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Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-03-31 · 364 added, 405 removed, 345 unchanged (69% of the section changed)

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Operating Metrics

monitor and review the key operating metrics described below as we believe that these metrics are relevant for our industry and specifically

to us and to understanding our business.

Moreover, they form the basis for trends informing certain predictions related to our financial

Our key operating metrics focus primarily on our digital advertising revenue, which has experienced significant growth in

recent periods as indicated in the Results of Operations section below.

Management monitors and reviews these metrics because

such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital

advertising revenue and our overall business.

We consider only those key operating metrics described here to be material to our financial

condition, results of operations and future prospects.

key operating metrics are identified below:

key operating metrics are:

per page view (“RPM”) – represents the advertising revenue earned per 1,000

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12 months, respectively.

monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and

to understanding our business.

Moreover, they form the basis for trends informing certain predictions related to our financial condition.

Our key operating metrics focus primarily on our digital advertising revenue, which has experienced significant growth in recent periods

as indicated in the Results of Operations section below.

Management monitors and reviews these metrics because such metrics are

readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising

revenue and our overall business.

We consider only those key operating metrics described here to be material to our financial condition,

results of operations and future prospects.

pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average pageviews.

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of yield and pricing driven by both advertising density and demand from our advertisers.

average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective

page management and are therefore our primary measure of traffic.

We utilize a third-party source, Google Analytics, to confirm this

traffic data.

average pageviews are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and

effective page management and are therefore our primary measure of traffic.

We utilize a third party source, Google Analytics, to

confirm this traffic data.

described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue

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the years ended December 31, 2023 and 2022 our RPM was $23.95 and $18.17, respectively.

For the years ended December 31, 2022 and 2021

our monthly average pageviews were 516,129,297 and 350,761,233, respectively.

of Current Global Economic Conditions

The 32% increase in RPM reflects a

significant increase in video advertising as a percentage of total digital advertising as digital video advertising is sold at a

significantly higher price than digital display advertising.

For the years ended December 31, 2023 and 2022 our monthly average

pageviews were 464,261,595 and 489,659,595, respectively.

The 5% decrease in monthly average pageviews reflects algorithmic changes

at Google, Facebook and other platforms which subdued user click-throughs to the original content.

of Macroeconomic Conditions

in the global economy presents significant risks to our business.

We are subject to continuing risks and uncertainties in connection

with the current macroeconomic environment, including inflation, rising interest rates and contraction in the availability of credit in the market place, geopolitical factors, including

the ongoing conflict between Russia and Ukraine and the responses thereto, and the remaining effects of the COVID-19 pandemic.

closely monitoring the impact of these factors on all aspects of our business, including the impacts on our users, customers, employees,

Publishers Partners, vendors and business partners.

particular, with the initial onset of COVID-19, we faced significant

change in our 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.

However, given that our

sports vertical business relies on sporting events to generate content and comprises a material portion of our revenues, our cash flows

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

akin to what occurred in the United States and elsewhere during 2020.

Future widespread shutdowns of in-person economic activity could

have a material impact on our business.

In addition, the COVID-19 pandemic has also caused supply chain inefficiencies, negatively impacting

our production and distribution costs in our print operations.

ultimate extent of the impact of global economic conditions on our business remains highly uncertain and will depend on future developments

and factors that continue to evolve.

Most of these developments and factors are outside of our control and could exist for an extended

period of time.

As a result, we are subject to continuing risks and uncertainties and continue to closely monitor the impact of the current

conditions on our business.

For more information regarding these risks and uncertainties, see the section titled “Risk Factors”

in Part 1, Item 1A of this Annual Report on Form 10-K.

Increases in inflation, rising interest rates, instability in the global

banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining

effects of the COVID-19 pandemic may have an adverse effect on our business.

While we are closely monitoring the impact of the current

macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and

will depend on future developments and factors that continue to evolve.

Most of these developments and factors are outside of our control

and could exist for an extended period of time.

As a result, we are subject to continuing risks and uncertainties.

For more information regarding these

risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

and Capital Resources

and Working Capital Facility

of December 31, 2022, our principal sources of liquidity consisted of cash of $13,871.

In addition, as of December 31, 2022, we had $25,908

available for additional use, subject to eligible accounts receivable, under our working capital line of credit with SLR Digital Finance

LLC (formerly FPP Finance LLC) (“SLR”).

As December 31, 2022, the outstanding balance of the SLR working capital line of credit was

We also had accounts receivable, net of our advances from SLR of $19,858 as of December 31, 2022.

Our cash balance as of the

issuance date of our accompanying consolidated financial statements is $8,203.

of December 31, 2023, our principal sources of liquidity consisted of cash of $9,284 and accounts receivable, net of our advances under

the Arena Credit Agreement of $25,202.

As of December 31, 2023, the outstanding balance of the Arena Credit Agreement was $19,609.

March 13, 2024 the Arena Credit Agreement was refinanced with the Simplify Loan.

As of the issuance date of our accompanying consolidated

financial statements our cash balance is $4,151 and the balance outstanding under the Simplify Loan is $7,748, with the additional availability of $17,252.

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

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statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

recently, for the year ended December 31, 2022, we 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.

Our 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 our ability to meet our

recently, for the year ended December 31, 2023, we incurred a net loss from continuing operations of $55,582, had cash on hand of

$9,284 and a working capital deficit of $145,622.

Our 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 our ability to meet our

obligations when due.

Furthermore, since our Bridge

Notes of $36,000, Senior Secured Notes of $62,691 and Delayed Draw Term Notes of $4,000, totaling $102,691 (collectively “our current debt”) are due by December 31, 2023 (see Note 19, Bridge Notes ,

and Note 20, Long-term Debt , in our accompanying consolidated financial statements), unless we are able to refinance or extend

our current debt beyond its current maturity, we may not be able to meet our obligations when due.

Also, since our 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (as further

described below) (collectively “our current debt”) are subject to a forbearance period through the earlier of the following:

(a) April 30, 2024, (b) the closing of the

Business Combination, and (c) the termination of the Business Combination (see Note 28, Subsequent Events ,

in our accompanying consolidated financial statements), unless we are able to refinance or modify the terms of our current debt we run the risk that our

debt could be called, therefore, we may not be able to meet our obligations when due.

our evaluation, management determined there is substantial doubt about our ability to continue as a going concern for a one-year period

following the financial statement issuance date, unless we are able to refinance or extend the maturities of our current debt.

We plan to refinance or extend the maturities of our current debt to alleviate the conditions that raise substantial doubt about our ability

to continue as a going concern.

following the financial statement issuance date, unless we are able to refinance or modify our current debt.

plan to refinance or modify the maturities of our current debt and complete the Business Combination to alleviate the conditions

that raise substantial doubt about our ability to continue as a going concern, however, there can be no assurance that we will be able to refinance or modify our current debt and complete the

Business Combination.

Financings and Obligations

proceeds from our debt financings (see Note 15, Line of Credit , Note 19, Bridge Notes and Note 20, Long-term Debt ,

in our accompanying consolidated financial statements for additional information) consisted of the following:

Credit Facility .

We are party to a financing and security agreement with SLR, pursuant to which SLR extended a $25,000 line of credit

for working capital purposes secured by a first lien on all our cash and accounts receivable and a second lien on all other assets.

December 15, 2022, pursuant to an amendment, the line of credit was increased to $40,000.

Borrowings under the facility bear interest

at the prime rate plus 4% per annum of the amount advanced and have a maturity date of December 31, 2024;

provided that the maturity

date will be December 31, 2023 if we have not refinanced, repaid or extended all of our 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 we have not refinanced,

repaid or extended all of our Senior Secured Notes due December 31, 2023 by September 30, 2023.

In the event that our line of credit

is accelerated, we will be obligated to pay SLR a termination fee of $900.

The amendment also permitted us to enter into the Bridge Notes

(as defined below).

The aggregate principal amount outstanding, plus accrued and unpaid interest as of December 31, 2022 was $14,092.

On December 15, 2022, we issued $36,000 aggregate principal amount of senior secured notes (the “Bridge Notes”)

pursuant to a Third A&R NPA with BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

proceeds from our debt financings consisted of the following:

Credit Agreement .

We were party to a financing and security agreement with SLR (the “Arena Credit Agreement”), as amended on December 15, 2022 and August 31,

2023, pursuant to which SLR extended a $40,000 line of credit for working capital purposes secured by a first lien on all our cash

and accounts receivable and a second lien on all other assets.

Borrowings under the facility bore interest at the prime rate plus 4%

per annum of the amount advanced and had a maturity date of December 31, 2025.

The aggregate principal amount outstanding, plus

accrued and unpaid interest as of December 31, 2023 was $19,609.

On March 13, 2024, the Arena Credit Agreement was refinanced by

the Simplify Loan, which bears interest at 10% per annum of the amount advanced and has a maturity date of March 13, 2026.

Pursuant to the Third A&R NPA (as defined below) ,

on August 31, 2023, we issued $5,000 aggregate principal amount of notes with additional borrowings of $1,000 on September 29, 2023

and $2,000 on November 23, 2023 (the “2023 Notes”).

On December 1, 2023, Renew,

an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser, purchased the 2023 Notes from BRF

Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

Riley Financial, Inc.

Riley”), in its capacity as agent for the purchasers and as purchaser.

We received net proceeds of $34,728, after the

payment of $1,000 to B.

Riley for an advisory fee and $272 for other legal costs, from the issuance of the Bridge Notes.

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

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 31, 2023.

The Bridge Notes are subject to certain mandatory prepayment requirements, including,

but not limited to, a requirement that we apply the net proceeds from certain debt incurrences or equity offerings to repay the Bridge

Borrowings under the 2023 Notes bore interest at 10% per annum.

December 29, 2023, we failed to make the interest payment due on the 2023 Notes

resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following:

April 30, 2024;

(b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination

prior to closing (further details are

provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated

financial statements).

The balance outstanding under our 2023 Notes as of December 31, 2023 was $8,000.

Pursuant to the Third A&R NPA (as defined below), on December 15, 2022, we issued $36,000 aggregate principal amount

of senior secured notes (the “Bridge Notes”).

December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as purchaser,

purchased the Bridge Notes from BRF Finance.

We received net proceeds of $34,728, after the payment of $1,000 to B.

advisory fee and $272 for other legal costs, from the issuance of the Bridge Notes.

Interest on the Bridge Notes was payable in cash

at a rate of 10% per annum as amended on August 31, 2023, from 12% per annum quarterly, with an increase in the interest rate by

1.5% per annum on March 1, 2023, May 1, 2023 and July 1, 2023.

On December 29, 2023,

we failed to make the interest payment due on the Bridge Notes resulting in an event of default with subsequent agreement to a forbearance

period through the earlier of the following:

(a) April 30, 2024 ;

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated

financial statements).

The Bridge Notes are subject to certain mandatory prepayment requirements,

including, but not limited to, a requirement that we apply the net proceeds from certain debt incurrences or equity offerings to

repay the Bridge Notes.

We may elect to prepay the Bridge Notes, at any time, at our option at 100% of the principal amount.

The Bridge Notes are secured

by liens on the same collateral that secures indebtedness under our outstanding Senior Secured Notes (as defined below) and are guaranteed

by our subsidiaries that guarantee the Third A&R NPA.

The Note Purchase Agreement contains covenants and events of default substantially

similar to those contained in the note purchase agreement that governed the Third A&R NPA.

The proceeds received were used for the

acquisition of Men’s Journal and to repay $5,928 of our existing Delayed Draw Term Notes (as defined below).

The aggregate principal

amount outstanding under the Bridge Notes as of December

31, 2022 was $36,000.

Bridge Notes are secured by liens on the same collateral that secures indebtedness under our outstanding Senior Secured Notes (as

defined below) and are guaranteed by our subsidiaries that guarantee the Third A&R NPA.

The Note Purchase Agreement contains

covenants and events of default substantially similar to those contained in the note purchase agreement that governed the Third

The proceeds received were used for the acquisition of Men’s Journal and to repay $5,928 of our existing Delayed

Draw Term Notes (as defined below).

The balance outstanding under our Bridge Notes as of December 31, 2023 was $36,000.

Secured Notes .

We are party to a third amended and restated note purchase agreement (the “Third A&R NPA”), with one

accredited investor, BRF Finance, an affiliated entity of B.

The senior secured notes bears interest at a rate of 10% per annum.

Interest payments are payable at BRF Finance’s discretion either in cash quarterly in arrears on the last day of each quarter or

by adding the interest to the outstanding principal amount.

The senior secured notes has a final maturity date of December 31, 2023,

at which time the outstanding principal and all accrued but unpaid interest will be due.

The balance outstanding under our senior secured

notes as of December 31, 2022 was $62,691, which included

outstanding principal of $48,791 and payment of in-kind interest of $13,900 that we were permitted to add to the aggregate outstanding

principal balance.

We are party to a third amended and restated note purchase agreement (the “Third A&R NPA”), with

Renew, an affiliated entity of Simplify,

where we issued senior secured notes (the “Senior Secured Notes”).

On December 1, 2023, Renew purchased the

Senior Secured Notes from BRF Finance.

The Senior Secured Notes bear interest at a rate of 10% per annum.

Interest payments are

payable at Renew’s discretion either in cash quarterly in arrears on the last day of each quarter or by adding the interest to

the outstanding principal amount.

On December 29, 2023, we failed to make the interest payment due on the Senior Secured Notes resulting in an event of default with subsequent agreement to a forbearance period through

the earlier of the following:

(a) April 30, 2024 ;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying consolidated financial statements).

outstanding under our Senior Secured Notes as of December 31, 2023 was $62,691, which included outstanding principal of $48,791 and

payment of in-kind interest of $13,900 that we were permitted to add to the aggregate outstanding principal balance.

Draw Term Notes .

Pursuant to the Third A&R NPA, we agreed to issue, at BRF Finance’s option, a delayed draw term notes

(the “Delayed Draw Term Notes”), in the aggregate principal amount of $12,000 to BRF Finance, of which $9,928 was outstanding

on December 31, 2021.

The Delayed Draw Term Notes bear interest at a rate of 10% per annum.

Interest payments are payable, at BRF Finance’s

discretion, either in cash quarterly in arrears on the last day of each fiscal quarter or in kind in arrears on the last day of each

fiscal quarter.

The Delayed Draw Term Notes have a final maturity date of December 31, 2023, at which time the outstanding principal

and accrued but unpaid interest will be due.

We paid $5,928 in principal that was due on December 31, 2022, with the remaining principal

balance due on December 31, 2023.

The aggregate principal amount outstanding under the Bridge Notes as of December 31, 2022 was $4,000.

January 11, 2023, we entered into an asset purchase agreement with Teneology, Inc., pursuant to which we acquired certain assets

(consisting of the RoadFood media business, including digital and television assets;

Moveable Feast media business, including digital and television assets;

Fexy-branded content studio business;

and the MonkeySee YouTube Channel media business), for a purchase price of $2,956.

purchase price consisted of the following:

Pursuant to the Third A&R NPA, we agreed to issue delayed draw term notes (the “Delayed Draw Term

On December 1, 2023, Renew, an affiliated entity of Simplify, in its capacity as agent for the purchasers and as

purchaser, purchased the Delayed Draw Term Notes from BRF Finance.

The Delayed Draw Term Notes bear interest at a rate of 10% per

Interest payments are payable, at Renew’s discretion, either in cash quarterly in arrears on the last day of each

fiscal quarter or in kind in arrears on the last day of each fiscal quarter.

On December 29, 2023, we failed to make the interest

payment due on the Delayed Draw Term Notes resulting in an event of default with subsequent agreement to a forbearance period through

the earlier of the following:

(a) April 30, 2024 ;

(b) the occurrence

of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (further

details are provided under the heading Arena Loan Agreement in Note 28, Subsequent Events in our accompanying

consolidated financial statements).

We paid $5,928 in principal on December 31, 2022.

The Delayed Draw Term Notes have a maturity

date of December 31, 2026.

The balance outstanding under the Delayed Draw Term Notes as of December 31, 2023 was $4,000.

January 11, 2023, we entered into an asset purchase agreement with Teneology, Inc., pursuant to which we acquired certain assets (consisting

of the RoadFood media business, including digital and television assets;

the Moveable Feast media business, including digital and television

the Fexy-branded content studio business;

and the MonkeySee YouTube Channel media business, collectively “Fexy Studios”),

for a purchase price of $3,307.

The purchase price consisted of the following:

(1) $500 cash paid at closing;

(2) $75 cash payments due in three equal installments of

$25 on March 1, 2023, April 1, 2023 and May 1, 2023;

(3) $200 deferred cash payment due on the first anniversary of the closing

date, subject to certain indemnity provisions;

and (4) the issuance of 274,692 shares of our 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 our common stock trading

price of $7.94 per share on the closing date).

The number of shares of our common stock issued was determined based on a $2,225

value using our common stock trading price on the day immediately preceding the January 11, 2023 closing date.

(2) $75 cash payments due

in three equal installments of $25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid);

(3) $200 deferred cash payment

due on the first anniversary of the closing date, subject to certain indemnity provisions;

and (4) the issuance of 274,692 shares of

our common stock, subject to certain lock-up provisions, on the closing date with a fair value of $2,000 (fair value was determined based

on an independent appraisal);

and which is subject to a put option under certain conditions.

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 (on the closing date the common stock trading price was $7.94 per share).

Sheet Arrangements

of December 31, 2022, pursuant to our line of credit with SLR, as disclosed above, in the event that our line of credit is

accelerated, we will be obligated to pay SLR a termination fee of $900.

Contractual Obligations

have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting

agreements, leases, liquidated damages, debt and related interest payments.

Purchase obligations consist of contracts primarily related

to merchandise, equipment, and third-party services, the majority of which are due in the next 12 months.

See Note 8, Leases,

Note 16, Liquidated Damages Payable, Note 19 , Bridge Notes , and Note 20, Long-term Debt , in our accompanying consolidated

financial statements for amounts outstanding as of December 31, 2022, related to leases, liquidated damages, bridge financing and long-term

2022, we assumed the lease from Men’s Journal for office space in Carlsbad, California, that expires in March 2025, and we remain

responsible for $3,189 over the lease term.

The lease provides for fixed payments of $89 for three months, $92 for twelve months and

$94 for twelve months, with an estimate of common expenses per month of $25 through the end of the lease term.

respect to leases, we subleased our office space in Santa Monica, California in November 2021 and remain responsible to the original

have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts,

consulting agreements, leases, liquidated damages, debt and related interest payments.

Purchase obligations consist of contracts

primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months.

7, Leases , Note 15, Liquidated Damages Payable , Note 18, Bridge Notes , and Note 19, Long-term Debt , in

our accompanying consolidated financial statements for amounts outstanding as of December 31, 2023, related to leases, liquidated

damages, bridge financing and long-term debt.

2022, we assumed the lease from Men’s Journal for office space in Carlsbad, California, that expires in March 2025, and as of December

31, 2023 we remain responsible for $1,439 over the remaining lease term.

The lease provides for fixed payments of $89 for three months,

$92 for twelve months and $94 for twelve months, with an estimate of common expenses per month of $25 through the end of the lease term.

Pursuant to two subleases entered into during 2023, the sublessees will pay us an aggregate of $312, net of security deposits, through

We also subleased our office space in Santa Monica, California in November 2021 and remain responsible to the original

lessor for $373 through October 2024.

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working capital deficit as of December 31, 2023 and 2022 was as follows:

of December 31,

As of December 31,

Current assets

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cash flows during the years ended December 31, 2023 and 2022 consisted of the following:

Ended December 31,

Years Ended December 31,

Net cash used in operating activities

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the year ended December 31, 2023, net cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to

employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees

and professional services;

and $9,528 of cash paid for interest, offset by $219,407 of cash received from customers.

For the year ended

December 31, 2021, net cash used in operating activities was $14,729, consisting primarily of $184,932 of cash paid to employees, Publisher

Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services;

employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements and professional services,

and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers.

the year ended December 31, 2022, net cash used in investing activities was $38,590, consisting primarily of $35,331 for the acquisition

of a business;

$5,179 for capitalized costs for our Platform;

and $530 for property and equipment, offset by $2,450 from the sale of

an equity investment.

For the year ended December 31, 2021, net cash used in investing activities was $13,146, consisting primarily of

$7,950 for the acquisition of businesses;

$4,819 for capitalized costs for our Platform;

and $377 for property and equipment.

the year ended December 31, 2022, net cash provided by financing activities was $54,416, consisting primarily of $30,490 (net of issuance

costs paid of $1,568) in net proceeds from a public offering of common stock;

$28,800 (net of issuance costs paid of $1,272 and payments

of $5,928) in proceeds from long term-debt;

$2,104 from advancements of our SLR line of credit;

and $95 from exercises of common stock

options, offset by $4,468 for tax payments relating to the withholding of shares of common stock for certain employees;

$2,152 related

to payments of restricted stock liabilities;

and $453 payment for The Spun deferred cash payment.

For the year ended December 31, 2022, net

cash used in operating activities was $11,304, consisting primarily of $219,282 of cash paid to employees, Publisher Partners, Expert

Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $9,528

of cash paid for interest, offset by $219,407 of cash received from customers.

the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting primarily of $3,773 for capitalized costs

for our Platform and $500 for the acquisition of a business, offset by $1,061 from sale of assets.

For the year ended December 31, 2022,

net cash provided by financing activities was $28,191 consisting primarily of $19,838 (net of issuance cost paid of $167) in net proceeds

from a private placement of common stock;

$5,086 in proceeds from long term-debt;

$4,809 from advancements of our SLR line of credit,

offset by $1,472 related to payments of restricted stock liabilities;

and $70 for tax payments relating to the withholding of shares

of common stock for certain employees.

net cash used in investing activities was $38,590, consisting primarily of $35,331 for the acquisition of a business, $5,179 for capitalized

costs for our Platform, and $530 for property and equipment, offset by $2,450 from the sale of an equity investment.

the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued

offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement,

$7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our 2023 Notes;

offset by $1,423 tax payments relating to

the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.

year ended December 31, 2022, net cash provided by financing activities was $54,416, consisting primarily of $30,490 (net of issuance

costs paid of $1,568) in net proceeds from a public offering of common stock, $28,800 (net of issuance costs paid of $1,272 and payments

of $5,928) in proceeds from long term-debt, $2,104 from advancements of our Arena Credit Agreement, and $95 from exercises of common

stock options, offset by $4,468 for tax payments relating to the withholding of shares of common stock for certain employees, $2,152

related to payments of restricted stock liabilities, and $453 related to deferred cash payments for an acquisition.

of Operations

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Depreciation and amortization

Loss on disposition of assets

Loss on impairment of lease

Loss on termination of lease

Loss on impairment of assets

Loss on sale of assets

Total operating expenses

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Net loss from discontinued operations, net of tax

Basic and diluted net loss per common share:

Continued operations

Discontinued operations

Basic and diluted net loss per common share

Weighted average number of shares outstanding – basic and diluted

the year ended December 31, 2022, the net loss was $70,858, as compared to $89,940 in the prior year which represents an improvement

of $19,082 or 21.2%.

The primary reasons for the improvement in net loss are a $9,402 improvement in gross profit and a $18,994 reduction

in operating expenses.

The increase in gross profit reflected a $31,795 increase in total revenues, which was principally driven by the

continuing growth of our digital advertising business which grew $46,452 or 73.9% in the year ended December 31, 2022 as compared to

the prior year.

the year ended December 31, 2023, the loss from operations improved $20,081 to $35,802 as compared to $55,883 during the year ended

December 31, 2022 due to a $23,268 increase in revenue, with a $6,130 decrease in operating expenses.

For the year ended December

31, 2023, the net loss was $55,582, a decrease of $15,276 as compared to a net loss of $70,858 for the year ended December 31, 2022

as the improvement in the loss from operations was partially offset by an increase in interest expense of $6,537 included in other

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

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Cost of revenue

the year ended December 31, 2022, we had gross profit of $88,012, as compared to gross profit of $78,610 for year ended December 31,

the year ended December 31, 2023 we had gross profit of $101,963, as compared to $88,012 for the year ended December 31, 2022, an increase

Gross profit percentage for the year ended December 31, 2023 was 41.8%, as compared to 39.8% for the year ended December

The improvement in gross profit percentage was driven by an increase

in total revenue of $23,268, or 10.5%, primarily as a result of increased digital advertising due to improved programmatic video inventory

monetization.

This increase is partially offset by an increase in cost of revenue of $9,317, or 7%, resulting from higher publisher partner

revenue share along with increased technology, Platform and software licensing costs.

following table sets forth revenue from continuing operations by category:

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Total revenue

the year ended December 31, 2022 we recognized revenue from continuing operations of $220,935, as compared to $189,140 for the year ended

December 31, 2021, which represents an increase of $31,795 or 16.8%.

Our digital advertising revenue increased by $46,452 or 73.9%, primarily

due to a 47.1% increase in monthly average pageviews and a 13.1% increase in RPM for the year ended December 31, 2022, as compared to

the prior year with 76.0% of the total increase driven by organic growth.

Licensing and syndication revenue increased by $9,702 or 114.5%

as we added new relationships during the year and expanded existing ones to leverage our content with increased monetization.

the year ended December 31, 2023, total revenue increased $23,268 to $244,203 from $220,935 for the year ended December 31, 2022.

primary sources of revenue for the year ended December 31, 2023 were as follows:

(i) digital advertising of $135,376, (ii) digital subscriptions

of $12,764, (iii) licensing and syndication revenue and other digital revenue of $23,866, (iv) print advertising of $9,881 and (v) print

subscriptions of $62,316

primary driver of the increase in our total revenue is derived from digital advertising revenue which benefited from a 32% rise in RPMs

due to the higher mix of higher priced digital video advertising in the year ended December 31, 2023 versus the prior year.

Other digital

revenue, primarily consisting of e-commerce and sponsorship revenue, increased by $1,123 largely attributable to the expansion of our

e-commerce business.

Our print subscriptions decreased by $18,172 or 23.0% principally related to our Sports Illustrated media business

which reflected our planned rate base reduction of 29.0% from 1.7 million fiscal 2021 to 1.2 million in fiscal 2022 to focus on more

profitable subscriptions.

revenue, which was mostly e-commerce revenue, increased by $4,218 to $5,384.

These improvements were partially offset by a decrease in

digital subscriptions of $8,392, resulting in a $22,194, or 14.8%, increase in total digital revenue for the year ended December 31, 2023

as compared to the prior year period.

In addition, total print revenue increased by $1,074 as print advertising decreased by $333 and

print subscriptions grew by $1,407.

following table sets forth cost of revenue from continuing operations by category:

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Total cost of revenue

the year ended December 31, 2022, as referenced in the above table, we recognized cost of revenue from continuing operations of $132,923,

as compared to $110,530 for the year ended December 31, 2021, which represents an increase of $22,393 or 20.3% from the prior period.

Cost of revenue for the year ended December 31, 2022 was impacted by increases in content and editorial expenses of $11,819;

Platform and software licensing fees of $8,324, consisting of costs incurred for the Parade acquisition and other investments made to

our Platform;

and stock-based compensation of $2,757;

partially offset by a decrease in Publisher Partner revenue share payments of $1,460.

The increase in content and editorial expense was primarily due to significant investments made in the second half of fiscal 2021 to

expand our audience development and social media capabilities, in addition to the acquisition of Parade which occurred in the second

quarter of 2022.

Publisher Partner revenue share payments have decreased despite a growth in our digital advertising revenue due primarily

to a favorable change in the terms of certain of our Publisher Partner agreements.

This resulted in a more favorable revenue share structure

for us, especially as we continue to grow our premium programmatic and direct advertising revenue as a percentage of total digital revenue.

In addition, the decrease was also in part due to the expiration of our agreement with Jim Cramer in September 2021.

the year ended December 31, 2023, we recognized cost of revenue of $142,240, as compared to $132,923 for the year ended December 31,

2022, representing an increase of $9,317.

Cost of revenue for the year ended December 31, 2023 was impacted by increases in (i) Publisher

Partner revenue share payments of $7,066, (ii) technology, Platform and software licensing fees of $2,696, (iii) content and editorial

expenses of $3,581, and (iv) printing, distribution and fulfillment costs of $556;

partially offset by a decrease in stock-based compensation

and Marketing

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Total selling and marketing

the year ended December 31, 2022, as referenced in the above table, we incurred selling and marketing expenses from continuing operations

of $72,489 as compared to $81,929 for the year ended December 31, 2021, a decrease of $9,440 or 11.5% from the prior period.

in selling and marketing expenses of $9,440 was primarily due to decreases in subscription acquisition costs of $9,074 and stock-based

compensation of $2,604.

Partially offsetting these decreases, payroll and employee benefits of selling and marketing account management support

teams increased $1,721 and circulation costs grew by $862, both of which were a result of the addition of the Parade properties, which

were acquired in the second quarter of 2022.

The decrease in subscription acquisition costs was due to the previously mentioned 29.0%

decrease in the Sports Illustrated rate base.

the year ended December 31, 2023, we incurred selling and marketing costs of $74,245 as compared to $72,489 for the year ended December

The increase in selling and marketing costs of $1,756 is primarily related to increases in (i) payroll and employee benefits

of $4,639, (ii) circulation costs of $251, and (iii) subscription acquisition costs of $922;

partially offset by decreases in (i) professional

marketing services costs of $1,122, (ii) advertising costs of $1,615 and (iii) stock-based compensation costs of $1,113.

and Administrative

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Total general and administrative

the year ended December 31, 2022, as referenced in the above table, we incurred general and administrative expenses from continuing operations

of $53,499 as compared to $55,612 for the year ended December 31, 2021, a decrease of $2,113 or 3.8% from the prior period.

is primarily related to $1,721 of payroll and related expenses which reflected a decrease in certain personnel costs offset by the acquisition

of Parade which occurred in the second quarter of 2022.

(Expenses) Income

following table sets forth other (expenses) income:

the year ended December 31, 2023, we incurred general and administrative costs of $44,152 as compared to $53,499 for the year ended December

The $9,347 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $7,499,

payroll and related expenses of $1,463 and professional services of $1,135.

following table sets forth other expenses:

Years Ended December 31,

2023 versus 2022

Change in valuation of warrant derivative liabilities

Change in fair value of contingent consideration

Interest expense, net

Liquidated damages

Gain upon debt extinguishment

Total other expenses

in Fair Value of Contingent Consideration .

The change in fair value of contingent consideration of $1,010 for the year ended December

31, 2023 represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.

As part of that

acquisition consideration, we issued 274,692 shares of our common stock, which was subject to a put option under certain conditions (as

further described in Note 17, Fair Value Measurement in our accompanying consolidated financial statements).

We incurred interest expense, net of $17,965 for the year ended December 31, 2023, as compared to $11,428 for the year ended

December 31, 2022.

The increase in interest expense of $979 was primarily from additional cash paid for interest from our debt.

We recorded liquidated damages of $1,140 for the year ended December

31, 2022, as compared to $2,637 for the year ended December 31, 2021.

The liquidated damages recorded of $1,140 for the year ended December

31, 2022 primarily resulted from additional liquidated damages assessed under certain agreements as a result of filing a registration

statement outside of the agreed upon filing deadline and recording interest expense on the balance that remains outstanding.

Upon Debt Extinguishment .

We recorded a gain upon debt extinguishment (including accrued interest) of $5,717 for the year ended December

31, 2021 pursuant to the forgiveness of the Payroll Protection Program Loan.

Tax Benefit .

For the year ended December 31, 2022, we recorded a deferred income tax benefit of $1,063 primarily related

to our acquired deferred tax liabilities from an acquisition during the year and change in valuation allowance as of year-end that was,

in part, offset by the book to tax basis differences related to goodwill from certain prior year acquisitions.

For the year ended December

31, 2021, we recorded a deferred income tax benefit of $1,674 primarily related to our acquired deferred tax liabilities from an acquisition

during the year and change in valuation allowance as of year-end that was, in part, offset by the book to tax basis differences related

to goodwill from certain prior year acquisitions.

The increase in interest expense of $6,537 was primarily from additional interest from our debt.

We recorded liquidated damages of $583 for the year ended December 31, 2023, as compared to $1,140 for the year ended December

The decrease of $557 in liquidated damages recorded for the year ended December 31, 2023, is primarily because in 2022 we had

an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline.

For the year ended December 31, 2023, we recorded an income tax provision of $222 primarily related to tax deductible goodwill.

For the year ended December 31, 2022, we recorded

an income tax benefit of $1,063 primarily from our acquired deferred tax liabilities from an acquisition during the year and change

in valuation allowance as of year-end that was, in part, offset by certain previous acquisitions related to tax deductible

further details refer to Note 24, Income Taxes , in our accompanying consolidated financial statements.

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from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and

amortization, (iv) stock-based compensation, (v) change in derivative valuations, (vi) liquidated damages, (vii) gain upon debt

extinguishment, (viii) loss on impairment of assets;

(x) loss on impairment of lease, (ix) loss on lease termination, (xi)

professional and vendor fees, and (xii) employee restructuring payments.

amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii)

loss on impairment of assets, (viii) loss on sale of assets;

(ix) employee retention credit, (x) employee restructuring payments;

and (xi) professional and vendor fees.

non-GAAP Adjusted EBITDA may not be comparable to a similarly titled measure used by other companies, has limitations as an analytical

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which reduces cash available to us;

not reflect deferred income tax benefit or provision, which is a noncash income or expense;

not reflect income tax provision or benefit, which is a noncash income or expense;

not reflect depreciation and amortization expense and, although this is a noncash expense,

the assets being depreciated may have to be replaced in the future, increasing our cash requirements;

● does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;

not reflect the change in derivative valuations and, although this is a noncash income or

expense, the change in the valuations each reporting period are not impacted by our actual

business operations but is instead strongly tied to the change in the market value of our

common stock;

not reflect stock-based compensation and, therefore, does not include all of our compensation

not reflect the change in valuation of contingent consideration and, although this is a noncash

income or expense, the change in the valuations each reporting period are not impacted by

our actual business operations but is instead strongly tied to the change in the market value

of our common stock;

not reflect liquidated damages and, therefore, does not include future cash requirements

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investor would need to agree to);

● does not reflect any gains upon debt extinguishment, which we do not consider in our evaluation of our business operations;

● does not reflect any losses from the impairment of assets, which is a noncash operating expense;

not reflect any losses on impairment of leases, which is a noncash operating expense;

not reflect any losses on termination of our leases, which is a noncash operating expense;

not reflect any losses from the impairment of assets, which is a noncash operating expense;

not reflect any losses from the sale of assets, which is a noncash operating expense

not reflect the employee retention credits recorded by us for payroll related tax credits

under the CARES Act;

not reflect payments related to employee severance and employee restructuring changes for

our former executives;

not reflect the professional and vendor fees incurred by us for services provided by consultants,

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events that are not reflective of our business operations.

not reflect payments related to employee severance, which were a cash expense but are not reflective of our business operations.

following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the

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Interest expense, net (1)

Income tax benefit

Income tax provision (benefit)

Depreciation and amortization (2)

Stock-based compensation (3)

Change in derivative valuations

Change in fair value of contingent consideration (4)

Liquidated damages (5)

Gain upon debt extinguishment (5)

Loss on impairment of assets (6)

Loss on impairment of lease (7)

Loss on lease termination (8)

Loss on sale of assets (7)

Employee retention credit (8)

Employee restructuring expenses (9)

Professional and vendor fees (10)

Employee restructuring payments (10)

Adjusted EBITDA

Interest expense is related to our capital structure and varies over time due to a variety of financing transactions.

Interest expense includes $1,581 and $2,106 for amortization of debt discounts for the year ended December 31, 2022 and 2021,

respectively, as presented in our condensed consolidated statements of cash flows, which are a noncash item.

Investors should note

that interest expense will recur in future periods.

(2) Represents

depreciation and amortization related to our developed technology and Platform included within

cost of revenues of $9,459 and $8,829, for the years ending December 31, 2022 and 2021, respectively,

and depreciation and amortization included within operating expenses of $17,650 and $16,345

expense is related to our capital structure and varies over time due to a variety of financing

transactions.

Interest expense includes $2,378 and $1,581 for amortization of debt discounts

for the years ended December 31, 2023 and 2022, respectively, as presented in our consolidated

statements of cash flows, which are noncash items.

Investors should note that interest expense

will recur in future periods.

(2) Depreciation

and amortization related to our developed technology and Platform is included within cost

of revenue of $8,782 and $9,459, for the years ending December 31, 2023 and 2022, respectively,

and depreciation and amortization is included within operating expenses of $18,924 and $17,650

for the years ending December 31, 2023 and 2022, respectively.

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future revenue generation and should also note that such expense will recur in future periods.

(3) Represents

noncash costs arising from the grant of stock-based awards to employees, consultants and

We believe that excluding the effect of stock-based compensation from Adjusted

EBITDA assists management and investors in making period-to-period comparisons in our operating

performance because (i) the amount of such expenses in any specific period may not directly

correlate to the underlying performance of our business operations, and (ii) such expenses

can vary significantly between periods as a result of the timing of grants of new stock-based

awards, including grants in connection with acquisitions.

Additionally, we believe that excluding

stock-based compensation from Adjusted EBITDA assists management and investors in making

meaningful comparisons between our operating performance and the operating performance of

other companies that may use different forms of employee compensation or different valuation

methodologies for their stock-based compensation.

Investors should note that stock-based

compensation is a key incentive offered to employees whose efforts contributed to the operating

results in the periods presented and are expected to contribute to operating results in future

Investors should also note that such expenses will recur in the future.

(4) Represents

damages (or interest expense related to accrued liquidated damages) we owe to certain of

our investors in private placements offerings conducted in fiscal years 2018 through 2020,

pursuant to which we agreed to certain covenants in the respective securities purchase agreements

and registration rights agreements, including the filing of resale registration statements

and becoming current in our reporting obligations, which we were not able to timely meet.

(5) Represents

a gain upon extinguishment of the Paycheck Protection Program Loan.

(6) Represents our impairment of certain assets that are no longer useful.

(7) Represents

our impairment of certain leased property that is no longer being used.

(8) Represents

our loss related to the surrender and termination of our lease of office space located in

New York based on our decision to no longer lease office space.

(9) Represents

one-time, non-recurring third party professional and vendor fees recorded in connection with

services provided by consultants, accountants, lawyers, and other vendors (these fees are

collectively referred to as “Professional Fees”) related to (i) the preparation

of periodic reports in order for us to become current on our Exchange Act reporting obligations,

(ii) up-list to a national exchange, (iii) contemplated and completed acquisitions, (iv)

public and private offerings of our securities and other financings, and (v) stockholder

disputes and the implementation of our Rights Agreement (the Rights Agreement is further

described in Note 21, Preferred Stock, in our accompanying consolidated financial

table below summarizes the costs defined above that we incurred during fiscal 2022 and 2021:

Years Ended December 31,

Catch-up periodic reports

Mergers and acquisitions

Public and private offerings and other financings

Stockholder disputes and Rights Agreement

(10) Represents

severance payments to our former Chief Executive

Officer for the years ending December 31, 2022 and 2021.

(3) Stock-based

compensation represents noncash costs arise from the grant of stock-based awards to employees,

consultants and directors.

We believe that excluding the effect of stock-based compensation

from Adjusted EBITDA assists management and investors in making period-to-period comparisons

in our operating performance because (i) the amount of such expenses in any specific period

may not directly correlate to the underlying performance of our business operations, and

(ii) such expenses can vary significantly between periods as a result of the timing of grants

of new stock-based awards, including grants in connection with acquisitions.

Additionally,

we believe that excluding stock-based compensation from Adjusted EBITDA assists management

and investors in making meaningful comparisons between our operating performance and the

operating performance of other companies that may use different forms of employee compensation

or different valuation methodologies for their stock-based compensation.

Investors should

note that stock-based compensation is a key incentive offered to employees whose efforts

contributed to the operating results in the periods presented and are expected to contribute

to operating results in future periods.

Investors should also note that such expenses will

recur in the future.

in fair value of contingent consideration represents the change in the put option on our

common stock in connection with the acquisition of Fexy Studios.

(5) Liquidated

damages (or interest expense related to accrued liquidated damages) represents amounts we

owe to certain of our investors in private placements offerings conducted in fiscal years

2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities

purchase agreements and registration rights agreements, including the filing of resale registration

statements and becoming current in our reporting obligations, which we were not able to timely

on impairment of assets represents certain assets that are no longer useful.

on sale of assets represents non-recurring losses for sale of assets.

retention credit represents payroll related tax credits under the CARES Act.

restructuring payments represents severance payments to employees under employer restructuring

arrangements and payments to our former Chief Executive Officer for the years ended December

31, 2023 and 2022, respectively.

(10) Professional

and vendor fees represents fees that are nonrecurring in connection with the Business Combination

resulting in a change of control, including fees incurred by consultants, accountants, lawyers,

and other vendors.

Accounting Policies and Estimates

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

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

We believe the following critical accounting policies

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

Actual results may differ from

these estimates under different assumptions or conditions.

elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.

We believe the following critical accounting

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

Actual results may

differ from these estimates under different assumptions or conditions.

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

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and because we are also the primary obligor responsible for providing the services to the customer.

Cost of revenues is presented as

a separate line item in the statement of operations.

Cost of revenue is presented as

a separate line item on the consolidated statements of operations.

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

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We enter into contracts with advertising networks to serve

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

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

Although reported advertising transactions

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

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

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

Standards Board (“FASB”) ASC Topic 350, Intangibles – Goodwill and Other .

ASC Topic 350 requires that costs

incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that

certain costs incurred in the application development stage of a project be capitalized.

the years presented, substantially all of our technology expenses are development costs for our Platform that were expensed as incurred

or capitalized as intangible costs.

Technology costs are expensed as incurred or in accordance with applicable guidance that requires

costs incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred

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

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

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

We adopted ASU 2017-04 (as

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

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

We operate as one reporting unit, therefore,

the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to its carrying

We have elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of

our single reporting unit is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative

goodwill impairment test.

If we determine that it is more likely than not that our fair value is less than its carrying amount, then

the quantitative goodwill impairment test will be performed.

The quantitative goodwill impairment test identifies goodwill impairment

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

carrying amount.

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

otherwise, any excess of the goodwill

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

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

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

(no warrants were issued during the years ended December 31, 2022, 2021 or 2020) (as further described in Note 23, Stock-Based Compensation,

in our accompanying consolidated financial statements), and (d) common stock warrants to ABG (as further described in Note 23, Stock-Based

Compensation, in our accompanying consolidated financial statements).

accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors

We operate as one reporting

unit, therefore, the impairment test is performed at the consolidated entity level.

Recoverability of goodwill is determined by comparing

the fair value of our reporting unit to the carrying value of the underlying net assets in the reporting unit.

If the fair value of our

reporting unit is determined to be less than the carrying value of our net assets, goodwill is deemed impaired, and an impairment loss

is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and

the fair value of our other assets and liabilities.

We provide stock-based compensation in the form of (a) stock awards

to employees and directors, comprised of restricted stock awards and restricted stock units, (b) stock option grants to employees, directors

and consultants, (c) common stock warrants to Publisher Partners (no warrants were issued during the years ended December 31, 2022 or

2021), and (d) common stock warrants to ABG (all as further described in Note 22, Stock-Based Compensation, in our accompanying

consolidated financial statements).

account for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain directors

and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense our consolidated

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and (5) ABG warrants are determined utilizing the Monte Carlo model.

(as further described in Note 23, Stock-Based Compensation, in our accompanying consolidated financial statements).

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

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

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

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

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

Estimated volatility

prior to the Up-List (as described below), was based on the historical volatility of our common stock and is evaluated based upon market

comparisons, thereafter, by evaluating the average historical volatility of a group of peer companies that are publicly traded.

The risk-free

interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair market value of common stock is determined

by reference to the quoted market price of our common stock.

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.

volatility was determined under the (1) “Probability Weighted Scenarios” where one scenario assumes that our 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 our 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 our common stock was evaluated based upon market comparisons;

“Up-list Scenario” where our estimated volatility is based on evaluating the average historical volatility of a group of

peer companies that are publicly traded after we up-listed to the NYSE American.

was determined under the (1) “Probability Weighted Scenarios” (prior to our reverse stock split on February 8, 2022) where

one scenario assumes that our 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 our 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 our common stock was evaluated

based upon market comparisons;

and the (2) “Up-list Scenario” (after our reverse stock split on February 8, 2022) where our

estimated volatility is based on evaluating the average historical volatility of a group of peer companies that are publicly traded after

we up-listed to the NYSE American.

The risk-free interest rate is based on the U.S.

yield curve in effect at the time of grant.

The fair market value of common stock is determined by reference to the quoted market price

of our common stock.

We have 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.

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

cash compensation cost is classified.

Treasury yield curve in effect at the time of grant.

The fair market value of common stock is determined by reference to the quoted market price of our common stock.

have 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.

We classify stock-based compensation cost on our consolidated statements

of operations in the same manner in which the award recipient’s cash compensation cost is classified.

Issued Accounting Pronouncements

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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 7. Management’s Discussion and Analysis