What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-31 compared with 2022-04-01 · 694 added, 555 removed, 104 unchanged (92% of the section changed)

are numerous factors that affect our business and operating results, many of which are beyond our control.

The following is a description

of significant factors that might cause our future results to differ materially from those currently expected.

The risks described below

are not the only risks we face.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may

also affect our business operations.

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

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

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

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

The risks discussed below also include forward-looking

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

See the section

entitled “Cautionary Statement Regarding Forward-Looking Statements.”

RELATED TO OUR BUSINESS AND OUR FINANCIAL CONDITION

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

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

to take unprecedented measures in response.

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

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

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

disruption in global financial markets.

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

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

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

If that happens, it is

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

Given that Sports Illustrated, which relies on sporting events

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

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

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

Future widespread shutdowns

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

We continue to monitor the situation and take

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

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

to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.

liquidity and capital requirements will depend upon numerous factors, including the success of our offerings and competing technological

and market developments.

We may need to raise funds through public or private financings, strategic relationships, or other arrangements.

There can be no assurance that such funding, will be available on terms acceptable to us, or at all.

Furthermore, any equity financing

will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating

flexibility with respect to certain business matters.

Strategic arrangements may require us to relinquish our rights or grant licenses

to some or substantial parts of our intellectual property.

If funds are raised through the issuance of equity securities, the percentage

ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such

equity securities may have rights, preferences, or privileges senior to those of the holders of our existing capital stock.

funds are not available on acceptable terms, we may not be able to continue operating, develop or enhance products, take advantage of

future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating

results, and financial condition.

We have a history of losses.

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

Our accumulated

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

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

sufficient revenue to achieve and maintain profitability.

There is no assurance that our operations will generate sufficient

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

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

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

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

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

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

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

As a public company, we are required to comply

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

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

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

access financing on favorable terms, or at all.

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

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

During the evaluation and testing process of our internal

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

that our internal control over financial reporting is effective.

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

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

Any failure to maintain internal control over financial

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

If we are unable

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

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

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

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

Failure to remedy any material weakness in our

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

could also restrict our future access to the capital markets.

in our common stock involves a high degree of risk.

Listed below is a summary of the principal risks that could adversely affect our

business, operations and financial results.

There are numerous factors that affect our business, operations and financial results, many

of which are beyond our control.

The risks described below are not the only risks we face.

Additional risks and uncertainties not presently

known to us or that we currently deem immaterial may also affect our business operations.

If any of the following risks actually occur,

our business, financial condition, results of operations, cash flows, or our ability to pay our debts and other liabilities could suffer.

As a result, the trading price and liquidity of our securities could decline, perhaps significantly, and you could lose all or part of

your investment.

The risks discussed below also include forward-looking statements and our actual results may differ substantially from

those discussed in these forward-looking statements.

See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

All dollar figures are presented in thousands unless otherwise stated.

RELATED TO OUR BUSINESS

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

would be seriously harmed.

The success of our business heavily depends on the size of our user base and the level of engagement

of our users.

Thus, our business performance will also become increasingly dependent on our ability to increase levels of user engagement

in existing and new markets.

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

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

increasingly engage with competing platforms instead of ours;

success of our business heavily depends on the size of our user base and the level of engagement of our users.

Thus, our business performance

will also become increasingly dependent on our ability to increase levels of user engagement in existing and new markets.

We are continuously

subject to a highly competitive market in order to attract and retain our users’ attention.

A number of factors could negatively

affect user retention, growth, and engagement, including if:

users increasingly engage with competing platforms instead of ours;

fail to introduce new and exciting products and services, or such products and services do not achieve a high level of market acceptance;

fail to accurately anticipate consumer needs, or we fail to innovate and develop new software and products that meet these needs;

fail to accurately anticipate user needs, or we fail to innovate and develop new software and products that meet these needs;

fail to price our products competitively;

do not provide a compelling user experience because of the decisions we make regarding the type and frequency of advertisements that

are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage on our products;

are unable to combat spam, bugs, malwares, viruses, hacking, or other hostile or inappropriate usage of our products or the Platform;

are changes in user sentiment about the quality or usefulness of our existing products in the short-term, long-term, or both;

are increased user concerns related to privacy and information sharing, safety, or security;

are increased user concerns related to privacy and information sharing, safety, or security on the Platform;

are adverse changes in our products or services that are mandated by legislation, regulatory authorities, or legal proceedings;

4 unchanged sentences

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

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

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

of operations.

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

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

ourselves as a successful player in a new business area.

Our inability to do so would have an adverse impact on our business, financial

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

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

condition, and results of operations.

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

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

or that we will establish ourselves as a successful player in any new business area we decide to enter in the future.

Our inability to

do so would have an adverse impact on our business, financial condition, and results of operations.

market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The digital media industry is fragmented and highly competitive.

There are many players in the digital media market, many with

greater name recognition and financial resources, which may give them a competitive advantage.

Some of our current and potential competitors

have substantially greater financial, technical, marketing, distribution, and other resources than we do.

Our competitors may be able

to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, customer, and user requirements

digital media industry is fragmented and highly competitive.

There are many players in the digital media market, many with greater name

recognition and financial resources, which may give them a competitive advantage.

Some of our current and potential competitors have

substantially greater financial, technical, marketing, distribution, and other resources than we do.

Our competitors may be able to respond

more quickly and effectively than we can to new or changing opportunities, technologies, standards, customer, and user requirements and

In addition, our customers and strategic partners may become competitors in the future.

Certain of our competitors may be

able to negotiate alliances with strategic partners on more favorable terms than we are able to negotiate.

Certain of our competitors may be able

to negotiate alliances with strategic partners on more favorable terms than we are able to negotiate.

Pricing pressures and increased

3 unchanged sentences

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

sales and payment cycle for online advertising is long, and such sales may not occur when anticipated or at all, all of which could adversely

affect our business.

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

Some of their budgets are planned

a full year in advance.

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

that are beyond our control.

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

pay at all, or require partial “make-goods” based on performance.

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

affect our business.

rely on content contributed by third party providers, which has in turn attracted users that drive advertising and subscription revenue.

The loss of the services of any of such key contributors could have a material adverse effect on our business, operating results, and

financial condition.

Although we have service agreements with some of our key contributors, many are short term in nature or have cancelation

clauses in the agreements.

We also depend on our ability to identify, attract, and retain, other highly skilled third-party content contributors.

Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate,

or retain them.

The loss or limitation of the services of any of our key third party contributors, or our inability to attract and retain

additional qualified key contributors, could have a material adverse effect on our business, financial condition, or results of operations.

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

Platform performs complex functions and is vulnerable to undetected errors or unforeseen defects that could result in a failure to operate

or inefficiency.

There can be no assurance that errors and defects will not be found in current or new products or, if discovered, that

we will be able to successfully correct them in a timely manner or at all.

The occurrence of errors and defects could result in loss

of or delay in revenue, loss of market share, increased development costs, diversion of development resources and injury to our reputation

or damage to our efforts to expand brand awareness.

growing percentage of users whose computers, tablets, or phones that do not support identification through third-party cookies, mobile

identifiers, or other tracking technologies could adversely affect our business, results of operations, and financial conditions.

use “cookies,” or small text files placed on user devices when an Internet browser is used, as well as mobile device identifiers,

to connect users’ computers anonymously to information that we gather, enabling the Platform to demonstrate to advertisers its

Our cookies and mobile device identifiers do not identify users directly, but provide an anonymized identifier that connects

users to our records on what that user views or clicks on, as well as other information provided by the user’s device.

M ore and more devices have offered

functionalities that block such anonymized identifiers or provided the ability for the users to proactively block such anonymized identifiers,

which could reduce the ability of the Platform to discover which users are most relevant to a message or to measure the effectiveness

of such messages.

Some prominent technology companies, including Google, have also announced intentions

to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking users.

As companies replace cookies,

it is possible that such companies may rely on proprietary algorithms or statistical methods to track users without cookies, or may utilize

log-in credentials entered by users into other web properties owned by these companies, such as their email services, to track web usage,

including usage across multiple devices, which could come into conflict with local regulations in various jurisdictions.

we believe the Platform is well-positioned to continue to provide key data insights to advertisers without cookies, actions

by advertisers to buy advertising based on alternative identifiers could lead to changes in purchase behavior of such advertisers, thereby

possibly impacting our operations, and our financial condition could be adversely affected.

Publisher Partners may engage in intentional or negligent misconduct or other improper activities on the Platform or otherwise misuse

the Platform, which may damage our brand image, our business and our results of operations.

Platform provides our owned and operated media businesses, Publisher Partners, and individual creators contributing content to our owned

and operated sites the ability to produce and manage editorially focused content through tools and services provided by us.

not be able to monitor or edit a significant portion of the content, such as advertising content, that appears on the Platform.

a mix of automated and human controls to detect and manage editorial content produced by Publisher Partners and individual creators

that could cause damage to our brands.

Publisher Partner misconduct and misuse of the Platform for inappropriate or illegal purposes occurs, user experience on the Platform

may suffer, and claims may be brought against us.

Our business and public perception of our brands may be materially and adversely affected

if we face any related lawsuits or other liabilities.

Platform and our technology systems contain open source software, which may pose particular risk to our proprietary software and Platform

features and functionalities in a manner that negatively affect our business.

use open source software in the Platform and our technology systems and will continue to use open source software in the future.

risks in this regard, we have set up an internal system to monitor the open source software we use in our operation and to manage the

risk it poses to our business.

Despite these risk management efforts, open source software licenses could be construed in a manner that

imposes unanticipated conditions or restrictions on our ability to provide our services through the various features and functionalities

of the Platform.

Additionally, we may face claims from third parties claiming ownership of, or demanding release of, the open source

software or derivative works that we developed using such software.

These claims could result in litigation and could require us to make

our software source code freely available, purchase a costly license or cease offering the implicated services unless and until we can

re-engineer them to avoid infringement.

This re-engineering process could require significant additional technology and development resources,

and we may not be able to complete it successfully.

AND OPERATIONAL RISKS

may have difficulty managing our growth.

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

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

In the past two years, we have

entered into multiple strategic transactions.

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

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

To manage any further growth, we

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

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

We also will be required to expand our finance, administrative, technical, and

operations staff.

There can be no assurance that our current and planned personnel, systems, procedures, and controls will be adequate

to support our anticipated growth, that management will be able to hire, train, retain, motivate, and manage required personnel or that

our management will be able to successfully identify, manage and exploit existing and potential market opportunities.

If we are unable

to manage growth effectively, our business could be harmed.

have added, and expect to continue to add, Publisher Partner and end-user support capabilities, to continue software development activities,

and to expand our administrative operations.

In the past two years, we have entered into multiple strategic transactions.

These strategic

transactions, which have significantly expanded our business, have and are expected to place a significant strain on our managerial,

operational, and financial resources.

To manage any further growth, we will be required to improve existing, and implement new, operational,

customer service, and financial systems, procedures and controls and expand, train, and manage our growing employee base.

be required to expand our finance, administrative, technical, and operations staff.

There can be no assurance that our current and planned

personnel, systems, procedures, and controls will be adequate to support our anticipated growth, that management will be able to hire,

train, retain, motivate, and manage required personnel or that our management will be able to successfully identify, manage and exploit

existing and potential market opportunities.

If we are unable to manage growth effectively, our business could be harmed.

strategic relationships that we may be able to develop and on which we may come to rely may not be successful.

We will seek to

develop strategic relationships with advertising, media, technology, and other companies to enhance the efforts of our market penetration,

business development, and advertising sales revenues.

will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance the efforts of our market

penetration, business development, and advertising sales revenues.

These relationships are expected to, but may not, succeed.

There can be no assurance

that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships with

attractive partners.

Our inability to successfully implement our strategy of building valuable strategic relationships could harm our

be no assurance that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships

with attractive partners.

Our inability to successfully implement our strategy of building valuable strategic relationships could harm

our business.

rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers.

11 unchanged sentences

business, financial condition, and results of operations.

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

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

Some of their budgets are planned a full

year in advance.

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

beyond our control.

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

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

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

the loss of which could adversely affect our business.

Our future success largely depends upon the continued services of our

key executive officers, management team, and other key personnel.

The loss of the services of any of such key personnel could have a

material adverse effect on our business, operating results, and financial condition.

We depend on the continued services of our key personnel

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

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

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

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

We do not believe that any of our executive

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

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

team will remain with us.

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

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

Competition for such personnel is intense,

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

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

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

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

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

affect our business.

We rely on content contributed by third party providers, which has in turn attracted users that drive advertising

and subscription revenue.

The loss of the services of any of such key contributors could have a material adverse effect on our business,

operating results, and financial condition.

Although we have service agreements with some of our key contributors, many are short term

in nature or have cancelation clauses in the agreements.

We also depend on our ability to identify, attract, and retain, other highly

skilled third-party content contributors.

Competition for such contributors is intense, and there can be no assurance that we will be

able to successfully attract, assimilate, or retain them.

The loss or limitation of the services of any of our key third party contributors,

or the inability to attract and retain additional qualified key contributors, could have a material adverse effect on our business, financial

condition, or results of operations.

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

The Platform performs complex functions and

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

There can be no assurance

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

them in a timely manner or at all.

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

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

significant portion of our revenues is derived from a single customer.

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

significantly.

fiscal 2022, we had revenues from one customer that comprised approximately 13.9% of our annual revenue.

Therefore, we are highly dependent

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

The loss of this customer, or a significant reduction in

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

We attempt to diversify our business in

order to minimize any revenue concentration risk.

Interruptions

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

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

amount of time.

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

software development teams for their continued performance.

It is possible that the Platform may experience performance problems due

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

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

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

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

complex and our user traffic increases.

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

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

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

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

Moreover, the Partner Agreements with

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

disruption in the Platform.

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

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

and operating results may be adversely affected.

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

an acceptable amount of time.

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

operations, and software development teams for their continued performance.

It is possible that the Platform may experience performance

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

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

or other security related incidents.

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

period of time.

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

the Platform becomes more complex and our user traffic increases.

If the Platform software is unavailable or if our users are unable

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

Therefore, in the event of any

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

the Partner Agreements with our Publisher Partners include service level standards that obligate us to provide credits or termination

rights in the event of a significant disruption in the Platform.

To the extent that we do not effectively address capacity constraints,

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

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

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

We rely on software and services licensed from, and cloud platforms provided by, third parties in order to offer

our digital media services.

Any errors or defects in third-party software or cloud platforms could result in errors in, or a failure

of, our digital media services, which could harm our business.

Any damage to, or failure of, these third-party systems generally could

result in interruptions in the availability of our digital media services.

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

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

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

reduce our ability to generate revenue.

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

offerings are unreliable.

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

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

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

These providers

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

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

is critical to our success.

rely on software and services licensed from, and cloud platforms provided by, third parties in order to offer our digital media services.

Any errors or defects in third-party software or cloud platforms could result in errors in, or a failure of, our digital media services,

which could harm our business.

Any damage to, or failure of, these third-party systems generally could result in interruptions in the

availability of our digital media services.

As a result of this third-party reliance, we may experience the aforementioned issues, which

could cause us to render credits or pay penalties, could cause our Publisher Partners to terminate their contractual arrangements with

us, and could adversely affect our ability to grow our audience of unique visitors, all of which could reduce our ability to generate

Our business would also be harmed if our users and potential users believe our product and services offerings are unreliable.

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

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

We are also subject to certain standard

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

These providers have broad discretion

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

Therefore, we believe

that maintaining successful partnerships with Amazon Web Services, Google Cloud, and other third-party suppliers is critical to our success.

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

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

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

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

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

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

and used by subscribers.

and used by our users.

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

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

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

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

1 unchanged sentence

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

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

Any security breach

caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions

or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer viruses

could harm our business, financial condition and operating results.

Any failure to detect such attack and maintain performance, reliability,

security and availability of products and technical infrastructure to the satisfaction of our users may also seriously harm our reputation

and our ability to retain existing users and attract new users.

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

Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional

malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer

viruses could harm our business, financial condition and operating results.

Any failure to detect such attack and maintain performance,

reliability, security and availability of products and technical infrastructure to the satisfaction of our users may also seriously harm

our reputation and our ability to retain existing users and attract new users.

information technology systems are susceptible to a growing and evolving threat of cybersecurity risk.

Any substantial compromise of

our data security, whether externally or internally, or misuse of agent, customer, or employee data, could cause considerable damage

to our reputation, cause the public disclosure of confidential information, and result in lost sales, significant costs, and litigation,

which would negatively affect our financial position and results of operations.

Although we maintain policies and processes surrounding

the protection of sensitive data, which we believe to be adequate, there can be no assurances that we will not be subject to such claims

in the future.

Any compromise of our data security,

whether externally or internally, or misuse of agent, customer, or employee data, could cause considerable damage to our reputation,

cause the public disclosure of confidential information, and result in lost sales, significant costs, and litigation, which would negatively

affect our financial position and results of operations.

Although we maintain policies and processes surrounding the protection of data,

which we believe to be adequate, there can be no assurances that we will not be subject to such claims in the future.

we are unable to protect our intellectual property rights, our business could suffer.

Our success significantly depends on our

proprietary technology.

We rely on a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure

and invention assignment agreements and other methods to protect our proprietary technology.

However, these only afford limited protection,

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

consider proprietary or confidential.

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

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

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

that we may obtain.

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

of the United States.

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

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

If we resort to legal proceedings

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

from our business operations.

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

protection of our proprietary rights.

success significantly depends on our proprietary technology.

We rely on a combination of copyright, trademark and trade secret laws,

employee and third-party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology.

However, these only afford limited protection, and unauthorized parties may attempt to copy aspects of the Platform’s features

and functionality, or to use information that we consider proprietary or confidential.

There can be no assurance that the Platform will

be protectable by patents, but if it is, any efforts to obtain patent protection that is not successful may harm our business in that

others will be able to use our technologies.

For example, previous disclosures or activities unknown at present may be uncovered in the

future and adversely impact any patent rights that we may obtain.

In addition, the laws of some foreign countries do not protect proprietary

rights to the same extent as do the laws of the United States.

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

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

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

and could distract our management from our business operations.

Our business, profitability and growth prospects could be adversely affected

if we fail to receive adequate protection of our proprietary rights.

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

intellectual property rights.

Some of our competitors, and other third parties, may own technology patents, copyrights, trademarks,

trade secrets and website content, which they may use to assert claims against us.

We cannot assure you that we will not become subject

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

Any claim or litigation alleging

that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, and whether

or not settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the

time and attention of our management and technical personnel.

of our competitors, and other third parties, may own technology patents, copyrights, trademarks, trade secrets and website content, which

they may use to assert claims against us.

We cannot assure you that we will not become subject to claims that we have misappropriated

or misused other parties’ intellectual property rights.

Any claim or litigation alleging that we have infringed or otherwise violated

intellectual property or other rights of third parties, with or without merit, and whether or not settled out of court or determined

in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and

technical personnel.

results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

4 unchanged sentences

we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property

infringement claims against us, such payments or costs could have a material adverse effect upon our business and financial results.

are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including

privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution,

data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection

of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions

or sanctions, securities law compliance, and online payment services.

The introduction of new products, expansion of our activities

in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, monetary penalties or other

government scrutiny.

In addition, foreign data protection, privacy, competition, and other laws and regulations can impose different

obligations or be more restrictive than those in the United States.

Many of these laws and regulations are still evolving and could be

interpreted or applied in ways that could limit or harm our business, require us to make certain fundamental and potentially detrimental

changes to the products and services we offer, or subject us to claims.

For example, laws relating to the liability of providers of online

services for activities of their users and other third-parties are currently being tested by a number of claims, including actions based

on invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature

and content of the materials searched, the ads posted, or the content provided by users.

In addition, there have been calls by members

of Congress, from both parties, to limit the scope of the current immunities and safe harbors afforded online publishers with regard

to user content and communications under the federal Digital Millennium Copyright Act and the federal Communications Decency Act.

material reduction of those protections would make us more vulnerable to third party claims arising out of user content published by

our online services.

United States federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition

infringement claims against us, such payments or actions could have a material adverse effect upon our business and financial results.

are subject to a variety of laws and regulations in the United States and abroad that are constantly evolving and involve matters central

to our business, including privacy, data protection, and personal information, rights of publicity, content, intellectual property, advertising,

marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications,

competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic

or other trade prohibitions or sanctions, securities law compliance, and online payment services, and the related compliance costs and

our failure to comply with these laws and regulations could adversely affect our business.

must comply with regulations in the United States as well as any other regulations adopted by other countries where we may do business.

The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject

us to additional laws, regulations, monetary penalties or other government scrutiny.

In addition, foreign data protection, privacy, competition,

and other laws and regulations can impose different and/or conflicting obligations or be more restrictive than those in the United States.

These United States federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition

to government entities, are constantly evolving and can be subject to significant change, which could adversely affect our business.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly

in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country

and inconsistently with our current policies and practices.

Any change in legislation and regulations could affect our business.

example, regulatory or legislative actions affecting the manner in which we display content to our users or obtain consent to various

practices could adversely affect user growth and engagement.

Such actions could affect the manner in which we provide our services or

adversely affect our financial results.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the

new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently

with our current policies and practices.

For example, laws relating to the liability of providers of online services for activities of

their users and other third-parties are currently being tested by a number of claims, including actions based on invasion of privacy

and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the

materials searched, the ads posted, or the content provided by users.

In addition, there have been calls by members of Congress, from

both parties, to limit the scope of the current immunities and safe harbors afforded online publishers with regard to user content and

communications under the federal Digital Millennium Copyright Act and the federal Communications Decency Act.

Any material reduction

of those protections would make us more vulnerable to third party claims arising out of user content published by our online services.

particular, the adoption or modification of laws or regulations relating to online media, communities, commerce, security and privacy

could harm our business, operating results and financial condition by increasing our compliance costs and administrative burdens.

may take years to determine whether and how existing laws such as those governing intellectual property, privacy, security, libel, consumer

protection, and taxation apply.

Laws and regulations directly applicable to Internet activities are becoming more diverse and prevalent

in all global markets.

The growth and development of Internet content, commerce and communities may prompt calls for more stringent consumer

protection laws, privacy laws and data protection laws, both in the United States and abroad, as well as new laws governing the taxation

of these activities.

Compliance with any newly adopted laws may prove difficult for us and may harm our business, operating results,

and financial condition.

For example, regulatory or legislative actions affecting the manner in which we display content to our users

or obtain consent to various practices could adversely affect user growth and engagement.

Such actions could affect the manner in which

we provide our services or adversely affect our financial results.

significant penalties could be imposed on us for failure to comply with various statutes or regulations.

10 unchanged sentences

errors and those intentionally caused by third parties, may expose us to a risk of loss, unauthorized disclosure or other misuse of this

information, litigation liability and regulatory exposure, reputational harm and increased security costs.

We and our third-party

service providers experience cyber-attacks of varying degrees on a regular basis.

We expect to incur significant costs in ongoing efforts

to detect and prevent cybersecurity-related incidents and these costs may increase in the event of an actual or perceived data breach

or other cybersecurity incident.

The COVID-19 pandemic has increased opportunities for cyber-criminals and the risk of potential cybersecurity

incidents, as more companies and individuals work online.

We cannot ensure that our efforts to prevent cybersecurity incidents will succeed.

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

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

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

We could also incur significant legal and financial exposure,

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

on our business, reputation and operating results.

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

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

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

Our employees are highly experienced, having

worked in our industry for many years.

Prior employers may try to assert that our employees are breaching restrictive covenants and other

limitations imposed by past employment arrangements.

We believe that all of our employees are free to work for us in their various capacities

and have not breached past employment arrangements.

Notwithstanding our care in our employment practices, a prior employer may assert

Such claims will be costly to contest, highly disruptive to our work environment, and may be detrimental to our operations.

information, litigation liability, regulatory exposure, reputational harm and increased security costs.

and our third-party service providers experience cyber-attacks of varying degrees on a regular basis, one of which infiltrated our systems

and accessed a limited amount of our non-financial and encrypted data.

We expect to incur significant, increasing costs in ongoing efforts

to detect and prevent cybersecurity-related incidents.

The COVID-19 pandemic has increased opportunities for cyber-criminals and the

risk of potential cybersecurity incidents, as more companies and individuals work online.

We cannot ensure that our efforts to prevent

cybersecurity incidents will succeed.

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

of our cybersecurity controls.

Our users or business partners, including our Publisher Partners, could lose trust and confidence in us,

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

We could also incur significant legal and financial exposure, including

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

business, reputation and operating results.

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

a significant cybersecurity incident could subject us to liability or other damages that exceed our insurance coverage, increase the

cost of our insurance policy going forward, and preclude us from obtaining adequate insurance levels in the future.

or future strategic alliances, long-term investments and acquisitions may have a material and adverse effect on our business, reputation

and results of operations.

may enter into strategic alliances with various third parties to further our business purpose from time to time.

These alliances could

subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party

and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business.

have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties

suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity

or harm to our reputation by virtue of our association with any such third party.

In addition, if appropriate opportunities arise, we

may acquire additional assets, products, technologies or businesses that are complementary to our existing business.

Future acquisitions

and the subsequent integration of new assets and businesses into our own would require significant attention from our management and

could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations.

Acquisitions may not achieve our goals and could be viewed negatively by users, business partners or investors.

Acquisitions could result

in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill

impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Moreover, the costs of identifying and consummating acquisitions may be significant.

In addition to possible shareholders’ approval,

we may also have to obtain approvals and licenses from relevant authorities for the acquisitions, which could result in increased delay

products may require availability of components or known technology from third parties and their non-availability can impede our growth.

We license/buy certain technology integral to our products from third parties, including open-source and commercially available

Our inability to acquire and maintain any third-party product licenses or integrate the related third-party products into our

products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified,

licensed, and integrated.

license/buy certain technology integral to our products from third parties, including open-source and commercially available software.

Our inability to acquire and maintain any third-party product licenses or integrate the related third-party products into our products

in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed,

and integrated.

We also expect to require new licenses in the future as our business grows and technology evolves.

provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

regulations may increase our costs of doing business.

The adoption or modification of laws or regulations relating to online

media, communities, commerce, security and privacy could harm our business, operating results and financial condition by increasing our

costs and administrative burdens.

It may take years to determine whether and how existing laws such as those governing intellectual property,

privacy, security, libel, consumer protection, and taxation apply.

Laws and regulations directly applicable to Internet activities are

becoming more diverse and prevalent in all global markets.

We must comply with regulations in the United States, as well as any other

regulations adopted by other countries where we may do business.

The growth and development of Internet content, commerce and communities

may prompt calls for more stringent consumer protection laws, privacy laws and data protection laws, both in the United States and abroad,

as well as new laws governing the taxation of these activities.

Compliance with any newly adopted laws may prove difficult for us and

may harm our business, operating results, and financial condition.

may face lawsuits or incur liabilities in the future in connection with our businesses.

In the future, we may face lawsuits or

incur liabilities in connection with our businesses.

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

available on the Platform.

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

rights and rights of publicity and privacy.

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

on the Platform.

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

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

We could also face fines

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

If any of these

events occur, our business could be seriously harmed.

We cannot provide

assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

business is subject to the risk of catastrophic events such as pandemics, earthquakes, flooding, fire, and power outages, and to interruption

by man-made problems such as acts of war and terrorism.

business is vulnerable to damage or interruption from pandemics, including the ongoing COVID-19 pandemic, earthquakes, flooding, fire,

power outages, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events.

A significant

natural disaster could have a material adverse effect on our business, results of operations, and financial condition, and our insurance

coverage may be insufficient to compensate us for losses that may occur.

Furthermore, acts of terrorism, which may be targeted at metropolitan

areas that have higher population density than rural areas, could cause disruptions in our or our Publisher Partners’ businesses

or the economy as a whole.

Our technology infrastructure may also be vulnerable to computer viruses, break-ins, denial-of-service attacks,

and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical

We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting New York and

other states where we have properties.

As we rely heavily on our computer and communications systems and the Internet to conduct our

business and provide high-quality user and customer service, these disruptions could negatively impact our ability to run our business

and either directly or indirectly disrupt our Publisher Partners’ businesses, which could adversely affect our business, results

of operations, and financial condition.

with the reporting obligations under the United States securities laws and Section 404 of the Sarbanes-Oxley Act (“Sarbanes”)

require expenditure of capital and other resources and may divert management’s attention.

If we fail to comply with these reporting

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

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

a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, Sarbanes and other applicable

securities rules and regulations, including the preparation of annual reports, quarterly reports, and current reports.

Complying with

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

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

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

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

Compliance with these

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

Any of these results may adversely

affect our operating results.

we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes and other applicable securities rules and regulations

in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits,

and our ability to access financing on favorable terms could be restricted severely.

We will also not be able to obtain independent accountant

certifications required for public companies under Sarbanes if we fail to or are unable to comply with Sarbanes.

In addition, pursuant

to Section 404 of Sarbanes, we are required to evaluate and provide a management report of our systems of internal control over financial

reporting and our independent registered public accounting firm is required to annually audit the effectiveness of our internal control

over financial reporting commencing with the year ended December 31, 2022, which has, and will continue to, require increased costs,

expenses and management resources.

discussed in Item 9A of this Annual Report on Form 10-K, in the course of preparing our financial statements, we identified material

weaknesses in our internal control over financial reporting related to (i) controls over segregation of duties consistent

with control objectives related to our information technology general controls specifically as relates to change management and (ii)

insufficient validation of non-Google impression data provided by certain third-party service providers .

As a result of the identified material weaknesses, our management concluded that our internal control over financial reporting was not

effective as of December 31, 2022.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will

not be prevented or detected on a timely basis.

The material weaknesses identified in Item 9A of this Annual Report on Form 10-K did

not result in any misstatement of our financial statements.

Our management is currently evaluating remedial actions to address the material

weaknesses identified as of December 31, 2022.

However, our remediation efforts may be inadequate, or we may in the future discover material

weaknesses in other areas of our internal control over financial reporting that require remediation.

cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the

control deficiencies that led to the material weaknesses in our internal control over financial reporting or that they will prevent or

avoid potential future material weaknesses.

to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition

or results of operations.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent

registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial

reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common

stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

Failure to remedy

any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required

of public companies, could also restrict our future access to the capital markets.

we fail to timely meet our reporting obligations under the Exchange Act, Sarbanes and other applicable securities rules and regulations

in their entirety, we could be subject to penalties under federal securities laws and regulations of the NYSE American and face lawsuits,

and our ability to access financing on favorable terms could be restricted severely.

We will also not be able to obtain independent accountant

certifications required for public companies under Sarbanes if we fail to or are unable to comply with Sarbanes.

In addition, pursuant

to Section 404 of Sarbanes, we are required to evaluate and provide a management report of our systems of internal control over financial

reporting and our independent registered public accounting firm is required to annually audit the effectiveness of our internal control

over financial reporting commencing with the year ended December 31, 2022, which has, and will continue to, require increased costs,

expenses and management resources.

During the evaluation and testing process of our internal controls, if we identify one or more material

weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting

is effective.

We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over

financial reporting in the future.

Any failure to maintain internal control over financial reporting could severely inhibit our ability

to accurately report our financial condition or results of operations.

If we are unable to conclude that our internal control over financial

reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant

deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our

financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the

SEC or other regulatory authorities.

Failure to remedy any material weakness in our internal control over financial reporting, or to

implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital

economic and market conditions could adversely affect our business, reputation and results of operations.

services, products and properties are may be adversely impacted by uncertain economic conditions, including the impact of the ongoing

COVID-19 pandemic;

the Ukraine – Russia conflict;

adverse changes in interest rates, foreign currency exchange rates, tax laws

or tax rates;

contraction in the availability of credit in the marketplace due to legislation or other economic

conditions, which may potentially impair our ability to access the capital markets on terms acceptable to us or at all;

and the effects

of government initiatives to manage economic conditions.

Moreover, we cannot predict how future economic conditions will affect our users

and Publisher Partners and any negative impact on our users or Publisher Partners may also have an adverse impact on our results of operations

or financial condition.

A severe or prolonged economic downturn, as result of a global pandemic such as the COVID-19 pandemic or otherwise,

could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise

additional capital when needed on favorable terms, if at all.

Any of the foregoing could harm our business and we cannot anticipate all

of the ways in which the current economic climate and financial market conditions could adversely impact our business.

RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION, AND INTERNAL CONTROL

the general economic and market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances

that we will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations.

future liquidity and capital requirements will depend upon numerous factors, including the success of the Platform, our offerings, competing

technological developments, and general economic and market conditions, which have presented substantial uncertainty in recent months.

We may need to raise funds through public or private financings, strategic relationships, or other arrangements.

There can be no assurance

that such funding will be available on terms acceptable to us, or at all.

Furthermore, any equity financing will be dilutive to existing

stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect

to certain business matters.

Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial

parts of our intellectual property.

If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders

will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights,

preferences, or privileges senior to those of the holders of our existing capital stock.

If adequate funds are not available on acceptable

terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive

pressures, any of which could have a material adverse effect on our business, operating results, and financial condition.

have a history of losses.

fiscal 2022, we had net loss of approximately $70,858 compared to approximately $89,940 in fiscal 2021.

Our accumulated deficit as of

December 31, 2022 was approximately $323,071.

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

achieve and maintain profitability.

There is no assurance that our operations will generate sufficient cash flows to support our continued

operations in the future without needing to seek additional capital funding or borrowings.

We can provide no assurance that if we need

to seek such additional outside capital that it will be available on favorable terms or at all.

Any failure to achieve and maintain profitability

could have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition.

results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors.

operate in an evolving industry, and as a result, our business has evolved over time such that our operating history makes it difficult

to evaluate our business and future prospects.

Our results of operations have fluctuated in the past, and future results of operations

are likely to fluctuate as well.

Although we have experienced substantial revenue growth, we may not be able to sustain this growth rate

or current revenue levels or achieve profitability.

In addition, because our business is evolving, our historical results of operations

may be of limited utility in assessing our future prospects.

We expect to face challenges, risks, and difficulties frequently experienced

by growing companies in rapidly developing industries, including those relating to:

changes in demand and pricing for our products, services and

the Platform;

developing, maintaining, and expanding relationships with Publisher

Partners and advertisers;

and developing new solutions that are adopted by and meet the needs of Publisher Partners

and advertisers;

competing against companies with a larger user and customer

base or greater financial or technical resources;

changes in the pricing policies of Publisher Partners, advertisers

and competitors;

changes in our access to valuable user data;

costs to develop and upgrade the Platform to incorporate new

technologies;

related to the acquisition of businesses, talent, technologies, or intellectual property,

including potentially significant amortization costs and possible write-downs;

seasonality in our business;

the length and complexity of our sales cycles;

the timing of stock-based compensation expense;

potential costs to attract, onboard, retain and motivate qualified

to evolving industry standards and government regulations that impact our business, particularly

in the areas of data protection and consumer privacy;

in demand as a result of changes in the macroeconomic environment, as a result of inflation,

changes in interest rates or foreign exchange rates, or otherwise;

further expanding our business in other markets.

one or more of the factors above may result in significant fluctuations in our results of operations.

You should not rely on our past

results as an indicator of our future performance.

many of our expenses are based upon forecast demand and may be difficult to reduce in the short term, volatility in quarterly revenue

could cause significant variations in quarterly results of operations.

We may not forecast our revenue or expenses accurately, which

may cause our results of operations to diverge from our estimates or the expectations of securities analysts, and investors.

to meet or exceed such expectations for these or any other reasons, the trading price of our common stock could fall, and we could face

costly litigation, including securities class action lawsuits.

future litigation against us could be costly and time-consuming to defend.

have in the past and may in the future become subject to legal proceedings and claims or regulatory inquiries or proceedings that arise

in the ordinary course of business, such as claims brought by our customers and partners in connection with commercial disputes, employment

claims made by our current or former employees, or claims for reimbursement following misappropriation of customer data.

we could face claims relating to information that is published or made available on the Platform.

In particular, the nature of our business

exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy.

We might not be able to

monitor or edit a significant portion of the content that appears on the Platform.

This risk is enhanced in certain jurisdictions outside

the United States where our protection from liability for third-party actions may be unclear and where we may be less protected under

local laws than we are in the United States.

We could also face fines or orders restricting or blocking our services in particular geographies

as a result of content hosted on our services.

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

Further, our employees

are highly experienced, having worked in our industry for many years and.

Prior employers may try to assert that our employees are breaching

restrictive covenants and other limitations imposed by past employment arrangements.

We believe that all of our employees are free to

work for us in their various capacities and have not breached past employment arrangements.

Notwithstanding our care in our employment

practices, a prior employer may assert a claim.

Such claims will be costly to contest, highly disruptive to our work environment, and

may be detrimental to our operations.

insurance might not cover any such claims that rise in the ordinary course of business, might not provide sufficient payments to cover

all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us.

A claim brought against

us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our results of operations and leading analysts

or potential investors to reduce their expectations of our performance, which could reduce the trading price of our common stock.

might result in substantial costs and may divert management’s attention and resources, which could adversely affect our business,

financial condition, results of operations, and prospects.

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

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

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

sufficient taxable income to make use of our NOLs.

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

of December 31, 2022, we had federal net operating loss carryforwards, or NOLs, due to prior period losses of $190,070,

and the NOLs could expire before we generate sufficient taxable income to make use of our NOLs.

Subject to certain limitations, NOLs

can be used to offset taxable income for U.S.

federal income tax purposes.

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

any year for U.S.

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

If an “ownership change”

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

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

to expire unused.

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

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

A significant portion of our revenues are

derived from a single customer.

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

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

Therefore, we are

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

The loss of this customer, or a significant

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

We attempt to diversify

our business in order to minimize any revenue concentration risk.

RELATED TO AN INVESTMENT IN OUR SECURITIES

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

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

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

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

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

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

in Section 5(b)(1) of the Securities Act and the Original PowerPoint may be deemed to be a prospectus that does not meet the requirements

of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act.

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

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

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

a violation of Section 5 of the Securities Act.

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

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

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

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

our common stock.

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

Further, if our use of the Original PowerPoint

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

or other sanctions under relevant federal and state securities laws.

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

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

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

Additionally,

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

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

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

and may divert management’s attention.

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

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

Complying with these rules and regulations have

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

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

The Exchange Act requires, among other things,

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

If we fail to or are unable to

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

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

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

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

may adversely affect our operating results.

is no assurance that we will be able

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

Our common stock is listed on NYSE American.

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

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

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

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

There can be no assurances that we will

be able to comply with such applicable continued listing standards.

Failure to remain in compliance may occur due to our acts

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

Our failure to meet the NYSE American’s

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

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

The liquidity of the shares of our common stock

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

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

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

effecting such sales.

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

Our Board has the

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

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

The issuance of additional

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

impact the market price of our common stock.

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

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

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

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

are issued and outstanding as of March 21, 2022.

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

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

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

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

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

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

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

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

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

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

of our stockholders.

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

capital or to refinance our debt.

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

without obtaining the approval of our stockholders.

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

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

Any sale of securities

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

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

However, Section 382 of the Internal Revenue Code of 1986,

as amended, may limit the NOLs we may use in any year for U.S.

federal income tax purposes in the event of certain changes in ownership

of our Company.

If an “ownership change” occurs, Section 382 would impose an annual limit on the amount of pre-ownership

change NOLs and other tax attributes we can use to reduce our taxable income, potentially increasing and accelerating our liability for

income taxes, and also potentially causing those tax attributes to expire unused.

In addition, our ability to use our net operating losses

is dependent on our ability to generate taxable income, and the net operating losses could expire before we generate sufficient taxable

income to make use of our net operating losses.

RELATED TO GOVERNANCE

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

the loss of which could adversely affect our business.

future success largely depends upon the continued services of our key executive officers, management team, and other key personnel.

loss of the services of any of such key personnel could have a material adverse effect on our business, operating results, and financial

We depend on the continued services of our key personnel as they work closely with both our employees and our Publisher Partners.

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

Although we have employment agreements with some of our key personnel,

these are at-will employment agreements, albeit with non-competition and confidentiality provisions and other rights typically associated

with employment agreements.

We do not believe that any of our executive officers are planning to leave or retire in the near term;

we cannot ensure that our executive officers or members of our management team will remain with us.

We also depend on our ability to

identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development,

and customer service personnel.

Competition for such personnel is intense, and there can be no assurance that we will be able to successfully

attract, assimilate, or retain sufficiently qualified personnel.

The loss or limitation of the services of any of our executive officers,

members of our management team, or key personnel, including our regional and country managers, or the inability to attract and retain

additional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.

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

1 unchanged sentence

lawsuits against our directors, officers, and employees.

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

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

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

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

We may also have contractual indemnification obligations

under any future employment agreements with our officers.

The foregoing indemnification obligations could result in us incurring substantial

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

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

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

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

Amended and Restated Certificate of Incorporation, as amended (our “Certificate of Incorporation”), and our Second Amended

and Restated Bylaws (our “Bylaws”) contain provisions permitting us to eliminate the personal liability of our directors

and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided

by Delaware law.

We may also have contractual indemnification obligations under any future employment agreements with our officers.

foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage

awards against directors and officers, which we may be unable to recoup.

These provisions and the resulting costs may also discourage

us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing

of derivative litigation by our stockholders against our directors and officers even through such actions, if successful, might otherwise

benefit us and our stockholders.

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

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

make our common stock less attractive to investors.

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

of Regulation S-K.

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

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

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

and registration statements;

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

Sarbanes-Oxley Act of 2002;

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

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

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

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

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

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

reporting company.

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

of our common stock.

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

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

to sell a significant number of shares of our stock.

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

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

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

will make our common stock less attractive to investors.

are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.

As a smaller reporting company, we are

eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies,

including, but not limited to reduced disclosure obligations, including with respect to executive compensation, in our periodic reports,

proxy statements, and registration statements.

We will continue to be a smaller reporting company if either (i) the market value of our

stock held by non-affiliates is less than $250 million as of the prior June 30, or (ii) our annual revenue is less than $100 million

during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as

of the prior June 30.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and

our stock price may be more volatile.

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

to our stockholders.

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

party to acquire us.

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

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

For example, our Certificate of Incorporation authorizes

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

or action by our stockholders.

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

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

These rights may have the effect of delaying or deterring

a change of control of us.

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

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

stockholder meetings.

to our stockholders and limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,

officers and employees.

contained in our Certificate of Incorporation and Bylaws could make it more difficult for a third party to acquire us.

Provisions in

our Certificate of Incorporation and Bylaws impose various procedural and other requirements, which could make it more difficult for

stockholders to affect certain corporate actions.

For example, our Certificate of Incorporation authorizes our Board to determine the

rights, preferences, privileges, and restrictions of unissued series of our Preferred Stock without any vote or action by our stockholders.

Thus, our Board can authorize and issue shares of our Preferred Stock with voting or conversion rights that could dilute the voting power

of holders of other series of our capital stock.

These rights may have the effect of delaying or deterring a change of control of us.

Additionally, our Certificate of Incorporation or Bylaws establish limitations on the removal of directors and include advance notice

requirements for nominations for election to our Board and for proposing matters that can be acted upon at stockholder meetings.

addition, our Certificate of Incorporation provides that a state or federal court located within the state of Delaware will be the exclusive

any derivative action or proceeding brought on our behalf;

any action asserting a breach of fiduciary duty;

any action asserting

a claim against us arising pursuant to the DGCL, our Certificate of Incorporation, or our Bylaws;

any action to interpret, apply, enforce,

or determine the validity of our Certificate of Incorporation or our Bylaws;

or any action asserting a claim against us that is governed

by the internal affairs doctrine.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial

forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits

with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in our restated certificate

of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action

in other jurisdictions, which could harm our business, operating results, and financial condition.

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

4 unchanged sentences

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

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

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

Features of our Rights

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

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

share of our Series L Junior Participating Preferred Stock for:

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

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

The description of such rights is set

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

Agreement is set to expire on May 3, 2022;

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

is subject to ratification by our stockholders.

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

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

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

and may reduce the amount of money available to us.

Our Certificate of Incorporation provides that we will indemnify our directors

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

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

Incorporation provides that:

Certificate of Incorporation provides that we will indemnify our directors and officers, in each case, to the fullest extent permitted

by Delaware law.

In addition, Section 145 of the DGCL or our Certificate of Incorporation provides that:

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

14 unchanged sentences

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

trading price of the shares of our common stock has been and may continue to be volatile and could subject us to litigation.

of companies in the media and technology industries have historically experienced high levels of volatility.

The trading price of our

common stock has fluctuated substantially and may continue to do so.

These fluctuations could cause you to incur substantial losses,

including all of your investment in our common stock.

Factors that could cause fluctuations in the trading price of our common stock,

some of which are beyond our control and may not be related to our operational or financial performance, include, among others, the following:

and volume fluctuations in the overall stock market from time to time;

● announcements

of new products, solutions or technologies, commercial relationships, acquisitions, or other

events by us or our competitors;

public’s reaction to our press releases, other public announcements, and filings with

● fluctuations

in the trading volume of our shares or the size of our public float, including in connection

with an acquisition;

of large blocks of our common stock;

or anticipated changes or fluctuations in our results of operations or financial projections;

of securities analysts to initiate or maintain coverage of us, changes in financial estimates

by any securities analysts who follow our company, or our failure to meet these estimates

or the expectations of investors;

● recruitment

or departures of key personnel;

● governmental

or regulatory developments or actions, or litigation involving us, our industry, or both

economic conditions and trends, including inflation and fluctuating interest rates;

political conditions and trends, political instability and acts of war or terrorism, including

the ongoing conflict between Russia and Ukraine;

health crises and related measures to protect the public health (such as the COVID-19 pandemic);

catastrophic events in our domestic and foreign markets;

in accounting standards, policies, guidelines, interpretations, or principles;

crashes,” “freeze flashes,” or other glitches that disrupt trading on the

securities exchange on which we are listed.

addition, if the market for stock of media and technology companies or the stock market, in general, experiences a loss of investor confidence,

the trading price of our common stock could decline for reasons unrelated to our business, results of operations, or financial condition.

The trading price of our common stock might also decline in reaction to events that affect other companies in the media and technology

industries even if these events do not directly affect us.

In the past, following periods of volatility in the market price of a company’s

securities, securities class action litigation has often been brought against that company.

If litigation is instituted against us, it

could subject us to substantial costs, divert management’s attention and resources, and adversely affect our business.

Board is authorized to issue additional shares of our common stock that would dilute existing stockholders and sales, distribution or

issuance of substantial amounts of our common stock could cause the market price of our common stock to decline.

Board has the power to issue any or all authorized but unissued shares of our common stock at any price and, in respect of our preferred

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

The issuance of additional

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

impact the market price of our common stock.

Moreover, the sale or distribution of a substantial number of shares of our common stock,

particularly sales by us or our directors, executive officers, and principal stockholders, or the perception that these sales or distributions

might occur in large quantities, could cause the market price of our common stock to decline.

In addition, shares subject to outstanding

warrants as well as the shares of common stock subject to outstanding options and restricted stock unit awards under our equity incentive

plans, and the shares reserved for future issuance under our equity incentive plans, will become eligible for sale in the public market

upon issuance, subject to compliance with applicable securities laws.

Further, we also may issue our capital stock or securities convertible

into our capital stock, from time to time in connection with financing, an acquisition, investments, or otherwise.

Any of the aforementioned

activity, could result in substantial dilution to our existing stockholders and cause the market price of common stock to decline.

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

of our stockholders.

may offer additional debt or equity securities in private or public offerings in order to raise working capital or to refinance our debt.

Our Board has the right to determine the terms and rights of any debt securities and preferred stock without obtaining the approval of

our stockholders.

It is possible that any debt securities or preferred stock that we sell would have terms and rights superior to those

of our common stock and may be convertible into shares of our common stock.

Any sale of securities could adversely affect the interests

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

market price of our common stock.

Unresolved Staff Comments

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

What changed 10-K

Item 1A. Risk Factors