor fees, and (ix) employee restructuring payments. Our non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP Adjusted EBITDA as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations is that Adjusted EBITDA: ● does not reflect stock-based compensation and, therefore, does not include all of our compensation costs; ● does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; ● does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us; ● does not reflect deferred income taxes, which is a noncash expense; 30 ● does not reflect the change in derivative valuations and, although this is a noncash expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock; ● does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to); ● does not reflect any losses from the impairment of assets, which is a noncash operating expense; ● does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and ● does not reflect payments related to employee restructuring changes for our former Chief Executive Officer. The following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the periods indicated: Three Months Ended March 31, 2022 2021 Net loss $ (18,449 ) $ (25,463 ) Add: Interest expense (1) 2,820 2,820 Deferred income taxes 14 - Depreciation and amortization (2) 6,513 6,130 Stock-based compensation (3) 7,367 5,099 Change in derivative valuations - 665 Liquidated damages (4) 172 255 Loss on impairment of assets (5) 257 - Professional and vendor fees (6) - 1,719 Employee restructuring payments (7) 174 61 Adjusted EBITDA $ (1,132 ) $ (8,714 ) (1) Represents interest expense of $2,820 and $2,820, for the three months ended March 31, 2022 and 2021, respectively. Interest expense is related to our capital structure. Interest expense varies over time due to a variety of financing transactions. Interest expense includes $660 and $694 for amortization of debt discounts for the three months ended March 31, 2022 and 2021, respectively, which are a noncash item and presented in our condensed consolidated statements of cash flows. Investors should note that interest expense will recur in future periods. (2) Represents depreciation and amortization related to our developed technology and Platform included within cost of revenues of $2,311 and $2,167 and depreciation and amortization included within operating expenses of $4,202 and $3,963 for the three months ended March 31, 2022 and 2021, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. (3) Represents noncash costs arising from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. 31 (4) Represents damages (or interest expense related to accrued liquidated damages) we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. (5) Represents our impairment of certain assets that no longer are useful. (6) Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers, and other vendors related to the preparation of periodic reports in order for us to become current in our reporting obligations (“Delinquent Reporting Obligations Services”). With respect to the Delinquent Reporting Obligations Services, we incurred professional and vendor fees in the first quarter of 2021 related to the preparation of our annual reports for fiscal years 2018 and 2019 (which contained the financial information for the quarterly periods during fiscal 2019), and our quarterly reports fiscal 2020. The amount of fees incurred in connection with the Delinquent Reporting Obligations Services is adjusted based on our best estimate of the amount we expect we would ordinarily incur to meet our reporting obligations pursuant to the Exchange Act. (7) Represents severance payments to our former Chief Executive Officer for the three months ended March 31, 2022 and 2021. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of such date in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Changes in Internal Control over Financial Reporting In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 32 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may be subject to claims and litigation arising in the ordinary course of business. We are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows. ITEM 1A. RISK FACTORS There are numerous factors that affect our business and operating results, many of which are beyond our control. The risk factors described in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K, for the year ended December 31, 2021, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with SEC in connection with evaluating us, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following sets forth certain unregistered sales of our equity securities during the three months ended March 31, 2021 through the date of filing this Quarterly Report that have not been previously disclosed: On March 7, 2022, we issued 88,188 shares of common stock to Mr. Ross Levinsohn in connection with the vesting of outstanding restricted stock units. The per share fair value on the issuance date was $8.36. In connection with the issuance, we withheld an additional 67,023 shares of common stock for taxes due which were withhold at a per share fair value of $8.28. 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. On March 22, 2022, we issued 34,500 shares of our common stock upon the conversion of 250 shares of Series H Convertible 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. On March 23, 2022, we issued 16,760 shares of our common stock pursuant to the asset purchase agreement, dated March 9, 2020, by and between us and Petametrics Inc., doing business as LiftIgniter. The per share fair value on the issuance date was $9.51. 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. On March 22, 2022, we issued 34,500 shares of our common stock upon the conversion of 250 shares of Series H Convertible 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. On March 25, 2022, we issued 1,380 shares of our common stock upon the conversion of 10 shares of Series H Convertible 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. On April 1, 2022, we issued 314,103 shares of our common stock pursuant to the stock purchase agreement, dated April 1, 2022, by and between us and Athlon Holdings, Inc. The number of shares issued was based on the average closing price of our common stock on the 10 trading days preceding April 1, 2022, the closing date. The per share fair value on the issuance date was $10.00. 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. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None. 33 ITEM 6. EXHIBITS The following documents are filed as part of this Quarterly Report: Exhibit Number Description of Document 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 20, 2022, and which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on January 26, 2022. 3.2 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, and which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on January 26, 2022. 3.3 Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, and which was filed as Exhibit 3.9 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-262111) filed on February 9, 2022. 10.1 Bonus Letter, dated October 6, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2022. 10.2 Amendment No. 1 to Second Amended and Restated executive Employment Agreement, dated December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022. 10.3 Form of Stock Purchase Agreement, dated January 24, 2022, by and between the Company and several stockholders, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022. 10.4 Amendment No. 4 to Second Amended and Restated Note Purchase Agreement, dated as of January 23, 2022, by and among the Company, Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, College Spun Media Incorporated, and BRF Finance Co., LLC as Agent and Purchaser, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 28, 2022. 10.5 Form of Amendment to Options Agreements by and between the Company and Douglas Smith, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 24, 2022. 10.5 Underwriting Agreement, dated February 10, 2022, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters, which was filed as Exhibit 1.1 to our Current Report on Form 8-K filed on February 11, 2022. 10.6 Amended and Restated Rights Agreement, dated May 2, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 3, 2022. 31.1* Chief Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Chief Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Chief Executive Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Chief Financial Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS** Inline XBRL Instance Document 101.SCH** Inline XBRL Taxonomy Extension Schema Document 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 34 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The Arena Group Holdings, Inc. Date: May 4, 2022 By: /s/ ROSS LEVINSOHN Ross Levinsohn Chief Executive Officer (Principal Executive Officer) Date: May 4, 2022 By: /s/ SPIROS CHRISTOFORATOS Spiros Christoforatos Chief Accounting Officer (Principal Accounting Officer) 35