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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-01 · 1819 added, 2362 removed, 1287 unchanged (76% of the section changed)

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our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of

our disclosure controls and procedures as of the fiscal year ended December 31, 2021.

This evaluation commenced in 2021 and continued

until the filing of this Annual Report.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial

Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required

to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the

time periods specified in the SEC’s rules and forms.

our disclosure controls and procedures as of and for the fiscal year ended December 31, 2022.

light of the material weaknesses described below, we performed additional analyses, reconciliations, and other post-closing procedures

to determine whether our consolidated financial statements are prepared in accordance with generally accepted accounting principles.

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our

disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in our

reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms.

addition, as permitted by SEC guidance, management excluded from its assessment the operations of Parade, which was acquired on April

1, 2022 and accounted for approximately 13.1% of our consolidated total assets as of December 31, 2022 and approximately 6.0% of our

consolidated revenue for the year ended December 31, 2022, and

Men’s Journal which was acquired on December 15, 2022 and accounted for approximately 12.3% of our consolidated total assets as

of December 31, 2022 and approximately 0.2% of our consolidated revenue for the year ended December 31, 2022.

Annual Report on Internal Control over Financial Reporting

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assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective

as of December 31, 2022 due to the material weaknesses described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

We have identified the following control deficiencies that constitute material weaknesses in our internal control

over financial reporting as of December 31, 2022:

we had inadequate segregation of duties consistent with control objectives related to our information technology general controls (“ITGCs”),

specifically as it relates to change management;

and (ii) there was insufficient validation of non-Google impression data provided by

certain third-party service providers.

These material weaknesses continue and have not been remediated as of the date of filing of this

Annual Report on Form 10-K.

is currently evaluating remedial actions to address the material weaknesses identified as of December 31, 2022.

material weaknesses identified did not result in any misstatement of our financial statements.

Report on Internal Control Over Financing Reporting

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of

the SEC that permit us to provide only management’s report in this Annual Report.

of Material Weakness

disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, we previously identified a material weakness in our

internal control over financial reporting, primarily as a result of (i) the lack of monitoring over the completeness and accuracy of

our underlying accounting records and ineffective controls over our period end financial disclosure and reporting processes and information

technology systems;

(ii) inadequate segregation of duties consistent with control objectives;

and (iii) a history of untimely filed periodic

of the date of this Annual Report, management believes that it has implemented specific measures sufficient to fully remediate each of

the deficiencies that had resulted in the material weakness.

Specific remedial actions undertaken by management have included, without

and identifying risks for significant accounts and disclosures based on the most recent financial statements and performing a financial

statement risk assessment;

mapping all of our entity-level controls to the framework established by the COSO Internal Control – 2013 Integrated

process documentation of procedures and controls for significant financial processes, reflective of an enhanced control environment;

a Chief Accounting Officer;

and assessing management review controls;

an information technology process risk and controls assessment which details management’s controls over user access reviews

of significant systems;

system and organizational controls reports for all in-scope systems;

procedures to ensure the segregation of duties and hiring additional resources to ensure appropriate review and oversight;

segregation of duties within key process and controls to determine whether segregation of duties existed as part of the existing

control or if compensating controls were in place to assist in mitigating any segregation of duties risks;

current in our Exchange Act filing obligations.

As a result of these remediation activities

and, based on the result of the operating effectiveness testing we performed for the new and modified controls, management concluded

that the previously disclose material weakness no longer existed as of December 31, 2021.

We will continue to monitor the effectiveness

of these and other processes, procedures, and controls and will make any further changes that management determines to be appropriate.

effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Marcum

LLP , an independent registered public accounting firm, as stated in their report included in Part

II, Item 8 of this Annual Report on Form 10-K.

in Internal Control over Financial Reporting

connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the

Sarbanes, we continue to review, test, and improve the effectiveness of our internal controls.

Except for the changes in connection

with our implementation of the remediation actions discussed above, under “Remediation of Material Weakness”

there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the during the fourth quarter and since the year ended December 31, 2021 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our

business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Officers and Directors

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

information required under this item is incorporated herein by reference to our proxy statement for our 2023 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2022.

Executive Compensation

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

information required under this item is incorporated herein by reference to our proxy statement for our 2023 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021, with the exception of those items listed below.

information required under this item is incorporated herein by reference to our proxy statement for our 2023 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2022, with the exception of those items listed below.

Authorized for Issuance Under Equity Compensation Plans

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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Average Exercise Price of Outstanding

Weighted Average Exercise Price of Outstanding

Options, Warrants and Rights

of Securities Remaining Available

Number of Securities Remaining Available

for Future Issuance

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Partner Warrant Program

December 19, 2016, as amended on August 23, 2017, and August 23, 2018, our Board approved the Channel Partner Warrant Program (the “Publisher

Partner Warrant Program”) to be administered by management that authorized us to grant to certain of the Publisher Partners, Publisher

Partner Warrants (the “Publisher Partner Warrants”) to purchase up to 90,910 shares of our common stock pursuant to the Publisher

Partner Warrant Program.

The Publisher Partner Warrant Program was intended to provide equity incentive to the Publisher Partners to

motivate and reward them for their services to us and to align the interests of the Publisher Partners with those of our stockholders.

The Publisher Partner Warrants had certain performance conditions.

Pursuant to the terms of the Publisher Partner Warrants, we would

notify the respective Publisher Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date,

one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares

vesting on the second anniversary of the notice date.

The Publisher Partner Warrants had a term of five years from issuance and could

also be exercised on a cashless basis.

Performance conditions are generally based on the average of number of unique visitors on the

channel operation by the Publisher Partner generated during the six-month period from the launch of the Publisher Partner’s operations

on our platform or the revenue generated during the period from the issuance date through a specified end date.

March 10, 2019, our Board terminated the initial Publisher Partner Warrant Program, and approved the “second” Publisher Partner

Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 227,273 shares of our common stock.

Such Publisher

Partner Warrants were to be issued with the same terms as the first Publisher Partner Warrant Program, except that the shares of our

common stock underlying these Publisher Partner Warrants are earned and vest over three years and have a five-term.

May 20, 2020, our Board terminated the second Publisher Partner Warrant Program, and approved the “third” Publisher Partner

Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 227,273 shares of our common stock.

Such Publisher

Partner Warrants granted under the third Publisher Partner Warrant Program were to be issued with the same terms as the second Publisher

Partner Warrant Program, except that any Publisher Partner Warrants issued under the third Publisher Partner Warrant Program are no longer

subject to performance conditions.

We have not granted any Publisher Partner Warrants since fiscal 2018.

May 20, 2020, our Board approved the third Publisher Partner Warrant

Program, which superseded the second Publisher Partner Warrant Program and authorized us to grant Publisher Partner Warrants to purchase

up to 90,910 shares of our common stock.

Such Publisher Partner Warrants granted under the third Publisher Partner Warrant Program were

to be issued with the same terms as under the second Publisher Partner Warrant Program that was terminated on March 10, 219, except that

any Publisher Partner Warrants issued under the third Publisher Partner Warrant Program are no longer subject to performance conditions.

Warrants issued under the second Publisher Partner Warrant Program were to be issued with the same terms as under the first Publisher

Partner Program, except that the shares of our common stock underlying the Publisher Partner Warrants under the second Publisher Partner

Warrant Program were to be earned and vest over three-years.

Warrants issued prior to the third and second Publisher Partner Warrant Programs,

or under the first Publisher Partner Warrant Program that was approved by our Board on December 19, 2016, were exercisable over a three-year

vesting period once earned based on certain performance conditions within six-months issuance, on a cashless basis with a five-year term.

The issuance of the Publisher Partner Warrants is administered by management and approved by our Board.

We have not granted any Publisher

Partner Warrants under any such program since fiscal 2018.

November 2, 2022, our Board approved a plan (the “Warrant Incentive Program”) to grant warrants to certain publishers

(the “New Publisher Partner Warrants”), that authorized us to grant New Publisher Partner Warrants to purchase up to

33,000 shares of our common stock.

The New Publisher Partner Warrants granted under the Warrant Incentive Program will have the

following terms:

(i) one-third will become exercisable and vest on the one-year anniversary of the issuance;

(ii) the remaining

warrants will become exercisable and vest in a series of twenty-four (24) successive equal monthly installments following the first

anniversary of the issuance;

and (iii) the New Publisher Partner Warrants will have a five-year term.

Ross Levinsohn, our Chief

Executive Officer, has the authority granted by our Board, to issue up to 400 warrants at his discretion under the Warrant Incentive

Program to each Publisher Partner.

fiscal 2018, our Board approved the granting of options outside of the 2016 Plan (the “Outside Options”) to certain officers,

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the performance targets, therefore, the awards continue to vest solely on the time vesting conditions.

June 14, 2019, our Board approved the grant of the warrants to acquire up to 21,989,844 shares our common stock to ABG in connection

with the Sports Illustrated Licensing Agreement.

Half the warrants have an exercise price of $0.42 per share (the “Forty-Two Cents

The other half of the warrants have an exercise price of $0.84 per share (the “Eighty-Four Cents Warrants”).

Our Board approved a repricing

of our Outside Options for a certain employee on March 18, 2022 and our stockholders approved the repricing on June 2, 2022.

June 14, 2019, we issued 999,540 warrants to acquire our common stock to ABG in connection with the Sports Illustrated Licensing Agreement,

expiring in ten years.

Half the warrants have an exercise price of $9.24 per share (the “$9.24 Warrants”).

The other half

of the warrants have an exercise price of $18.48 per share (the “$18.48 Warrants”).

The warrants provide for the following:

(1) 40% of the Forty-Two Cents Warrants and 40% of the Eighty-Four Cents Warrants will vest in

equal monthly increments over a period of two years beginning on the one-year anniversary of the date of issuance of the warrants (any

unvested portion of such warrants to be forfeited by ABG upon certain terminations by us of the Sports Illustrated Licensing Agreement);

(2) 60% of the Forty-Two Cents Warrants and 60% of the Eighty-Four Cents Warrants will vest based on the achievement of certain performance

goals for the Sports Illustrated licensed brands in calendar years 2020, 2021, 2022, or 2023;

(3) under certain circumstances we may

require ABG to exercise all (and not less than all) of the warrants, in which case all of the warrants will be vested;

(4) all of the

warrants will automatically vest upon certain terminations of the licensing agreement by ABG or upon a change of control of us;

ABG will have the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any

of our future equity issuances (subject to customary exceptions).

In June 2021, the exercise price of fifty percent (50%) of the Eighty-Four

Cents Warrants was changed to $0.42 per share in exchange for additional benefits under the Sports Illustrated Licensing Agreement.

(1) 40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on

the one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain

terminations by us of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”);

(2) 60% of the $9.24 Warrants

and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar years 2020,

2021, 2022, or 2023;

(3) under certain circumstances we may require ABG to exercise all (and not less than all) of the warrants, in which

case all of the warrants will be vested;

(4) all of the warrants automatically vest upon certain terminations of the Licensing Agreement

by ABG or upon a change of control of the Company (the “Performance-Based Warrants”);

and (5) ABG has the right to participate,

on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any future equity issuance (subject to customary

In June 2021, the exercise price of fifty percent (50%) of the $18.48 Warrants was changed to $9.24 per share in exchange

for additional benefits under the Sports Illustrated Licensing Agreement.

October 26, 2020, we issued 5,681 warrants to AllHipHop, LLC (the “AllHipHop Warrants”) to acquire our common stock in

exchange for the surrender and termination of 6,819 previously issued Publisher Partner Warrants, with an exercise price of

Certain Relationships and Related Transactions, and Director Independence

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

information required under this item is incorporated herein by reference to our proxy statement for our 2023 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2022.

Principal Accountant Fees and Services

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

information required under this item is incorporated herein by reference to our proxy statement for our 2023 Annual Meeting of Stockholders

to be filed with the SEC not later than 120 days after December 31, 2022.

Exhibits and Financial Statement Schedules

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Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.

Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.

Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.

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Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021.

Rights Agreement, dated as of May 4, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of Designations, the Form of Right Certificate, and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibits A, B, and C, respectively, which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 4, 2021.

of Bridge Notes.

which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.

Description of Securities.

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Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.

Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2020, by and among the Company, Maven Coalition, Inc., TheStreet, Inc.

Maven Media Brands, LLC, the agent and the purchaser, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 30, 2020.

Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022.

Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022.

Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020.

Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020.

Form of Series J Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 9, 2020.

Form of Series J Registration Rights Agreement, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 9, 2020.

Form of Series K Securities Purchase Agreement by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2020.

Form of Series K Registration Rights Agreement by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 28, 2020.

Amendment No.

1 to Second Amended and Restated Note Purchase Agreement, dated October 23, 2020, among the Company, the guarantors from time to time party thereto, each of the purchasers named therein, and BRF Financial Co., LLC, in its capacity as agent for the purchasers, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 28, 2020.

Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021.

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Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021.

Consulting Agreement, dated August 26, 2020, by and between Maven Coalition, Inc.

Heckman, Jr., which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on January 8, 2021.

Separation Agreement, effective as of September 2, 2020, by and between the Company and James C.

Heckman, Jr., which was filed as Exhibit 10.61 to our Annual Report on Form 10-K filed on August 16, 2021.

Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021.

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Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021.

2020 Outside Director Compensation Policy, adopted as of January 1, 2020, which was filed as Exhibit 10.113 to our Annual Report on Form 10-K filed on April 9, 2021.

Amendment to 2020 Outside Director Compensation Policy, dated May 27, 2020, which was filed as Exhibit 10.114 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q.

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Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company and James Heckman, which was filed as Exhibit 10.128 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company B.

Rinku Sen, which was filed as Exhibit 10.129 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021.

Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.

Executive Employment Agreement, effective as of January 1, 2021, by and between the Company and Jill Marchisotto, which was filed as Exhibit 10.5 to our Current Report on Form 8-K on February 23, 2021.

Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021.

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Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021.

Stock Option Award Agreement, dated September 14, 2018, by and between the Company and James Heckman, which was filed as Exhibit 10.136 to our Annual Report on Form 10-K on April 9, 2021.

Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.

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1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.

Amendment No.

2 to Second Amended and Restated Note Purchase Agreement, dated as of May 19, 2021, by and among the Company, Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, and the Agent, and the Purchaser, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on May 25, 2021.

Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021.

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Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021.

Amended Consulting Agreement, dated June 3, 2021, by and between the Company, Maven Coalition, Inc., and James C.

Heckman Jr., which was filed as Exhibit 10.103 to our Registration Statement on Form S-1 filed on October 29, 2021.

General Release and Continuing Obligations Agreement, dated June 3, 2021, by and between the Company, Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet Inc., Heckman Media, LLC, and James C.

Heckman Jr., which was filed as Exhibit 10.104 to our Registration Statement on Form S-1 filed on October 29, 2021.

Amendment to 2016 Stock Incentive Plan Option Agreement, dated June 3, 2021, by and between the Company and James C.

Heckman Jr., which was filed as Exhibit 10.105 to our Registration Statement on Form S-1 filed on October 29, 2021.

Amendment to 2019 Equity Incentive Plan Option Agreement, dated June 3, 2021, by and between the Company and James C.

Heckman Jr., which was filed as Exhibit 10.106 to our Registration Statement on Form S-1 filed on October 29, 2021.

Executive Employment Agreement by and between the Company and Spiros Christoforatos, dated October 4, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 18, 2021.

Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.

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Amendment No.

3 to Second Amended and Restated Note Purchase Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, College Spun Media Incorporated, and BRF Finance Co., LLC, as Agent and Purchaser, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 10, 2021.

Amendment No.

1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022.

Bonus Letter, dated as of October 6, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2022.

Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022.

Amendment No.

4 to Second Amended and Restated Note Purchase Agreement, dated January 23, 2022, by and between theMaven, Inc., Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, College Spun Media Incorporated, and BRF Finance Co., LLC, as Agent and Purchaser, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 28, 2022.

Exchange Agreement, dated October 31, 2020, by and between the Company and James C.

Heckman, which was filed as Exhibit 10.125 to our Annual Report on Form 10-K filed on April 9, 2021.

Letter Agreement between the Company and Joshua Jacobs, effective as of March 9, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on March 12, 2021.

Restricted Stock Award Grant Notice, effective March 9, 2021, by and between the Company and Eric Semler, which was filed as Exhibit 10.144 to our Annual Report on Form 10-K on April 9, 2021.

Underwriting Agreement, dated February 10, 2022, between The Arena Group Holdings, Inc.

Riley Securities, Inc., as representative of the several underwriters, which was filed as Exhibit 1.1 to our Current Report on Form 8-K filed on February 11, 2022.

Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021.

Amended and Restated Business Code of Ethics and Conduct, which was filed as Exhibit 14.1 to our Annual Report on Form 10-K filed on August 16, 2021.

Code of Ethics for Financial Officers, which was filed as Exhibit 14.2 to our Annual Report on Form 10-K filed on August 16, 2021.

Subsidiaries.

Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022.

Amendment No.

5 to Licensing Agreement by and between the Company and ABG-SI LLC.

Subsidiaries of the Arena Group Holdings, Inc.

Consent of Marcum LLP, independent registered accounting firm.

Power of Attorney (included in the signature pages hereto)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

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Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101)

Registrant has omitted portions of the exhibit as permitted under

Item 601(b)(10) of Regulations S-K.

a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.

certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed

“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall

they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.

See Item 15(a) above.

Form 10–K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Annual

Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Arena Group Holdings, Inc.

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Accounting Officer)

Power of Attorney

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ross Levinsohn and Douglas B.

4 unchanged sentences

or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities

indicated and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the

following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

ROSS LEVINSOHN

5 unchanged sentences

March 31, 2023

/s/ SPIROS CHRISTOFORATOS

Chief Accounting Officer

SPIROS CHRISTOFORATOS

(Principal Accounting Officer)

Accounting Officer

Christoforatos

Accounting Officer)

March 31, 2023

17 unchanged sentences

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholder and Board of Directors of

the Stockholders and Board of Directors of

Arena Group Holdings, Inc.

and Subsidiaries

(formerly known as theMaven, Inc.)

on the Financial Statements

have audited the accompanying consolidated balance sheets of The Arena Group Holdings, Inc.

and Subsidiaries (formerly known as theMaven,

Inc.) the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’

deficiency and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021 and 2021, and the results of its operations and its cash flows for each of

the two years in the period ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the

United States of America.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

have audited the accompanying consolidated balance sheets of The Arena Group Holdings, Inc and Subsidiaries (the “Company”)

as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ deficiency and cash flows for

each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2022, and 2021, in conformity with accounting principles generally accepted in the United States of America.

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"),

the Company's internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control

- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated

March 31, 2023 , expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting

because of the existence of material weaknesses.

Paragraph – Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise

additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability

to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's

financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

1 unchanged sentence

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Audit Matters

6 unchanged sentences

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Contract Modification to Certain Subscription Contacts

described in Note 2 to the consolidated financial statements, the Company modified certain digital and magazine subscription contracts

in January 2020, February 2020 and December 2021 to reflect changes in the number of copies of future magazines to be published on

a yearly basis.

The Company determined that these subscription contract modifications are distinct from the original

contract which in effect establishes a new contract with each individual subscriber.

The Company accounted for the subscription

contract modification on a prospective basis.

We evaluated the impact of the subscription

contract modification as a critical audit

matter as there is significant judgment by management in determining the revenues to be recognized in future periods.

For the year ended December 31, 2021, the Company recognized $2.8 million of revenues resulting from the subscription contract modifications.

To address this matter required

performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

The primary procedures included, amongst others, (i) testing the future earnings to be recognized on a prospective basis (ii)

confirming the number of future unserved subscription copies at the subscription contract modification dates and (iii)

testing management’s analysis of the financial impact of the contract modification to current period earnings.

of acquisition-date fair value of the brand name intangible asset

discussed in Note 3 to the consolidated financial statements, the Company acquired College Spun Media Incorporated (“The Spun”)

on June 4, 2021 for a purchase price of $11.8 million.

In connection with the transaction, the Company recorded an intangible asset related

to the acquired brand name for $5.2 million.

identified and evaluated the acquisition-date fair value of the brand name acquired in the transaction as a critical audit matter.

critical audit matter required a degree of subjectivity in calculating its fair value.

of acquisition-date fair value of acquired intangible assets

discussed in Note 4 to the consolidated financial statements, the Company acquired Athlon Holdings, Inc.

(“Parade”) on April

1, 2022 for a purchase price of $15.9 million and A360 Media, LLC (“Men’s Journal”) on December 15, 2022 for a purchase

price of $25.0 million.

In connection with these business combinations, the Company recorded intangible assets related to advertiser

relationships and trade names for $8.5 million and related to advertiser relationships and brand names for $13.0 million, respectively.

identified and evaluated the acquisition-date fair value of the intangible assets acquired in the transactions as critical audit matters.

These critical audit matters required a degree of subjectivity in calculating its fair value.

A discounted cash flow model included internally-developed

2 unchanged sentences

margins and (iii) weighted-average cost of capital (WACC), including the discount rate.

primary procedures we performed to address this critical audit matter included evaluating the Company’s forecasted revenue growth

rates by comparing the forecasted growth to The Spun’s historical and actual results to assess The Spun’s ability to accurately

In addition, we involved a valuation specialist to assist with (i) evaluating the valuation approach used by the Company to

calculate the fair value of the brand name and (ii) assessing the Company’s WACC calculation, by comparing it against an independently

estimated WACC.

primary procedures we performed to address these critical audit matters included evaluating the Company’s forecasted revenue growth

rates for each acquisition to their respective historical results to assess Parade’s and Men’s Journal’s ability to

accurately forecast.

In addition, we involved a valuation specialist to assist with (i) evaluating the valuation approach used by the

Company to calculate the fair value of the intangible assets and (ii) assessing the Company’s WACC calculation, by comparing it

against an independently estimated WACC.

have served as the Company’s auditor since 2019.

Angeles, California

THE ARENA GROUP HOLDINGS, INC.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

the Stockholders and Board of Directors of

Arena Group Holdings, Inc.

and Subsidiaries

CONSOLIDATED BALANCE SHEETS

Opinion on Internal Control over Financial Reporting

have audited The Arena Group Holdings, Inc.’s (the "Company") internal control over financial reporting as of December

31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weaknesses

described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective

internal control over financial reporting as of December 31, 2022, based on criteria established in Internal

Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented

or detected on a timely basis.

The following material weaknesses have been identified and included in “Management's Annual Report

on Internal Control Over Financial Reporting”:

Company had inadequate segregation of duties consistent with control objectives related to our information technology general controls

(“ITGCs”), specifically as relates to change management;

and there was insufficient validation of non-Google impression data

provided by certain third-party service providers.

These material weaknesses continue and have not been remediated as of the date of

filing this Annual Report.

material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2022

consolidated financial statements, and this report does not affect our report dated March 31, 2023 on those financial statements.

have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheets as of December 31, 2022 and the related consolidated statements of operations, shareholders’ deficiency,

and cash flows for the year ended December 31, 2022 of the Company and our report dated March 31, 2023 expressed an unqualified opinion

on those financial statements.

Paragraph – Excluded Subsidiaries

described in “Management Annual Report on Internal Control over Financial Reporting”, management has excluded its wholly-owned

subsidiaries, Athlon Holdings, Inc.

(“Parade”) and A360 Media LLC (“Men’s Journal”), from its assessment

of internal control over financial reporting as of December 31, 2022 because these entities were acquired by the Company in purchase

business combinations during 2022.

We have also excluded Parade and Men’s Journal from our audit of internal control over financial

These subsidiaries’ combined total assets and total revenues represent approximately 25.4% and 6.2%, respectively, of

the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying "Management Annual Report on Internal Control

Over Financial Reporting".

Our responsibility is to express an opinion on the Company's internal control over financial reporting

based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that degree of compliance with the policies or procedures may deteriorate.

March 31, 2023

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

BALANCE SHEETS

As of December 31,

($ in thousands, except share data)

Current assets:

3 unchanged sentences

Subscription acquisition costs, current portion

Royalty fees, current portion

Prepayments and other current assets

3 unchanged sentences

Platform development, net

Royalty fees, net of current portion

Subscription acquisition costs, net of current portion

1 unchanged sentence

Other long-term assets

$ 173,982,880

$ 214,204,316

Liabilities, mezzanine equity and stockholders’ deficiency

8 unchanged sentences

Current portion of long-term debt

Embedded derivative liabilities

Total current liabilities

Unearned revenue, net of current portion

Restricted stock liabilities, net of current portion

Operating lease liabilities, net of current portion

11 unchanged sentences

8,582 at December 31, 2022 and 2021

Series H convertible preferred stock, $ 0.01

par value, $ 1,000

per share liquidation value and 23,000 shares designated;

Series H convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 23,000 shares designated;

aggregate liquidation value:

1 unchanged sentence

Series H shares issued and outstanding:

common shares issuable upon conversion:

14,356 and 15,066 ;

at December 31, 2021 and 2020, respectively

common shares issuable upon conversion:

1,981,128 and 2,075,200 at December 31, 2022 and 2021, respectively

Total mezzanine equity

1 unchanged sentence

Common stock, $ 0.01

par value, authorized 1,000,000,000 shares:

par value, authorized 1,000,000,000

issued and outstanding;

and 10,412,965 shares December 31, 2021 and 2020,

and 12,635,591

shares December 31, 2022 and 2021, respectively

Common stock to be issued

1 unchanged sentence

Accumulated deficit

( 252,212,939 )

( 162,273,286 )

Total stockholders’ deficiency

( 51,675,906 )

( 20,313,460 )

Total liabilities, mezzanine equity and stockholders’ deficiency

$ 173,982,880

$ 214,204,316

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

1 unchanged sentence

Years Ended December 31,

$ 189,140,334

$ 128,032,397

($ in thousands, except share data)

Cost of revenue (includes amortization for developed technology and platform development for 2022 and 2021 of $ 9,459 and $ 8,829 , respectively)

3 unchanged sentences

Depreciation and amortization

Loss on disposition of assets

Loss on impairment of assets

Loss on impairment of lease

2 unchanged sentences

Loss from operations

( 84,279,778 )

( 71,187,133 )

Other (expenses) income

Change in valuation of warrant derivative liabilities

Change in valuation of embedded derivative liabilities

Loss on conversion of convertible debt

( 3,297,539 )

Interest expense

( 10,454,618 )

( 16,497,217 )

Interest income

Interest expense, net

Liquidated damages

( 2,637,364 )

( 1,487,577 )

Gain upon debt extinguishment

Total other expenses

( 7,334,309 )

( 17,833,998 )

Loss before income taxes

( 91,614,087 )

( 89,021,131 )

Income tax benefit (provision)

( 89,939,653 )

( 89,231,963 )

Deemed dividend on convertible preferred stock

( 15,642,595 )

Net loss attributable to common stockholders

$ ( 89,939,653 )

$ ( 104,874,558 )

Income tax benefit

Loss from continuing operations

Loss from discontinued operations, net of tax

Basic and diluted net loss per common share:

Continuing operations

Discontinued operations

Basic and diluted net loss per common share

Weighted average number of common shares outstanding – basic and diluted

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2021 and 2020

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2022

Stockholders’

($ in thousands, except share data)

at January 1, 2022

$ ( 73,041,323 )

$ ( 37,067,984 )

of restricted stock units in connection with the acquisition of LiftIgniter

of common stock in connection with the merger of Say Media

of restricted stock

of restricted stock awards to the board of directors

of common stock upon conversion of 12% convertible debentures

of common stock upon conversion of related embedded derivative liabilities of 12% convertible debentures

of common stock upon conversion of Series H convertible preferred stock

of common stock upon conversion of Series I convertible preferred stock

of common stock upon conversion of Series J convertible preferred stock

of common stock upon conversion of Series K convertible preferred stock

Reclassification

of restricted stock awards and units from equity to liability classified upon modification

( 3,800,734 )

balance, value

of common stock for restricted stock units

stock withheld for taxes

of common stock options

dividend on Series I convertible preferred stock

( 5,082,000 )

dividend on Series J convertible preferred stock

dividend on Series K convertible preferred stock

( 9,472,050 )

conversion feature on Series H convertible preferred stock

dividend on Series H convertible preferred stock

( 89,231,963 )

at December 31, 2020

( 162,273,286 )

( 20,313,460 )

of restricted stock awards to the board of directors

restricted stock classified as liabilities

of common stock for restricted stock units in connection with the acquisition of LiftIgniter

of restricted stock awards classified as liabilities

of common stock in connection with acquisitions

of common stock in connection with merger

of common stock in connection with professional services

of restricted stock in connection with the acquisition of The Spun

exercise of common stock options with exchange of common stock

stock withheld for taxes

of common stock in connection with private placement

of common stock in connection with settlement of liquidated damages

upon issuance of common stock in connection with settlement of liquidated damages

of common stock upon conversion of Series H convertible preferred stock

of restricted stock in connection with the acquisition of Fulltime Fantasy

of common stock upon vesting of restricted stock units

of unvested restricted stock awards

Reclassification

of warrants to equity

( 89,939,653 )

of common stock in connection with public offering

of common stock upon exercise of stock options

balance, value

at December 31, 2022

Ended December 31, 2021

Common Stock to be Issued

Stockholders’

in thousands, except share data)

Balance at January 1, 2021

$ ( 162,273 )

Beginning balance, value

$ ( 162,273 )

Issuance of restricted stock awards to the board of directors

Forfeiture of unvested restricted stock awards

Issuance of common stock for restricted stock units

Repurchase of restricted stock awards classified as liabilities

Reclassification of warrants to equity

Issuance of common stock in connection with professional services

Issuance of restricted stock in connection with an acquisition

Issuance of common stock upon exercise of stock options

Common stock withheld for taxes

Issuance of common stock in connection with private placement

Issuance of common stock upon conversion of Series H convertible preferred stock

Stock-based compensation

Balance at December 31, 2021

$ ( 252,213 )

Ending balance, value

$ ( 252,213 )

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Ended December 31,

flows from operating activities

$ ( 89,939,653 )

$ ( 89,231,963 )

to reconcile net loss to net cash used in operating activities:

of property and equipment

of platform development and intangible assets

on disposition of assets

on impairment of lease

on termination of lease

upon debt extinguishment

( 5,716,697 )

of debt discounts

in valuation of warrant derivative liabilities

in valuation of embedded derivative liabilities

( 2,571,004 )

on conversion of 12% convertible debentures

and noncash converted interest

( 1,674,434 )

in operating assets and liabilities net of effect of business combinations:

( 2,891,000 )

acquisition costs

( 34,945,422 )

and other current assets

long-term assets

( 1,404,703 )

expenses and other

( 3,392,507 )

( 15,818,724 )

refund liability

lease liabilities

( 2,489,166 )

long-term liabilities

( 1,165,863 )

cash used in operating activities

( 14,729,389 )

( 32,294,587 )

flows from investing activities

of property and equipment

( 1,212,003 )

platform development

( 4,818,866 )

( 3,750,541 )

from sale of intangible asset

for acquisition of businesses, net of cash

( 7,950,457 )

cash used in investing activities

( 13,145,958 )

( 4,927,833 )

flows from financing activities

from long-term debt

net of repayments, under line of credit

from common stock private placement

of debt issuance costs on long-term debt

from issuance of Series H convertible preferred stock

of convertible debt

( 1,130,903 )

from exercise of common stock options

from issuance of Series J convertible preferred stock

from issuance of Series K convertible preferred stock

of issuance costs from common stock private placement

for taxes related to repurchase of restricted common stock

of restricted stock liabilities

( 1,471,591 )

cash provided by financing activities

increase in cash, cash equivalents, and restricted cash

cash equivalents, and restricted cash – beginning of year

cash equivalents, and restricted cash – end of year

disclosure of cash flow information

paid for interest

paid for income taxes

investing and financing activities

Reclassification

of stock-based compensation to platform development

of common stock in connection with professional services

cash payments in connection with acquisition of The Spun

of liabilities in connection with acquisition of The Spun

fee on delayed draw term note in accrued expenses and other

Reclassification

of warrants to equity

exercise of common stock options with exchange of common stock

discount on long-term debt

common stock units issued in connection with acquisition of LiftIgniter

of liabilities in connection with acquisition of LiftIgniter

stock issued in connection with acquisition of Fulltime Fantasy

cash payments in connection with acquisition of Fulltime Fantasy

of convertible debt into common stock

of embedded derivative liabilities into common stock

of Series I convertible preferred stock into common stock

of Series J convertible preferred stock into common stock

of Series K convertible preferred stock into common stock

dividend on Series H convertible preferred stock

dividend on Series I convertible preferred stock

dividend on Series J convertible preferred stock

dividend on Series K convertible preferred stock

of long-term debt for issuance of Series K convertible preferred stock

Payment of promissory note for issuance for Series H convertible preferred stock

Years Ended December 31,

($ in thousands)

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation of property and equipment

Amortization of platform development and intangible assets

Amortization of debt costs

Loss on impairment of assets

Loss on impairment of lease

Loss on termination of lease

Change in valuation of warrant derivative liabilities

Liquidated damages

Gain upon debt extinguishment

Accrued and noncash converted interest

Stock-based compensation

Deferred income taxes

Bad debt expense

Change in operating assets and liabilities net of effect of acquisitions:

Accounts receivable

Subscription acquisition costs

Prepayments and other current assets

Other long-term assets

Accounts payable

Accrued expenses and other

Unearned revenue

Subscription refund liability

Operating lease liabilities

Other long-term liabilities

Net cash used in operating activities

Cash flows from investing activities

Purchases of property and equipment

Capitalized platform development

Proceeds from sale of equity investment

Payments for acquisitions, net of cash

Net cash used in investing activities

Cash flows from financing activities

Proceeds from bridge notes, net of debt costs

Proceeds from long-term debt

Payments of long-term debt

Proceeds, net of repayments, under line of credit

Proceeds from common stock public offering, net of offering costs

Payments of issuance costs from common stock public offering

Proceeds from common stock private placement

Payments of issuance costs from common stock private placement

Proceeds from exercise of common stock options

Payment of deferred cash payment

Payment for taxes related to common stock withheld for taxes

Payment of restricted stock liabilities

Net cash provided by financing activities

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash – beginning of year

Cash, cash equivalents, and restricted cash – end of year

Cash, cash equivalents, and restricted cash

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for income taxes

Noncash investing and financing activities

Reclassification of stock-based compensation to platform development

Issuance of common stock in connection with professional services

Restricted stock issued in connection with an acquisition

Debt costs recorded in accrued expenses and other and in other long-term liabilities

Reclassification of warrants to equity

Issuance of common stock in connection with settlement of liquidated damages

Issuance of common stock in connection with an acquisition

Deferred cash payments recorded in connection with acquisitions

Assumption of liabilities in connection with acquisitions

accompanying notes to consolidated financial statements.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2021 and 2020

($ in thousands, unless otherwise stated)

Organization and Basis of Presentation

21 unchanged sentences

(“TheStreet” acquired by the Company in a merger during

2019) and College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021 as further described

Company changed its corporate name to The Arena Group Holdings, Inc.

2019), College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021 as further described in

Note 4) and Athlon Holdings, Inc.

(“Parade” acquired by the Company in a merger during 2022 as further described in Note

Company changed its legal name to The Arena Group Holdings, Inc.

from TheMaven, Inc.

to on February 8, 2022.

The Company’s

subsidiaries changed their corporate names to The Arena Platform, Inc.

on February 8, 2022.

The Company’s subsidiaries

changed their corporate names to The Arena Platform, Inc.

from Maven Coalition, Inc.

and to The Arena Media Brands, LLC

from Maven Media Brands, LLC on February 18, 2022.

the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet and The Spun, are together hereinafter referred to as

the “Company.”

November 18, 2020, the Company’s stockholders holding more than a majority of the voting power of the Company approved the amendment

to the Company’s Amended and Restated Certificate of Incorporation on November 24, 2020, to effect a reverse split of the common

stock at a ratio to be determined by the board of directors (the “Board”) within certain parameters, and without reducing

the authorized number of shares of common stock.

February 8, 2022, the Company’s Board approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of

common stock that was effective at 8:00 p.m.

Eastern Time on February 8, 2022 and began trading on the NYSE American (the “NYSE

American”) on February 9, 2022 (as further described below).

At the effective time, every twenty-two shares of issued and

outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the

number of authorized shares.

and to The Arena Media Brands, LLC from Maven Media

Brands, LLC on February 18, 2022.

the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet, The Spun and Parade, are together hereinafter referred

to as the “Company.”

February 8, 2022, the Company’s board of directors (the “Board”) approved a one-for-twenty-two (1-for-22) reverse stock

split of its outstanding shares of common stock that was effective February 8, 2022.

The Company’s common stock began trading on

the NYSE American (the “NYSE American”) on February 9, 2022 (as further described below).

At the effective time, every twenty-two

shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without

any change in the number of authorized shares.

No fractional shares were issued as a result of the reverse stock split.

Any fractional shares that would

otherwise have resulted from the reverse stock split were rounded up to the next whole number.

Any fractional

shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number.

accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented.

The shares of common stock retained a par value of $ 0.01

Accordingly, stockholders’ deficiency

reflects the reverse stock split by reclassifying from “common stock” to “additional paid-in capital”

in an amount equal to the par value of the decreased shares resulting from the reverse stock split.

In addition, any fractional shares

that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share.

In connection with

the reverse stock split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares

of common stock issuable upon exercise of common stock options and warrants whereby approximately the same aggregate price is required

to be paid for such securities upon exercise as had been payable immediately preceding the reverse stock split.

In addition, any fractional

shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share.

February 9, 2022, in connection with the Company’s name change and reverse stock split, the Company up-listed its common stock

to the NYSE American, which began trading on February 9, 2022 under the symbol “AREN.” A notice of corporate action

was filed with the Financial Industry Regulatory Authority (“FINRA”), requesting approval to change the Company’s corporate

name and trading symbol, and to effect the reverse stock split.

The Company’s common stock, prior to the up-list, was quoted on

the OTC Markets Group Inc.’s (“OTCM”) OTCQX ® Best Market (the “OTCQX”) under the

symbol “MVEN.”

Company is a data-driven media company that focuses on building deep content verticals powered by a best-in-class digital media platform

(the “Platform”), empowering premium publishers who impact, inform, educate and entertain.

The Company’s strategy is

to focus on key verticals where audiences are passionate about a topic category (e.g., sports, finance) and where it can leverage the

strength of its core brands to grow our audience and monetization both within its core brands as well as its media publishers (each,

a “Publisher Partner”).

The Company’s focus is on leveraging the Platform and iconic brands in targeted verticals to

maximize the audience, improve engagement and optimize monetization of digital publishing assets for the benefit of our users, our advertiser

clients, and our 35 owned and operated properties as well as properties we run on behalf of independent Publisher Partners.

operates the media businesses for Sports Illustrated (as defined below), own and operate TheStreet and The Spun (collectively, Sports

Illustrated, TheStreet and The Spun are hereinafter referred to as the Company’s “Owned and Operated Businesses”),

and power more than 200 independent Publisher Partners, including Biography, History, and the many team sports sites that comprise FanNation,

among others.

The shares of common stock retained a par value of $ 0.01 per share.

Accordingly, stockholders’ deficiency reflects the reverse

stock split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par

value of the decreased shares resulting from the reverse stock split.

In connection with the reverse stock split, proportionate adjustments

were made to increase the per share exercise prices and decrease the number of shares of common stock issuable upon exercise of common

stock options and warrants whereby approximately the same aggregate price is required to be paid for such securities upon exercise as

had been payable immediately preceding the reverse stock split.

Any fractional shares that would otherwise be issued as a result of the

reverse stock split were rounded up to the nearest whole share.

February 9, 2022, in connection with the Company’s legal name change and reverse stock split, the Company up-listed its common

stock to the NYSE American, which began trading on February 9, 2022 under the symbol “AREN.” The Company’s common

stock, prior to the up-list, was quoted on the OTC Markets Group Inc.’s (“OTCM”) OTCQX ® Best Market

(the “OTCQX”) under the symbol “MVEN.”

Company is a tech-powered media

company that focuses on building deep content verticals powered by a best-in-class digital media platform (the “Platform”)

empowering premium publishers who impact, inform, educate, and entertain.

The Company’s strategy is to focus on key verticals where

audiences are passionate about a topic category (e.g., sports and finance), and where it can leverage the strength of its core brands

to grow its audience and increase monetization both within its core brands as well as its media publishers (each, a “Publisher Partner”).

The Company’s focus is on leveraging its Platform and iconic brands in targeted verticals to maximize audience reach, improve engagement,

and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its greater than 40 owned

and operated properties as well as properties it runs on behalf of independent Publisher Partners.

The Company operates the media businesses

for Sports Illustrated (“Sports Illustrated”), owns and operates TheStreet and The Spun, Parade, and Men’s Journal and

powers more than 225 independent Publisher Partners, including History, and the many sports team sites that comprise FanNation, among

Each Publisher Partner joins the Platform by invitation only and is drawn from premium media brands and independent publishing

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Because of the state-of-the-art technology and large scale of the Platform and the Company’s expertise in search

engine optimization (SEO), social media, subscription marketing and ad monetization, Publisher Partners continually benefit from its

engine optimization, social media, ad monetization and subscription marketing Publisher Partners continually benefit from the Company’s

ongoing technological advances and bespoke audience development expertise.

Additionally, the Company believes the lead brand within each

vertical creates a halo benefit for all Publisher Partners in the vertical on both the content and technology sides.

While they benefit

from these critical performance improvements, they also may save substantially in technology, infrastructure, advertising sales, member

marketing, and management costs.

In addition, they benefit from recirculation across the Company’s Platform, as well as syndication

to more than 25 third-party sites.

Company’s growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that management

believes will expand the scale of unique users interacting on the Platform.

In each vertical, the Company seeks to build around a leading

brand, such as Sports Illustrated (for sports) and TheStreet (for finance), surround it with subcategory specialists, and further enhance

coverage with individual expert contributors.

The primary means of expansion is adding independent Publisher Partners and/or acquiring

publishers that have premium branded content and can broaden the reach and impact of the Platform.

As the Company’s digital revenue

and gross margin grows, the Company believes it can further accelerate its growth.

Company assumed management of certain Sports Illustrated media assets (pursuant to a licensing agreement with Sports Illustrated, including

various amendments, or a collectively referred to herein as the “Sports Illustrated Licensing Agreement”) on October 4, 2019.

Sports Illustrated is owned by ABG-SI LLC (“ABG”), a brand development, marketing, and entertainment company.

assuming management of the Sports Illustrated media assets, the Company has implemented significant changes to rebuild the historic

brand and beacon of sports journalism, to evolve and expand the business, and to position it for growth and continued success going forward.

Sportsbook was launched in 2021 in Colorado.

The Company provides the content for SI Sportsbook and its partner, 888, one of the world’s

leading online betting and gaming companies, provides the gambling engine.

SI Sportsbook covers the NFL, CFB, NCAAMB, MLB, NBA, NHA,

PGA, Horse Racing, UCF, Boxing.

The content the Company provides includes:

(i) Sports Illustrated winners club newsletter, live NFL pre-game

show and twitter spaces, (ii) 50,000 NFL and CFB game betting previews and player props, (iii) five new betting articles series, and

(iv) four new video on-demand betting series.

vertical creates a halo benefit for all Publisher Partners in the vertical while each of them adds to the breadth and quality of content.

While they benefit from these critical performance improvements they also may save substantially in costs of technology, infrastructure,

advertising sales, and member marketing and management.

Company’s growth strategy is to continue to expand by adding new premium publishers with high quality brands and content either

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

Company entered into a licensing agreement, as amended, (the “Sports Illustrated Licensing Agreement”) with ABG-SI LLC (“ABG”)

a brand development, marketing, and entertainment company, in October 2019.

Since assuming management of the Sports Illustrated media

assets, the Company has implemented significant changes to rebuild the historic brand and beacon of sports journalism, to evolve and

expand the business, and to position it for growth and continued success going forward.

respect to Sports Illustrated Swim (“SI Swim”), the Company has transitioned to a female-focused lifestyle brand, with the

annual content release in May 2022.

The Company’s fan-facing event to celebrate the 2022 annual content release and ongoing digital

sponsorships was held over several nights in May 2022 and the Company partnered with Hard Rock, Maybelline, Celsius, Frida Mom and others.

Sportsbook was launched in 2021 in Colorado and has expanded to several state through the end of fiscal 2022.

The Company provides the

content for SI Sportsbook.

Its partner, 888 Holdings PCC, one of the world’s leading online betting and gaming companies, provides

the gambling engine.

is a leading financial news and information provider to investors and institutions worldwide and has produced business news and market

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to the Company, and benefits from its mobile-friendly CMS, social, video, and monetization technology.

Spun (thespun.com), founded in September 2012, is an online independent sports publication that brings readers the most interesting athletic

stories of the day.

Currently, The Spun produces more than 30,000 annual content pieces.

The Spun reaches approximately 35 million unique

readers per month and focuses on the social media aspect of the industry.

Company experiences typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter

and slower in the fiscal first quarter.

Spun, founded in September 2012, and acquired by the Company in June 2021, is an online independent sports publication that brings readers

the most interesting athletic stories of the day.

The Spun focuses on the social media aspect of the industry.

The former chief executive officer of The Spun is now serving as the Company’s Senior Vice President of Growth.

Company acquired Parade, a premium-branded company in April 2022,

which helped to expand its digital audience reach.

Parade has become the anchor of the Company’s new lifestyle vertical and Athlon

Sports, one of Parade’s premium brands, has expanded the Company’s sports vertical.

In the fourth quarter of fiscal 2022,

the Company discontinued the Parade print business (as further described in Note 3).

Company acquired the digital assets of Men’s Journal from Weider Publications, a subsidiary of A360 Media, LLC in December 2022

to supplement its growing lifestyle vertical.

This suite of digital assets provides its audience with access to premium active lifestyle

brands including Men’s Journal, Men’s Fitness, Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.

enhances the user’s experience by including content from individual creators to the HubPages network of premium content channels

that are owned and operated by the Company.

These channels, such as PetHelpful, dengarden and Fashionista, act as an open community for

writers, explorers, knowledge seekers, and conversation starters to connect in an interactive and informative online space.

Company does experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events.

Advertising typically peaks in the fourth quarter of the Company’s fiscal year as advertisers concentrate their budgets during

the holiday season.

This trend is magnified as it also includes the professional sports and college football seasons, which account for

a significant portion of the Company’s advertising revenue during that period of the year.

Other sporting events such as the Super

Bowl, Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic surrounding

the respective events.

Company performed an annual reporting period going concern assessment.

Management is required to assess the Company’s ability

to continue as a going concern.

These consolidated financial statements have been prepared assuming that the Company will continue as

a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable

to continue as a going concern.

Historically,

the Company has recorded recurring losses from operations and has operated with a net capital deficiency.

The Company considered these

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

recently, operating losses realized in prior years had been impacted by the COVID-19 pandemic and the related shut down of most professional

and collegiate sports, which reduced user traffic and advertising revenue.

As the Company entered fiscal 2021, and the impact of COVID-19

on its operations began to dissipate, the Company invested heavily in marketing, customer growth, and people and technology as it expanded

its operations, specifically related to TheStreet and the Sports Illustrated media business.

reflected in these consolidated financial statements, the Company recorded revenues of approximately $ 189.1

million and incurred a net loss attributable

to common stockholders of approximately $ 89.9

million for the year ended December 31,

The Company has historically financed its working capital requirements since inception through the issuance of debt and equity

has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s

ability to continue as a going concern.

The factors considered include, but are not limited to, the Company’s financial

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

and the funds necessary to maintain operations, including negative financial trends or other indicators of possible financial difficulty.

Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not

be able to meet its obligations as they become due within one year after the issuance date of its financial statements.

assessment is based on the relevant conditions that are known or reasonably knowable as of the date these consolidated financial

statements for the year ended December 31, 2021 were issued.

In particular, the Company evaluated:

(1) 2022 cash flow forecast,

which considered the use of its working capital line with FastPay (as described in Note 14) to fund changes in working capital,

under which it has available credit of approximately $ 17.7

million, subject to eligible account receivables, as of the issuance date of these consolidated financial statements for the year

ended December 31, 2021, as well as the additional capital the Company raised in a firm commitment underwritten public offering of

million after fees and expenses, which was completed subsequent to December 31, 2021;

and (2) its 2022 operating budget, which

considers that (i) more than half of the Company’s total revenue is derived from recurring

digital and print subscriptions, which are generally paid in advance, and (ii) overall digital revenue, representing 53.4% of the

Company’s total revenue, grew approximately 49.1% in fiscal 2021, which the Company believes demonstrates the strength of

addition, the Company’s firm commitment underwritten public offering, as described above, demonstrates its ability to access capital

Finally, the Company also considered its implementation of additional measures, if

required, related to potential revenue and earnings declines from continued COVID-19-related challenges.

assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.

As a result of these considerations and as a part

of the quantitative and qualitative factors that are known or reasonably knowable as of the date these consolidated financial statements

for the year ended December 31, 2021 were issued, the Company concluded that conditions and events considered in the aggregate,

do not raise substantial doubt about its ability to continue as a going concern for a one-year period following the financial statement

issuance date.

Management is required to assess the Company’s ability to

continue as a going concern.

These consolidated financial statements have been prepared assuming that the Company will continue as a

going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue

as a going concern.

recently, for the year ended December 31, 2022, the Company incurred a net loss from continuing operations of $ 67,388 ,

had cash on hand of $ 13,871 and

a working capital deficit of $ 137,669 .

The Company’s net loss from continuing operations and working capital deficit have been evaluated by management to determine if

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

Furthermore, since the Company’s

Bridge Notes of $ 36,000 ,

Senior Secured Notes of $ 62,691

and Delayed Draw Term Notes of $ 4,000 ,

totaling $ 102,691

(collectively “its current debt”)

are due by December 31, 2023 (see Note 19, and Note 20), unless the Company is able to refinance or extend its current debt beyond its

current maturity, it may not be able to meet its obligations when due.

In its evaluation, management determined there

is substantial doubt about the Company’s ability to continue as a going concern for a one-year period following the financial statement

issuance date, unless it is able to refinance or extend the maturities of its current debt.

The Company plans to refinance or extend the maturities of its current debt to alleviate the conditions that raise substantial doubt about

its ability to continue as a going concern.

Reclassifications

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These reclassifications were immaterial, both individually

and in the aggregate.

and in aggregate.

These changes did not impact previously reported loss from operations or net loss.

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in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries,

Arena Media, Arena Platform, TheStreet and The Spun.

Arena Media, Arena Platform, TheStreet, The Spun and Parade.

Intercompany balances and transactions have been eliminated in consolidation.

functional currency of the Company’s foreign subsidiaries is the local currencies (Canadian dollar), as it is the monetary unit

of account of the principal economic environment in which the Company’s foreign subsidiaries operate.

All assets and liabilities

of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated

at average exchange rates in effect during the period.

The gain or loss resulting from the process of translating foreign currencies

financial statements into U.S.

dollars was immaterial for the year ended December 31, 2020, therefore, a foreign currency cumulative

translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange

gain or loss was omitted from the consolidated statements of cash flows.

Foreign currency transaction gains and losses, if any, resulting

from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income,

net on the consolidated statements of operations.

preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant estimates include those

related to the selection of useful lives of property and equipment, intangible assets, capitalization of platform development and associated

useful lives;

functional currency of the Company’s foreign subsidiaries is the local currencies (Canadian dollar), as it is the monetary

unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate.

All assets and

liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and

expenses are translated at average exchange rates in effect during the period.

The gain or loss resulting from the process of

translating foreign currencies into U.S.

dollars was immaterial for the years ended December 31, 2022 and 2021, and therefore, a

foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss)

and the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows.

Foreign currency

transaction gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than

the functional currency are recognized in other income on the consolidated statements of operations.

preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make certain estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of

the date of the consolidated financial statements and the reported results of operations during the reporting period.

Significant estimates

reserves for bad debt;

capitalization of platform development and associated useful lives;

goodwill and other acquired intangible

assets and associated useful lives;

assumptions used in accruals for potential liabilities;

fair value of assets acquired and liabilities assumed in the business

acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived

assets for impairment;

determination of the fair value of stock-based compensation and valuation of derivatives liabilities;

assumptions used to calculate contingent liabilities, and realization of deferred tax assets.

Management evaluates its estimates and

assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes

adjustments when facts and circumstances dictate.

Actual results could differ from these estimates.

revenue recognition and estimates of standalone

selling price of performance obligations for revenue contracts with multiple performance obligations;

stock-based compensation and the

determination of the fair value;

valuation allowances for deferred tax assets and uncertain tax positions;

accounting for business combinations;

and assumptions used to calculate contingent liabilities.

These estimates are based on information available as of the date of the consolidated

financial statements;

therefore, actual results could differ from management’s estimates.

and Uncertainties

Company’s business and operations are sensitive to general business and economic conditions in the U.S.

and worldwide.

These conditions

include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition

and world economy.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

developments in these general business and economic conditions could have a material adverse effect on the Company’s financial

condition and the results of its operations.

Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide.

These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the

general condition of the United States and world economy.

A host of factors beyond the Company’s control could cause fluctuations

in these conditions.

Adverse developments in these general business and economic conditions could have a material adverse effect on the

Company’s financial condition and the results of its operations.

addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations

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anticipate customer and market demands, and enhance its current technology under development.

the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior.

Since May 2020, there

has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college

sports yielded steady growth in revenues.

Given that the Sports Illustrated media business relies on sporting events to

generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations are

susceptible to a widespread cancellation of sporting events or a general limitation of societal activity akin to what is widely

known to have occurred in the Unites States and elsewhere during the 2020 calendar year.

Future widespread shutdowns of in-person economic

activity could have a material impact on the Company’s business.

As a result of the Company’s advertising revenue declining

in early 2020 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term

and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend

on the actions taken to prevent the further spread of COVID-19.

Companies services, products and properties 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 its ability to access the capital markets on terms acceptable to it or at all;

and the effects

of government initiatives to manage economic conditions.

The Company cannot also predict how future economic conditions will affect its

users and Publisher Partners and any negative impact on its users or Publisher Partners may also have an adverse impact its 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 the Company’s business, including weakened demand for its products and services

and its ability to raise additional capital when needed on favorable terms, if at all.

the initial onset of COVID-19 pandemic, the Company faced significant change in its advertisers’ buying behavior.

Since May 2020,

there has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional

and college sports yielded steady growth in revenues.

Given that the Company’s sports vertical relies on sporting events to generate

content and comprises a material portion of its revenues, the cash flows and results of operations are susceptible to a widespread cancellation

of sporting events or a general limitation of uncertain economic conditions, such as COVID-19 pandemic, that occurred during the 2020

calendar year.

Future widespread shutdowns of in-person economic activity could have a material impact on the Company’s business.

As a result of the Company’s advertising revenue declining in early 2020 caused by the widespread cancellations of sporting events,

the Company is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may

occur that could cause an impact in the near term as a result of uncertain economic conditions.

August 2018, B.

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the Company and in raising debt and equity capital for the Company.

These services have included raising of equity capital to support

the acquisition of College Spun Media Incorporated (as described in Note 3).

Riley has also assisted in the raising of debt and equity

capital for various acquisitions, refinancing and working capital purposes including the 12% Convertible Debentures (as described in

Note 18), Senior Secured Note and Delayed Draw Term Note (as described in Note 19), Series H, Series I, Series J and Series K

Preferred Stock (as described in Note 20), Common Stock Private Placement (as described in Note 21) and the Public Offering (as described

These services have included raising equity capital to support the

stock acquisition of Parade (as described in Note 4) and acquisition of certain assets of Men’s Journal (as described in Note 4).

Riley has also assisted in the raising of debt and equity capital for various acquisitions, refinancing and working capital purposes

including the Bridge Notes (as described in Note 19), Senior Secured Notes and Delayed

Draw Term Notes (as described in Note 20), Series H Preferred Stock (as described in Note 21), and Common

Stock Public Offering and Common Stock Private Placement (as described in Note 22).

Company operates in one reportable segment which focuses on a publishing platform.

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distribution methods and regulatory environment.

The chief operating decision maker of the Company reviews specific financial and operational

specific data and other key metrics to make resource allocation decisions and assesses performance by review of profit and loss information

on a consolidated basis.

The consolidated financial statements reflect the financial results of the Company’s one reportable segment.

The chief operating decision maker (the “CODM”) of the Company reviews specific

financial and operational data and other key metrics to make resource allocation decisions and assesses performance by review of profit

and loss information on a consolidated basis.

The CODM does not review specific financial or operational data on a disaggregated basis

or by aggregating operating segments into one reportable segment.

The consolidated financial statements reflect the financial results

of the Company’s one reportable segment.

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

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from contracts with customers.

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

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

The Company has made this determination based on

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

services to the customer.

The Company accounts for revenue on a gross basis, as compared to a net basis, on its statements of operations.

The Company has made this determination based on its control of the advertising inventory and the ability to monetize the advertising

inventory or publications before transfer to the customer and because it is also the primary obligor responsible for providing the services

to the customer.

Cost of revenues is presented as a separate line item on the statements of operations.

following is a description of the principal activities from which the Company generates revenue:

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Subscriptions – The Company enters into contracts with internet users that subscribe to premium content on the owned and operated

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

media channels and facilitate such contracts between internet users and its Publisher Partners.

These contracts provide internet users

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bases its estimates for returns on historical experience and current marketplace conditions.

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

Generally, revenues

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

These adjustments are typically recorded

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

Any minimum guarantees are typically earned evenly over the

and Syndication Revenue

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

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

These adjustments

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

Any minimum guarantees are typically

earned evenly over the fiscal year.

of Performance Obligations

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The Company bases its estimates for returns on historical experience and current marketplace conditions.

– The Company has entered into various licensing agreements that provide third-party partners the right to utilize the Company’s

and Syndication – The Company has entered into various licensing and syndication agreements that provide third-party partners

with the right to utilize the Company’s content.

Functional licenses in national media consist of content licensing.

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most closely with the date that control is transferred to the customer.

Revenues from functional licenses are recognized at a point-in-time

when access to the completed content is granted to the partner.

Revenues from functional licenses and syndication arrangements

are recognized at a point-in-time when access to the completed content is granted to the partner.

Performance Obligations – For performance obligations related to sales of certain digital advertising space, the Company

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of any new product releases and projected economic conditions.

of December 31, 2021 and 2020, a subscription refund liability of $ 3,086,799 and $ 4,035,531 , respectively, was recorded for the provision

for the estimated returns and refunds on the consolidated balance sheets.

of December 31, 2022 and 2021, a subscription refund liability of $ 845 and $ 3,087 , respectively, was recorded for the provision for the

estimated returns and refunds on the consolidated balance sheets.

Modifications

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Schedule of Disaggregation of Revenue

Years Ended December 31,

Revenue by category:

Ended December 31,

subscriptions

and syndication revenue

digital revenue

Digital advertising

Digital subscriptions

Other revenue

Total digital revenue

digital revenue

subscriptions

print revenue

Print advertising

Print subscriptions

Total print revenue

$ 189,140,334

$ 128,032,397

Revenue by geographical market:

United States

$ 182,706,557

$ 122,570,712

$ 189,140,334

$ 128,032,397

Revenue by timing of recognition:

At point in time

$ 159,511,979

$ 189,140,334

$ 128,032,397

by geographical market:

by timing of recognition:

point in time

of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services.

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and distribution costs;

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

payroll and related expenses for customer support, technology maintenance;

fees paid for data analytics and to other outside service providers;

and stock-based compensation of related personnel and stock-based

compensation related to Publisher Partner Warrants (as described in Note 22).

and stock-based compensation of related personnel (as described in Note 23).

timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment,

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transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations.

is recognized when certain costs incurred to obtain a contract meet the capitalization criteria.

is recognized when certain costs incurred to obtain a contract meet the capitalization criteria ( further details are

provided under the heading Subscription Acquisition Costs ).

A contract liability is recognized when

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Schedule of Contract with Customer, Asset and Liability

As of December 31,

Unearned revenue (short-term contract liabilities):

Digital revenue

Print revenue

of December 31,

revenue (short-term contract liabilities):

Total short-term contract

Unearned revenue (long-term contract liabilities):

Digital revenue

Print revenue

revenue (long-term contract liabilities):

Total long-term contract

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from the original contract that has not yet been recognized as revenue.

For the years ended December

31, 2021 and 2020, the Company recognized revenue of $ 2,821,155 and $ 9,341,946 , respectively, resulting from the Contract Modifications.

For the years ended December 31, 2022 and 2021, the Company recognized

revenue of $ 2,986 and $ 2,821 , respectively, resulting from the Contract Modifications.

Cash Equivalents, and Restricted Cash

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Schedule of Cash and Restricted Cash

As of December 31,

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

of December 31, 2021 and 2020, the Company had restricted cash of $ 501,780 and $ 500,809 , respectively, which serves as collateral for

certain credit card merchant accounts with a bank.

of December 31,

and cash equivalents

cash, cash equivalents, and restricted cash

of December 31, 2022 and 2021, the Company had restricted cash of $ 502 , which serves as collateral for certain credit card merchant accounts

Receivable and Allowance for Doubtful Accounts

Company receives payments from advertising customers based upon contractual payment terms;

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are recorded when the right to consideration becomes unconditional and are generally collected weekly.

Accounts receivable are written

off when deemed uncollectible and collection of the receivable is no longer being actively pursued.

Accounts receivable as of December

31, 2021 and 2020 of $ 21,659,847 and $ 16,497,626 , respectively, are presented net of allowance for doubtful accounts.

The allowance for

doubtful accounts as of December 31, 2021 and 2020 was $ 1,578,357 and $ 892,352 , respectively.

31, 2022 and 2021 of $ 33,950 and $ 21,660 , respectively, are presented net of allowance for doubtful accounts of $ 2,236 and $ 1,578 , respectively, on the consolidated balance sheets.

Acquisition Costs

acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if it expects to recover

The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct and incremental

and, therefore, meet the capitalization criteria.

Direct mail costs also meet the requirements to be capitalized as assets if they are

proven to be recoverable.

The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the

The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December

31, 2021 and 2020.

acquisition costs include the incremental costs of obtaining a contract with a customer, paid to external parties, if the Company expects

to recover those costs.

The Company has determined that sales commissions paid on all third-party agent sales of subscriptions are direct

and incremental costs of obtaining a contract with a customer and, therefore, meet the capitalization criteria.

The Company has elected

to apply the practical expedient to amortize these costs at the portfolio level.

The sales commissions paid to third-party agents are

amortized as the magazines are sent to the subscriber on an issue-by-issue basis.

The Company determined that commissions paid for subscriber

renewal contracts to all third-party agents are not from a specifically anticipated future contract, therefore, the commissions paid

on renewals are amortized as the magazines are sent to the subscriber over the renewal term on an issue-by-issue basis.

Direct mail costs

for renewal subscriptions are expensed as incurred since they do not meet the capitalization criteria.

of subscription acquisition costs of $ 37,190 and $ 46,264 for the years ended December 31, 2022 and 2021, respectively, are included within

selling and marketing expenses on the consolidated statements of operations.

No impairment losses have been recognized for subscription

acquisition costs for the years ended December 31, 2022 and 2021.

Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the

revenue that has not yet been recognized.

of December 31, 2021 and 2020, subscription acquisition costs were $ 38,397,077 (short-term of $ 30,162,524 and long-term of $ 8,234,553 )

and $ 41,505,480 (short-term of $ 28,146,895 and long-term of $ 13,358,585 ), respectively.

Subscription acquisition cost as of December

31, 2021 presented as current assets of $ 30,162,524 are expected to be amortized during the year ending December 31, 2021 and $ 8,234,553

presented as long-term assets are expected to be amortized after the year ending December 31, 2021.

of December 31, 2022 and 2021, subscription acquisition costs were $ 40,064 (short-term of $ 25,931 and long-term of $ 14,133 ) and $ 38,397

(short-term of $ 30,162 and long-term of $ 8,235 ), respectively, on the consolidated balance sheets.

Subscription acquisition cost as of December 31, 2022 presented as current

assets of $ 25,931 are expected to be amortized during the year ending December 31, 2023 and $ 14,133 presented as long-term assets are

expected to be amortized after the year ending December 31, 2024.

Concentrations

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To control credit risk, the Company performs regular credit evaluations of its customers’ financial

from a significant customer as a percentage of the Company’s total revenue represents 11.3 %

for the years ended December 31, 2021 and 2020, respectively.

significant accounts receivable balance as

a percentage of the Company’s total accounts receivable represents 10.7 %

from significant customers as a percentage of the Company’s total revenue represent 13.9 % and 11.3 % from a customer for the years

ended December 31, 2022 and 2021, respectively.

accounts receivable balances as a percentage of the Company’s total accounts receivable represent 0.0 % and 10.7 % from a customer

for the years ended December 31, 2022, and 2021, respectively.

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was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost.

significant accounts payable balance as a

percentage of the Company’s total accounts payable represents 10.5 %

for the years ended December 31, 2021 and 2020,

respectively.

accounts payable balances as a percentage of the Company’s total accounts payable represent 14.1 %, and 10.5 % from a vendor for

the years ended December 31, 2022, and 2021, respectively.

Company has lease arrangements for certain equipment and its offices.

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and equipment is stated at cost less accumulated depreciation and amortization.

Major improvements are capitalized, while maintenance

and repairs are charged to expense as incurred.

Gains and losses from disposition of property and equipment are included in the statement

Gains and losses from disposition of property and equipment are included on the statements

of operations when realized.

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Schedule of Depreciation and Amortization, Useful Lives of Assets

Office equipment and computers

Furniture and fixtures

Leasehold improvements

Shorter of remaining lease term or estimated useful life

equipment and computers

Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development

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to the acquisition as incurred.

Intangible assets

with finite lives, consisting of developed technology and trade names, are amortized using the straight-line method over the estimated

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cash flows resulting from the use of the asset and its eventual disposition.

Intangibles with an indefinite useful life are not being

Intangible assets with an indefinite useful life are not

Company periodically evaluates the carrying value of long-lived assets to be held and used when events or circumstances warrant such

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of the reporting unit and the fair value of its other assets and liabilities.

As of December 31, 2021 and 2020, management determined

there were no indications of impairment.

Financing Costs and Discounts on Debt Obligations

financing costs consist of cash and noncash consideration paid to lenders and third parties with respect to convertible debt and other

financing transactions, including legal fees and placement agent fees.

Such costs are deferred and amortized over the term of the related

Upon the settlement of debt or conversion of convertible debt into common stock, under certain circumstances, the pro rata portion

of any related unamortized deferred financing costs are charged to operations.

consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing

information determined by consultants with the Company’s independent valuation firm.

The fair value of warrants and derivatives

are recorded as a reduction to the carrying amount of the related debt and are being amortized to interest expense over the term of such

debt, with the initial offsetting entries recorded as a liability on the balance sheet.

Upon the settlement or conversion of convertible

debt into common stock, under certain circumstances, the pro rata portion of any related unamortized discount on debt is charged to operations.

damages are provided as a result of the following:

(i) certain registration rights agreements provide for damages if the Company does

not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”);

and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities

and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”).

with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”)

are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing

is completed and are subsequently reviewed at each quarter-end reporting date thereafter.

When such quarterly review indicates that it

is probable that the Liquidated Damages will be incurred, the Company records an estimate of each such obligation at the balance sheet

date based on the amount due of such obligation.

consist of cash and noncash consideration paid to lenders and third

parties with respect to debt and other financing transactions, including legal fees and placement fees.

Such costs are deferred and amortized

over the term of the related debt.

Upon the settlement of debt the pro rata portion of any related unamortized debt costs are charged

to operations.

consideration in the form of warrants and other derivative financial

instruments issued to lenders are accounted for at fair value utilizing information determined by consultants with the Company’s

independent valuation firm.

The fair value of warrants and derivatives are recorded as a reduction to the carrying amount of the related

debt and amortized to interest expense over the term of such debt, with the initial offsetting entries recorded as a liability on the

balance sheet.

Upon the settlement of the debt the pro rata portion of any related unamortized debt cost is charged to operations.

damages are incurred when:

(i) a registration rights agreement provides for damages if the Company does not register the shares of the

Company’s common stock within the requisite time frame (the “Registration Rights Damages”), which, in general, provides

for a cash payment equal to 1.0% per month of the amount invested, on a daily pro rata basis for any portion of a month, as partial liquidated

damages per month, upon the occurrence of certain events, up to a maximum amount of 6.0% of the aggregate amount invested, subject to

interest at the rate of 1.0% per month until paid in full;

and (ii) a securities purchase agreement provides for damages if the Company

fails for any reason to satisfy a public information requirement within the requisite time frame with the Securities and Exchange Commission

(“SEC”) (the “Public Information Failure Damages”), which, in general, provides for a cash payment equal to 1.0%

of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated damages per month, up to

a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full .

Collectively, the Registration Rights Damages

and the Public Information Failure Damages are referred to as the “Liquidated Damages” on the consolidated balance sheets.

and Marketing

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management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs.

Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising.

Advertising costs that are not capitalized are expensed the first time the advertising takes place.

During the years ended December 31,

2021 and 2020, the Company incurred advertising expenses of $ 5,942,759

Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, and print and

digital advertising that are expensed when an advertisement takes place.

During the years ended December 31, 2022 and 2021,

the Company incurred advertising expenses of $ 5,987

and $ 6,962 ,

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Financial Instruments

Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants,

to be designated as an equity instrument, and generally as a liability.

A contract so designated is carried at fair value on a company’s

balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.

Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material

changes in fair value, with any such changes classified as changes in derivatives valuation in the statement of operations.

The calculation

of the fair value of derivatives utilizes highly subjective and theoretical assumptions that can materially affect fair values from period

The recognition of these derivative amounts does not have any impact on cash flows.

the date of exercise of any of the warrants, or the conversion of any convertible debt or preferred stock into common stock, the pro

rata fair value of the related warrant liability and any embedded derivative liability is transferred to additional paid-in capital.

Company accounted for freestanding contracts that were settled in

the Company’s equity securities, including common stock warrants, to be designated as an equity instrument, generally as a liability.

A contract so designated was carried at fair value on the consolidated balance sheets, with any changes in fair value recorded as a gain

or loss on the consolidated statements of operations.

Company recorded all derivatives on the consolidated balance sheets

at fair value, adjusted at the end of each reporting period to reflect any material changes in fair value, with any such changes classified

as changes in derivatives valuation in the consolidated statements of operations.

The calculation of the fair value of derivatives utilized

highly subjective and theoretical assumptions that could have materially affected fair values from period to period.

The recognition of

these derivative amounts did not have any impact on cash flows.

the date of settlement of a freestanding equity contract or common

stock warrants, the pro rata fair value of the related warrant liability and any embedded derivative liability was transferred to additional

paid-in capital.

Value of Financial Instruments

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

(no warrants were issued during the years ended December 31, 2021 or 2020) (further details are provided under the heading Publisher

Partner Warrants in Note 22), and (d) common stock warrants to ABG (further details are provided under the heading ABG Warrants

(no warrants were issued during the years ended December 31, 2022 or 2021) (further details are provided under the headings Publisher

Partner Warrants and New Publisher Partner Warrants in Note 23), and (d) common stock warrants to ABG (further details are provided

under the heading ABG Warrants in Note 23).

Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain

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to operations when the performance condition is satisfied or over the service.

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

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

(1) restricted stock awards and restricted

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are determined through consultants with the Company’s independent valuation firm using the Monte Carlo model at the grant date;

(4) Publisher Partner Warrants are determined utilizing the Black-Scholes option-pricing model;

and (5) ABG warrants are determined utilizing

the Monte Carlo model (further details are provided in Note 22).

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

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

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

Estimated volatility

is based on the historical volatility of the Company’s common stock and is evaluated based upon market comparisons.

The risk-free

interest rate is based on the U.S.

(4) Publisher Partner Warrants were determined utilizing the Black-Scholes option-pricing model;

and (5) ABG warrants are determined

utilizing the Monte Carlo model (further details are provided in Note 23).

Fair value determined under the Black-Scholes

option-pricing model and Monte Carlo model is affected by several variables, the most significant of which are the life of the stock

award, the exercise price of the stock option or warrants, as compared to the fair market value of the common stock on the grant

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

Estimated volatility was determined under

the (1) “Probability Weighted Scenarios” where one scenario assumes that the Company’s common stock will be

up-listed on a national stock exchange (the “Exchange”) on a certain listing date (the “Up-list”) where the estimated

volatility was based on evaluating the average historical volatility of a group of peer companies that are publicly traded and the

second scenario assumes that the Company’s common stock is not up-listed on the Exchange prior to the final vesting date of

the grants (the “No Up-list”) where the historical volatility of the Company’s common stock was evaluated based

upon market comparisons;

and the (2) “Up-list Scenario” where the Company estimated volatility based on evaluating the

average historical volatility of a group of peer companies that are publicly traded after the Company up-listed to the NYSE

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair market value of common stock is determined

by reference to the quoted market price of the Company’s common stock.

fair value of the stock options granted are probability weighted under the Black-Scholes option-pricing model or Monte Carlo model as

determined through consultants with the Company’s independent valuation firm since the value of the stock options, among other

things, depend on the volatility of the underlying shares of the Company’s common stock, under the following two scenarios:

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

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

and (2) scenario two assumes that the Company’s common stock is not up-listed

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

Weighted Scenarios”.

Company classifies stock-based compensation cost on its consolidated statements of operations in the same manner in which the award recipient’s

cash compensation cost is classified.

The fair market

value of common stock is determined by reference to the quoted market price of the Company’s common stock.

Company has elected to recognize forfeitures as they occur and to recognize stock-based compensation cost on a straight-line basis

over the total requisite service period for awards with graded vesting.

Company classifies stock-based compensation cost on its consolidated statements of operations in the same manner in which the award

recipient’s cash compensation cost is classified.

Company accounts for income taxes under the asset and liability method.

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All restricted stock awards are considered

outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares

are no longer forfeitable, and are thus vested.

All restricted stock units are included in the computation of basic loss per common share

only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested.

Contingently issuable shares

are included in basic loss per common share only when there are no circumstances under which those shares would not be issued.

loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding

during the period using the treasury stock method.

Common stock equivalent shares are excluded from the computation if their effect is

anti-dilutive.

outstanding but are included in the computation of basic loss per common share only when the restrictions expire, the shares are no longer

forfeitable, and are thus vested.

Restricted stock units are included in the computation of basic loss per common share only when the

restrictions expire, the shares are no longer forfeitable, and are thus vested.

Contingently issuable shares are included in basic loss

per common share only when there are no circumstances under which those shares would not be issued.

Diluted loss per common share is

computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period

using the treasury stock method.

Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof

to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would

have been anti-dilutive.

to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have

been anti-dilutive.

Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would

be anti-dilutive.

Schedule of Net Income (Loss) Per Common Share

As of December 31,

Series G Preferred Stock

Series H Preferred Stock

Restricted Stock Awards

Financing Warrants

AllHipHop Warrants

Publisher Partner Warrants

Common Stock Awards

Common Equity Awards

Outside Options

of December 31,

G Preferred Stock

H Preferred Stock

Partner Warrants

stock options

Accounting Pronouncements

Adopted Accounting Standards

August 2018, the FASB issued ASU 2018-13, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic

Recognition and Measurement of Financial Assets and Financial Liabilities , which changes the fair value measurement disclosure

requirements.

The update removes, modifies, and adds certain additional disclosures.

On January 1, 2021, the Company adopted ASU 2018-13

with no material impact to its consolidated financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which removes

certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim

period, and the recognition of deferred tax liabilities for outside basis differences.

This guidance also clarifies and simplifies other

areas of ASC 740.

Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective

basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit)

in the period of adoption.

On January 1, 2021, the Company adopted ASU 2019-12 with no material impact to its consolidated financial

position, results of operations or cash flows.

October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable

Fees and Other Costs , which clarifies that a reporting entity should assess whether a callable debt security purchased at a premium

is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other

On January 1, 2021, the Company adopted ASU 2020-08 with no material impact to its consolidated financial statements.

October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying

or improving disclosure requirements to align with the SEC’s regulations.

On January 1, 2021, the Company adopted ASU 2020-10 with

no material impact to its consolidated financial statements.

Issued Accounting Standards

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

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accounting guidance for certain financial instruments with characteristics of liabilities and equity, with a specific focus on convertible

instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted EPS computation for

these instruments.

ASU 2020-06 is effective for annual and interim reporting periods beginning after December 15, 2021, with early adoption

permitted for annual and interim reporting periods beginning after December 15, 2020.

The Company will adopt ASU 2020-06 as of the reporting

period beginning January 1, 2022.

The adoption of this update is not expected to have a material effect on the Company’s consolidated

financial statements.

instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted earnings per share

computation for these instruments.

On January 1, 2022, the Company adopted ASU 2020-06 with no material impact to its consolidated financial

position, results of operations or cash flows.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic470-50), Compensation

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options that remain equity classified after the modification or exchange.

ASU 2021-04 is effective for fiscal years beginning after December

The Company is currently evaluating the impact this update will have on its consolidated financial statements.

On January 1, 2022, the Company adopted ASU 2021-04 with no

material impact to its consolidated financial position, results of operations, cash flows or disclosures.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities

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This update should lead to recognition and measurement consistent with what’s reported

in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with U.S.

The new standard marks a change from current U.S.

GAAP, under which assets and liabilities acquired in a business combination, including

contract assets and contract liabilities arising from revenue contracts, are generally recognized at fair value at the acquisition date.

ASU 2021-08 is effective for the Company in the fiscal year beginning after December 15, 2022, including interim periods within the fiscal

year, and should be applied prospectively to business combinations on or after the effective date of the amendment.

Early adoption is

permitted, including adoption in an interim period.

The Company will adopt ASU 2021-08 as of the reporting period beginning January 1,

The Company is currently evaluating the impact that adopting this new accounting standard would have on its consolidated financial

in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with GAAP.

standard marks a change from current GAAP, under which assets and liabilities acquired in a business combination, including contract

assets and contract liabilities arising from revenue contracts, are generally recognized at fair value at the acquisition date.

1, 2022, the Company adopted ASU 2021-08 with no material impact to its consolidated financial position, results of operations or cash

This new accounting standard will be applied prospectively to business combinations.

Issued Accounting Standards

March 2022, the FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage

Disclosures, addressing areas identified by the FASB as part of its post-implementation review of its previously issued credit losses

standard (ASU 2016-13) that introduced the current expected credit losses (CECL) model.

ASU 2022-02 eliminates the accounting guidance

for troubled debt restructurings by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan

refinancings and restructurings made with borrowers experiencing financial difficulty.

This update requires an entity to disclose current-period

gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.

As the Company

has already adopted ASU 2016-13, the new guidance is effective for the fiscal years beginning after December 15, 2022 and for interim

periods within those fiscal years.

Early adoption is permitted.

The adoption of ASU 2022-02 is not expected to have a material impact

on the Company’s consolidated financial statements.

June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to

Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered

part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This update also clarifies

that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures

for equity securities subject to contractual sale restrictions.

ASU 2022-03 is effective for the Company in the fiscal year beginning

after December 15, 2023, and interim periods within the fiscal year.

Early adoption is permitted for both interim and annual financial

statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the impact that the adoption

of this new accounting standard will have on its consolidated financial statements.

does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material

impact on the Company’s financial statement presentation or disclosures.

Discontinued Operations

Company, upon Board approval on September 15, 2022, discontinued (i.e., the “discontinued operations”) the Parade print business

(“Parade Print”) that was acquired on April 1, 2022 (as part of the Parade acquisition, as further described below in Note

4), on November 13, 2022 (the last date of any obligation to deliver issues of Parade Print).

table below sets forth the loss from discontinued operations for the period from April 1, 2022 to December 31, 2022:

of Discontinued Operations

Cost of revenue

Operating expense

Selling and marketing

General and administrative

Loss on impairment of assets

Total operating expenses

Loss from discontinued operations

Income tax benefit

Net loss from discontinued operations

discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade acquisition.

An existing purchase commitment for paper used in the production of Parade Print has been recognized as part of the discontinued operations.

During the year ended December 31, 2022, as part of the discontinued operations, the Company recognized $ 750 of severance and related

commissions for certain employees, where it identified a number of Parade employees who were primarily focused on Parade Print that departed

in a one-time restructuring.

the year ended December 31, 2022, the Company recorded depreciation and amortization of

and operating and investing noncash items of $ 209 and $ 0 , respectively, as part of the discontinued operations.

Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) , and uses the fair

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as of the acquisition date.

Spun Media Incorporated – On June 4, 2021, the Company acquired all of the issued and outstanding shares of capital stock of

College Spun Media Incorporated, a New Jersey corporation (“The Spun”), for an aggregate of $ 11,829,893

Holdings, Inc .

- On April 1, 2022, the Company acquired 100 %

of the issued and outstanding capital stock of Athlon Holdings, Inc.

(or Parade), a Tennessee corporation, for a purchase price of

as adjusted for the working capital adjustment as of the closing date of the transaction.

The working capital adjustment is pending

acceptance by the sellers (further details are provided in Note 28).

As a part of the closing consideration, the Company also

acquired cash of $ 1,840 ,

that was further adjusted post-closing for the working capital adjustment.

The purchase price of $ 15,854 ,

as discounted, is comprised of (i) a cash portion of $ 12,827 ,

with $ 11,840

paid at closing and $ 987

estimated to be paid post-closing (as further described below) and (ii) the issuance of 314,103

shares of the Company’s common stock with a fair market value of $ 3,141 .

The number of shares of the Company’s common stock issued was determined based on a $ 3,000

value using the common stock trading price for the 10 trading days preceding the April 1, 2022 closing date.

Parade’s key employees entered into either advisory agreements or employment agreements with the Company.

Parade operates in

the United States.

amount estimated to be paid post-closing of $987 will be or was paid as follows:

(i) $742 is expected to be paid upon receipts of certain

tax refunds due to the sellers (consisting of $3,000 for the deferred cash payments, as discounted, less a $2,258 cash adjustment);

(ii) $245 was paid within two business days from the date the Company received proceeds from the sale of the equity interest in Just

Like Falling Off a Bike, LLC that was held by Parade as of the closing date (paid on April 7, 2022) .

Company received a final valuation report from a third-party valuation firm after the preliminary purchase price was adjusted during

the quarterly period ended September 30, 2022.

After considering the results of the final valuation report, the Company estimated that

the purchase consideration decreased by $321.

The decrease in the purchase price was related to an increase in identifiable assets of

$54, an increase in deferred tax liabilities of $27, with a decrease in the working capital adjustment of $321, resulting in a decrease

in goodwill of $348 .

composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Deferred cash payments, as discounted

Total purchase consideration

Company incurred $ 200 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

date of the acquisition based upon their respective fair values as summarized below:

Summary of Price Allocation for Acquisition

Accounts receivable

Other current assets

Equity investment

Digital content

Advertiser relationships

Accounts payable

Accrued expenses and other

Unearned revenue

Other long-term liabilities

Deferred tax liabilities

Net assets acquired

Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities

assumed, which required certain significant management assumptions and estimates.

The fair value of the digital content was determined

using a cost approach.

The fair values of the advertiser relationships were determined by projecting the acquired entity’s cash

flows, deducting notional contributory asset charges on supporting assets (working capital, tangible assets, trade names, and the assembled

workforce) to compute the excess cash flows associated with the advertiser relationships.

The fair values of the trade names were determined

by projecting revenue associated with each trade name and applying a royalty rate to compute the amount of the royalty payments the company

is relieved from paying due to its ownership of the trade names.

The estimated weighted average useful life is two years ( 2.00 years)

for digital content, eight point seventy-five years ( 8.75 years) for advertiser relationships, and fourteen point five years ( 14.50 years)

for trade names.

excess purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from

the acquisition.

Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.

No portion of the goodwill related to the acquisition will be deductible for tax purposes.

Pro forma Information

following table summarizes the results of continuing operations of the Parade acquisition from the acquisition date included in the consolidated

results of continuing operations and the unaudited pro forma results of continuing operations of the combined entity had the date of

the acquisition been January 1, 2021:

of Supplemental Proforma Information

Years Ended December 31,

Parade continuing operations from acquisition date of April 1, 2022 (unaudited):

Combined entity continuing operations supplemental pro forma information had the acquisition date been January 1, 2021 (unaudited):

Total continuing operations supplemental pro forma revenue

Net income (loss):

Total continuing operations supplemental pro forma net loss

information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved

if the acquisition had occurred as of the beginning of the Company’s reporting period.

adjustments for the years ended December 31, 2022 and 2021 of ($ 1,967 ) and ($ 49 ), respectively, represents adjustments:

(1) to record

depreciation and amortization expense related to the fixed and intangible assets acquired from the acquisition of ($ 864 ) and ($ 1,152 );

(2) to record (reverse) the nonrecurring transaction cost related to the acquisition of $ 200 and ($ 200 );

and (3) to record the deferred

tax (benefit) provision related to the acquisition of ($ 1,303 ) and $ 1,303 , respectively.

Groupe, LLC – On September 27, 2022, the Company entered into an asset purchase agreement with Buffalo Groupe, LLC, doing business

as Morning Read, where it purchased certain intellectual properties, certain assumed contracts, and other certain rights related to the

intellectual properties (collectively, the “Morning Read Purchased Assets”) and assumed certain liabilities related to the

Morning Read Purchased Assets.

The purchase consideration consisted of a cash payment of $850 at closing.

Company accounted for the acquisition as an asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of

the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

purchase consideration totaled $ 850 , which was assigned to the brand name acquired on the closing date of the acquisition.

life for the brand name is ten years ( 10.0 years).

Media, LLC – On December 15, 2022 (the closing date), pursuant to an asset purchase agreement entered into December 7,

2022, the Company acquired certain assets and liabilities from Weider Publications, a subsidiary of A360 Media, LLC (or Men’s

Journal) related to the digital media operations of Men’s Journal and other men’s active lifestyle brands.

paid $ 25,000

in cash for the acquisition consisting of:

paid at closing;

deposited into an escrow account to be released in accordance with the terms of the agreement, subject to adjustments for any

indemnification payments;

and (iii) $ 1,000

paid in November 2022.

The Company also assumed certain liabilities consisting of:

(i) $ 1,430 an

assumed lease obligation, as discounted (representing $ 3,189

in deferred payments over twenty-seven months (27) for the assumption of a lease obligation);

and (ii) $ 4,078

in deferred revenue obligations to deliver certain publications to the subscribers of Men’s Journal ($ 3,941

in unearned revenue after consideration of an estimated subscription refund liability of $ 137 ).

In accordance with the practical expedients under ASU 2021-08, the Company has elected to apply (i) the practical expedient to the

modification of the subscriber contracts at the acquisition date to determine the performance obligations and transaction price;

(ii) to use the estimated selling price of a subscriber contract as the standalone selling price of the replacement magazine based

on the number of magazines expected to be delivered to the Men’s Journal subscribers to satisfy the performance obligations.

The agreement contains customary representations, warranties and covenants.

Men’s Journal operates in the United

Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition

of a business under the applicable guidance.

Company incurred $ 283 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded within general and administrative expense on the consolidated statements of operations.

preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed

at the closing date of the acquisition based upon their respective fair values as summarized below:

of Preliminary Price Allocation

Lease deposit receivable

Advertiser relationships

Unearned revenue

Subscription refund liability

Assumed lease obligation

Net assets acquired

Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities

assumed, which required certain significant management assumptions and estimates.

The fair value of the advertiser relationships were

determined by applying the multi-period earnings method of the income approach and the fair values of the brand names were determined

by applying the relief-from-royalty method.

The estimated weighted average useful life is twelve and one-half years ( 12.5 years) for

the advertiser relationships and eleven years ( 11.0 years) for the brand names.

excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from

the acquisition.

Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.

A portion of the goodwill will be deductible for tax purposes.

Pro forma Information

pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable

to accept assumptions made by Men’s Journal.

The Company has determined, based on the information provided by Men’s Journal

and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included

certain activities of Men’s Journal and financial statements were not available.

In this regard, the Company:

(1) made reasonable

effort to obtain certain financial results of the certain activities but Men’s Journal was unable to apply the requirement;

(2) the presentation of the pro forma results and the assumptions made by management were unable be independently substantiated.

Spun Media Incorporated – On June 4, 2021, the Company acquired all of the issued and outstanding shares of capital stock

of College Spun Media Incorporated, a New Jersey corporation (or The Spun), for an aggregate of $ 11,830

in cash and the issuance of an aggregate of 194,806

restricted shares of the Company’s common

stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares vesting

on the second anniversary of the closing date, subject to a customary working capital adjustment based on cash and accounts receivable

as of the closing date.

The cash payment consists of:

(i) $ 10,829,893

restricted shares of the Company’s common stock, with one-half of the shares vesting on the first anniversary of the closing

(vested on June 4, 2022) and the remaining one-half of the shares vesting on the second anniversary of the closing.

The cash payment

paid at closing (of the cash paid at closing, $ 830

represents adjusted cash pursuant to the working

capital adjustments), and (ii) $ 500,000

represents adjusted cash pursuant to working capital adjustments), and (ii) $ 500

to be paid on the first anniversary of the closing ($ 500

and $ 500,000

to be paid on the second anniversary date of

The vesting of shares of the Company’s common stock is subject to the continued employment of certain selling employees.

paid on June 4, 2022 consisted of principal of $ 453

and imputed interest of $ 47 )

to be paid on the second anniversary date of the closing.

The vesting of one-half of the shares of the Company’s common stock

remain subject to the continued employment of certain selling employees.

The Spun operates in the United States.

4 unchanged sentences

Company incurred $ 128 in transaction costs related to the acquisition, which primarily consisted of legal and accounting.

The acquisition

related expenses were recorded within general and administrative expense on the consolidated statements of operations.

The acquisition-related

expenses were recorded within general and administrative expense on the consolidated statements of operations.

Company received a final valuation report from a third-party valuation firm after the preliminary purchase price was recorded for the

quarterly period ended June 30, 2021.

After considering the results of that valuation report, the Company estimated the fair value for

the brand name of $ 5,175 , along with a decrease for working capital accounts of $ 1,932 (consisting of adjusted amounts for cash, accounts

receivable, accrued expenses and deferred tax liabilities) resulting in a corresponding decrease to goodwill of $ 3,977 .

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

5 unchanged sentences

Deferred tax liabilities

( 1,825,720 )

Net assets acquired

9 unchanged sentences

Fantasy Sports, LLC – On July 15, 2021, the Company entered into an asset purchase agreement with Fulltime Fantasy Sports,

LLC, a Delaware limited liability company (“Fulltime Fantasy”), where it purchased certain intellectual property

(including databases, documents and certain rights related to the intellectual property), subscriber and customer records, and other

certain rights related to the intellectual property (collectively the “Purchased Assets”) and assumed certain

liabilities related to the Purchased Assets.

LLC, where it purchased certain intellectual property, subscriber and customer records, and other certain

rights related to the intellectual property (collectively the “Fulltime Fantasy Purchased Assets”) and assumed certain liabilities

related to the Fulltime Fantasy Purchased Assets.

The purchase price consisted of:

(1) a cash payment of $ 335,000 (paid

in advance), including transaction related costs of $ 35,000 ,

(2) the issuance of 34,092 shares

the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 11,364 shares

of the Company’s common stock, which vested at closing, and (3) a cash earn-out payment of $ 225,000 (paid

in January 2022) and 11,364 shares

of the Company’s common stock (vested on December 31, 2021).

The remaining consideration of a cash earn-out

payment of $ 225,000 is

due on June 30, 2022 and the vesting of 11,364 shares

of the Company’s common stock, which vests on June 30, 2022, is subject to certain terms and conditions and the

material breach of certain agreements and acceleration provisions.

Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets

acquired by the Company is concentrated in a group of similar identifiable assets.

All direct acquisition related costs of $ 35,000 are

assigned to the assets in relation to the relative fair value of the acquired assets and recorded as part of the consideration transferred.

(i) a cash payment of $ 335 (paid in advance), including

transaction related costs of $ 35 , (ii) the issuance of 34,092 shares the Company’s restricted common stock (subject to certain vesting

earn-out provisions and certain buy-back rights), with 11,364 shares of restricted common stock vested at closing, and (iii) a cash earn-out

payment of $ 450 ($ 225 paid in January 2022 and $ 225 paid June 2022) and 22,728 shares of restricted common stock ( 11,364 vested on December

31, 2021 and 11,364 vested on June 30, 2022).

Company accounted for the acquisition as an asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of

the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

All direct acquisition-related costs

of $ 35 are assigned to the assets in relation to the relative fair value of the acquired assets and recorded as part of the consideration

composition of the purchase price is as follows:

5 unchanged sentences

Total purchase consideration

purchase price resulted in $ 1,256,887 (including $ 35,000 of transaction related costs) being assigned to a database acquired at the closing

date of the acquisition.

purchase price resulted in $ 1,257 (including $ 35 of transaction related costs) being assigned to a database acquired at the closing date

of the acquisition.

The useful life for the database is three years ( 3.0 years).

2020 Acquisitions

– On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., doing business as LiftIgniter,

a Delaware corporation (“LiftIgniter”), where it purchased substantially all the assets, including the intellectual

property and excluding certain accounts receivable, and assumed certain liabilities.

The purchase price consisted of:

(1) a cash payment

on February 19, 2020, in connection with the

repayment of all outstanding indebtedness, (2) at closing, a cash payment of $ 131,202 ,

(3) collections of certain accounts receivable, (4) on the first anniversary date of the closing, the issuance of restricted stock for

an aggregate of up to 14,205

shares of the Company’s common stock (of

shares of the Company’s common stock were

issued during the year ended December 31, 2021 with 2,539

shares to be issued), and (5) on the second anniversary

date of the closing, the issuance of restricted stock for an aggregate of up to 14,205

shares (subject to certain indemnifications)

of the Company’s common stock.

composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Indemnity restricted stock units for shares of common stock

Total purchase consideration

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

date of the acquisition based upon their respective fair values as summarized below:

Summary of Price Allocation for Acquisition

Accounts receivable

Developed technology

Accounts payable

Unearned revenue

Net assets acquired

useful life for the developed technology is three years ( 3 .0 years).

and Other Current Assets

Prepayments and Other Current Assets

and other current assets are summarized as follows:

2 unchanged sentences

Prepaid expenses

Prepaid supplies

Prepaid software license

Refundable income and franchise taxes

Security deposits

Unamortized debt costs

Other receivables

and other current assets

of December 31, 2021 and 2020, $ 11,250,000

and $ 26,250,000 ,

respectively, of royalty fees were unamortized from the $ 45,000,000

guaranteed minimum annual royalties that was

prepaid to ABG in connection with the Sports Illustrated Licensing Agreement.

The royalties are being recognized over a period of three-years

starting October 4, 2019.

As of December 31, 2021, the current portion of $ 11,250,000

was reflected within royalty fees, current portion

on the consolidated balance sheets.

As of December 31, 2020, the current portion of $ 15,000,000

was reflected within royalty fees, current portion

on the consolidated balance sheets and the long-term portion of $ 11,250,000

was reflected within royalty fees, net of current

portion on the consolidated balance sheets.

and Equipment

Total prepayments and other current assets

fees represent royalties due to ABG in connection with the Sports Illustrated Licensing Agreement.

The Company’s

guaranteed minimum annual royalties are $ 15,000 , subject to certain provisions, with payment to be made in advance on a quarterly basis.

The royalty fee payments are amortized monthly.

As of December 31, 2022 and 2021, $ 0 and $ 11,250 , respectively, were paid in advance

and reflected within current assets on the consolidated balance sheets.

Property and Equipment

and equipment are summarized as follows:

3 unchanged sentences

Furniture and fixtures

Leasehold improvements

Property and equipment, Gross

Less accumulated depreciation and amortization

Net property and equipment

and amortization expense for the years ended December 31, 2021 and 2020 was $ 443,422 and $ 638,796 , respectively.

Depreciation and amortization

expense is included in selling and marketing expenses and general and administrative expenses, as appropriate, on the consolidated statements

of operations.

No impairment charges have been recorded in the periods presented.

and amortization expense for the years ended December 31, 2022 and 2021 was $ 539

respectively.

Impairment charges for property and equipment for the years ended December 31, 2022 and 2021 of $ 0

respectively, have been recorded on the consolidated statements of operations.

Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2022.

Company determines whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized upon commencement

of the lease based on the present value of the future minimum lease payments over the lease term.

The lease term includes options to

extend the lease when it is reasonably certain that the Company will exercise that option.

The Company’s current lease is a long-term

operating lease with a remaining fixed payment term of 2.75

The Company determines

whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized upon commencement of the lease based

on the present value of the future minimum lease payments over the lease term.

The lease term includes options to extend the lease when

it is reasonably certain that the Company will exercise that option.

The Company’s current lease is a long-term operating lease

with a remaining fixed payment term of 1.75 years.

table below presents supplemental information related to operating leases:

of Supplemental Information Related to Operating Leases

Years Ended December 31,

As of December 31,

Operating lease costs during the year (1)

3 unchanged sentences

Weighted-average discount rate during the year

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

(1) Operating lease costs is presented net of sublease income that is not

Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining

4 unchanged sentences

of Operating Lease Costs

Years Ended December 31,

As of December 31,

Operating lease costs:

2 unchanged sentences

General and administrative

Total operating costs ( 1 )

Less sublease income

Total operating lease costs

(1) Includes certain

costs associated with a business membership agreement that permits access to certain office space of $ 75,000 ,

Includes certain costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December 31, 2022 and 2021 of $ 170 and $ 612 , respectively, and month-to-month lease arrangements for the years ended December 31, 2022 and 2021 of $ 95 and $ 320 , respectively.

of the operating lease liability as of December 31, 2022 are summarized as follows:

7 unchanged sentences

Total operating lease liability

Agreement - In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of its operating

lease through September 2024, where it is entitled to receive sublease income of $ 637,000 .

In connection with the sublease agreement, the Company:

(1) reduced the value of its right-of-use asset and lease liability by $ 1,001,511

based on a remeasurement of its existing operating

lease to exclude any renewal options in its lease liability;

and (2) recognized a loss on impairment of the lease of $ 466,356

as reflected on the consolidated statements

of operations.

Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing

business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership

provides a certain number of accounts that equate to the use of the space granted).

The term of the agreement is for twenty-seven months,

with an initial period of three months at $ 25,000

per month for 30 accounts and secondary period

for the remaining twenty-four months at $ 56,617

per month for 110 accounts.

The agreement also

provides for:

Agreement – In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of

its operating lease through September 2024, where it is entitled to receive sublease income of $ 637 .

In connection with the sublease

agreement, the Company:

(1) reduced the value of its right-of-use asset and lease liability by $ 1,002 based on a remeasurement of its

existing operating lease to exclude any renewal options in its lease liability;

and (2) recognized a loss on impairment of the lease

for the year ended December 31, 2021 of $ 466 as reflected on the consolidated statements of operations.

As of December 31, 2022, the Company

is entitled to receive total sublease income of $ 477 .

Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC,

doing business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships.

This membership provides a certain number of accounts that equate to the use of the space granted.

Effective June 1, 2022, the

SaksWorks membership agreement was amended and assigned to Convene SW MSA Holdings, LLC (“Convene”).

The term of the

agreement with Convene is for twenty-seven months from the initial effective date of October 1, 2021 with SaksWorks.

membership fee with Convene is $ 500

payable in equal monthly installments.

The agreement also provides for:

(1) additional accounts at predetermined pricing;

(2) an early termination date of June 30, 2023, providing

the Company gives notice by December 31, 2022;

and (3) the renewal of the agreement at the end on the term for a twelve-month

period at the then-current market price and pricing structure on such renewal date.

renewal of agreement at the end on the term for a twelve-month period at the then-current market price and pricing structure on such

renewal date.

As of December 31, 2022, the Company had $ 500

of remaining payments under the agreement with Convene.

Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space and as a result,

relinquished the space and derecognized a right-of-use asset of $ 15,673,474 , a lease liability of $ 17,934,940 and recorded a penalty

upon termination of $ 9,606,121 (as discounted since the amount of the liability and timing of the Cash Payments, as defined below, are

fixed), resulting in a net loss upon termination (or loss on termination of lease), of $ 7,344,655 , which has been reflected on the consolidated

statements of operations.

In connection with the termination, the Company agreed to pay the landlord cash of $ 10,000,000 (the “Cash

Payments”) and $ 1,475,000 in market rate advertising.

The Cash Payments are due as follows:

$ 1,000,000 on December 1, 2021 (paid

in December 2021);

$ 1,000,000 on October 1, 2022;

$ 4,000,000 on October 1, 2023;

and $ 4,000,000 on October 1, 2024.

relinquished the space and derecognized a right-of-use asset of $ 15,673 , a lease liability of $ 17,935 and recorded a penalty upon termination

of $ 9,606 (as discounted since the amount of the liability and timing of the Cash Payments, as defined below, are fixed), resulting in

a net loss upon termination for the year ended December 31, 2021 of $ 7,345 (or loss upon lease termination), which has been reflected

on the consolidated statements of operations.

In connection with the termination, the Company agreed to pay the landlord cash of $ 10,000

(the “Cash Payments”) and $ 1,475 in market rate advertising.

The Cash Payments were paid or remain due as follows:

paid in December 2021;

$ 1,000 paid in October 2022;

$ 4,000 due on October 1, 2023;

and $ 4,000 due on October 1, 2024.

Platform Development

4 unchanged sentences

Less accumulated amortization

( 12,698,307 )

( 8,671,820 )

Net platform development

summary of platform development activity is as follows:

Summary of Platform Development Cost Activity

As of and for the Years Ended

of Platform Development Cost Activity

As of December 31,

Platform development beginning of year

Payroll-based costs capitalized during the year

Total capitalized costs

Payroll-based costs capitalized

Less dispositions

Total capitalized payroll-based costs

Stock-based compensation

Dispositions during the year

Platform development end of year

expense for platform development for the years ended December 31, 2021 and 2020, was $ 4,485,384 and $ 3,890,966 , respectively, is included

within cost of revenues on the consolidated statements of operations.

expense for platform development for the year ended December 31, 2022 and 2021 was $ 5,822

and $ 4,485 ,

respectively.

Amortization expense for platform development is included in cost of revenues on the consolidated statements of

Impairment charges for platform development for the years ended December 31, 2022 and 2021 of $ 210

respectively, have been recorded on the consolidated statements of operations.

Intangible Assets

assets subject to amortization consisted of the following:

of Intangible Assets Subjects to Amortization

of Intangible Assets Subject to Amortization

Weighted Average

As of December 31, 2022

of December 31, 2020

$ ( 11,465,869 )

$ ( 8,283,740 )

relationships

( 32,622,245 )

( 18,105,041 )

relationships

( 1,103,771 )

amortizable intangible assets

( 47,321,802 )

( 28,235,821 )

intangible assets

$ 104,678,299

$ ( 47,321,802 )

$ ( 28,235,821 )

technology, noncompete agreement, trade name, subscriber relationships, advertiser relationships, and database intangible assets subject

to amortization were recorded as part of the Company’s business acquisitions.

The website domain name has an infinite life and

is not being amortized.

Amortization expense for the years ended December 31, 2021 and 2020 was $ 20,247,493 and $ 20,301,665 , respectively.

Amortization expense for developed technology and platform development of $ 4,343,641 and $ 4,659,986 for the years ended December 31,

2021 and 2020, respectively, are included within cost of revenues on the consolidated statements of operations.

No impairment charges

have been recorded during the years ended December 31, 2021 and 2020.

As of December 31, 2021

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Developed technology

Subscriber relationships

Advertiser relationships

Digital content

Subtotal amortizable intangible assets

Website domain name

Total intangible assets

technology, trade name, brand name, subscriber relationships, advertiser relationships, and database intangible assets subject to

amortization were recorded as part of the Company’s business acquisitions.

The website domain name was not being amortized and

was impaired during the year ended December 31, 2022.

Amortization expense for the years ended December 31, 2022 and 2021 was $ 20,748

and $ 20,246 ,

respectively.

Impairment charges for intangible assets for the years ended December 31, 2022 and 2021 of $ 47

respectively, were recorded on the consolidated

statements of operations.

total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization

as of December 31, 2022 is as follows:

of Future Estimated Amortization Expenses for Intangible Assets

of Future Estimated Amortization expense For Intangible Assets

Years Ending December 31,

Intangible assets ,net

assets are summarized as follows:

2 unchanged sentences

Security deposit

Other deposits

Prepaid expenses

Prepaid supplies

changes in carrying value of goodwill as follows:

Schedule of Changes in Carrying Value of Goodwill

Prepaid insurance

Unamortized debt cost

Total o ther assets

changes in carrying value of goodwill are as follows:

of Changes in Carrying Value of Goodwil l

As of December 31,

1 unchanged sentence

Goodwill acquired in acquisition of The Spun

Goodwill acquired in acquisition of Parade

Goodwill acquired in acquisition of Men’s Journal

Carrying value at end of year

2 unchanged sentences

test for goodwill.

the years ended December 31, 2021 and 2020, the Company as part of its annual evaluations utilized the option to first assess qualitative

factors to determine whether it was necessary to perform the quantitative goodwill impairment assessment.

As part of this assessment,

the Company reviews qualitative factors which include, but are not limited to, economic, market and industry conditions, as well as the

financial performance of its reporting unit.

In accordance with applicable guidance, an entity is not required to calculate the fair

value of its reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that

the fair value of its reporting unit is greater than its respective carrying amount.

The annual impairment test was performed on December

No impairment of goodwill has been identified during the years ended December 31, 2021 and 2020.

Company, as part of its annual impairment evaluation of goodwill of its one reporting unit, performs the goodwill impairment test in

accordance with applicable guidance.

The guidance provides an entity with the option to first perform a qualitative assessment to

determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

determines that this is the case, it is required to perform the goodwill impairment test to identify potential goodwill impairment

and measure the amount of goodwill impairment loss to be recognized for that reporting unit, if any.

If an entity determines that

the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required.

impairment test was performed on December 31, 2022.

impairment of goodwill has been identified during the years ended December 31, 2022 and 2021.

Restricted Stock Liabilities

1 unchanged sentence

certain employees in connection with the HubPages merger.

Pursuant to the amendment:

restricted stock awards ceased to vest and all unvested shares were deemed unvested and forfeited, leaving an aggregate of 48,389

shares vested;

restricted stock units were modified to vest on December 31, 2020, and as of the close of business on December 31, 2020, each restricted

stock unit was terminated and deemed forfeited, with no shares vesting thereunder;

to certain conditions, the Company agreed to purchase the vested restricted stock awards and restricted stock units, at a price of

$ 88.00 per share in 24 equal monthly installments on the second business day of each calendar month beginning on January 4, 2021.

a result of the modification of the equity-based awards, the Company recognized $ 334,328 of incremental stock-based compensation costs

at the time of the modification and recorded $ 3,800,734 as a reclassification of restricted stock awards and units from equity to liability

classified upon modification, as reflected within additional paid-in capital on the consolidated statements of stockholders’ deficiency.

following table presents the components of the restricted stock liabilities:

Pursuant to the amendment, the Company agreed to purchase the vested

restricted stock awards, at a price of $ 88.00 per share in 24 equal monthly installments on the second business day of each calendar month

beginning on January 4, 2021, subject to certain conditions.

following table presents the activity of the restricted stock liabilities:

of Components of Restricted Stock liabilities

As of December 31,

As of and for the Years Ended

Restricted stock liabilities (before imputed interest)

2 unchanged sentences

Less payments during the years

( 1,471,591 )

Restricted stock liabilities at end of year

Current portion of restricted stock liabilities (reflected in accrued expenses and other)

Long-term portion of restricted stock liabilities

Total restricted stock liabilities at end of year

Company recorded the repurchase of restricted stock of the Company’s common stock 22,178 during the years ended December 31, 2021

on the consolidated statements of stockholders’ deficiency.

Accrued Expenses and Other

Restricted stock liabilities at end of year (reflected in accrued expenses and other)

During the years ended December 31, 2022 and 2021, the Company recorded the repurchase of 26,214 and 22,178 shares of the Company’s restricted stock awards, respectively, on the consolidated

statements of stockholders’ deficiency.

Effective April 4, 2022, there were no longer any shares of the Company’s common

stock subject to repurchase.

During the years ended December 31, 2022 and 2021, the Company paid $ 2,307 and

cash for the repurchase, including interest of $ 155 and

respectively.

Accrued Expenses and Othe r

expenses and other are summarized as follows:

4 unchanged sentences

Accrued publisher expenses

Deferred cash payments in connection with acquisitions

Deferred cash payments

Sales tax liability

1 unchanged sentence

Lease termination liability

accrued expenses

Other accrued expenses

Total accrued expenses and other

Line of Credit

Credit Facility – On December 6, 2021, the Company entered into an amendment to its financing and security agreement

for its line of credit with FPP Finance LLC (“FastPay”) that was originally entered into on February 27, 2020, pursuant to

which (i) the maximum amount of advances available was increased to $ 25,000,000

from $ 15,000,000 ,

(ii) the interest rate on the facility applicable margin was decreased to 6.00 %

per annum from 8.50 %

per annum (the facility bears interest at the LIBOR rate plus the applicable margin), and (iii) the maturity date was extended to February

The line of credit is for working capital

purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets.

As of December 31, 2021, the balance outstanding under the FastPay line of credit was $ 11,988,194 .

Credit Facility – As of January 1, 2020, Sallyport collected accounts receivable in excess of the balance outstanding under

the note, therefore, the Company was due $ 626,532 from Sallyport which was reflected within accounts receivable on the consolidated balance

Effective January 30, 2020, the Company’s factoring facility with Sallyport was closed and funds were no longer available

Credit Facility – On December 15, 2022, the Company entered into an amendment to its financing and security agreement for its

line of credit with SLR Digital Finance LLC (formerly FPP Finance LLC) (“SLR”), that was previously amended on December 6, 2021,

pursuant to which (i) the maximum amount of advances available was increased to $ 40,000 (subject to certain limits and eighty-five ( 85 % )

of eligible accounts receivable ), (ii) the interest rate on the line of credit was amended to be the prime rate plus 4.0% per annum

of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available) (as of December 31,

2022 the rate was 11.5%), and (iii) the maturity of the line of credit was extended to December 31, 2024;

provided that the maturity

date will be December 31, 2023 if the Company has not refinanced, repaid or extended all of its Senior Secured Notes (as defined below)

due December 31, 2023 by August 31, 2023, and provided further, that SLR will be entitled to accelerate the obligations if the Company

has not refinanced, repaid or extended all of its Senior Secured Notes due December 31, 2023 by September 30, 2023 .

In the event that

the line of credit is accelerated, the Company will be obligated to pay SLR a termination fee of $ 900 .

The amendment also permitted the

Company to enter into the Bridge Notes (as defined below).

The line of credit is for working capital purposes and is secured by a first

lien on all the Company’s cash and accounts receivable and a second lien on all other assets.

In connection with the line of credit,

the Company incurred debt costs of $ 441 that are being amortized over the life of the line of credit with the unamortized balance reflected

in prepayment and other current assets of $ 216 and other long-term assets of $ 216 , as of December 31, 2022, respectively.

of December 31, 2022, the effective interest rate on the line of credit was 12.7 % .

As of December 31, 2022 and 2021, the balance outstanding

under the line of credit was $ 14,092 and $ 11,988 , respectively.

Liquidated Damages Payable

Damages payable are summarized as follows:

Liquidated Damages

Damages payable are summarized as follows (capitalized terms are described herein):

Summary of Liquidated Damages

As of December 31, 2022

Accrued Interest

MDB common stock to be issued (1)

1 unchanged sentence

Convertible debentures

Series I Preferred Stock

Series J Preferred Stock

Series K Preferred Stock

(1) Shares of common

stock issuable to MDB Capital Group, LLC (“MDB”).

of December 31, 2022, the short-term and long-term liquidated damages payable were $ 5,843

respectively, totaling $ 6,337 .

The long-term portion was converted into shares of the Company’s common stock (see Note 29 under the heading of Liquidated Damages ).

The Company will continue to accrue interest on the Liquidated Damages balance at 1% per month based on the balance outstanding until

There is no scheduled date when the unpaid Liquidated Damages become due.

The Series K Preferred Stock (as defined below) remains

subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to

of the aggregate amount invested (see Note 16).

As of December 31, 2021

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

MDB common stock to be issued (1)

3 unchanged sentences

Series J Preferred Stock

(1) Consists of shares

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

the years ended December 31, 2021 and 2020, liquidated damages payables were $ 12,205,455 (short-term of $ 5,197,182 and long-term of $ 7,008,273 )

and $ 9,568,091 (short-term of $ 9,568,091 and long-term of none ), respectively.

Company will continue to accrue interest on the Liquidated Damages balance at 1 %

per month based on the balance outstanding until paid.

There is no scheduled date when the unpaid Liquidated Damages become due.

Series K Preferred Stock

(1) Shares of common

stock issuable to MDB.

of December 31, 2021, the short-term and long-term liquidated damages payable were $ 5,197 and $ 7,008 , respectively, totaling $ 12,205 .

The long-term portion was converted into shares of the Company’s common stock on January 24, 2022 (see Note 22, under the heading

Common Stock for Liquidated Damages ).

with respect to the Liquidated Damages recognized on the consolidated statements of operations is provided in Note 24.

2 unchanged sentences

of Other long- term liabilities

As of December 31,

Lease termination liability

Deferred cash payment liabilities

Other long-term liabilities

Fair Value Measurements

of December 31,

termination liability

lease liability

cash payment liabilities

other long-term liabilities Other long -Term liabilities

Fair Value Measurement

Company’s financial instruments consist of level 1, Level 2 and level 3 assets as of December 31, 2022 and 2021.

As of December

31, 2021 and 2020, the Company’s cash and cash equivalents of $ 9,349,020 and $ 9,033,872 , respectively, were Level 1 assets and

included savings deposits, overnight investments, and other liquid funds with financial institutions.

31, 2022 and 2021, the Company’s cash and cash equivalents of $ 13,871 and $ 9,349 , respectively, were Level 1 assets and included

savings deposits, overnight investments, and other liquid funds with financial institutions.

instruments measured at fair value during the year consisted of the following:

1 unchanged sentence

As of December 31, 2022

Quoted Prices

Senior Secured Note

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Senior Secured Notes

As of December 31, 2021

Quoted Prices

Senior Secured Note

Warrant derivative liabilities:

Strome Warrants

Riley Warrants

Total warrant derivative liabilities

Secured Note – The carrying value of the Senior Secured Note (as defined below) approximates fair value based

on current market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Senior Secured Notes

Secured Notes – The carrying value of the Senior Secured Notes (as defined below) approximates fair value based on current

market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2 inputs.

quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows:

Revenue – The fair value of unearned revenue remaining in connection with the 2019 acquisition of Sports Illustrated

media business, was determined with the following inputs:

Revenue – The fair value of unearned revenue remaining in connection with the 2019 acquisitions of Sports Illustrated Licensed

Brands, was determined with the following inputs:

(1) projection of when unearned revenue will be earned;

necessary to fulfill the subscriptions;

(2) expense necessary to fulfill

the subscriptions;

(3) gross up of the fulfillment costs to include a market participant level of profitability;

(4) slight premium to the fulfillment-costs plus a reasonable profit metric;

and (5) reduce projected future cash flows to present value

using an appropriate discount rate.

The unearned revenue remaining from the acquisition as of December 31, 2021 was $ 4,855,167

and $ 14,071,065 ,

respectively, on the consolidated balance sheets.

(4) slight premium to

the fulfillment-costs plus a reasonable profit metric;

and (5) reduce projected future cash flows to present value using an appropriate

discount rate.

The unearned revenue remaining from the acquisitions as of December 31, 2022 and 2021 was $ 1,154 and $ 4,855 , respectively.

changes in unearned revenue with inputs classified as Level 3 of the fair value hierarchy are reflected within revenue on the consolidated

statements of operations.

Derivative Liabilities – The Company accounted for certain warrants of the 12 % Convertible Debentures (as described in Note

18) as derivative liabilities, which required the Company carry such amounts on its consolidated balance sheets as a liability at fair

value, as adjusted at each reporting period-end.

Derivative Liabilities – The Company accounted for certain warrants issued in connection with previously

issued convertible debentures, as derivative liabilities, which required the Company carry such amounts on its consolidated balance sheets

as a liability at fair value, as adjusted at each reporting period end.

Company determined the fair value of the Strome Warrants and B.

Riley Warrants (all as described in Note 21) utilizing the Black-Scholes

valuation model as further described below.

These warrants were classified as Level 3 within the fair-value hierarchy.

Inputs to the

valuation model include the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining

life of the warrants, the exercise price or conversion price, and the dividend rate.

The Company uses the closing stock price of its

common stock over an appropriate period of time to compute stock volatility.

Warrants (as described in Note 22) utilizing the Black-Scholes valuation model as further described below.

These warrants were classified

as Level 3 within the fair-value hierarchy prior to reclassification to equity (as described below).

Inputs to the valuation model include

the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining life of the warrants,

the exercise price or conversion price, and the dividend rate.

The Company uses the closing stock price of its common stock over an appropriate

period of time to compute stock volatility.

assumptions are summarized as follows:

7 unchanged sentences

exercise price:

and 2020 assumptions:

Black-Scholes option-pricing;

expected life:

risk-free interest rate:

volatility factor:

dividend rate:

transaction date closing market price:

exercise price:

Riley Warrants – 2021 assumptions upon reclassification to equity:

5 unchanged sentences

transaction date closing market price:

and 2020 assumptions:

Black-Scholes option-pricing;

expected life:

risk-free interest rate:

dividend rate:

transaction date closing market price:

exercise price:

following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative

liability and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2021 and 2020:

of Valuation Activity for Warrants Accounted for Derivative Liability

As of and for the Years Ended December 31,

Reclassification

following table represents the carrying amounts, change in valuation

for the Company’s warrants accounted for as a derivative liability and classified within Level 3 of the fair-value hierarchy and

fair value recorded upon reclassification to equity as of and during the year ended December 31, 2021:

of Valuation Activity for the Embedded Conversion Feature Liability

Carrying Amount at Beginning of Year

Change in Valuation

Reclassification to Equity

Carrying Amount at End of Year

Strome Warrants

$ ( 629,528 )

$ ( 331,980 )

Riley Warrants

$ ( 1,113,403 )

$ ( 496,305 )

the years ended December 31, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized within other (expense)

income on the consolidated statements of operations, as described in the above table of $ 34,492

and $ 496,305 ,

respectively.

the year ended December 31, 2021, the change in valuation of warrant derivative liabilities recognized within other income on the consolidated

statements of operations was $ 34 .

The Strome Warrants and B.

Riley Warrants were reclassified to equity upon filing an effective registration statement during

the year ended December 31, 2021, resulting in a $ 1,113,403

offset within additional paid-in capital on the

consolidated statements of stockholders’ deficiency.

following table represents the carrying amounts and changes in valuation for the Company’s conversion option features, buy-in features,

and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), for the 12 %

Convertible Debentures (refer to Note 18) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value

hierarchy as of and for the year ended December 31, 2020:

of Valuation Activity for the Embedded Conversion Feature Liability

As of and for the Year Ended December 31, 2020

within Equity

Amount at End

12 % Convertible Debentures

$ ( 2,571,004 )

$ ( 10,929,996 )

the year ended December 31, 2020, the change in valuation of embedded derivative liabilities as described in the above table of $ 2,571,004

was recognized as other expense on the consolidated statements of operations.

a result of the conversion of certain 12 % Convertible Debentures into shares of the Company’s common stock, the Company recorded

the fair value of the embedded derivative liabilities of the conversion option features, buy-in features, and default remedy features

of $ 10,929,996 within additional paid-in capital on the consolidated statements of stockholders’ deficiency (as further described

of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12 % Convertible Debentures

since certain holders converted the debt into shares of the Company’s common stock and certain holders were paid in cash.

Convertible Debt

Company had various financings through the issuance of 12 % senior subordinated convertible debentures during 2018 and 2019 that were

due and payable on December 31, 2020 (the “ 12 % Convertible Debentures”).

In connection with the issuance of the 12 % Convertible

Debentures the Company recognized certain embedded derivative liabilities that were bifurcated from the note instruments, consisting

(i) conversion option;

(ii) buy-in feature;

and (iii) default remedy feature, which required the Company to carry such amounts

on its consolidated financial statements as a liability at fair value, as adjusted at each period-end.

The Company also incurred debt

issuance cost.

The embedded derivative liabilities and debt issuance cost were treated as a debt discount and amortized over the term

Company entered into a registration rights agreements in connection with the securities purchase agreements, where the Company agreed

to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe

and subject to certain conditions.

The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount

invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, up to a maximum amount of

6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full .

The registration rights

agreements provide for Registration Rights Damages (further details are provided in Note 15).

securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full .

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

Company recognized a portion of the Public Information Failure Damages pursuant to the securities purchase agreements in connection with

the 12% Convertible Debentures at the time of issuance as it was deemed probable the obligations would not be satisfied when the financings

were completed (see Note 15).

December 31, 2020, certain holders converted the 12% Convertible Debentures representing an aggregate of $ 18,104,949 of the then-outstanding

principal and accrued but unpaid interest into 2,449,431 shares of the Company’s common stock at effective conversion per-share

prices ranging from $ 7.26 to $ 8.80 .

Further, the Company repaid an aggregate of $ 1,130,903 of the 12% Convertible Debentures, including

the then-outstanding principal and accrued interest, in cash.

With respect to the conversion of the accrued interest into shares of the

Company’s common stock, the Company recognized a loss on conversion of $ 3,297,539 at the time of conversion on the consolidated

statements of operations.

Upon conversion of the 12% Convertible Debentures, the Company recorded the aggregate outstanding principal

and loss on conversion of the accrued interest of $ 21,402,488 within additional paid-in capital on the consolidated statements of stockholders’

following table represents the various components of the 12 %

Convertible Debentures as of and for the year ended December 31, 2020:

of 12% Convertible Debentures

Issuance Date

Principal amount of debt:

issuance costs

Net cash proceeds received

Principal amount of debt (excluding original issue discount)

conversion of debt from convertible debentures

accrued interest

Principal amount of debt including accrued interest

conversion in connection with issuance of common stock

( 15,870,143 )

( 2,089,989 )

( 18,104,949 )

repayments in cash

( 1,130,903 )

Principal amount of debt

Debt discount:

Allocated embedded derivative liabilities at issuance

( 4,760,000 )

( 5,834,000 )

Liquidated Damages recognized upon issuance

Issuance cost incurred at issuance

Total debt discount

( 6,056,944 )

( 7,338,944 )

amortization of debt discount

Debt discount

12% Convertible Debentures balance at December 31, 2020

For additional information for the year ended December

31, 2020 with respect to interest expense related to the 12% Convertible Debentures is provided in Note 19 .

Riley Warrants were reclassified to equity upon filing an effective registration

statement during the year ended December 31, 2021, resulting in a $ 1,113 offset within additional paid-in capital on the consolidated

statements of stockholders’ deficiency.

December 15, 2022, the Company issued $ 36,000

aggregate principal amount of senior secured notes (the “Bridge Notes”) pursuant to a third amended and restated note

purchase agreement (as described below) with B.

Riley, in its capacity as agent for the purchasers and as purchaser.

received net proceeds of $ 34,728

from the issuance of the Bridge Notes.

Interest on the Bridge Notes is payable in cash at a rate of 12 %

per annum quarterly in arrears on March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023;

provided that, on March

1, 2023, May 1, 2023, and July 1, 2023, the interest rate on the Bridge Notes will increase by 1.5 %

per annum, with maturity on December

The Bridge Notes are subject to certain mandatory prepayment requirements, including, but not limited to, a

requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the Bridge Notes.

Company may elect to prepay the Bridge Notes, at any time, in whole or in part with no premium or penalty.

The Bridge Notes are

secured by liens on the same collateral that secures indebtedness under the Company’s outstanding Senior Secured Notes (as

defined below) and are guaranteed by the Company’s subsidiaries that guarantee the Senior Secured Notes.

The Bridge Notes

provide for certain covenants and event of default provisions similar to those contained in the Senior Secured Notes.

In connection

with the Bridge Notes, the Company incurred debt costs of $ 1,272

that are being amortized over the expected life of the debt.

As of December 31, 2022, the effective interest rate was 19.0 %.

As of December 31, 2022, the balance outstanding under the Bridge Notes was $ 34,805

($ 36,000 principal balance less unamortized debt costs of $ 1,195 ).

Long-term Debt

is a summary of the various amended and restated note, as well as various amendments thereto, to the senior secured note

with BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

Riley, in its capacity as agent for the purchasers

and as purchaser, that was originally issued on June 10, 2019, for gross proceeds of $ 20,000,000 .

The transactions leading up to the second amended and restated note that is outstanding as of December 31, 2021 consisted of:

and restated note issued on June 14, 2019, where the Company received gross proceeds of $ 48,000,000 , together with the $ 20,000,000

gross proceeds received on June 10, 2019 for total gross proceeds of $ 68,000,000 , due June 14, 2022;

amendment to the amended and restated note issued on August 27, 2019, where the Company received gross proceeds of $ 3,000,000 ;

amendment to the amended and restated note issued on February 27, 2020, where the Company issued a $ 3,000,000 letter of credit to

the Company’s landlord for leased premises;

amended and restated note issued on March 24, 2020, where the Company was permitted to enter into a Delayed Draw Term Note (as described

below), in the aggregate principal amount of $ 12,000,000 ;

amendment to second amended and restated note issued on March 24, 2020 was entered into on October 23, 2020 (“Amendment 1”),

where the maturity date was changed to December 31, 2022, subject to certain acceleration conditions and interest payable on the

note on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will

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

Alternatively, at the option of the holder, such interest amounts

originally could have been paid in shares of Series K convertible preferred stock (the “Series K Preferred Stock”);

after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, such interest

amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate

of Designation for the Series K Preferred Stock, subject to certain adjustments (further details are described in Note 20);

amendment to the second amended and restated note issued March 24, 2020 was entered into on May 19, 2021 (“Amendment 2”),

pursuant to which:

(i) the interest rate on the Senior Secured Note, as defined below, decreased from a rate of 12 %

per annum to a rate of 10 %

and (ii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity

interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the

Company’s common stock issued pursuant to the securities purchase agreement (as further described below under the heading Common

Stock Private Placement in Note 21) during the 90-day period commencing on May 20, 2021;

amendment to the second amended and restated note issued March 24, 2020 was entered into on December 6, 2021 (“Amendment 3”),

where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $ 25,000,000 .

Collectively,

the amended and restated note and amendments thereto and the second amended and restated note and Amendment 1, Amendment

2 and Amendment 3 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially

all assets of the Company.

details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt in Note

Draw Term Note

March 24, 2020, the Company entered into a 15 % delayed draw term note (the “Delayed Draw Term Note”) pursuant to the second

amended and restated note purchase agreement, in the aggregate principal amount of $ 12,000,000 .

March 24, 2020, the Company drew down $ 6,913,865 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid

of $ 793,109 , and other of its legal fees and expenses that were incurred, the Company received net proceeds of $ 6,000,000 .

The net proceeds

were used for working capital and general corporate purposes.

Additional borrowings under the Delayed Draw Term Note requested by the

Company may be made at the option of the purchasers, subject to certain conditions.

Up to $ 8,000,000 in principal amount under the note

was originally due on March 31, 2021.

Interest on amounts outstanding under the note was payable in-kind in arrears on the last day of

each fiscal quarter.

The transactions leading up to the Delayed Draw Term Note that is outstanding as of December 31, 2021 consisted

to the terms of Amendment 1, entered into on October 23, 2020, the maturity date of the Delayed Draw Term Note was changed from March

31, 2021 to March 31, 2022.

Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment

of all or any portion of the interest due or cash payments up to a certain conversion portion of the Delayed Draw Term Note, to receive

shares of Series K Preferred Stock;

however, after December 18, 2020, the date the Series K Preferred Stock converted into shares

of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s

common stock at the price the Company last sold shares of the Company’s common stock;

October 23, 2020, $ 3,367,000 , including principal and accrued interest of the Delayed Draw Term Note, converted into shares of the

Company’s Series K Preferred Stock (see Note 20);

May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased from a rate of 15 % per annum to

a rate of 10 % per annum;

December 28, 2021, the Company drew down $ 5,086,135

under the Delayed Draw Term Note, and after

payment of commitment and funding fees paid of $ 508,614 ,

the Company received net proceeds of $ 4,577,522 .

The net proceeds were used for working capital and general corporate purposes.

details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt in Note

following table represents the components of the Senior Secured Note and Delayed Draw Term Note:

of Senior Secured Notes and Delayed Draw Term Note

As of and for the Years Ended

Principal amount of debt:

Principal amount of debt received on June 10, 2019

Principal amount of debt received on June 14, 2019

Principal amount of debt received on August 27, 2019

Principal amount of debt received on March 26, 2020

Principal amount of debt received on December 28, 2021

Subtotal principal amount of debt

Add accrued interest

Less principal payment paid in Series J Preferred Stock (net of interest of $ 146,067 )

( 4,853,933 )

Less principal payment paid in Series K Preferred Stock (net of interest of $ 71,495 )

( 3,295,505 )

Less principal payments paid in cash

( 17,307,364 )

Principal amount of debt outstanding including accrued interest

Debt discount:

Placement fee to B.

( 3,550,000 )

( 4,241,387 )

( 3,550,000 )

( 4,241,387 )

Commitment fee ( 2 % of unused commitment)

Success based fee to B.

( 3,400,000 )

Legal and other costs

Commitment fee due December 28, 2021

Subtotal debt discount

( 7,152,382 )

( 1,422,479 )

( 8,574,861 )

( 7,152,382 )

( 8,066,247 )

Less amortization of debt discount

Unamortized debt discount

( 1,934,468 )

( 2,501,940 )

( 3,739,690 )

( 4,098,862 )

Carrying value at year-end

Protection Program Loan

April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A.

(“JPMorgan Chase”) under the recently

enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S.

Small Business Administration

(“SBA”) (the “Paycheck Protection Program Loan”).

The Company received total proceeds of $ 5,702,725 under the

Paycheck Protection Program Loan.

In accordance with the requirements of the CARES Act, the Company used proceeds from the Paycheck Protection

Program Loan primarily for payroll costs.

The Paycheck Protection Program Loan was scheduled to mature on April 6, 2022 , with a 0.98 %

interest rate and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act.

June 22, 2021, the SBA authorized full forgiveness of $ 5,702,725 under the Paycheck Protection Program Loan;

thus, the Company will not

need to make any payments on the Paycheck Protection Program Loan that JPMorgan Chase facilitates as an SBA lender.

JPMorgan Chase will

apply the forgiveness amount the SBA authorized, plus all accrued interest, to the Company’s Paycheck Protection Program Loan.

The requirements under this program are established by the SBA.

All requests for Paycheck Protection Program Loan forgiveness are subject

to SBA eligibility.

The Company recorded a gain upon debt extinguishment for the year ended December 31, 2021 of $ 5,716,697 (including

accrued interest) pursuant to the forgiveness in other (expense) income on the consolidated statements of operations.

following table summarizes long-term debt:

Secured Notes

of December 31, 2022 and 2021, the Company had an outstanding obligation

Riley, in its capacity as agent for the purchasers and as purchaser, pursuant to a third amended and restated note purchase agreement

(the “Senior Secured Notes”) entered into on December 15, 2022, where it amended the second amended and restated note purchase

agreement issued on January 23, 2022.

The Senior Secured Notes, prior to and including the third amended

and restated note purchase agreement, provide for:

provision for the Company to enter into Delayed Draw Term Notes (as described below), in the aggregate principal amount of $ 9,928

as of December 31, 2021;

provision where the Company added $ 13,852 to the principal balance of the notes for interest payable on the notes on last day of

a fiscal quarter from September 30, 2020 to December 31, 2021 as payable in-kind;

provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate

specified in the Certificate of Designation for the Series K Preferred Stock, subject to certain adjustments;

interest rate of 10.0 % per annum, subject to adjustment in the event of default, with a provision that within one (1) business day

after receipt of cash proceeds from any issuance of equity interests, the Company will prepay certain obligations in an amount equal

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

on the notes will be payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears

on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount

of the notes;

maturity date of December 31, 2023, subject to certain acceleration conditions;

borrowings under the notes to be collateralized by substantially all assets of the Company;

Company to enter into the Bridge Notes for $ 36,000 and to increase the line of credit with SLR in an aggregate principal amount not

to exceed $ 40,000 .

Draw Term Notes

of December 31, 2022 and 2021, the Company had an outstanding obligation

Riley, in its capacity as agent for the purchasers and as purchaser, pursuant to a third amended and restated note purchase agreement

(the “Delayed Draw Term Notes”) entered into on December 15, 2022, where it amended the second amended and restated note purchase

agreement issued on January 23, 2022:

The Delayed Draw Term Notes, prior to and including the third amended

and restated note purchase agreement, provide for:

interest rate of 10.0 % per annum, subject to adjustment in the event of default;

drawdown of $ 5,086 ($ 4,578 net proceeds were received after payment of commitment and funding fees paid $ 509 ) on December 28, 2021;

on the notes to be payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears

on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount

of the notes;

maturity date on December 31, 2022 for $ 5,928 of principal due (repaid with the proceeds from the Bridge Notes) with the remaining

balance due of $ 4,000 on December 31, 2023, subject to certain acceleration terms;

borrowings under the notes to be collateralized by substantially all assets of the Company.

following table summarizes the long-term debt:

Schedule of Long Term Debt

As of December 31, 2022

Senior Secured Note, as amended, matures December 31, 2023

$ ( 1,934,468 )

$ ( 3,739,690 )

Delayed Draw Term Note, as amended, matures December 31, 2023

Paycheck Protection Program Loan, scheduled to mature April 6, 2022, fully forgiven June 22, 2021

$ ( 2,501,940 )

$ ( 4,098,862 )

Less current portion

( 5,744,303 )

As of December 31, 2021

Principal Balance

Unamortized Discount and Debt Issuance Costs

Carrying Value

Principal Balance

Unamortized Discount and Debt Issuance Costs

Carrying Value

Senior Secured Notes, as amended, matures December 31, 2023

Delayed Draw Term Notes, as amended, matures December 31, 2023

Carrying value:

Current portion

Long-term portion

of December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $ 9,360,529 was as follows:

(1) $ 5,744,303

(including accrued interest and less unamortized discount and debt issuance costs of $ 180,365 );

and (2) $ 3,616,226 (including accrued

interest and less unamortized discount and debt issuance costs of $ 387,107 ).

following table summarizes principal maturities of long-term debt:

Schedule of Principal Maturities of Long-term Debt

Years Ending December 31,

for the years ended December 31, 2021 and 2020 with respect to interest expense related to long-term debt is provided below under the

heading Interest Expense .

of December 31, 2022 and 2021, the Company’s Delayed Draw Term Notes, as amended, carrying value of $ 3,897 and $ 9,361 , respectively,

was as follows:

(1) $ 0 and $ 5,928 for the first draw (less unamortized discount and debt issuance costs of $ 0 and $ 180 ), respectively;

and (2) $ 4,000 and $ 4,000 for the second draw (less unamortized discount and debt issuance costs of $ 103 and $ 387 ), respectively.

of December 31, 2022, the effective interest of the Senior Secured Notes and Delayed Draw Term Notes second draw was 11.4 % and 12.5 %,

respectively.

Company’s principal maturities of long-term debt are due December 31, 2023 in the amount of $ 66,691 .

for the years ended December 31, 2022 and 2021 with respect to interest expense related to long-term debt is provided below.

following table represents interest expense:

1 unchanged sentence

Years Ended December 31,

Amortization of debt discounts:

12% Convertible Debentures

Senior Secured Note

Delayed Draw Term Note

Total amortization of debt discount

Amortization of debt costs:

Senior Secured Notes

Delayed Draw Term Notes

Line of credit

Total amortization of debt costs

Accrued and noncash converted interest:

12% Convertible Debentures

Senior Secured Note

Delayed Draw Term Note

Senior Secured Notes

Delayed Draw Term Notes

Payroll Protection Program Loan

Promissory Note

Total accrued and noncash converted interest

Cash paid interest:

Senior Secured Notes

Delayed Draw Term Notes

Line of credit

Total cash paid interest

Total interest expense

Protection Program Loan

During the year ended December 31, 2021, the Company recorded a $ 5,717

(including accrued interest of $ 14 ) gain upon debt extinguishment that was recognized pursuant to a Paycheck Protection Program Loan that

was forgiven on June 22, 2021 that was entered into on April 6, 2020 with JPMorgan Chase Bank, N.A.

under the enacted Coronavirus Aid,

Relief, and Economic Security Act administered by the U.S.

Small Business Administration, in other income on the consolidated statements

of operations.

Preferred Stock

9 unchanged sentences

described below), of which 14,356 shares are outstanding.

authorized shares were designated as “Series I Convertible Preferred Stock” on

June 27, 2019, none of which were outstanding (as further described below).

Convertible Preferred Stock was eliminated on September 7, 2021.

authorized shares were designated as “Series J Convertible Preferred Stock” on

October 4, 2019, none of which were outstanding (as further described below).

J Convertible Preferred Stock was eliminated on September 7, 2021.

authorized shares were designated as “Series K Convertible Preferred Stock” on

October 22, 2020, none of which were outstanding (as further described below).

K Convertible Preferred Stock was eliminated on September 7, 2021.

authorized shares were designated as “Series I Convertible Preferred Stock” (the “Series I Preferred Stock”)

on June 27, 2019, none of which were outstanding.

The Series I Preferred Stock was

eliminated on September 7, 2021.

authorized shares were designated as “Series J Convertible Preferred Stock” (the “Series J Preferred Stock”)

on October 4, 2019, none of which were outstanding.

The Series J Preferred Stock was

eliminated on September 7, 2021.

authorized shares were designated as “Series K Convertible Preferred Stock” (the “Series K Preferred Stock”)

on October 22, 2020, none of which were outstanding.

The Series K Preferred Stock was

eliminated on September 7, 2021.

authorized shares were designated as “Series L Junior Participating Preferred Stock”,

par value $ 0.01 per share, in connection with the entry by the Company into that certain

Rights Agreement with American Stock Transfer & Trust Company, LLC as of May 4, 2021

(as amended and restated on May 2, 2022 and otherwise from time to time, the “Amended

and Restated Rights Agreement”).

The extension of the term of the Amended and Restated

Rights Agreement was approved by a vote of the stockholders at the Annual Meeting on June

The Series L Junior Participating Preferred Stock was eliminated on July 18, 2022,

thereby effectively terminating all preferred share purchase rights under the Amended and

Restated Rights Agreement such that the shares of Series L Junior Participating Preferred

Stock are no longer issued or outstanding.

G Preferred Stock

May 30, 2000, the Company sold 1,800 shares of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”),

of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $ 1,000 per

share, convertible into 8,582 shares of the Company’s common stock.

May 30, 2000, the Company sold 1,800 shares

of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”), of which 1,631.504 were

converted prior to November 2001 and 168.496 shares

continue to be outstanding, at a stated value of $ 1 per

share, convertible into shares of the Company’s common stock , as adjusted for the stock split on February 8, 2022, and will be

further adjusted in the event of another stock splits, stock dividends, combinations of shares and similar transactions subject to stock

The Series G Preferred Stock is convertible into shares of

common stock, at the option of the holder, subject to certain limitations.

The Company may require holders to convert all (but not less

than all) of the Series G Preferred Stock or buy out all outstanding shares of Series G Preferred Stock at the liquidation value of $ 168,496 .

Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect to

certain matters relating to the Series G Preferred Stock.

The Company may require holders to convert all (but not

less than all) of the Series G Preferred Stock or buy out all outstanding shares of Series G Preferred Stock at the liquidation

value of $ 168 .

Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect

to certain matters relating to the Series G Preferred Stock.

a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the

1 unchanged sentence

the liquidation value of $ 1 per share, or an aggregate amount of $ 168 .

The sale of all the assets of the Company on June 28,

2007 triggered the redemption option.

As such redemption was not in the control of the Company, the Series G Preferred Stock has been

accounted for as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between

liabilities and stockholders’ deficiency.

The sale of all the assets of the Company on June 28, 2007 triggered

the redemption option.

As such redemption was not in the control of the Company, the Series G Preferred Stock has been accounted for

as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between liabilities

and stockholders’ deficiency.

H Preferred Stock

August 10, 2018 (the “Closing Date”), the Company closed on a securities purchase agreement with certain accredited investors,

pursuant to which the Company issued an aggregate of 19,399 shares of Series H Convertible Preferred Stock (the “Series H Preferred

Stock”) at a stated value of $ 1,000 , initially convertible into 2,672,176 shares of the Company’s common stock, at the option

of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $ 7.26

per share, for aggregate gross proceeds of $ 19,399,250 (net proceeds of $ 18,045,496 after taking into consideration issuance costs or

$ 1,353,754 ).

August 14, 2020 and August 20, 2020, the Company entered into additional securities purchase agreements for the sale of Series H Preferred

Stock with accredited investors, pursuant to which the Company issued 108 shares (after it rescinded the issuance of 2,145 shares that

were deemed null and void and repaid to certain holders on October 28, 2020), at a stated value of $ 1,000 per share, initially convertible

into 14,877 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price

of $ 7.26 per share, for aggregate gross proceeds of $ 130,896 (net proceeds of $ 113,000 after taking into consideration issuance costs),

which was used for working capital and general corporate purposes.

October 31, 2020, the Company issued 389 shares of Series H Preferred Stock to James Heckman at the stated value of $ 1,000 , convertible

into 53,582 shares of the Company’s common stock, at the option of the holder subject to certain limitations at a conversion rate

equal to the stated value divided by the conversion price of $ 7.26 per share.

The shares of Series H Preferred Stock were issued in connection

with the cancellation of promissory notes payable to Mr.

Heckman in the aggregate outstanding principal amount of $ 389,000 .

number of shares issuable upon conversion of the Series H Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each Series H Preferred Stock votes on an as-if-converted to common stock basis, subject

to beneficial ownership blocker provisions and other certain conditions.

In addition, if at any time the Company grants, issues or sells

any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of common stock (the “Purchase Rights”), then a holder of the Series H Preferred Stock will be entitled to

acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock

acquirable upon complete conversion of such holder’s Series H Preferred Stock immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, subject to certain conditions, adjustments, and limitations.

All the shares

of Series H Preferred Stock automatically convert into shares of the Company’s common stock on the fifth anniversary of the Closing

Date at the conversion price of $ 7.26 per share.

of January 1, 2021, the Company had 19,596

shares of Series H Convertible Preferred Stock

(the “Series H Preferred Stock”) outstanding at a stated value of $ 1,000

per share, convertible into shares of the Company’s

common stock, as adjusted for the stock split on February 8, 2022, and will be further adjusted in the event of another stock splits,

stock dividends, combinations of shares and similar transactions, at the option of the holder subject to certain limitations, at a conversion

rate equal to the stated value divided by the conversion price of $ 7.26

The Series H Preferred Stock was subject

to Registration Rights Damages and Public Information Failure Damages (see Note 16).

Each Series H Preferred Stock votes on an as-if-converted

to common stock basis, subject to beneficial ownership blocker provisions and other certain conditions.

holders of the Series H Preferred Stock can participate any time the Company grants, issues or sells any common stock

equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of

shares of common stock, subject to

certain conditions, adjustments, and limitations.

All the shares of Series H Preferred Stock automatically convert into

shares of the Company’s common stock on the fifth anniversary of the initial first closing, or August 10, 2023, at the

conversion price of $ 7.26

shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the

1 unchanged sentence

to be converted in full, which was filed on December 18, 2020, therefore this limitation was removed (as further described in Note 22).

to the registration rights agreement entered into on August 10, 2018, in connection with the securities purchase agreements, the Company

agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale by the holders.

The Company committed

to file the registration statement by no later than 75 days after the closing date and to cause the registration statement to become

effective, in general, by no later than 120 days after the closing date (or, in the event of a full review by the staff of the SEC, 150

days following the closing date).

The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount

invested as partial liquidated damages, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of

certain events up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily,

until paid in full.

The registration rights agreements provide for Registration Rights Damages (further details are provided in Note

securities purchase agreements entered into on August 10, 2018, included a provision that requires the Company to maintain its periodic

filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company

fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will

be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata

portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month

until paid in full.

The securities purchase agreements provide for Public Information Failure Damages (further details are provided in

following table represents the components of the Series H Preferred Stock for the years ended and as of December 31, 2021 and 2020:

following table represents the activity of the Series H Preferred Stock from January 1, 2021 through December 31, 2022:

Schedule of Components of Preferred Stock

Series H Preferred

Issuance of Series H Preferred Stock at January 1, 2020

Less issuance costs

( 1,353,754 )

Net issuance of Series H Preferred Stock at January 1, 2020

Issuance of Series H Preferred Stock on August 19, 2020:

Issuance of Series H Preferred Stock (as further described below)

Less issuance costs netted from the proceeds

Net proceeds received upon issuance of Series H Preferred Stock

Conversion of Series H Preferred Stock into common stock on September 21, 2020

Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 (as further described below)

Net issuance of Series H Preferred Stock during the year ended December 31, 2020

Series H Preferred Stock at January 1, 2021

Conversion of Series H Preferred Stock into common stock during the year ended December 31, 2021

Series H Preferred Stock at December 31, 2021

Conversion of Series H Preferred Stock:

Conversion of Series H Preferred Stock into common stock on August 17, 2021

Conversion of Series H Preferred Stock into common stock on November 22, 2021

( 4,011,000 )

Conversion of Series H Preferred Stock into common stock on December 21, 2021

Total conversion of Series H Preferred Stock

( 4,530,000 )

Conversion of Series H Preferred Stock into common stock during the year ended December 31, 2022

Series H Preferred Stock at December 31, 2022

the year ended December 31, 2020, in connection with the issuance of 108 shares (issued on August 19, 2020) and 389 shares (issued on

October 31, 2020) of Series H Preferred Stock, the Company recognized a beneficial conversion feature of $ 113,000 and $ 389,000 (totaling

$ 502,000 ), respectively, for the underlying common shares since the nondetachable conversion feature was in-the-money (the conversion

price of $ 7.26 was lower than the Company’s common stock trading price of $ 18.92 and $ 16.94 at the issuance date of August 19,

2020 and October 31, 2020, respectively).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional

paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series H Preferred Stock of

during the years ended December 31, 2021 and

2020, respectively, on the consolidated statements of stockholders’ deficiency.

I Preferred Stock

June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company

issued an aggregate of 23,100 shares of Series I Convertible Preferred Stock (the “Series I Preferred Stock”) at a stated

value of $ 1,000 , initially convertible into 2,100,000 shares of the Company’s common stock at a conversion rate equal to the stated

value divided by the conversion price of $ 11.00 per share, for aggregate gross proceeds of $ 23,100,000 (net proceeds of $ 19,699,742 after

taking into consideration issuance costs of $ 1,459,858 and Liquidated Damages recognized upon issuance of $ 1,940,400 ).

Each Series I

Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions.

to the registration rights agreements entered into in connection with the securities purchase agreements on June 28, 2019, the Company

agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the investors.

The Company committed

to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on

Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September

30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet and its license with

ABG, with the SEC, but in no event later than December 1, 2019.

The Company committed to cause the registration statement to become effective

by no later than 90 days after December 1, 2019, subject to certain conditions and upon the occurrence of certain events up to a maximum

amount of 6 % of the aggregate amount invested.

The registration rights agreements provide for Registration Rights Damages (further details

are provided in Note 15).

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection

with the Series I Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing

was completed (further details are presented in the table below).

following table represents the components of the Series I Preferred Stock as of and for the year ended December 31, 2020:

Schedule of Components of Preferred Stock

Series I Preferred Stock Components

Issuance of Series I Preferred Stock at January 1, 2020

Less costs recognized upon issuance:

Issuance costs incurred upon issuance

( 1,459,858 )

Liquidated Damages recognized upon issuance

( 1,940,400 )

Total issuance costs and Liquidated Damages

( 3,400,258 )

Net issuance of Series I Preferred Stock at January 1, 2020

Conversion of Series I Preferred Stock into common stock on December 18, 2020 (as further described below)

( 19,699,742 )

Series I Preferred Stock at December 31, 2020

the shares of Series I Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 5,082,000 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the conversion price of $ 11.00 was lower than the Company’s common stock trading price of

$ 13.42 at the conversion date).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series I Preferred Stock of 2,100,000

during the year ended December 31, 2020 on the consolidated statements of stockholders’ deficiency.

J Preferred Stock

October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company

issued an aggregate of 20,000 shares of Series J Convertible Preferred Stock (the “Series J Preferred Stock”) at a stated

value of $ 1,000 , initially convertible into 1,299,091 shares of the Company’s common stock at a conversion rate equal to the stated

value divided by the conversion price of $ 15.40 per share, for aggregate gross proceeds of $ 20,000,000 (net proceeds of $ 17,739,996 after

taking into consideration issuance costs of $ 580,004 and Liquidated Damages recognized upon issuance of $ 1,680,000 ).

to the registration rights agreements entered into in connection with the securities purchase agreements on October 7, 2019, the Company

agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors.

The Company committed

to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on

Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September

30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisition of TheStreet, and other acquisitions

during 2018, and its license with ABG, with the SEC, but in no event later than March 31, 2020.

The Company committed to cause the registration

statement to become effective by no later than 90 days after March 31, 2020, subject to certain conditions and upon the occurrence of

certain events up to a maximum amount of 6 % of the aggregate amount invested.

The registration rights agreements provide for Registration

Rights Damages (further details are provided in Note 15).

Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection

with the Series J Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing

was completed (further details are presented in the table below).

September 4, 2020, the Company closed on securities purchase agreements with two accredited investors, pursuant to which the Company

issued an aggregate of 10,500 shares of Series J Preferred Stock at a stated value of $ 1,000 per share, initially convertible into 682,023

shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $ 15.40 ,

for aggregate gross proceeds of $ 6,000,000 , which was used for working capital and general corporate purposes.

to a registration rights agreement entered into in connection with the securities purchase agreements on September 4, 2020, the Company

agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors.

The Company committed

to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports

on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since

the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is

required to file with the SEC;

but in no event later than April 30, 2021 (the “Filing Date”).

The Company also committed

to cause the registration statement to become effective by no later than 60 days after the Filing Date (or, in the event of a full review

by the staff of the SEC, 120 days following the Filing Date) and upon the occurrence of certain events up to a maximum amount of 6 % of

the aggregate amount invested.

The registration rights agreements provide for Registration Rights Damages (further details are provided

number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each share of Series J Convertible Preferred Stock votes on an as-if-converted to common

stock basis, subject to certain conditions.

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

following table represents the components of the Series J Preferred Stock for the years ended and as of December 31, 2020:

Schedule of Components of Preferred Stock

Series J Preferred

Issuance of Series J Preferred Stock at January 1, 2020

Less costs recognized upon issuance:

Issuance costs incurred upon issuance

Liquidated Damages recognized upon issuance

( 1,680,000 )

Total issuance costs and Liquidated Damages

( 2,260,004 )

Net issuance of Series J Preferred Stock at January 1, 2020

Issuance of Series J Preferred Stock on September 4, 2020

Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020

Conversion of Series J Preferred Stock into common stock on December 18, 2020 (as further described below)

( 23,739,996 )

Series I Preferred Stock at December 31, 2020

the shares of Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 586,545 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the effective conversion price of $ 8.80 for the issuance of Series J Preferred Stock on September

4, 2020 (these shares were issued at a discount) was lower than the Company’s common stock trading price of $ 13.42 at the conversion

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series J Preferred Stock of 1,981,114

during the year ended December 31, 2020 on the consolidated statements of stockholders’ deficiency.

K Preferred Stock

October 23, 2020 and November 11, 2020, the Company closed on several securities purchase agreements with accredited investors, pursuant

to which the Company issued an aggregate of 18,042

shares of Series K Convertible Preferred Stock”

(the “Series K Preferred Stock”) at a stated value of $ 1,000 ,

initially convertible into 2,050,228

shares of the Company’s common stock

at a conversion rate equal to the stated value divided by the conversion price of $ 8.80

per share, for aggregate gross proceeds of $ 18,042,000 .

The number of shares issuable upon conversion of the Series K Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each Series K Preferred Stock votes on an as-if-converted to common stock basis, subject

to certain conditions.

consideration for its services as placement agent, the Company paid B.

Riley FBR a cash fee of $ 560,500 .

The Company used approximately

$ 3.4 million of the net proceeds from the financing to partially repay the Delayed Draw Term Note and used approximately $ 2.6 million

for payment on a prior investment, with the remainder of approximately $ 11.5 million for working capital and general corporate purposes.

to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register

the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors.

The Company committed to file the registration

statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal

year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September

30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC;

provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the

30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020

(the “Filing Date”).

The Company also committed to cause the registration statement to become effective by no later than

90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date) and upon

the occurrence of certain events up to a maximum amount of 6 % of the aggregate amount invested.

The registration rights agreements provide

for Registration Rights Damages (further details are provided in Note 15).

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

following table represents the components of the Series K Preferred Stock as of and for the year ended December 31, 2020:

Schedule of Components of Preferred Stock

Series K Preferred

Stock Components

Issuance of Series K Preferred Stock:

Issuance of Series K Preferred Stock on October 23, 2020

Issuance of Series K Preferred Stock on October 28, 2020

Issuance of Series K Preferred Stock on November 11, 2020

Total issuance of Series K Preferred Stock

Less issuance costs:

Cash paid to B.

Riley FBR as placement fee

Legal fees and other costs

Total issuance costs

Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020

Conversion of Series K Preferred Stock to common stock on December 18, 2020 (as further described below)

( 17,481,500 )

Series K Preferred Stock at December 31, 2020

the shares of Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 9,472,050 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the conversion price of $ 8.80 was lower than the Company’s common stock trading price of $ 13.42

at the conversion date).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series K Preferred Stock of 2,050,228

during the year ended December 31, 2020 on

the consolidated statements of stockholders’ deficiency.

L Preferred Stock

May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders

of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share

of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock.

Each preferred

stock purchase right entitles the registered holder to purchase, subject to a rights agreement, from the Company one one-thousandth of

a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $ 0.01

per share (the “Series L Preferred Stock”),

at a price of $ 4.00 ,

subject to certain adjustments.

Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to

the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate

per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common

The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company.

In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged,

the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common

stock (further details are provided under the heading Series L Preferred Stock in Note 28).

and 624,111 with a corresponding amount of $ 710 and

$ 4,530 during

the years ended December 31, 2022 and 2021, respectively, on the consolidated statements of stockholders’

Stockholders’ Deficiency

2 unchanged sentences

stock from 100,000,000 shares to 1,000,000,000 shares.

Stock Private Placement

Placement – On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited

investors, pursuant to which the Company sold an aggregate of 974,351

shares of its common stock, at a per share price

for aggregate gross proceeds of $ 15,005,000

in a private placement.

On June 2, 2021, the

Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of

shares of its common stock, at a per share price

for gross proceeds of $ 5,000,000

in a private placement that was in addition to

the closings that occurred on May 20, 2021 and May 25, 2021.

After payment of legal fees and expenses the investors of $ 167,243 ,

of which $ 100,000

was paid in cash to B.

Riley, the Company received

net proceeds of $ 19,837,757 .

The Company used the proceeds for general corporate purposes.

to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register

the shares of the Company’s common stock issued in the private placements.

The Company registered those shares of the Company’s

common stock issued in the private placements on behalf of the selling stockholders that notified the Company that they wanted to have

their shares registered by filing a registration statement, which was declared effective by the SEC on November 29, 2021.

security purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order to

satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy the

current public information requirement at any time during the period commencing from the twelve (12) month anniversary of the date the

Company becomes current in its filing obligations and ending at such time that all of the common stock may be sold without the requirement

for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the

Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an

issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth

in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such purchaser’s other available remedies,

the Company shall pay to a purchaser, in cash, as partial liquidated damages and not as a penalty, an amount in cash equal to one percent

(1.0%) of the aggregate subscription amount of the purchaser’s shares then held by the purchaser on the day of a Public Information

Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a)

the date such Public Information Failure is cured up to a maximum of five (5) 30-day periods and (b) such time that such public information

is no longer required for the purchasers to transfer the shares pursuant to Rule 144.

Public Information Failure Damages shall be paid

on the earlier of (i) the last day of the calendar month during which such Public Information Failure Damages are incurred and (ii) the

third (3rd) business day after the event or failure giving rise to the Public Information Failure Damages is cured.

In the event the

Company fails to make Public Information Failure Damages in a timely manner, such Public Information Failure Damages shall bear interest

at the rate of 1.0% per month (prorated for partial months) until paid in full.

– In connection with the asset acquisition of LiftIgniter, the Company issued 11,667

shares of the Company’s common stock pursuant

to the restricted stock units granted at the acquisition date.

Services – In connection with entering into a services agreement, the Company issued 14,205 shares of the Company’s common

stock that were recorded at the trading price of the Company’s at the issuance date of $ 8.80 on January 21, 2021.

Stock to be Issued

connection with the merger of Say Media on December 12, 2018, the Company issued 129,880 shares of the Company’s common stock during

the year ended December 31, 2020 out of the total shares required to be issued of 230,326 .

As of December 31, 2021 and 2020, 46,406 shares

of the Company’s common stock have not been issued and are to be issued.

connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,728 shares

of the Company’s common stock that have not been issued as of December 31, 2021 and 2020.

Further, the 2,728 shares of common stock

to be issued were subject to Liquidated Damages (see Note 15).

January 1, 2020, the Company issued 25,569 shares of its common stock as restricted stock awards to certain members of the Board subject

to continued service with the Company.

The awards vest over a twelve-month period from the grant date and the estimated fair value of

these shares is being recognized as compensation expense over the vesting period of the award (see Note 22).

December 31, 2020, the Company modified certain restricted stock awards and units, which were previously issued to certain employees

in connection with the HubPages merger, where the Company agreed to repurchase the underlying common stock of the restricted stock awards

at a specified price and forfeited any unvested awards.

Pursuant to certain terms of the amendment, the Company agreed to repurchase

48,389 shares of the Company’s stock that were issued as restricted stock awards and forfeited the restricted stock units (as further

described in Note 12).

terms under which the restricted stock awards and units were granted are summarized as follows:

Company issued a total of 109,091 shares of common stock to certain key personnel of HubPages

who agreed to continue their employment, as restricted stock awards, subject to a repurchase

right and vesting in connection with the merger that were fair valued upon issuance by an

independent appraisal firm;

repurchase right, which expired in March 2019 unexercised, gave the Company the option to

repurchase a certain number of shares at par value based on a performance condition as defined

in the terms of the merger agreement;

shares were subject to vesting over twenty-four equal monthly installments beginning September

23, 2019, and ending September 23, 2021;

restricted stock awards provided for a true-up period (in general, the true-up period was

for 13 months after the consummation of the merger until 90 days following completion of

vesting, or July 30, 2021) that if the common stock was sold for less than $2.50 the holder

would receive, subject to certain conditions, additional shares of common stock (i.e.

restricted stock units) up to a maximum of the number of shares originally received (or 109,091

in aggregate to all holders) for the shares that re-sold for less than $2.50, which was settled

on May 31, 2019 (as further described in Note 22) ;

the year ended December 31, 2021, the Company issued an aggregate of 48,856 shares of its common stock as restricted stock awards to

certain members of the Board subject to continued service with the Company.

The awards generally vest over a twelve-month period (or

shorter if granted after January 1, 2021 so that the awards are fully vested as of December 31, 2021) from the grant date and the estimated

fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 22).

June 4, 2021, in connection with the merger of The Spun, the Company issued an aggregate of 194,806 restricted stock awards of the Company’s

common stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares

vesting on the second anniversary of the closing date.

The vesting of the restricted stock awards are subject to the continued employment

of certain selling employees and the estimated fair value of these awards are being recognized as compensation expense over the vesting

period of the award (see Note 22).

Stock Public Offering – During the year ended December 31, 2022, the Company raised gross proceeds of $ 34,498 pursuant to a

firm commitment underwritten public offering of 4,181,603 shares of the Company’s common stock (on February 15, 2022 the Company

issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter’s overallotment that

was exercised on March 10, 2022), at a public offering price of $ 8.25 per share.

The Company received net proceeds of $ 32,058 , after

deducting underwriting discounts and commissions and other offering costs payable by the Company.

In addition, the Company directly incurred

offering costs of $ 1,568 and recorded $ 30,490 upon the issuance of its common stock, as reflected on the consolidated statements of stockholders’

Stock Private Placement – During the year ended December 31, 2021, the Company entered into securities purchase agreements

with several accredited investors, pursuant to which the Company sold an aggregate of 1,299,027 shares of the Company’s common

stock at a price of $ 15.40 per share for aggregate gross proceeds of $ 20,005 ( 974,351 shares were issued on May 20, 2021 and May 25,

2021 for gross proceeds of $ 15,005 and 324,676 shares were issued on June 2, 2021 for gross proceeds of $ 5,000 ).

After payment of legal

fees and expenses of $ 167 , of which $ 100 was paid in cash to B.

Riley, the Company received net proceeds of $ 19,838 as reflected on the

consolidated statements of stockholders’ deficiency.

shares of the Company’s common stock issued in connection with the common stock private placement is subject to Registration Rights

Damages and Public Information Failure Damages, in certain circumstances and limited to 6 % of the aggregate amount invested (see Note

Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 373,394 shares for the payment for

taxes of $ 4,468 , and 4,355 shares for the payment for taxes of $ 70 , during the years ended December 31, 2022 and 2021, respectively,

as reflected on the consolidated statements of stockholders’ deficiency.

Stock for Acquisitions – The Company recorded the issuance of 330,863

shares of the Company’s common stock as follows:

shares were issued pursuant to the Parade stock acquisition on April 1, 2022, with a fair market value of $ 3,141 ,

as further described in Note 4;

and (ii) 16,760

shares were issued on March 9, 2022, pursuant to an asset acquisition entered into March 9, 2020 with no fair value recognized at

the time of issuance, during the year ended December 31, 2022, as reflected on the consolidated statements of stockholders’ deficiency.

Stock for Liquidated Damages – The Company entered into several stock purchase agreements with several investors on January

24, 2022, where the Company was liable to for liquidated damages, pursuant to which the Company issued an aggregate of 505,655 shares

of its common stock at a price equal to $ 13.86 per share (determined based on the volume-weighted average price of the Company’s

common stock at the close of trading on the sixty (60) previous trading days), to the investors in lieu of an aggregate of $ 7,008 owed

in liquidated damages.

In connection with the stock purchase agreements, the Company filed a registration statement covering the resale

of 505,655 shares of the Company’s common stock.

The Company recorded $ 6,685 in connection with the issuance of shares of the Company’s

common stock and recognized a gain of $ 323 on the settlement of the liquidated damages, which was recorded as additional paid-in capital

on the consolidated statement of stockholders’ deficiency.

of Stock Options – The Company recorded the exercise of 96,408 common stock options for shares of the Company’s common

stock for cash of $ 95 , during the year ended December 31, 2022, as reflected on the consolidated statements of stockholders’ deficiency.

Services – The Company issued, in connection with entering into several professional services agreements, 14,617 and 14,205

shares of the Company’s common stock ( 14,617 shares consisted of 1,134 shares issued on January 12, 2022 at $ 13.20 and 13,483 shares

issued on January 26, 2022 at $ 12.54 ) and ( 14,205 shares issued on January 21, 2021 at $ 8.80 ) that were recorded at the trading price

on the issuance date during the years ended December 31, 2022 and 2021 of $ 184 and $ 125 , respectively, as reflected on the consolidated

statements of stockholders’ deficiency.

Stock Units – The Company issued, in connection with the vesting of restricted stock units, 832,233 shares of the Company’s

common stock (as described in Note 23) and 34,395 shares of the Company’s common stock ( 11,667 shares issued

in connection with an asset acquisition and 22,728 shares issued to a certain board member) during the years ended December 31, 2022

and 2021, respectively, as reflected on the consolidated statements of stockholders’ equity.

Common Stock – The Company issued, in connection with certain acquisitions, 228,898 shares of the Company’s restricted

common stock ( 194,806 shares in connection with The Spun, as further described below, and 34,092 shares in connection with Fulltime Fantasy,

as further described in Note 4) during the year ended December 31, 2021, as reflected on the consolidated statements of stockholders’

the year ended December 31, 2021, the Company issued an aggregate of 48,856

shares of its common stock as restricted stock

awards to certain members of the Board, subject to continued service with the Company, with vesting generally over a twelve-month period

(or shorter if granted after January 1, 2021 so that the awards are fully vested as of December 31, 2021) from the grant date, of which

6,844 unvested restricted stock awards were forfeited.

otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price

of the Company’s common stock on the date issued.

summary of the restricted stock award activity during the years ended December 31, 2021 and 2020 is as follows:

The estimated fair value of these shares is being recognized as compensation expense over the vesting period of the

award (see Note

summary of the restricted stock award activity during the year ended December 31, 2022 is as follows:

Summary of Restricted Stock Award Activity

Number of Shares

Restricted stock awards outstanding at January 1, 2022

Subject to repurchase

Restricted stock awards outstanding at December 31, 2022

Exchange of shares

Restricted stock awards outstanding at December 31, 2021

Company permitted an exchange of 4,035 shares from vested restricted stock awards for the exercise of 7,893 common stock options (issued

under the 2019 Plan, see Note 22) for the recorded net exercise of common stock options of 3,858 shares during the year ended December

31, 2021, on the consolidated statements of stockholders’ deficiency.

Company recorded forfeited unvested restricted stock awards and/or forfeited vested restricted stock awards used for tax withholding

of 11,190 ( 6,835 forfeited awards and 4,355 used for tax withholding) and 52,129 ( 18,182 forfeited awards and 33,947 used for tax withholding)

during the years ended December 31, 2021 and 2020, respectively, on the consolidated statements of stockholders’ deficiency.

October 7, 2021, the Company modified certain restricted stock awards upon the resignation of certain board members from the Board as

restricted stock awards that were issued to certain members of the Board were modified to

accelerate the vesting upon resignation from the Board, resulting in incremental cost of

$ 41,667 (recognized at the modification date).

December 11, 2019, the Company modified the vesting provisions of 90,910 restricted stock awards, issued in connection with the Say Media

merger, to remove certain repurchase rights, such that they will vest six equal installments at four-month intervals on the twelfth of

each month, starting on December 12, 2019, with the final vesting date on August 12, 2021.

Compensation expense was recognized over the

vesting period of the awards.

the year ended December 31, 2021, the Company permitted an exchange of 4,035 shares from vested restricted stock awards for the exercise

of 7,893 common stock options (issued under the 2019 Plan, see Note 23) for the net exercise of 3,858 common stock options for shares

of the Company’s common stock as reflected on the consolidated statements of stockholders’ deficiency.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is

provided under the heading Stock-Based Compensation in Note 23.

Stock to be Issued

connection with the Say Media merger on December 12, 2018, the Company issued 7,851

shares of the Company’s common stock during

the year ended December 31, 2022, out of the total shares required to be issued of 46,406

as of January 1, 2021.

As of December 31, 2022,

shares of the Company’s common stock have

not been issued and are to be issued.

connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,728 shares

of the Company’s common stock that have not been issued as of December 31, 2022, as reflected on the consolidated statements of

stockholders’ deficiency as common stock to be issued that were subject to Liquidated Damages (see Note 16).

Stock Warrants

issued to purchase shares of the Company’s common stock to MDB, L2, Strome, and B.

Riley (collectively the “Financing Warrants”)

are described below.

Warrants – On October 19, 2017, the Company issued warrants to MDB (the “MDB Warrants”) who acted as placement

agent in connection with a private placement of its common stock, to purchase 5,435 shares of common stock.

The warrants have an exercise

price of $ 25.30 per share, subject to customary anti-dilution adjustments and exercisable for a period of five years .

January 4, 2018, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common

stock, to purchase 2,728 shares of common stock.

The warrants have an exercise price of $ 55.00 per share, subject to customary anti-dilution

adjustments, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised

on a cashless basis, exercisable for a period of five years.

Warrants exercisable for a total of 8,163 shares of the Company’s common stock were outstanding as of December 31, 2021 (as further

detailed below).

issued to purchase shares of the Company’s common stock to Strome, and B.

Riley (collectively the “Financing

Warrants”) are described below.

Warrants – On June 15, 2018, the Company modified the two securities purchase agreements dated January 4, 2018 and March 30,

1 unchanged sentence

As consideration for such modification, the Company issued warrants to Strome

(the “Strome Warrants”) to purchase 68,182

shares of common stock, exercisable at price

per share (as amended), which were carried on

the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria,

delivery of unregistered shares was precluded upon exercise (see Note 17).

(the “Strome Warrants”) to purchase 68,182 shares of common stock, exercisable at price of $ 11.00 per share (as amended),

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

among other criteria, delivery of unregistered shares was precluded upon exercise (see Note 18).

Strome Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there

10 unchanged sentences

the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis.

summary of the Financing Warrants activity during the years ended December 31, 2021 and 2020 is as follows:

summary of the Financing Warrants activity during the year ended December 31, 2022 is as follows:

Summary of Warrant Activity

1 unchanged sentence

Financing Warrants outstanding at December 31, 2022

Financing Warrants outstanding at December 31, 2021

Financing Warrants exercisable at December 31, 2022

intrinsic value of exercisable but unexercised in-the-money Financing Warrants as of December 31, 2021 was $ 481,253 , based on a fair

market value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

Financing Warrants outstanding and exercisable classified within the statement of stockholders’ deficiency as of December 31, 2022

3 unchanged sentences

Expiration Date

Total Exercisable

Total Exercisable (Shares)

Strome Warrants

2 unchanged sentences

October 18, 2025

October 19, 2022

Total outstanding and exercisable

Warrants – On October 26, 2020, the Company exchanged 6,819 of Publisher Partner Warrants (as further described under the heading

Publisher Partner Warrants ) granted to AllHipHop, LLC (“AllHipHop”) for shares of the Company’s common stock

that were originally granted on December 20, 2017 with an exercise price of $ 45.76 , for an aggregate of 5,681 new warrants for shares

of the Company’s common stock with an exercise price of $ 14.30 (the “AllHipHop Warrants”) for the surrender and termination

of the original warrants granted (the “Exchange”) (further details are provided in Note 22).

AllHipHop Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may be exercised on

a cashless basis.

Partner Warrants – On December 19, 2016, the Board approved up to 227,273

stock warrants to issue shares of the Company’s

common stock to provide equity incentive to its Publisher Partners (the “Publisher Partner Warrants”) to motivate and reward

them for their services to the Company and to align the interests of the Publisher Partners with those of stockholders of the Company.

On August 23, 2018, the Board approved a reduction of the number of warrant reserve shares from 227,273

The issuance of the Publisher Partner Warrants is

administered by management and approved by the Board.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants

is provided in Note 22.

intrinsic value of exercisable but unexercised in-the-money Financing Warrants as of December 31, 2022 was $ 133

based on a fair market value of the Company’s common stock of $ 10.61

share on December 31, 2022.

Warrants – On October 26, 2020, the Company exchanged 6,819 of

Publisher Partner Warrants (as further described under the heading Publisher Partner Warrants ) granted to AllHipHop, LLC for

an aggregate of 5,681 warrants

for shares of the Company’s common stock with an exercise price of $ 14.30 (the

“AllHipHop Warrants”).

The AllHipHop Warrants are exercisable for a period of five years, subject to customary

anti-dilution adjustments, and may be exercised on a cashless basis.

Warrants – On June 14, 2019, the Company issued 999,540

warrants to acquire the Company’s common

stock to ABG in connection with the Sports Illustrated Licensing Agreement, expiring in ten

Half the warrants have an exercise price

per share (the “$9.24 Warrants”).

The other half of the warrants have an exercise price of $ 18.48

warrants to acquire the Company’s common stock to ABG (the “ABG Warrants”) in connection with the Sports

Illustrated Licensing Agreement, expiring in ten

Half the warrants have an exercise price of $9.24 per share (the “$9.24 Warrants”).

The other half of the

warrants have an exercise price of $ 18.48

per share (the “$18.48 Warrants”).

The warrants provide for the following:

40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on the

one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain

terminations by the Company of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”);

(2) 60% of the $9.24

Warrants and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar

years 2020, 2021, 2022, or 2023;

(3) under certain circumstances the Company may require ABG to exercise all (and not less than all)

of the warrants, in which case all of the warrants will be vested;

(4) all of the warrants automatically vest upon certain terminations

of the Licensing Agreement by ABG or upon a change of control of the Company (the “Performance-Based Warrants”);

ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any future

equity issuance of the Company (subject to customary exceptions).

40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on

the one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon

certain terminations by the Company of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”);

of the $9.24 Warrants and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed

brands in calendar years 2020, 2021, 2022, or 2023;

(3) under certain circumstances the Company may require ABG to exercise all (and

not less than all) of the warrants, in which case all of the warrants will be vested;

(4) all of the warrants automatically vest

upon certain terminations of the Licensing Agreement by ABG or upon a change of control of the Company (the “Performance-Based

and (5) ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised

or unexercised), in any future equity issuance of the Company (subject to customary exceptions) .

June 4, 2021, the Company amended certain ABG Warrants in exchange for additional benefits under the Sports Illustrated Licensing Agreement

1 unchanged sentence

199,908 ) were adjusted from $ 18.48 to $ 9.24 per share as adjusted for any stock splits, combinations,

stock dividends, reclassifications, recapitalizations and other similar events, resulting

in incremental cost of $ 417,807 (to be recognized over the remaining vesting period, or through

June 14, 2022) measured by an independent appraisal by calculating the fair value of the

amended warrant over the calculated fair value of the original warrant immediately before

the modification, with the excess fair value of the amended warrant recognized as additional

compensation cost at the modification date, or the incremental cost, since the modification

did not change the expectation that the award would ultimately vest (probable-to-probable).

stock dividends, reclassifications, recapitalizations and other similar events (further details

on the modifications are provided in Note 23).

exercise price of 149,931 Performance-Based Warrants (50% of the original warrants granted

1 unchanged sentence

splits, combinations, stock dividends, reclassifications, recapitalizations and other similar

events, resulting in incremental cost of $ 618,465 (to be recognized over the remaining vesting

period, or through December 31, 2023) measured by an independent appraisal by calculating

the fair value of the amended warrant over the calculated fair value of the original warrant

immediately before the modification, with the excess fair value of the amended warrant recognized

as additional compensation cost at the modification date, or the incremental cost, since

the modification did not change the expectation that the award would ultimately vest (probable-to-probable).

events (further details on the modifications are provided in Note 23).

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided

Partner Warrants – On May 20, 2020, the Board approved a third publisher partner warrant program, which superseded the second

publisher partner warrant program and authorized the Company to grant publisher partner warrants to purchase up to 90,910 shares of the

Company’s common stock (the “Publisher Partner Warrants”).

The issuance of the Publisher Partner Warrants is administered

by management and approved by the Board.

New Publisher Partner Warrants – On

November 2, 2022, the Board approved a warrant incentive program to grant warrants to certain publishers (the “New Publisher

Partner Warrants”), that authorized the Company to grant New Publisher Partner Warrants to purchase up to 33,000

shares of the Company’s common stock.

The New Publisher Partner Warrants will have the following terms:

(i) one-third will

become exercisable and vest on the one-year anniversary of the issuance;

(ii) the remaining warrants will become exercisable and

vest in a series of twenty-four (24) successive equal monthly installments following the first anniversary of the issuance;

(iii) a five-year term.

The issuance of the New Publisher Partner Warrants is administered by management and approved by the Board.

No New Publisher Partner Warrants have been issued.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants

is provided in Note 23.

Stock – Based Compensation

Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the “2016 Plan”).

The purpose of

the 2016 Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract

and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute

to the Company’s achievement of its economic objectives.

The 2016 Plan allows the Company to grant statutory and non-statutory

common stock options, and restricted stock awards (collectively the “common stock awards”) to acquire shares of the Company’s

common stock to the Company’s employees, directors and consultants.

Shares subject to an award that lapse, expire, are forfeited

or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2016 Plan.

Stock awards issued under the 2016 Plan may have a term of up to ten years and may have variable vesting provisions consisting of time-based

and performance-based.

March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant

to the 2016 Plan from 136,363 shares to 227,272 shares.

On August 23, 2018, the Board increased the authorized number of shares of common

stock under the 2016 Plan from 227,272 shares to 454,545 shares.

The Company’s stockholders approved the increase in the number

of shares authorized under the 2016 Plan on April 3, 2020.

The issuance of common stock awards under the 2016 Plan is administered by

the Company and approved by the Board.

estimated fair value of the common stock awards is recognized as compensation expense over the vesting period of the award.

fair value of common stock awards granted during the year ended December 31, 2020 were calculated using the Black-Scholes option pricing

model under the Probability Weighted Scenarios utilizing the following assumptions:

Company issued stock-based compensation awards under several plans as follows:

Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the

“2016 Plan”) that allowed the Company to grant statutory and non-statutory common

stock options, and restricted stock awards to acquire shares of the Company’s common

stock to employees, directors and consultants, with vesting variable vesting provisions consisting

of time-based and performance-based.

The Company is no longer issuing awards under the 2016

Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the

“2019 Plan”) that allowed awards of stock options, restricted stock awards, restricted

stock units, unrestricted stock awards, and stock appreciation rights, with variable vesting

provisions consisting of time-based, performance-based, or market-based.

The Company is no

longer issuing option awards under the 2019 Plan.

Options – The Company granted stock options outside the 2016 Plan and 2019 Plan

(the “Outside Options”) that allowed the Company to grant statutory and non-statutory

common stock options, with variable vesting provisions consisting time-based, performance-based

targets and certain performance achievements.

The Company is no longer issuing Outside Options.

Plan – On April 18, 2022, the Board adopted the 2022 Stock and Equity Compensation

Plan (the “2022 Plan”) that was approved by the Company’s stockholders’

on June 2, 2022 with a maximum number of shares authorized to be issued under the plan of

The purpose of the 2022 Plan is to foster the growth and success of the Company

by providing a means to attract, motivate and retain officers, directors, key employees,

and consultants through awards of stock options, stock appreciation rights, restricted stock

awards, unrestricted stock awards and restricted stock units.

Shares subject to an award

that have been canceled, expired, settled in cash, or not issued or forfeited for any reason

will not reduce the aggregate number of shares that may be subject to or delivered under

the 2022 Plan and will be available for future awards granted under the 2022 Plan.

stock options issued under the 2022 Plan may have a term of up to ten years and may have

variable vesting provisions based on time and performance.

The issuance of awards under the

2022 Plan will be administered by the Board or any committee of directors designated by the

October 7, 2021, the Company modified 18,940 restricted stock awards that were issued to certain members of the board upon their resignation

from the Board to accelerate the vesting upon their resignation, resulting in incremental cost of $ 41 that was recognized at the modification

the year ended December 31, 2022, the Company issued restricted stock units to various employees and members of the board subject to

continued service.

Upon vesting of the award, subject to certain conditions for release of the award, the Company issues the underlying

common stock of the Company.

fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s

common stock on the date issued during the years ended December 31, 2022, 2021 and 2020.

summary of the restricted stock unit activity during the year ended December 31, 2022 is as follows:

Schedule of Restricted Stock Units Activity

Number of Shares

Weighted Average Grant-Date

Restricted stock units outstanding at January 1, 2022

( 1,074,398 )

Restricted stock units outstanding at December 31, 2022

November 22, 2022, the Company modified 232,816 restricted stock units that were issued to one employee (Ross Levinsohn) to remove the

market trading volume condition, resulting in incremental cost of $ 321 at the modification date.

The Company’s policy is to repurchase the number of

shares of its common stock at the fair market value at the time of issuance upon conversion of restricted stock units to cover the tax

In addition, the Company’s policy is to issue new shares of its common stock upon conversion of restricted stock units.

During the year ending December 31, 2023, the Company expects to repurchase approximately 725,000 shares of its common stock upon conversion

of restricted stock units that are expected to vest and be released during the period.

The total intrinsic value

of shares of the Company’s common stock issued for restricted stock units that were released during the years ended December 31,

2022 and 2021 were $ 8,707 and $ 285 , respectively.

with respect to stock-based compensation cost related to the restricted stock units is included within the Restricted Stock caption under

the heading Stock-Based Compensation .

Stock Options

the years ended December 31, 2022 and 2021, the Company issued common stock options under the 2016 Plan, 2019 Plan, 2022 Plan along with

Outside Options, consisting of primarily of incentive stock options with a term of up to ten years and variable vesting provisions consisting

of time-based, performance-based, or market-based.

The estimated fair value of the common stock option awards is recognized as compensation

expense over the vesting period of the award.

fair value of common stock option awards granted during the year ended December 31, 2022 were calculated using a Black-Scholes options

pricing model for the time-based awards and performance-based awards by an independent appraisal firm under the Up-List Scenario after

the Company was listed on the NYSE American.

The fair value of common stock option awards granted during the year ended December 31,

2021 was calculated using the Black-Scholes option pricing model for the time-based and performance-based awards by an independent appraisal

firm under the Probability Weighted Scenarios, prior to the Company listed on the NYSE American, utilizing the following assumptions:

Schedule of Fair Value of Stock Options Assumptions

Years Ended December 31,

Risk-free interest rate

0.97 % - 4.36 %

0.16 % - 1.48 %

Expected dividend yield

Expected volatility

42.00 % - 82.00 %

82.00 % - 137.00 %

65.00 % - 90.00 %

133.00 % - 140.00 %

Expected life

summary of the common stock award activity during the years ended December 31, 2021 and 2020 is as follows:

3.0 – 6.0 years

summary of the common stock option activity during the year ended December 31, 2022 is as follows:

Summary of Stock Option Activity

Common stock awards outstanding at January 1, 2020

Common stock awards outstanding at December 31, 2020

Common stock awards outstanding at December 31, 2021

Common stock awards exercisable at December 31, 2021

Common stock awards not vested at December 31, 2021

Common stock awards available for future grants at December 31, 2021

aggregate grant date fair value of common stock awards granted during the years ended December 31, 2021 was $ 173,934 .

January 8, 2021, the Company modified certain common stock awards as follows:

Common stock options outstanding at January 1, 2022

Common stock options outstanding at December 31, 2022

Common stock options exercisable at December 31, 2022

Common stock options not vested at December 31, 2022

Common stock options available for future grants at December 31, 2022 (1)

of the Company’s common stock available for future grants under the 2022 Plan represent 1,800,000

shares authorized less an aggregate of 964,455

common stock options outstanding and 330,763 restricted stock units outstanding.

aggregate grant date fair value of common stock options granted during the years ended December 31, 2022 and 2021 was $ 7,194 and $ 29,124 , respectively.

The weighted-average grant-date fair value of common stock options granted during the years ended

December 31, 2022 and 2021 were $ 5.25 and $ 12.23 ,

respectively.

The total fair value of common stock options vested

during the years ended December 31, 2022 and 2021 were $ 12,694 and $ 14,808 , respectively.

The total intrinsic value of common stock options

exercised during the years ended December 31, 2022 and 2021 were $ 1,507 and $ 50 , respectively.

The unvested common stock options for which the vesting

is expected based on achievement of a performance condition as of December 31, 2022 were 684,867 with a weighted average remaining contractual

term of 6.55 years.

The Company’s policy is to repurchase the number of

shares of its common stock at the fair market value at the time of issuance of its common stock upon exercise of common stock options

to cover the tax obligations and any cashless exercise.

In addition, the Company’s policy is to issue new shares of its common stock

upon exercise of common stock options.

intrinsic value of exercisable but unexercised in-the-money common stock option awards as of December 31, 2022 was $ 5,534 based on a

fair market value of the Company’s common stock of $ 10.61 per share on December 31, 2022.

exercise prices under the common stock options outstanding and exercisable are as follows as of December 31, 2022:

Schedule of Exercise Prices of Common Stock Options

$ 3.74 to $ 10.50

$ 10.51 to $ 15.52

$ 15.53 to $ 20.54

$ 20.55 to $ 25.56

$ 25.57 to $ 30.58

$ 30.59 to $ 35.60

$ 35.61 to $ 40.62

$ 40.63 to $ 48.40

Stock Option Repricing

March 18, 2022, the Company approved a repricing of certain outstanding stock options (the “Stock Option Repricing”) granted

under the Company’s 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 per share, including certain outstanding stock

options held by senior management of the Company under the Outside Options.

The Stock Options Repricing was approved by the Board and

stockholders.

As a result of the Stock Option Repricing, the exercise prices were set to $ 8.82 per share, which was the closing sale

price of the Company’s common stock as listed on the NYSE American exchange on March 18, 2022.

Except for the repricing of the

stock options under the2019 Plan, all terms and conditions of each stock option remain in full force and effect.

For the repricing of

the stock options under the 2019 Plan, the Company (i) modified the exercise price;

(ii) will allow cashless exercise as a method of

paying the exercise price, and (iii) will waive a lock-up provision in the stock option agreements.

All other term and conditions of

each of the stock options under the 2019 Plan remain in full force and effect.

Stock Option Repricing of approximately 4,343,017 stock option grants (for 340 employees) that were issued to employees of the Company,

including senior management, resulted in incremental cost of $ 6,061 , of which $ 143 was recognized at the time of the Stock Option Repricing

for the fully vested awards and included on the consolidated statements of operations, and $ 5,918 will recognized over the remaining vesting

term of the original award at the repricing date.

Stock Option Modifications

January 8, 2021, the Company modified certain common stock option awards under the 2016 Plan as follows:

common stock option grants that were subject to performance-vesting (revenue targets) were

5 unchanged sentences

at the modification date with no further service requirement, resulting in no incremental

June 3, 2021, the Company modified certain common stock awards in connection with a consulting agreement entered into on August 26, 2020,

June 3, 2021, the Company modified certain common stock option awards in connection with a consulting agreement entered into on August

26, 2020, as amended on June 3, 2021, which extended to consulting term through August 26, 2022 (the “Amended Consulting Agreement”),

1 unchanged sentence

options to be exercisable for their full term, or 10-years, resulting in no incremental cost.

October 7, 2021, the Company modified certain common stock awards upon the resignation of certain board members from the Board as follows:

October 7, 2021, the Company modified certain common stock option awards upon the resignation of certain board members from the Board

common stock option grants that were fully vested and subject time-vesting were modified

1 unchanged sentence

in no incremental cost.

intrinsic value of exercisable but unexercised in-the-money common stock awards as of December 31, 2021 was $ 384,720

based on a fair market value of the Company’s

common stock of $ 14.08 per

share on December 31, 2021.

exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2021:

Schedule of Exercise Prices of Common Stock Options

Under $ 11.00

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock awards is provided

under the heading Stock-Based Compensation .

Equity Awards

Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the “2019 Plan”).

The purpose of the

2019 Plan is to retain the services of our directors, employees, and consultants and align the interests of these individuals with the

interests of our stockholders through awards of stock options, restricted stock awards, restricted stock units, unrestricted stock awards,

and stock appreciation rights (collectively the “common equity awards”).

Certain common equity awards require the achievement

of certain price targets of the Company’s common stock.

Shares subject to a common equity award that lapse, expire, are forfeited

or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2019 Plan.

Common stock options issued under the 2019 Plan may have a term of up to ten years and may have variable vesting provisions consisting

of time-based, performance-based, or market-based.

Company’s stockholders approved the 2019 Plan and the maximum number of shares authorized of 3,863,636 under the 2019 Plan on April

On February 18, 2021, the Board increased the authorized number of shares of common stock under the 2019 Plan from 3,863,637

shares to 8,409,090 shares.

The issuance of common equity awards under the 2019 Plan is administered by the Company and approved by the

Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares of common stock to allow for the

exercise of these common equity awards granted;

accordingly, any common equity awards granted were considered unfunded and were not exercisable

until sufficient common shares were authorized (further details are provided in Note 21).

the years ended December 31, 2021 and 2020, the Company issued restricted stock units of shares of the Company’s common stock of

1,677,680 and 147,728 , respectively, to senior management under the 2019 Plan, subject to vesting and other terms and conditions.

estimated fair value of the common equity awards is recognized as compensation expense over the vesting period of the award.

otherwise stated, the fair value of a restricted stock unit is determined based on the number of shares granted and the quoted price

of the Company’s common stock on the date issued.

fair value of common equity awards granted during the years ended December 31, 2021 and 2020 were calculated using the Black-Scholes

option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted

Scenarios utilizing the following assumptions:

Schedule of Fair Value of Stock Options Assumptions

December 31, 2021

December 31, 2020

Risk-free interest rate

0.16 % - 1.48 %

0.20 % - 0.79 %

Expected dividend yield

Expected volatility

65.00 % - 90.00 %

133.00 % - 140.00 %

61.00 % - 91.00 %

61.00 % - 142.00 %

Expected life

3.0 – 6.0 years

3.0 – 6.7 years

summary of the common equity award activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Stock Option Activity

Common equity awards outstanding at January 1, 2020

Common equity awards outstanding at December 31, 2020

Common equity awards outstanding at December 31, 2021 (1)

Common equity awards exercisable at December 31, 2021

Common equity awards not vested at December 31, 2021 (1)

Common equity awards available for future grants at December 31, 2021 (2)

(1) Includes 1,814,044

restricted stock units outstanding

(2) Excludes 70,465 restricted stock awards vested as of December 31, 2021 that were issued under the 2019 Plan

aggregate grant date fair value for the common equity awards granted during the years ended December 31, 2021 and 2020 was $ 58,093,478

and $ 11,180,642 , respectively.

January 8, 2021, the Company modified certain common equity awards as follows:

January 8, 2021, the Company modified certain common stock option awards under the 2019 Plan as follows:

common stock option grants that were issued to senior management were subject to market-based

1 unchanged sentence

conditions with only the time-vesting condition remaining after the modification, resulting

in incremental cost of $ 125,650 (to be recognized over the remaining time-vesting period

of the original award at the modification date).

in incremental cost of $ 125 , to be recognized over the remaining time-vesting period of the

original award at the modification date.

common stock option grants that were issued to senior management were subject to performance-vesting

11 unchanged sentences

over twenty-four months when the option holder completes each month of continuous service

thereafter, resulting in incremental cost of $ 13,893 (to be recognized over the remaining

time-vesting period of the original award at the modification date).

June 3, 2021, the Company modified certain common equity awards in connection with the Amended Consulting Agreement as follows:

thereafter, resulting in incremental cost of $ 14 , to be recognized over the remaining time-vesting

period of the original award at the modification date.

June 3, 2021, the Company modified certain common stock option awards under the 2019 Plan in connection with the Amended Consulting Agreement

common stock option grants that were subject to performance-vesting conditions (stock-price

1 unchanged sentence

(1) 90,910 common stock option awards were vested at the

modification date, resulting in incremental cost of $ 51,293 (recognized at the modification

and (2) 568,601 common stock option awards would vest, subject to

the Company’s common stock being listing on a national securities exchange, upon market-based

conditions (stock price targets), resulting in incremental cost of $ 512,883 (to be recognized

over the implied service period, or through August 26, 2022, at the modification date) measured

by an independent appraisal, subject to certain volume weighted average price

provisions and permitting the common stock options to be exercisable for their full term,

or 10-years, as follows:

Summary of Common Stock Options Exercisable

modification date, resulting in incremental cost of $ 51 (recognized at the modification date);

and (2) 568,601 common stock option awards would vest, subject to the Company’s common

stock being listing on a national securities exchange, upon market-based conditions (stock

price targets), resulting in incremental cost of $ 513 (to be recognized over the implied

service period, or through August 26, 2022, at the modification date) measured by an independent

appraisal, subject to certain volume weighted average price provisions and permitting the

common stock options to be exercisable for their full term, or 10-years, as follows:

of Common Stock Options Exercisable

Number of Shares

October 7, 2021, the Company modified certain common equity awards upon the resignation of certain board members from the Board as follows:

October 7, 2021, the Company modified certain common stock option awards upon the resignation of certain board members from the Board

common stock options grants that were subject to market-based vesting (stock price targets)

3 unchanged sentences

at the modification date.

intrinsic value of exercisable (or issuable in the case of vested restricted stock units) but unexercised (or unissued in the case of

restricted stock units) in-the-money common equity awards as of December 31, 2021 was $ 6,572,579 based on a fair market value of the

Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2021:

Summary of Common Stock Options Exercisable

No exercise price

$ 7.00 to $ 9.99

$ 10.00 to $ 12.99

$ 13.00 to $ 15.99

$ 16.00 to $ 18.99

$ 19.00 to $ 21.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common equity awards is provided

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock options is provided

under the heading Stock-Based Compensation .

Company granted stock options outside the 2016 Plan and 2019 Plan to certain officers, directors and employees of the Company as approved

by the Board and administered by the Company (the “outside options”).

The stock options were to acquire shares of the Company’s

common stock and were subject to:

(1) time-based vesting;

(2) certain performance-based targets;

and (3) certain performance achievements.

Options to purchase common stock issued as outside options may have a term of up to ten years.

The issuance of outside options is administered

by the Company and approved by the Board.

Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares

of common stock to allow for the exercise of these outside options granted;

accordingly, any common stock options granted were considered

unfunded and were not exercisable until sufficient common shares were authorized (further details are provided in Note 21).

summary of outside option activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Stock Option Activity

Outside options outstanding at January 1, 2020

Outside options outstanding at December 31, 2020

Outside options outstanding at December 31, 2021

Outside options exercisable at December 31, 2021

Outside options not vested at December 31, 2021

intrinsic value of exercisable but unexercised in-the-money outside options as of December 31, 2021 was $ 545,753 based on a fair market

value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2021:

connection with the Sports Illustrated Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s

common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured

at the time of issuance and expensed over the requisite service period.

summary of the ABG Warrant activity during the year ended December 31, 2022 is as follows:

Schedule of Warrants Activity

Number of Shares

Weighted Average Exercise

Weighted Average Remaining Contractual Life

ABG Warrants outstanding at January 1, 2022

ABG Warrants outstanding at December 31, 2022

intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2022 was $ 411 based on a fair market value

of the Company’s common stock of $ 10.61 per share on December 31, 2022.

exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2022.

Schedule of Exercise Prices of Common Stock Options

$ 7.00 to $ 9.99

$ 10.00 to $ 12.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the outside options is provided

under the heading Stock-Based Compensation .

Modifications

a result of the amendment to the ABG Warrants on June 4, 2021, as previously mentioned above, the Company recognized incremental cost

Time-Based Warrants that were modified to reduce the exercise price to $ 9.24 per share, resulted

in incremental cost of $ 417 (to be recognized over the remaining vesting period, or through

June 14, 2022) measured by an independent appraisal by calculating the fair value of the

amended warrant over the calculated fair value of the original warrant immediately before

the modification, with the excess fair value of the amended warrant recognized as additional

compensation cost at the modification date, or the incremental cost, since the modification

did not change the expectation that the award would ultimately vest (probable-to-probable).

Performance-Based Warrants that were modified to reduce the exercise price to $ 9.24 per share,

resulted in incremental cost of $ 618 (to be recognized over the remaining vesting period,

or through December 31, 2023) measured by an independent appraisal by calculating the fair

value of the amended warrant over the calculated fair value of the original warrant immediately

before the modification, with the excess fair value of the amended warrant recognized as

additional compensation cost at the modification date, or the incremental cost, since the

modification did not change the expectation that the award would ultimately vest (probable-to-probable).

with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based

Compensation .

Partner Warrants

December 19, 2016, as amended on August 23, 2017, and August 23, 2018, the Board approved the Channel Partner Warrant Program to be administered

by management that authorized the Company to grant Publisher Partner Warrants.

As of December 31, 2021, Publisher Partner Warrants to

purchase up to 90,909 shares of the Company’s common stock were reserved for grant.

Publisher Partner Warrants had certain performance conditions.

Pursuant to the terms of the Publisher Partner Warrants, the Company would

notify the respective Publisher Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date,

one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares

vesting on the second anniversary of the notice date.

The Publisher Partner Warrants had a term of five years from issuance and could

also be exercised on a cashless basis.

Performance conditions are generally based on the average of number of unique visitors on the

channel operation by the Publisher Partner generated during the six-month period from the launch of the Publisher Partner’s operations

on the Company’s technology platform or the revenue generated during the period from the issuance date through a specified end

summary of the Publisher Partner Warrants activity during the years ended December 31, 2021 and 2020 is as follows:

August 23, 2018, as amended, the Board approved the Publisher Partner Warrant Program to be administered by management that authorized

the Company to grant Publisher Partner Warrants.

As of December 31, 2022, Publisher Partner Warrants to purchase up to 90,910 shares

of the Company’s common stock were reserved for grant.

Publisher Partner Warrants were subject to certain performance conditions with vesting over a three year period with a term of five years

from issuance and could also be exercised on a cashless basis.

Performance conditions were generally based on the average of number of

unique visitors on the channel operation by the Publisher Partner generated during the six-month period from the launch of the Publisher

Partner’s operations on the Company’s technology platform or the revenue generated during the period from the issuance date

through a specified end date.

summary of the Publisher Partner Warrants activity during the year ended December 31, 2022 is as follows:

Schedule of Warrants Activity

1 unchanged sentence

Publisher Partner Warrants outstanding at December 31, 2022

Publisher Partner Warrants outstanding at December 31, 2021

Publisher Partner Warrants exercisable at December 31, 2022

1 unchanged sentence

Publisher Partner Warrants available for future grants at December 31, 2022

October 26, 2020, the Company recognized incremental compensation costs as a result of the Exchange of $ 27,754 (see Note 21).

was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 10.61 per

5 unchanged sentences

$ 39.04 to $ 44.03

$ 35.00 to $ 39.99

$ 40.00 to $ 44.99

$ 45.00 to $ 49.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants

is provided under the heading Stock-Based Compensation .

May 31, 2019, the Company issued 109,090 restricted stock units to certain employees in settlement of the true-up provisions of the restricted

stock awards issued at the time of the HubPages merger, which was amended on December 15, 2020 where all of the restricted stock units

were forfeited on December 31, 2020 (as further described in Note 12).

The terms under which the restricted stock units were granted

are summarized as follows:

restricted stock unit represented the right to receive a number of the shares of the Company’s

common stock pursuant to a grant agreement, subject to certain terms and conditions, and

was to be credited to a separate account maintained by the Company in certain circumstances;

restricted stock units were to vest six equal installments, subject to the conditions as

outlined below, at four-month intervals on the first of each month, starting on June 1, 2019,

with the final vesting date on February 1, 2021;

restricted stock units would not vest until the Company increased its authorized shares of

the Company’s common stock;

restricted stock unit granted and credited to the separate account for the employee was be

issued by the Company upon the authorized shares of the Company’s common stock increased

(further details are provided in Note 21);

otherwise specified in an employee’s grant agreement, vesting would have ceased upon

the termination of the employees continuous service.

fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s

common stock on the date issued during the year ended December 31, 2020.

summary of the restricted stock unit activity during the years ended December 31, 2021 and 2020 is as follows:

Schedule of Restricted Stock Units Activity

Weighted Average

Number of Shares

Restricted stock units outstanding at January 1, 2020

Restricted stock units outstanding at December 31, 2020

Restricted stock units outstanding at December 31, 2021

with respect to stock-based compensation cost related to the restricted stock units is included within the Common Equity Awards caption

under the heading Stock-Based Compensation .

connection with the Sports Illustrated Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s

common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured

at the time of issuance and expensed over the requisite service period.

summary of the ABG Warrant activity during the years ended December 31, 2021 and 2020 is as follows:

Schedule of Warrants Activity

Number of Shares

Weighted Average

Weighted Average Remaining Contractual Life

Exercise Price

ABG Warrants outstanding at January 1, 2020

ABG Warrants outstanding at December 31, 2020

ABG Warrants outstanding at December 31, 2021

intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2021 was $ 1,007,868 based on a fair market

value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2021.

Schedule of Exercise Prices of Common Stock Options

with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based

Compensation .

compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2022 and 2021 are summarized

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Year Ended December 31, 2022

Restricted Stock

Common Stock Options

Cost of revenue

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Year Ended December 31, 2021

Restricted Stock

Common Stock Options

Cost of revenue

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As of December 31, 2022

Restricted Stock Awards

Common Stock Awards

Common Equity Awards

Outside Options

Publisher Partner Warrants

Restricted Stock

Common Stock Options

Unrecognized compensation expense

Weighted average period expected to be recognized (in years)

following tables summarize the Liquidated Damages recognized on the consolidated statements of operations during the years ended

December 31, 2021 and 2020, with respect to the registration rights agreements and securities purchase agreements:

Schedule of Recognized Liquidated Damages

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

Years Ended December 31,

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

Series H Preferred Stock

12% Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

Series K Preferred Stock

Registration Rights Damages

Public Information Failure Damages

Accrued interest

Years Ended December 31,

Registration Rights Damages

Public Information Failure Damages

Accrued interest

12% Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

components of the benefit (provision) for income taxes consist of the following:

Liquidated Damages

the years December 31, 2022 and 2021, the Company recorded liquidated damages of $ 1,140 and $ 2,637 (including accrued interest of $ 652

and $ 1,007 ), respectively.

During the year December 31, 2022, Liquidated Damages of $ 488 were recorded as a result of Registration Rights

Damages resulting from not registering the Series K Preferred Stock timely.

components of the (provision) benefit for income taxes consist of the following:

Schedule of Income Taxes

Years Ended December 31,

Current tax benefit:

Current tax (provision) benefit:

State and local

Total current tax benefit

Total current tax (provision) benefit

Deferred tax (provision) benefit:

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Change in valuation allowance

( 20,793,972 )

( 26,168,671 )

Total deferred tax (provision) benefit

Total income tax benefit (provision)

$ ( 210,832 )

Total deferred tax benefit

Total income tax benefit

components of deferred tax assets and liabilities were as follows:

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Valuation allowance

( 50,447,389 )

( 29,653,417 )

Total deferred tax assets

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Acquisition-related intangibles

( 14,595,672 )

( 18,445,655 )

Total deferred tax liabilities

( 14,697,060 )

( 18,590,359 )

Net deferred tax liabilities

$ ( 362,118 )

$ ( 210,832 )

Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the

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31, 2022 and 2021.

of December 31, 2021, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 155.85

million, $ 112.22

million, and $ 37.42

million, respectively, to offset future taxable

of December 31, 2022, the Company had federal, state, and local net operating loss carryforwards available of $ 190,070 , $ 133,419 and $ 51,503

respectively, to offset future taxable income.

Net operating losses for U.S.

tax purposes of $ 129.95

do not expire (limited to 80% of taxable income in a given year) and $ 25.90

will expire, if not utilized, through 2037 in various amounts .

As of December 31, 2020, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 131.17

million, $ 100.61

million, and $ 31.15

million, respectively, to offset future taxable

federal tax purposes of $ 164,167 do not expire (limited to 80%

of taxable income in a given year) and $ 25,903 will expire, if not utilized, through 2037 in various amounts.

As of December 31, 2021,

the Company had federal, state, and local net operating loss carryforwards available of $ 155,849 , $ 112,217 and $ 37,417 , respectively,

to offset future taxable income.

382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain

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the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets.

completed a preliminary section 382 analysis as of December 31, 2021 and 2020 and concluded it may have experienced an

ownership change as a result of certain equity offerings during the rolling three-year period of 2018 to 2020.

The Company concluded

that its federal net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018

and 2019, resulted in annual limitations on the overall net operating loss carryforward and that an ownership change, if any,

would impose an annual limit on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply

for state and local income taxes) to be paid earlier than otherwise would be paid if such limitations were not in effect.

state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of December 31, 2021 and

provision (benefit) for income taxes on the statement of operations differs from the amount computed by applying the statutory federal

completed a preliminary section 382 analysis as of December 31, 2022 and 2021 and concluded it may have experienced an ownership change

as a result of certain equity offerings during the rolling three-year period of 2019 to 2021.

The Company concluded that its federal

net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018 and 2019, resulted

in annual limitations on the overall net operating loss carryforward and that an ownership change, if any, would impose an annual limit

on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply for state and local income taxes)

to be paid earlier than otherwise would be paid if such limitations were not in effect.

The federal, state, and local net operating loss

carryforwards are stated net of any such anticipated limitations as of December 31, 2022 and 2021.

provision (benefit) for income taxes on the statements of operations differs from the amount computed by applying the statutory federal

income tax rate to loss before the benefit for income taxes, as follows:

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Federal benefit expected at statutory rate

$ ( 19,238,957 )

$ ( 18,694,437 )

State and local taxes, net of federal benefit

( 4,439,909 )

( 5,279,879 )

Stock-based compensation

Unearned revenue

( 2,703,394 )

( 5,120,330 )

Interest expense

Liquidated damages

Gain upon debt extinguishment

( 1,200,506 )

Other differences, net

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Other permanent differences

Tax provision (benefit) and effective income tax rate

$ ( 1,674,434 )

Income tax benefit and effective income tax rate

Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions

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it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12

Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for

Company did not recognize any uncertain tax position, or any accrued interest and penalties associated with uncertain tax positions for

the years ended December 31, 2022 and 2021.

The Company files tax returns in the U.S.

federal jurisdiction and several state jurisdictions,

including New York and California.

The Company is generally subject to examination by income tax authorities

for three years from the filing of a tax return, therefore, the federal and certain state returns from 2017 forward and the California

returns from 2016 forward are subject to examination.

federal jurisdiction and New York, California,

and other states.

The Company is generally subject to examination by income tax authorities for three years from the filing of a tax

return, therefore, the federal and certain state returns from 2019 forward and the California returns from 2018 forward are subject to

The Company currently is not under examination by any tax authority.

Pension Plans

Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject

to limitations.

plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of

The Company contributions to the plan

were $ 1,347,348 and $ 1,074,323 for the years ended December 31, 2021 and 2020, respectively.

Party Transactions

the years ended December 31, 2021 and 2020, the Company had several transactions with B.

Riley, a principal stockholder, where

it paid fees associated with the debt draws and private placements totaling approximately $ 608,614

and $ 1,313,610 ,

respectively.

the years ended December 31, 2021 and 2020, the Company entered into transactions with B.

Riley where it borrowed funds under its Delayed

Draw Term Note totaling $ 5,086,135 and $ 6,913,865 , respectively.

For the years ended December 31, 2021 and 2020,

the Company incurred interest on the Senior Secured Note and Delayed Draw Term Note due to B.

Riley of $ 6,940,476 and $ 7,123,934 ,

The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made

by participants of the plan .

The Company contributions to the plan were $ 1,138 and $ 1,347 for the years ended December 31, 2022 and 2021,

respectively.

Related Party Transactions

the years ended December 31, 2022 and 2021, the Company had several transactions with B.

Riley, a principal stockholder, where it paid

fees associated with the debt, common stock public offering and private placements totaling $ 3,440 and $ 609 , respectively.

Company entered into transactions with B.

Riley where it borrowed funds under the Bridge Notes of $ 36,000 during the year ended December

31, 2022, and the Delayed Draw Term Notes of $ 5,086 during the year ended December 31, 2021.

The Company incurred interest expense to

Riley of $ 7,540 and $ 6,940 for the years ended December 31, 2022 and 2021, respectively.

and Consulting Contracts

Rinku Sen, a former director, and has provided consulting services and operates a channel on the Company’s technology platform.

During the year ended December 31, 2020, the Company paid Ms.

for these services.

Josh Jacobs, a former director, has provided consulting services and operates a channel on the Company’s platform.

the year ended December 31, 2020, the Company paid Mr.

Jacobs $ 120,000

for these services.

August 26, 2020, the Company entered into a consulting agreement with James C.

Heckman, the Company’s former Chief Executive Officer.

On June 3, 2021, the consulting agreement was amended that extended the term of the agreement for one-year, or to August 26, 2022,

and in connection with the amendment the Company advanced $ 500,000 to Mr.

During the years ended December 31, 2021 and 2020,

the Company recognized consulting fees for Mr.

On June 3, 2021, the consulting agreement was amended that extended the term of the agreement for one-year, or to August 26, 2022, and

in connection with the amendment the Company advanced $ 500 to Mr.

During the years ended December 31, 2022 and 2021, the Company

recognized consulting fees for Mr.

Heckman of $ 307 and $ 780 , respectively.

October 5, 2020, the Company entered into a separation agreement with Benjamin Joldersma, who served as the Company’s Chief Technology

Officer from November 2016 through September 2020, pursuant to which the Company agreed to pay Mr.

Joldersma approximately $ 111,000 as

a severance payment, as well as any COBRA premiums.

May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs.

Such advances were made pursuant to promissory notes that were due on demand.

On October 31, 2020, the Company entered into an exchange

agreement with Mr.

Heckman pursuant to which Mr.

Heckman converted the outstanding principal amount due, together with accrued but unpaid

interest under the promissory notes, into 389 shares of Series H Preferred Stock (see Notes 19 and 20).

During the years ended December 31, 2022 and 2021, the Company

paid an entity affiliated with Mr.

Heckman, Roundtable Media, L.L.C., a net revenue share amount of $ 181 and $ 2 , respectively, in connection

with a partner agreement.

of Restricted Stock

1 unchanged sentence

certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel

of HubPages, including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of approximately 16,802 shares

of the Company’s common stock at a price of $ 4 per share each month for a period of 24 months, for aggregate proceeds to Mr.

and his spouse of approximately $ 67,207 per month (see Note 12).

of HubPages, including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 16,802 shares of the Company’s

common stock at a price of $ 4 per share each month for a period of 24 months, for aggregate proceeds to Mr.

Edmondson and his spouse

of $ 67 per month (see Note 13).

Commitments and Contingencies

connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising

out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an

investor presentation, which the Company publicly filed.

Specifically, the furnishing of the investor presentation publicly may have

constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be

deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation

of Section 5(b)(1) of the Securities Act.

Any liability would depend upon the number of shares purchased by investors who reviewed and

relied upon the investor presentation.

If a claim were brought by any such investor and a court were to conclude that the public disclosure

of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold

to the investors at the original purchase price, plus statutory interest.

The Company could also incur considerable expense in contesting

any such claims.

As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or

threatened by any investors.

The likelihood and magnitude of this contingent liability, if any, is not determinable at this time.

and Litigation

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on the Company’s business, financial condition, results of operations or cash flows.

connection with the Athlon working capital adjustment (as previously disclosed in Note 4), the Company prepared the working capital

The sellers are challenging the Company’s adjustments and both parties have agreed to a standstill and tolling

agreement while the adjustments are being reviewed and discussed.

The amount due from this challenge, if any, is not estimatable as of

the issuance date of these consolidated financial statements.

Subsequent Events

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or disclosures on the consolidated financial statements.

Equity Incentive Plan

February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable to for liquidated

damages, pursuant to which the Company issued 47,252 shares of its common stock at a price equal to $ 10.56 per share (determined based

on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days),

to the investor in lieu of an aggregate of $ 499 owed in liquidated damages as of the conversion date.

Stock Options

January 2023 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted

stock units totaling 200,330

shares of the Company’s common stock,

all of which remain outstanding as of the date these consolidated financial statements were issued, to acquire shares of the Company’s

common stock to officers, directors, employees and consultants.

balance outstanding under the FastPay line of credit as

of the date these consolidated financial statements were issued was approximately

Secured Note – On January 23, 2022, the Company entered into an amendment with respect to the Senior Secured Note

(“Amendment 4”), where the

maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon

the consummation of the equity financing on February 15, 2022 (further details are under the heading Equity Financing below),

or (ii) the date accelerated pursuant to certain terms of Amendment 4.

the date of Amendment 4, interest on the note will

be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b)

by continuing to add such interest due on such payment dates to the principal amount of the note.

Interest on the senior secured note

will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.00 % per annum, subject

to adjustment in the event of default.

Further, interest that was payable during fiscal years 2020 and 2021 and added to the principal

amount under the note remains subject to the conversion election under Amendment 1.

balance outstanding under the Senior Secured Note as of the date these consolidated financial statements were issued was approximately

million, which included outstanding principal

of approximately $ 48.8

million, payment of in-kind interest of approximately

million that the Company was permitted to

add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $ 1.6

Draw Term Note – On February 15, 2023, pursuant to Amendment 4, the maturity date on the Delayed Draw Term Note was extended

to (i) December 31, 2022 from March 31, 2022 for approximately $ 5.9

million and (ii) December 31, 2023 from March

31, 2022 for approximately $ 4.0

million, subject to certain acceleration terms.

4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last

day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal

quarter on the principal amount outstanding under the note at an aggregate rate of 10.00 %

per annum, subject to adjustment in the event of default.

balance outstanding under the Delayed Draw Term Note as of the date these consolidated financial statements were issued was approximately

million, which

included outstanding principal of approximately $ 8.7

payment of in-kind interest of approximately $ 1.2

the Company was permitted to add to the aggregate outstanding principal balance, and

unpaid accrued interest of approximately $ 0.3

Series L Preferred

The rights agreement

pursuant to the Series L Preferred Stock is set to expire on May 3, 2022;

however, the Board elected to extend the termination date,

which extension is subject to ratification by the Company’s stockholders.

Stock Issuances

Purchase Agreements – On January 24, 2022, we entered into several stock purchase agreements with several of the Company’s

investors, pursuant to which the Company issued an aggregate of 505,671

shares at a price equal to $ 13.86

per share, which was determined based on the

volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days, to

the investors in lieu of an aggregate of approximately $ 7.01

million owed in Liquidated Damages.

agreed that it would prepare and file as soon as reasonably practicable, a registration statement covering the resale of these shares

of the Company’s common stock issued in lieu of payment of these liquidated damages in cash.

Offering – On February 15, 2022, the Company raised approximately $ 34.5

million under a firm commitment underwritten

public offering with the sale of 3,636,364

shares of the Company’s common stock, par

per share, at a public offering price of $ 8.25

Pursuant to the terms of the underwriting

agreement, dated February 10, 2022, a 30-day option to purchase up to 545,454

additional shares was granted by and between

Riley Securities, Inc., as an underwriter and as representative of the other underwriters.

The underwriter’s overallotment

option for 545,239

shares of the Company’s common stock was

exercised in March 2022.

The Company received approximately $31.5 million (includes $4.2 million with the overallotment option),

after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

Common Stock Options

March 18, 2022, the Company approved a repricing of certain outstanding stock options under the Company’s 2016 Plan and 2019

Plan that had an exercise price above $ 8.82

per share, including certain outstanding stock options held by senior management of the Company.

The repricing also included certain

outstanding stock options granted outside of the 2016 Plan and 2019 Plan, which repricing is still subject to stockholder approval.

As a result of the repricing, the exercise price was set to $ 8.82

per share, which was the closing sale price of the Company’s common stock as listed on the NYSE American exchange on March 18,

Except for the repricing of the stock options under the 2016 Plan, all term and conditions of each stock option remains in

full force and effect.

For the repricing of the stock options under the 2019 Plan, the Company (i) modified the exercise price;

will allow cashless exercise as a method of paying the exercise price, and (iii) will waive a lock-up provision in the stock option

All other term and conditions of each of the stock options under the 2019 Plan remains in full force and

Company entered into a non-binding letter of intent to acquire 100 % of the issued and outstanding equity interests of Athlon Holdings,

(“Athlon”) for an anticipated purchase price of $ 16.0 million, comprised of (i) a cash portion of $ 13.0 million, with

$ 10 million to be paid at closing and $ 3.0 million to be paid post-closing and (ii) an equity portion of $ 3.0 million to be paid in shares

of the Company’s common stock.

The acquisition is subject to the preparation and negotiation of definitive documents, completion

of due diligence, and the agreement of a certain number of key employees of Athlon to remain as employees post-closing, among other items.

stock units totaling 147,696 shares of the Company’s common stock, all of which remain outstanding as of the date these consolidated

financial statements were issued, to acquire shares of the Company’s common stock to officers, directors, employees and consultants.

January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., pursuant to which it acquired certain

assets (consisting of the RoadFood media business, including digital and television assets;

the Moveable Feast media business,

including digital and television assets;

the Fexy-branded content studio business;

and the MonkeySee YouTube Channel media

business), for a purchase price of $ 2,956 .

The purchase price consisted of the following:

cash paid at closing;

cash payments due in three equal installments of $ 25

on March 1, 2023, April 1, 2023 and May 1, 2023;

deferred cash payment due on the first anniversary of the closing date, subject to certain indemnity provisions;

issuance of 274,692

shares of the Company’s common stock, subject to certain lock-up provisions, on the closing date with a fair value of $ 2,181

(fair value was determined based on the Company’s common stock trading price of

per share on the closing date).

The number of shares of the Company’s common stock issued was determined based on a $ 2,225

value using the common stock trading price on the day immediately preceding the January 11, 2023 closing date.

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 9A. Controls and Procedures