What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 1403 added, 1560 removed, 1546 unchanged (66% 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 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.

our disclosure controls and procedures as of December 31, 2023.

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.

Remediation of the Previously Reported Material

Weaknesses in Internal Control Over Financial Reporting

A 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As reported in Part

II, Item 9A to our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023, we did not maintain

effective internal control over financial reporting because of the material weaknesses described below.

Specifically, in preparing our

financial statements for the year ended December 31, 2022, we identified the following control deficiencies that constituted

material weaknesses in our internal control over financial reporting as of December 31, 2022:

(i) 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.

material weaknesses were remedied in fiscal 2023 by (i) implementing new permissions and approval requirements in our change

management process in our systems previously identified with inadequate segregation of duties and (ii) obtaining, reviewing, and

mapping a System and Organization Controls – SOC 1 Type 2 report from third party service providers for the effectiveness of

third party controls relevant to our internal control over financial reporting, including validation of impression data, and

implementing compensating management controls to further validate non-Google impressions data provided by certain third party

service providers.

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

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

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.

Based on the above evaluation, our management concluded that our internal control over

financial reporting was effective as of December 31, 2023.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

in Internal Control over Financial Reporting

Except as described above under “Remediation of the Previously Reported Material Weaknesses in Internal Control

Over Financial Reporting,” 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) that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

under the Exchange Act) that occurred during quarter ended December 31, 2023 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

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Other Information

December 29, 2023, we failed to make the interest payment due pursuant to the Third A&R NPA (as defined in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Secured

Notes”) in the amount of approximately $2.8 million, resulting in an event of default under the Arena Notes.

On January 5, 2024,

we entered into a forbearance agreement (the “Forbearance Agreement”) with Renew Group Private Limited, the lender under

the Third A&R NPA, pursuant to which Renew agreed to a forbearance period through March 29, 2024, while reserving its rights and

On March 27, 2024, the forbearance period was extended 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.

The outstanding principal

on the Arena Notes was approximately $110.7 million as of December 31, 2023 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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information required under this item is incorporated herein by reference to our proxy statement for our 2024 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

summary of our securities authorized for issuance under equity compensation plans as of December 31, 2022 is as follows:

Compensation Plan Information

Plan Category

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

Weighted Average Exercise Price of Outstanding

Options, Warrants and Rights

Number of Securities Remaining Available

for Future Issuance

Under Equity Compensation Plans

(Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Adopted Without Approval of Security Holders

Partner Warrant Program

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,

directors, and employees to provide equity incentive in exchange for consideration in the form of services to us.

The Outside Options

are exercisable for shares of our common stock.

The Outside Options either vest upon the passage of time or are tied to the achievement

of certain performance targets.

On January 8, 2021, our Board approved an amendment to the Outside Option award grants, which eliminated

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

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 $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

to be filed with the SEC not later than 120 days after December 31, 2023.

Certain Relationships and Related Transactions, and Director Independence

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Financial Statement Schedules .

Reference is made to the Financial Statements filed under Item 8, Part II of this Annual Report.

Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2023 and

Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.

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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.

Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.

Amendment No.

1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023.

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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Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.

Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No.

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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.

of Bridge Notes.

Form of Bridge Notes.

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

Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Description of Securities.

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Amendment No.

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

5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on March 31, 2023.

Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2023.

Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.

Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders.

which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between 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 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Amendment No.

3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B.

Smith, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc.

and 5-Hour International Corporation Pte.

, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.

Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc.

and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 7, 2023.

Amendment No.

2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between 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 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023.

Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B.

Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 5, 2023.

Forbearance Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024.

Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2024.

Forbearance Letter between

the Company and Renew Group Private Limited dated as of March 27 ,

Subsidiaries of the Arena Group Holdings, Inc.

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Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

Clawback Policy of Arena Group Holdings, Inc .

Extension Schema Document.

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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.

certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Exchange Act.

schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Registrant agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

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

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See Item 15(a) above.

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

Report on Form 10-K

of Qualifying Accounts

Ended December 31, 2023 and 2022

in thousands)

Allowance for doubtful accounts receivable

Valuation allowances for deferred tax assets

Allowance for doubtful accounts receivable

Valuation allowances for deferred tax assets

Form 10–K Summary

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Arena Group Holdings, Inc.

March 31, 2023

ROSS LEVINSOHN

Executive Officer and Chairman of the Board

April 1, 2024

CAVITT RANDALL

Executive Officer

Financial Officer

Executive Officer)

Financial Officer

SPIROS CHRISTOFORATOS

Christoforatos

Accounting Officer

Accounting Officer)

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

Financial and Accounting Officer)

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

Smith, jointly and severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,

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

ROSS LEVINSOHN

CAVITT RANDALL

Executive Officer and Chairman of the Board

Executive Officer)

March 31, 2023

Financial Officer

April 1, 2024

Financial Officer

March 31, 2023

SPIROS CHRISTOFORATOS

Accounting Officer

Christoforatos

Accounting Officer)

March 31, 2023

Financial and Accounting Officer)

April 1, 2024

CHRISTOPHER PETZEL

March 31, 2023

DANIEL SHRIBMAN

March 31, 2023

April 1, 2024

CHRISTOPHER FOWLER

April 1, 2024

Arena Group Holdings, Inc.

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

the Shareholders and Board of Directors of

Arena Group Holdings, Inc.

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on the Financial Statements

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

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

and Subsidiaries (the “Company”)

as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficiency and cash flows for

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Company as of December 31, 2023 and 2022, 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.

ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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.

fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and may need to restructure its debt 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.

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.

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financial statements based on our audits.

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

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.

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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.

As part 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.

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

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Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

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statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

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

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

assumptions with limited observable market information was used to calculate the value and was sensitive to possible changes to key assumptions,

(i) forecasted revenue growth rates, (ii) forecasted earnings before interest, tax, depreciation, and amortization (EBITDA)

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

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.

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2019.

Angeles, California

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

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

April 1, 2024

ARENA GROUP HOLDINGS, INC.

23 unchanged sentences

Subscription refund liability

Operating lease liabilities

Operating lease liability

Contingent consideration

Liquidated damages payable

Current portion of long-term debt

Total current liabilities

Unearned revenue, net of current portion

Operating lease liabilities, net of current portion

Operating lease liability, net of current portion

Liquidating damages payable, net of current portion

1 unchanged sentence

Deferred tax liabilities

Long-term debt, net of current portion

Total liabilities

10 unchanged sentences

Series H shares issued and outstanding:

14,356 and 15,066 ;

none and 14,356 ;

common shares issuable upon conversion:

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

none and 1,981,128 at December 31, 2023 and 2022, respectively

Total mezzanine equity

Stockholders’ deficiency:

Common stock, $ 0.01

par value, authorized 1,000,000,000

Common stock, $ 0.01 par value, authorized 1,000,000,000 shares:

issued and outstanding;

and 12,635,591

shares December 31, 2022 and 2021, respectively

23,836,706 and 18,303,193 shares December 31, 2023 and 2022, respectively

Common stock to be issued

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS

Years Ended December 31,

6 unchanged sentences

Loss on impairment of assets

Loss on impairment of lease

Loss on termination of lease

Loss on sale of assets

Total operating expenses

Loss from operations

Other (expenses) income

Change in valuation of warrant derivative liabilities

Other expenses

Change in valuation of contingent consideration

Interest expense, net

Liquidated damages

Gain upon debt extinguishment

Total other expenses

Loss before income taxes

Income tax benefit

Income tax (provision) benefit

Loss from continuing operations

6 unchanged sentences

accompanying notes to consolidated financial statements

THE ARENA GROUP HOLDINGS, INC.

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

2 unchanged sentences

Stockholders’

in thousands, except share data)

at January 1, 2023

balance, value

of common stock for restricted stock units

stock withheld for taxes

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

$ ( 323,071 )

of common stock in connection with registered direct offering

of common stock upon conversion of series H convertible preferred stock

of common stock in connection with the acquisition of Fexy Studios

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 common stock in connection with public offering

of common stock for restricted stock units

stock withheld for taxes

of common stock upon exercise of stock options

balance, value

of common stock in connection with acquisition

Reclassification

to liability upon modification of common stock option

upon forgiveness of liquidated damages with principal stockholder

at December 31, 2023

$ ( 378,653 )

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2022

Common Stock to be Issued

Stockholders’

in thousands, except share data)

Balance at January 1, 2021

at January 1, 2022

$ ( 252,213 )

Beginning balance, value

$ ( 252,213 )

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

of common stock upon conversion of series H preferred stock

of stock in connection with acquisitions

of stock in connection with the merger of Say Media

of common stock in connection with professional services

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 in connection with the exercise of stock options

of common stock for restricted stock units

stock withheld for taxes upon issuance of underlying shares for restricted stock units

restricted stock awards in connection with HubPages merger

of common stock in connection with public offering

at December 31, 2022

$ ( 323,071 )

Ending balance, value

$ ( 323,071 )

2 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

Years Ended December 31,

5 unchanged sentences

Amortization of debt costs

Noncash and accrued interest

Loss on impairment of assets

Loss on impairment of lease

Loss on termination of lease

Change in valuation of warrant derivative liabilities

Loss on sale of assets

Change in valuation of contingent consideration

Liquidated damages

Gain upon debt extinguishment

Accrued and noncash converted interest

Stock-based compensation

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Subscription refund liability

Operating lease liabilities

Operating lease liability

Other long-term liabilities

3 unchanged sentences

Capitalized platform development

Proceeds from sale of assets

Proceeds from sale of equity investment

3 unchanged sentences

Proceeds from bridge notes, net of debt costs

Proceeds from long-term debt

Payments of long-term debt

2 unchanged sentences

Payments of issuance costs from common stock public offering

Proceeds from common stock private placement

Payments of issuance costs from common stock private placement

Payments of debt issuance costs

Proceeds from exercise of common stock options

3 unchanged sentences

Net cash provided by financing activities

Net increase in cash, cash equivalents, and restricted cash

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

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

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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 upon conversion of Series H convertible preferred stock

Issuance of common stock in connection with settlement of liquidated damages

2 unchanged sentences

Assumption of liabilities in connection with acquisitions

Reclassification to liability upon common stock modification

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TO CONSOLIDATED FINANCIAL STATEMENTS

in thousands, unless otherwise stated)

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(formerly known as Maven Coalition, Inc.), and HubPages, Inc.

(“HubPages”), a Delaware corporation that was acquired by the Company in a merger during 2018, were merged into another of

the Company’s wholly owned subsidiaries, Say Media, Inc.

(“Say Media”), a Delaware corporation that was acquired by

the Company in a merger during 2018, with Say Media as the surviving corporation.

On January 6, 2020, Say Media changed its name to The

Arena Platform, Inc.

(“HubPages”), which was acquired by the Company in a merger during 2018, were merged into another of the Company’s

wholly owned subsidiaries, Say Media, Inc.

(“Say Media”), which was acquired by the Company in a merger during 2018, with

Say Media as the surviving corporation.

On January 6, 2020, Say Media changed its name to The Arena Platform, Inc.

(“Arena Platform”).

As of December 31, 2022, the Company’s wholly owned subsidiaries consist of

The Arena Platform, The Arena Media Brands, LLC (“Arena Media”) (formerly known as Maven Media Brands, LLC) formed during

2019 as a wholly owned subsidiary of The Arena Group), TheStreet, Inc.

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

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

As of December 31, 2023, the Company’s wholly owned subsidiaries consist of The Arena Platform, The Arena Media Brands, LLC (“Arena

Media”) (formerly known as Maven Media Brands, LLC) formed during 2019 as a wholly owned subsidiary of The Arena Group), TheStreet,

(“TheStreet” acquired by the Company in a merger during 2019), College Spun Media Incorporated (“The Spun”

acquired by the Company in a merger during 2021) and Athlon Holdings, Inc.

(“Parade” acquired by the Company in a merger

during 2022 as further described in Note 4).

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

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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.

February 8, 2022, 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.

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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

businesses with the objective of augmenting the Company’s position in key verticals and optimizing the performance of the Publisher

Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated

with their content.

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

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 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

analysis for individual investors.

TheStreet brings its editorial tradition, strong subscription platform, and valuable membership base

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

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.

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 media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital

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

The Company’s strategy

is to focus on key subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) 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 for

its media publisher partners (each, a “Publisher Partner”).

The Company’s focus is on leveraging its Platform and brands

in targeted verticals to maximize audience reach, enhance 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 owns and operates TheStreet, The Spun, Parade, and Men’s Journal and powers

more than 320 independent Publisher Partners, including the many sports team sites that comprise FanNation.

Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing

the performance of the Publisher Partner.

Publisher Partners incur the costs in content creation on their respective channels and receive

a share of the revenue associated with their content.

Because of the state-of-the-art technology and large scale of the Platform and

our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually

benefit from our ongoing technological advances and audience development expertise.

Additionally, we believe the lead brands within our

verticals create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

Company developed the Platform, a proprietary online publishing platform that provides its owned and operated media businesses, Publisher

Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content

to its owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through

tools and services provided by it.

The Company has also developed proprietary advertising technology, techniques and relationships that

allow it, its Publisher Partners, and its Expert Contributors to monetize editorially focused online content through various display

and video advertisements and tools and services for driving a subscription or membership based business and other monetization services

(the “Monetization Solutions” and, together with the Platform, the “Platform Services”).

The Company’s

Platform offers audiences bespoke content with optimized design and page construction.

Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning

content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business

in an entirely cloud-based suite of services.

The Company’s software engineering and product development teams are experienced

at delivering these services at scale.

The Company continues to develop the Platform software by combining proprietary code with components

from the open-source community, plus select commercial services as well as identifying, acquiring, and integrating other platform technologies

where it sees unique long-term benefits to it.

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

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a working capital deficit of $ 145,622 .

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

prior year amounts have been reclassified to conform to current period presentation.

These reclassifications were immaterial, both individually

and in aggregate.

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

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 its obligations when due.

Also, since the

Company’s 2023 Notes (see Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (see Note 19)

(collectively “its current debt”) are subject 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 (as further described in Note 28) unless the Company is

able to refinance or modify the terms of its current debt it runs the risk that its debt could be called, therefore, it may not be able to meet its

obligations when due.

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 modify its current debt.

Company plans to refinance or modify the maturities of its current debt and complete the Business Combination to alleviate the

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

the Business Combination.

Summary of Significant Accounting Policies

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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 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

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

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.

in the global economy presents significant risks to the Company’s business.

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 the Company’s business.

While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the

ultimate extent of the impact on its 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 the Company’s control and could exist for an

extended period of time.

As a result, the Company is subject to continuing risks and uncertainties.

December 1, 2023, B.

Riley FBR, Inc.

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publicly traded financial services company (“B.

Riley”), has been instrumental in providing investment banking services to

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

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).

Riley”) that was instrumental in providing investment banking services to

the Company and in raising debt and equity capital for the Company, and Renew Group Private Limited (“Renew”) entered into

agreement where Renew purchased $ 110,691

in aggregate principal amount of the notes outstanding

Riley, including the 2023 Notes (as described in Note 18), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes

(as described in Note 19), which constitute all of the notes outstanding with B.

Riley and also assumed the role of agent under the Note

Purchase Agreement, as further described in Note 26.

The indirect owner of Renew also has an indirect non-controlling interest in Simplify

Inventions, LLC (“Simplify”), a principal stockholder (as further described in Note 26).

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

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to the customer.

Cost of revenues is presented as a separate line item on the statements 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 the Company generates revenue:

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

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.

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

of Satisfaction of Performance Obligations

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following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

Schedule of Disaggregation of Revenue

Ended December 31,

subscriptions

and syndication revenue

digital revenue

of Disaggregation of Revenue

Years Ended December 31,

Revenue by category:

Digital revenue

subscriptions

Digital advertising

Digital subscriptions

Licensing and syndication revenue

Other digital revenue

Total digital revenue

Print revenue

by geographical market:

by timing of recognition:

point in time

Print advertising

Print subscriptions

Total print revenue

Total revenue

Revenue by geographical market:

United States

Total revenue

Revenue by timing of recognition:

At point in time

Total revenue

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

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payroll and related expenses for customer support, technology maintenance;

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

fees paid for data analytics and to

other outside service providers;

and stock-based compensation of related personnel (as described in Note 22).

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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 ( further details are

provided under the heading Subscription Acquisition Costs ).

A contract liability is recognized when

consideration is received from the customer prior to the transfer of goods or services.

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 consideration is received from the customer prior

to the transfer of goods or services.

following table provides information about contract balances:

Schedule of Contract with Customer, Asset and Liability

of December 31,

revenue (short-term contract liabilities):

of Contract with Customer, Asset and Liability

As of December 31,

Unearned revenue (short-term contract liabilities):

Digital revenue

Print revenue

Total short-term contract

revenue (long-term contract liabilities):

Unearned revenue (long-term contract liabilities):

Digital revenue

Print revenue

Total long-term contract

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from unearned revenue at the beginning of the year.

January of 2020, February of 2020 and December of 2021, the Company modified certain digital and print subscription contracts that prospectively

January 2020, February 2020 and December 2021, the Company modified certain digital and print subscription contracts that prospectively

changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the “Contract Modifications”).

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following table reconciles total cash, cash equivalents, and restricted cash:

Schedule of Cash and Restricted Cash

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

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, 2023 and 2022, the Company had restricted cash of $ 0 and $ 502 , which served as collateral for certain credit card merchant

accounts with a bank.

Receivable and Allowance for Doubtful Accounts

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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, 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.

Accounts receivable have been

reduced by an allowance for doubtful accounts.

The Company maintains the allowance for estimated losses resulting from the inability

of the Company’s customers to make required payments.

The allowance represents the current estimate of lifetime expected credit

losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when

The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical

levels of credit losses, and future expectations.

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, 2023 and 2022 of $ 44,811 and $ 33,950 , respectively,

are presented net of allowance for doubtful accounts.

following table summarizes the allowance for doubtful accounts activity:

of Allowance For Doubtful Accounts

Years Ended of December 31,

Allowance for doubtful accounts beginning of year

Deductions - write-offs

Allowance for doubtful accounts end of year

Acquisition Costs

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.

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

The Company has elected to apply the practical expedient to amortize these costs at the portfolio level.

commissions paid to third party agents are amortized as the magazines are sent to the subscriber on an issue-by-issue basis.

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 $ 38,112 and $ 37,190 for the years ended December 31, 2023 and 2022, respectively, are included within

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revenue that has not yet been recognized.

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.

current portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 29,706 and $ 25,931 , respectively.

The noncurrent

portion of the subscription acquisition costs as of December 31, 2023 and 2022 was $ 7,215 and $ 14,133 , respectively.

Subscription acquisition

costs as of December 31, 2023 presented as current assets of $ 29,706 are expected to be amortized over a one-year period, or through

December 31, 2024, and presented as long-term assets of $ 7,215 are expected to be amortized after the one-year period ending December

Concentrations

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While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off

any significant accounts to date.

any material accounts to date.

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

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.

Revenue from significant customers

as a percentage of the Company’s total revenue represent approximately 10.0 % from a customer for the year ended December 31,

Revenue from significant customers as a percentage of the Company’s total revenue represent 13.9 %

from a customer for the year ended December 31, 2022.

Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited.

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the years ended December 31, 2023, and 2022, respectively.

Company has lease arrangements for certain equipment and its offices.

Company has lease arrangements for its offices.

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

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and Equipment

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

and repairs are charged to expense as incurred.

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

of operations when realized.

Depreciation and amortization are provided using the straight-line method over the following estimated useful

Schedule of Depreciation and Amortization, Useful Lives of Assets

equipment and computers

and equipment is stated at cost less accumulated depreciation.

Maintenance and repairs are charged to expense as incurred.

losses from disposition of property and equipment are included on the consolidated statements of operations when realized.

Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

of Depreciation and Amortization, Useful Lives of Assets

Office equipment and computers

Furniture and fixtures

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

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Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are

incurred for certain capitalized platform development projects related to the Company’s technology platform.

The Company’s

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

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

incurred for certain capitalized platform development projects related to the Platform.

The Company’s policy with respect to capitalized

internal labor stipulates that labor costs for employees working on eligible internal use capital projects are capitalized as part of

the historical cost of the project when the impact, as compared to expensing such labor costs, is material.

development costs are amortized on a straight-line basis over three years, which is the estimated useful life of the related asset and

is recorded in cost of revenues on the consolidated statements of operations.

is recorded in cost of revenue on the consolidated statements of operations.

Company accounts for business combinations using the acquisition method of accounting.

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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

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

economic lives of the assets.

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

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.

costs 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.

Company incurred liquidated damages 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

and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account

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, 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 ,

respectively, which are included within selling and marketing on the consolidated statements of operations.

and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management

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

The 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, 2023 and 2022, the Company incurred advertising expenses

of $ 4,372 and $ 5,987 , respectively, which are included within selling and marketing on the consolidated statements of operations.

and Administrative

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Financial Instruments

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

Company accounts for freestanding contracts that are settleable in the Company’s equity securities, including the put option

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

A contract so

designated is 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, with no impact on cash flows.

the date of settlement of a freestanding equity contract, the pro rata fair value of the related liability is transferred to additional

paid-in capital.

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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, 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

(no warrants were issued during the year ended December 31, 2022) (further details are provided under the headings Publisher Partner

Warrants and New Publisher Partner Warrants in Note 22), and (d) common stock warrants to ABG (further details are provided

under the heading ABG Warrants in Note 22).

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stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged

to operations when the performance condition is satisfied or over the service.

to operations when the performance condition is satisfied or over the service period.

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

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utilizing the Monte Carlo model (further details are provided in Note 22).

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

Estimated volatility was determined under the (1) “Probability

Weighted Scenarios” (prior to the reverse stock split on February 8, 2022) 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

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

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.

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.

Treasury yield curve in effect at the time

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.

The 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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Schedule of Net Income (Loss) Per Common Share

of December 31,

G Preferred Stock

H Preferred Stock

Partner Warrants

stock options

As of December 31,

Series G Preferred Stock

Series H Preferred Stock

Financing Warrants

AllHipHop Warrants

Publisher Partner Warrants

Restricted stock awards

Restricted stock units

Common stock options

Accounting Pronouncements

Adopted Accounting Standards

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which updates various codification topics to simplify the

accounting guidance for certain financial instruments with characteristics of liabilities and equity, with a specific focus on convertible

instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted 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

(Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF),

to provide explicit guidance on accounting by issuers for modifications or exchanges of freestanding equity-classified written call

options that remain equity classified after the modification or exchange.

On January 1, 2022, the Company adopted ASU 2021-04 with no

material impact to its 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

from Contracts with Customers , which requires an acquirer to account for revenue contracts acquired in a business combination in

accordance with Topic 606 as if it had originated the contracts.

The acquirer may assess how the acquiree applied Topic 606 to determine

what to record for the acquired contracts.

This update should lead to recognition and measurement consistent with what’s reported

in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with GAAP.

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.

March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments-Credit Losses(Topic

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.

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 was adopted on January 1,

The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.

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):

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of this new accounting standard will have on its consolidated financial statements.

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure

Update and Simplification Initiative , which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification

(“Codification”).

The amendments are expected to clarify or improve disclosure and presentation requirements of a variety

of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities

that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

ASU 2023-06 will become effective for each amendment on the effective date of the SEC’s corresponding disclosure rule changes.

The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which will require

the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for

reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid

disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

The provisions

of ASU 2023-09 are effective for annual periods beginning after December 15, 2024;

early adoption is permitted using either a prospective

or retrospective transition method.

The Company expects ASU 2023-09 to require additional disclosures in the notes to 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

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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.

discontinued operations of Parade Print also included Relish and Spry Living print products that were acquired as part of the Parade

Further information is provided under the heading Supplemental Pro Forma Information in Note 4.

the year ended December 31, 2022, the Company recorded depreciation and amortization of $ 0 ;

and operating and investing noncash items of $ 209 and $ 0 , respectively, as part of the discontinued operations.

and operating and investing noncash items

of $ 209 and $ 0 , respectively, as part of the discontinued operations.

Acquisitions and Dispositions

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.

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 .

– On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., (“Teneology”)

pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets;

Moveable Feast media business, including digital and television assets;

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

(1) $ 500 cash paid at closing (including an advance payment of $ 250 prior to closing);

(2) $ 75 deferred 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 (not paid in January 2024, further details

are provided under the heading Fexy Put Option in Note 28);

and (4) the issuance of 274,692 shares of the Company’s common

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

based on an independent appraisal);

and which is subject to a put option under certain conditions (the “contingent consideration”)

(as further described below in Note 17).

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 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.

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).

The agreement also provided for a cash retention pool for certain employees of $ 300 ,

subject to vesting over three years upon continued employment and other conditions.

composition of the purchase price is as follows:

of Composition Preliminary Assets Purchase Price

Contingent consideration

Deferred cash payments, as discounted

Total purchase consideration

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 $ 99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

acquisition-related expenses were recorded in general and administrative expenses 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:

of Preliminary Assets Purchase Price Allocation

Advertiser relationships

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 valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method

of the income approach.

The estimated useful life is fifteen years ( 15.0 years) for the advertiser relationships and twelve years ( 12.0

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.

The Company expects $ 1,678 of goodwill to 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 Teneology.

The Company has determined, based on the information provided by Teneology 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 Teneology 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 Teneology was unable to comply with this request;

and (2) the presentation of the pro forma results

and the assumptions made by Teneology management were unable to be independently substantiated.

November 17, 2023, the Company sold certain assets related to one of Parade’s business components known as Athlon Outdoors for

cash proceeds of $ 1,061 ($ 1,000 sale price (with a target working capital of $ 272 ) plus a preliminary working capital adjustment of $ 61 ),

as further reduced by a final working capital adjustment of $ 153 , as reflected in accrued expenses and other on the consolidated balance

sheets, resulting in a final sale price of $ 908 .

In connection with the sale, the Company disposed of certain advertiser relationships

and trade name relating to that business component with a carrying value of $ 639 and $ 172 , respectively, along with the accounts receivable

and accounts payable of the business component of $ 453 and $ 31 , respectively, resulting in a recognized loss on sale of assets of $ 325

as reflected on the consolidated statements of operations.

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 $ 15,854 , 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 27).

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.

Certain of 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:

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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 .

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

of Composition of Purchase Price

Deferred cash payments, as discounted

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date of the acquisition based upon their respective fair values as summarized below:

Summary of Price Allocation for Acquisition

of Purchase Price Allocation

Accounts receivable

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for trade names.

excess purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from

the acquisition.

excess purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the

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.

portion of the goodwill related to the acquisition will be deductible for tax purposes.

Pro Forma Information

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of Supplemental Proforma Information

Years Ended December 31,

December 31, 2022

Parade continuing operations from acquisition date of April 1, 2022 (unaudited):

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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.

if the acquisition had occurred at the beginning of the Company’s reporting period and does not reflect the discontinued operations

of Parade Print that was acquired on April 1, 2022 (as part of the Parade acquisition).

adjustments for the year ended December 31, 2022 of ($1,940), represents adjustments:

(1) to record depreciation and amortization expense

related to the fixed and intangible assets acquired from the acquisition of ($864);

(2) to reverse the nonrecurring transaction cost

related to the acquisition of $200;

and (3) to reverse the deferred tax benefit related to the acquisition of ($1,276).

Groupe, LLC – On September 27, 2022, the Company entered into an asset purchase agreement with Buffalo Groupe, LLC, doing business

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Media, LLC – On December 15, 2022 (the closing date), pursuant to an asset purchase agreement entered into December 7, 2022,

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

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.

The Company 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.

(i) $ 23,000 paid at closing;

(ii) $ 1,000 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

The Company also assumed certain liabilities consisting of:

(i) $ 1,430 an

assumed lease obligation, as discounted (representing $ 3,189

(i) $ 2,676 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.

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;

and (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

Men’s Journal

operates in the United States.

Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition

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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:

connection with the acquisition of Men’s Journal, the Company received a final valuation report during the quarterly period

ended September 30, 2023 from a third party valuation firm after the preliminary purchase price was determined.

After considering

the results of the final valuation report, the Company estimated that the purchase consideration increased by $ 1,246

as a result of an increase in the fair value of the assumed lease obligation with an offset recorded to goodwill (see Note

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

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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.

The Company expects $ 12,299 of goodwill to be deductible for tax purposes.

Pro Forma Information

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(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

(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 working capital adjustments), and (ii) $ 500

to be paid on the first anniversary of the closing ($ 500

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.

composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Deferred cash payments, as discounted

Total purchase consideration

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.

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

date of the acquisition based upon their respective fair values as summarized below:

Summary of Price Allocation for Acquisition

Accounts receivable

Other current assets

Accrued expenses

Deferred tax liabilities

Net assets acquired

Company utilized an independent appraisal 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 brand name was determined by projecting

the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital and the assembled

workforce) to compute the excess cash flows associated with the brand with a useful life of ten years ( 10.0 years).

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.

No portion of the goodwill will be deductible for tax purposes.

Fantasy Sports, LLC – On July 15, 2021, the Company entered into an asset purchase agreement with Fulltime Fantasy Sports,

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:

(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:

Schedule of Preliminary Purchase Price

Cash (including $ 35 of transaction related costs)

Restricted stock

Deferred cash payments

Deferred restricted stock

Total purchase consideration

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).

Prepayments and Other Current Assets

and other current assets are summarized as follows:

Schedule of Prepayments and Other Current Assets

of Prepayments and Other Current Assets

As of December 31,

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Prepaid supplies

Prepaid software license

Refundable income and franchise taxes

Unamortized debt costs

Employee retention credits

Other receivables

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.

the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions

of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria.

The Company determined

that it qualifies for the tax credit under the CARES Act.

In connection with the CARES Act, the Company adopted a policy to recognize

the employee retention credit when earned and to offset the credit against the related expenditure.

During the year ended December 31,

2023, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $ 6,868 in operating expenses

on the consolidated statements of operations with a corresponding receivable included in prepaid expenses and other current assets on

the consolidated balance sheets for the respective periods.

During the year ended December 31, 2023, the Company received $ 4,400 in employee

retention credits and has a receivable balance remaining of $ 2,468 as of December 31, 2023.

Property and Equipment

and equipment are summarized as follows:

Schedule of Property and Equipment

of Property and Equipment

As of December 31,

1 unchanged sentence

Furniture and fixtures

Property and equipment, Gross

Gross property and equipment

Less accumulated depreciation and amortization

Net property and equipment

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.

and amortization expense for the years ended December 31, 2023 and 2022 was $ 352 and $ 539 , respectively.

Impairment charges for property

and equipment for the years ended December 31, 2023 and 2022 of $ 55 and $ 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, 2023.

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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:

The Company’s current operating lease

has a remaining fixed payment term of 0.75 years.

table below presents supplemental information related to the operating lease:

of Supplemental Information Related to Operating Leases

1 unchanged sentence

Operating lease costs during the year (1)

Cash payments included in the measurement of operating lease liabilities during the year

Operating lease liabilities arising from obtaining lease right-of-use assets during the year

Cash payments included in the measurement of operating lease liability during the year

Weighted-average remaining lease term (in years) as of year-end

Weighted-average discount rate during the year

(1) Operating lease costs is presented net of sublease income that is not

(1) Operating lease

costs is presented net of sublease income that is not material.

Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining

the present value of future payments since the implicit rate for most of the Company’s leases is not readily determinable.

the present value of future payments since the implicit rate for the Company’s lease is not readily determinable.

lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption,

4 unchanged sentences

Operating lease costs:

Cost of revenue

Selling and marketing

General and administrative

2 unchanged sentences

Total operating lease costs

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.

(1) Includes certain

costs associated with a business membership agreement (see below) that permits access to certain office space for the years ended December

31, 2023 and 2022 of $ 620 and $ 668 , respectively, and month-to-month lease arrangements for the years ended December 31, 2023 and 2022

of $ 396 and $ 320 , respectively.

of the operating lease liability as of December 31, 2023 are summarized as follows:

of Maturity of Lease Liabilities

Years Ending December 31,

Minimum lease payments - 2024

4 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 .

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;

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 , 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.

Agreement – The Company has entered into agreements to sublease certain space that it does not occupy, through the duration

of the lease terms, with one sublease through September 2024 and two other subleases through March 2024.

As of December 31, 2023, the

Company is entitled to receive total sublease income of $ 537 .

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 initial term of the agreement with Convene was

through December 31, 2023, with provisions for renewals.

The Company terminated the arrangement effective December 31, 2023.

Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space.

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

The Cash Payments were paid or remain due as follows:

1 unchanged sentence

$ 1,000 paid in October 2022;

$ 4,000 due on October 1, 2023;

and $ 4,000 due on October 1, 2024.

paid in October 2023;

and $ 4,000 due on October 1, 2024, with imputed interest recognized at 10.0 % per annum, and the market advertising

of $ 615 has been delivered during the year ended December 31, 2023, leaving $ 860 to be delivered as of December 31, 2023, with the current amount due, net of imputed interest, reflected in accrued expenses and other on the consolidated

balance sheets.

Platform Development

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Platform development end of year

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.

expense for platform development for the year ended December 31, 2023 and 2022 was $ 6,332 and $ 5,822 , respectively.

Amortization expense

for platform development is included in cost of revenue on the consolidated statements of operations.

Impairment charges for platform

development for the years ended December 31, 2023 and 2022 of $ 64 and $ 210 , respectively , have been recorded on the consolidated statements

of operations.

Intangible Assets

1 unchanged sentence

of Intangible Assets Subject to Amortization

Weighted Average

As of December 31, 2023

As of December 31, 2022

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Developed technology

2 unchanged sentences

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.

assets subject to amortization were recorded as part of the Company’s business acquisitions.

Amortization expense for the years

ended December 31, 2023 and 2022 was $ 21,022 and $ 20,748 , respectively, of which amortization expense for developed technology of $ 2,130

and $ 2,831 , respectively, is included in cost of revenue on the consolidated statements of operations.

No impairment charges

for the year ended December 31, 2023 was recorded for the intangible assets.

Impairment charges for the year ended December 31, 2022

of $ 47 were recorded for the intangible assets 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

2 unchanged sentences

Years Ending December 31,

Intangible assets ,net

Long-Term Assets

assets are summarized as follows:

2 unchanged sentences

Security deposit

Other receivables

Prepaid insurance

Unamortized debt cost

Total o ther assets

Total other assets

changes in carrying value of goodwill are as follows:

of Changes in Carrying Value of Goodwil l

of Changes in Carrying Value of Goodwill

As of December 31,

Carrying value at beginning of year

Goodwill acquired in acquisition of The Spun

Goodwill acquired in acquisition of Parade

Goodwill acquired in acquisition of Men’s Journal

Goodwill acquired in acquisition of Fexy Studios

Loss on impairment

Carrying value at end of year

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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.

The guidance provides an entity 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.

If an entity 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.

The annual impairment test was performed

on December 31, 2023.

No goodwill impairment was identified during the years ended December 31, 2023 and 2022, respectively.

Restricted Stock Liabilities

December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to

certain employees in connection with the HubPages merger.

Pursuant to 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 and for the Years Ended

Restricted stock liabilities (before imputed interest)

Less imputed interest

Present value of restricted stock liabilities

Less payments during the years

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

Company recorded the repurchase of 26,214 shares of the Company’s restricted common stock during the year ended December 31, 2022

on the consolidated statement of stockholders’ deficiency.

Effective April 4, 2022, there are no longer any shares of

the Company’s common stock subject to repurchase.

During the year ended December 31, 2022, the Company paid $ 2,307 in cash for

the repurchase ($ 2,152 in principal and $ 155 in interest).

Accrued Expenses and Other

expenses and other are summarized as follows:

4 unchanged sentences

Accrued publisher expenses

Deferred cash payments

Sales tax liability

Restricted stock liabilities

Accrued interest

Liabilities in connection with acquisitions and dispositions

Assumed lease liability

Lease termination liability

2 unchanged sentences

Line of Credit

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.

Credit Agreement – 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 (“SLR” or the “amended line of credit”), as further amended

on August 31, 2023 in connection with the Business Combination (see Note 28) (the “SLR Amendment”) pursuant to which the

SLR Amendment provided for an extension of the maturity date, additional event of default provisions in connection with the Business

Combination, payment of certain fees in connection with the Business Combination, additional borrowings under the 2023 Notes (see

Note 18) pursuant to the First Amendment (see Note 18 and Note 27), and issuance of Series A preferred stock in connection with the

Business Combination, all of which are more fully described herein.

Collectively the amended line of credit and SLR Amendment are

referred to as the “line of credit” (or the “Arena Credit Agreement”).

In connection with the Arena Notes

Default (as further described under the heading Arena Loan Agreement in Note 28) there was a cross-default of the line of

credit, or the SLR Default (as further described under the heading Arena Credit Agreement Default in Note 28).

credit provided for (i) $ 40,000 maximum

amount of advances available (subject to certain limits and eighty-five ( 85 %)

of eligible accounts receivable) pursuant to the amended line of credit, (ii) an

interest rate at 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, 2023 the stated interest rate was 12.5%), (iii) payment of a fee equal to

2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the

Company at any time with 60 day notice pursuant to the SLR Amendment, (iv) a payment of a performance fee in the amount equal to

2.25% of the maximum line amount, under certain circumstances pursuant to the Business Combination in connection with a deal

deadline or in the event of a deal failure, as defined in the SLR Amendment, further the performance fee will survive the

termination of the agreement, pursuant to the SLR Amendment, (v) a payment of a success fee if the Business Combination is

consummated, of 0.3% or 0.6% of the maximum line amount if the transaction closes on or before December 31, 2023 or after December

31, 2023, respectively, or $0 if the transaction closes after the deal deadline, pursuant to the SLR Amendment, and (vi) a maturity

date of December

The SLR Amendment also permitted the

Company to enter into the 2023 Notes in an aggregate of $ 8,000 (as

further described under the heading 2023 Bridge Notes in Note 18) and permitted the issuance of the Series A preferred stock

for $ 25,000 in

connection with the Business Combination.

The line of credit was for working capital purposes and was secured by a first lien on all

the Company’s cash and accounts receivable and a second lien on all other assets.

connection with the SLR Amendment and amended line of credit, the Company incurred debt costs of $ 200

respectively, with the SLR Amendment debt cost plus the unamortized debt cost at the time of the SLR Amendment being amortized over the

life of the extended maturity date of the line of credit.

The unamortized balance, as of December 31, 2023 and 2022, was reflected in

prepayment and other current assets of $ 209

and $ 216 , respectively,

and other long-term assets of $ 209

respectively .

As of December 31, 2023, the effective interest rate on the line of credit was 13.7 %.

As of December 31, 2023 and 2022, the balance outstanding under the line of credit was $ 19,609

and $ 14,092 ,

respectively, as reflected on the consolidated balance sheets.

As of December 31, 2023, in connection with the SLR Default, the Company

recorded a $ 900

termination fee representing 2.25 %

of the maximum line amount, as reflected in accrued expenses and other on the consolidated balance sheets.

Liquidated Damages Payable

Damages payable are summarized as follows (capitalized terms are described herein):

Summary of Liquidated Damages

damages were recorded as a result of the following:

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

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

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

within the requisite time frame (the “Public Information Failure Damages”).

with respect to the liquidated damages payable are summarized as follows:

of Liquidated Damages

As of December 31, 2023

Accrued Interest

Rights Damages

Failure Damages

MDB common stock to be issued ( 1 )

Series H Preferred Stock

Series H convertible preferred stock

Convertible debentures (2)

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

Series J convertible preferred stock ( 2 )

Series K convertible preferred stock ( 2 )

of common stock issuable to MDB Capital Group, LLC (“MDB”) (see Common Stock

to be Issued in Note 21).

(2) Represents

previously issued and converted debt or equity securities.

February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages,

pursuant to which the Company issued 47,252

shares of its common stock, in satisfaction of

the liquidated damages, 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

The Company prepared and filed 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.

During the year ended December 31, 2023, the Company recorded $ 499

in connection with the issuance of shares of

the Company’s common stock on the consolidated statements of stockholders’ deficiency (further details are provided under

the heading Common Stock for Liquidated Damages in Note 21).

December 1, 2023, the Company entered into a waiver of liquidated damages and release of claims, where B.

Riley, a principal stockholder

at the time, relinquished any claims to liquidated damages and accrued interest thereon amounting to $ 3,497 , which resulted in a gain

on forgiveness of debt.

Given this transaction was with a related party and in connection with other contemporaneous transactions with

another principal stockholder, Simplify (further described in Note 26), the gain of $ 3,497 was recorded within additional paid-in capital

on the consolidated statement of stockholders’ deficiency.

of December 31, 2023, the short-term liquidated damages payable was $ 2,924 .

The Company will continue to accrue interest on the liquidated

damages balance at 1 % per month based on the balance outstanding as of December 31, 2023, or $ 2,924 , until paid.

There is no scheduled

date when the unpaid liquidated damages become due.

The previously issued and converted Series K convertible preferred stock 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).

6 % of the aggregate amount invested.

As of December 31, 2022

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

Rights Damages

MDB common stock to be issued (1)

1 unchanged sentence

Convertible debentures ( 2 )

Series I Preferred Stock

Series J Preferred Stock

Series K Preferred Stock

(1) Shares of common

stock issuable to MDB.

Series J convertible preferred stock ( 2 )

Series K convertible preferred stock ( 2 )

of common stock issuable to MDB.

(2) Represents

previously issued and converted debt or equity securities.

of December 31, 2022, the short-term and long-term liquidated damages payable were $ 5,843 and $ 494 , respectively, totaling $ 6,337 .

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 ).

long-term portion was converted into shares of the Company’s common stock on January 24, 2022 (further details are provided under

heading Common Stock for Liquidated Damages in Note 21).

with respect to the liquidated damages recognized on the consolidated statements of operations is provided in Note 23.

2 unchanged sentences

of Other long- term liabilities

of December 31,

termination liability

lease liability

cash payment liabilities

other long-term liabilities Other long -Term liabilities

As of December 31,

Lease termination liability

Assumed lease liability

Total other long-term liabilities

Fair Value Measurement

3 unchanged sentences

savings deposits, overnight investments, and other liquid funds with financial institutions.

Company accounted for certain common stock issued in connection with the acquisition of Fexy Studios that is subject to a put option

(which provides for a cash payment to the sellers on the first anniversary date of the closing (or January 11, 2024) in the event the

common stock trading price on such date is less than the common stock trading price on the day immediately preceding the acquisition

date, or $ 8.10 per share), as a derivative liability, which requires the Company to carry such amounts on its consolidated

balance sheets as a liability at fair value, as adjusted at each reporting period-end (further details are provided under the heading

Fexy Put Option in Note 28).

Financial instruments measured at fair value during

the year ended December 31, 2023, related to the Company’s current debt, with a carrying value of $ 7,887 and $ 102,309 for the Bridge Notes

and Debt as of December 31, 2023, respectively, approximates fair value due to their short nature and based on current market interest

rates for debt instruments of similar credit standing.

instruments measured at fair value during the year consisted of the following:

1 unchanged sentence

As of December 31, 2023

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Senior Secured Notes

Assets (Level 1)

Inputs (Level 2)

Inputs (Level 3)

Contingent consideration

As of December 31, 2022

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

Assets (Level 1)

Inputs (Level 2)

Inputs (Level 3)

Senior Secured Notes

Consideration – The fair value of the contingent consideration is primarily dependent on the common stock trading price on

the first anniversary of the closing of the Fexy Studios acquisition, or January 11, 2024.

The estimated fair value was calculated based

on the $ 8.10 put option amount based on the exercise price of the Company’s common stock at the acquisition date, less the $ 2.38

the Company’s common stock trading price as of the reporting date, or $ 5.72 per share, multiplied by the number of shares subject

to the put option of 274,692 , which approximated the value if the Black-Scholes option-pricing model was used given the proximity date

of the put option.

For the year ended December 31, 2023, the change in valuation of the contingent consideration of $ 1,010 was recognized

in other expenses on the consolidated statement of operations.

Further details are provided under the heading Fexy Put Option

Secured Notes – The carrying value of the Senior Secured Notes (as defined below) approximates fair value based on current

14 unchanged sentences

statements of operations.

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.

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:

Warrants – 2021 assumptions upon reclassification to equity:

Black-Scholes option-pricing;

expected life:

interest rate:

volatility factor:

dividend rate:

transaction date closing market price:

exercise price:

Riley Warrants – 2021 assumptions upon reclassification to equity:

Black-Scholes option-pricing;

expected life:

risk-free interest rate:

volatility factor:

dividend rate:

transaction date closing market price:

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

Riley Warrants

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 offset within additional paid-in capital on the consolidated

statements of stockholders’ deficiency.

connection with the Note Purchase Agreement, First Amendment and Second Amendment (as further described under the heading Principal

Stockholders in Note 26), on August 31, 2023, the Company issued $ 5,000 aggregate principal amount of senior secured notes (the “2023

The provisions of the First Amendment also permit certain incremental borrowings in the amount up to $ 3,000 at the sole

discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $ 1,000 and other conditions.

September 29, 2023, the Company issued $ 1,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.

On November 27, 2023, the Company issued $ 2,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.

In connection with the issuance of the 2023 Notes, the Company received net proceeds of $ 7,643 from the issuance of the notes and incurred

debt costs of $ 357 that is being amortized over the expected life of the debt.

The terms of 2023 Notes provide for:

interest rate fixed at 10.0 % per annum;

maturity date of April

30, 2024 , as amended pursuant to the Second Amendment from December 31, 2023, subject to consummation of the Business

Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and a prepayment requirement to apply a portion of the net proceeds from the

Business Combination to repay $ 8,000

(and any additional amounts borrowed pursuant to the incremental borrowing arrangement described above) under the notes;

provision for the failure to repay the $ 8,000 prepayment requirement in full with the proceeds of the Business Combination or failure

to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will

result in an event of default under the notes;

election to prepay the notes, at any time, at 100 % of the principal amount due with no premium or penalty.

debt issuance cost incurred under the debt modifications pursuant to the First Amendment are being amortized over the term of the

The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized

over the extended term of the 2023 Notes.

December 29, 2023, the Company 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:

(a) April 30, 2024;

the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing (collectively the “forbearance”) ( further details are provided for under the heading Arena Loan

Agreement in Note 28).

of December 31, 2023, the effective interest rate on the 2023 Notes was 14.2 %.

As of December 31, 2023,

the current balance outstanding under the 2023 Notes was $ 7,887 , net of unamortized cost of $ 113 , with the principal balance due of $ 8,000 ,

subject to the forbearance.

for the years ended December 31, 2023 and 2022, with respect to interest expense related to the 2023 Notes is provided under the heading

Interest Expense in Note 19.

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 %.

aggregate principal amount of senior secured

notes (the “2022 Bridge Notes”) pursuant to the Note Purchase Agreement.

In connection with the issuance of the notes, the

Company received net proceeds of $ 34,728

and incurred debt costs of $ 1,272

that were being amortized over the expected life

As of December 31, 2022, the balance outstanding under the 2022 Bridge Notes was $ 34,805

($ 36,000 principal balance less unamortized debt costs of $ 1,195 ).

principal balance less unamortized debt costs

of $ 1,195 ),

that was modified during the year ended December 31, 2023 (further details are provided under the heading 2022 Bridge Notes in

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;

to the Note Purchase Agreement, as amended by the First Amendment and Second Amendment ( as further described

under the heading Principal Stockholders in Note 26), as of December 31, 2023 and 2022, the

Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”) and the 2022 Bridge Notes, as further

described below.

The terms of the Senior Secured Notes

provision for the Company to enter into Delayed Draw Term Notes (as described below);

provision where the Company added $ 13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 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;

specified in the Certificate of Designation for the Series K convertible 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 .

after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations

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

on the notes 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

maturity date of December

31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of the Business

Combination (see Note 28) on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and subject to certain acceleration conditions;

Company to enter into the 2022 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:

terms of the Delayed Draw Term Notes 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:

on the notes 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

maturity date on December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of

the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and subject to certain acceleration terms.

to the First Amendment, the 2022 Bridge Notes outstanding as of December 31, 2022 were amended and reclassified from a current liability

to a noncurrent liability.

In connection with the debt modification, the Company incurred debt issuance costs of $ 100 that are being amortized

over the life of the 2022 Bridge Notes and a portion of the note maturity was extended as further described below.

The terms of the 2022 Bridge Notes provide

interest rate fixed at 10.0 % per annum (as amended from interest that was payable in cash at an interest rate of 12 % per annum quarterly;

with interest rate increases of 1.5 % per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment);

maturity date of December 31, 2026 (as amended from December 31, 2023 pursuant to the First Amendment), subject to consummation of

the Business Combination on or prior to April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, which

may result in an event of default if not consummated, and 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

prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $ 20,000 of the principal balance

under the notes upon the earlier of April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023 or the closing

of the Business Combination;

provision for the failure to repay the $ 20,000 prepayment requirement in full with the proceeds of the Business Combination or failure

to consummate the Business Combination by April 30, 2024, as amended pursuant to the Second Amendment from December 31, 2023, will

result in an event of default under the notes;

election to prepay the notes, at any time, in whole or in part with no premium or penalty.

following table summarizes the debt:

Schedule of long term debt

1 unchanged sentence

As of December 31, 2022

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, 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 .

Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2023, as amended, matures December 31, 2026, subject to acceleration

Senior Secured Notes, effective interest rate of 10.1 % as of December 31, 2023, as amended

Delayed Draw Term Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

2022 Bridge Notes, effective interest rate of 10.2 % as of December 31, 2023, as amended

debt issuance costs incurred under the debt modification pursuant to the First Amendment are being amortized over the term of the

long-term debt.

The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being

amortized over the extended term of the long-term debt.

December 29, 2023, the Company failed to make the interest payment due on the Secured Senior Notes, Delayed Draw Term Notes and 2022

Bridge Notes (collectively the “debt”) 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 (or the forbearance) (further details are provided for under the heading Arena Loan Agreement in Note

As of December 31, 2023,

the current maturities of the debt were $ 102,309 , with the principal balance due of $ 102,691 , subject to the forbearance.

for the years ended December 31, 2023 and 2022 with respect to interest expense related to long-term debt is provided below.

following table represents interest expense:

Summary of Interest Expense

of Interest Expense

Years Ended December 31,

Amortization of debt costs:

Line of credit

Senior Secured Notes

Delayed Draw Term Notes

Line of credit

2022 Bridge Notes

Total amortization of debt costs

Accrued and noncash converted interest:

Noncash and accrued interest:

Senior Secured Notes

Delayed Draw Term Notes

Payroll Protection Program Loan

Total accrued and noncash converted interest

2022 Bridge Notes

Line of credit termination fee

Other accrued interest

Total noncash and accrued interest

Cash paid interest:

Line of credit

Senior Secured Notes

Delayed Draw Term Notes

Line of credit

2022 Bridge Notes

Total cash paid interest

Less interest income (1)

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.

(1) During the year ended December 31, 2023, the Company recorded interest income of $ 338 related

to the refunds received from the employee retention credits.

and accrued interest of $ 204 as of December 31, 2022 related to the 2022 Bridge Notes, was paid in cash during the year ended December

Preferred Stock

1 unchanged sentence

shares as of December 31, 2023 as follows:

authorized shares were designated as “Series F Convertible Preferred Stock”,

none of which were outstanding.

The Series F Convertible Preferred Stock was eliminated on

September 7, 2021.

authorized shares designated as “Series G Convertible Preferred Stock” (as further

described below), of which 168.496 shares are outstanding.

authorized shares designated as “Series H Convertible Preferred Stock” (as further

described below), of which 14,356 shares are outstanding.

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.

authorized shares designated as “Series G Convertible Preferred Stock” (as further described below), of which 168 shares

are outstanding as of December 31, 2023 and 2022.

authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which none and

14,356 shares were outstanding as of December 31, 2023 and 2022, respectively.

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 per

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 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 .

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 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 .

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

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the liquidation value of $ 1,000 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

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 holder of the Series G Preferred Stock still has the ability to exercise the redemption option.

H Preferred Stock

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

date that increased the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock

to be converted in full, which was filed on December 18, 2020, therefore this limitation was removed (as further described in Note 22).

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 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 into common stock during the year ended December 31, 2022

Series H Preferred Stock at December 31, 2022

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series H Preferred Stock of

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’

of the then outstanding shares of Series H convertible Preferred Stock (the “Series H Preferred Stock”) automatically converted

into shares of the Company’s common stock on the fifth anniversary date of the initial first closing of the Series H Preferred

Stock, or on August 10, 2023, at the conversion price of $ 7.26 per share (the “automatic mandatory conversion”).

details are provided under the heading Common Stock in Note 21.

Stockholders’ Deficiency

Company has the authority to issue 1,000,000,000 shares of common stock, $ 0.01 par value per share as the result of filing on December

18, 2020, a Certificate of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common

stock from 100,000,000 shares to 1,000,000,000 shares.

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

Company has the authority to issue 1,000,000,000 shares of common stock, as the result of filing on December 18, 2020, a Certificate

of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common stock from 100,000,000

shares to 1,000,000,000 shares.

Stock Registered Direct Offering – On March 31, 2023, the Company entered into common stock purchase agreements with certain

purchasers, pursuant to which the Company issued and sold in a registered direct offering an aggregate of 2,963,918 shares of the Company’s

common stock, at a purchase price of $ 3.88 per share.

The gross proceeds received were $ 11,500 and after deducting offering expenses

of $ 356 , the Company received net proceeds of $ 11,144 , as reflected on the consolidated statements of stockholder’s deficiency.

No underwriter or placement agent participated in the registered direct offering.

The net proceeds were intended for working capital

and other general corporate purposes.

Further information is provided in Note 26.

Stock for Series H Preferred Stock – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of

1,981,128 (of which 1,759,224 were issued in accordance with the automatic mandatory conversion) and 97,980 shares of common stock, respectively,

upon conversion of 14,356 (of which 12,748 were issued were issued in accordance with the automatic mandatory conversion) and 710 shares

of Series H Preferred Stock, respectively, with a corresponding amount of $ 13,008 (representing 14,356 shares of Series H Preferred Stock

at $ 1,000 stated par value per share, less issuance cost of $ 1,348 ) and $ 710 (representing 710 shares of Series H Preferred Stock at

$ 1,000 stated par value per share), respectively, as reflected on the consolidated statements of stockholders’ deficiency.

Stock for Acquisitions – During the years ended December 31, 2023 and 2022, the Company recorded the issuance of 274,692 and

330,863 shares of the Company’s common stock, respectively, as reflected on the consolidated statements of stockholders’

deficiency as follows:

(i) 274,692 shares issued pursuant to the Fexy Studios asset acquisition on January 11, 2023, with a fair value

of $ 2,000 on the transaction closing date, as further described in Note 4;

and (ii) 330,863 shares issued consisted of (a) 314,103 shares

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 (b) 16,760 shares 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.

Stock for Liquidated Damages – During the years ended December 31, 2023 and 2022, the Company entered into several stock purchase

agreements with an investor where it was liable for liquidated damages, pursuant to which the Company issued 47,252 and 505,655 , respectively,

shares of its common stock, as follows:

(i) 47,252 shares of common stock were issued to the investor in lieu of an aggregate of $ 499

owed in liquidated damages as of the conversion date ($494 as of December 31, 2022 plus $5 in additional interest through the conversion

date), where the Company recorded $369 in connection with the issuance of shares of the Company’s common stock and a gain of $130

on the settlement of the liquidated damages, both as reflected in additional paid-in capital, totaling $499;

and (ii) 505,655 shares

of common stock were issued 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, where 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, both of which were recorded as additional paid-in capital

on the consolidated statements of stockholders’ deficiency.

In connection with the 505,655 shares of common stock issued, the Company

filed a registration statement covering the resale of those shares of the Company’s common stock.

Stock Units – The Company issued, in connection with the vesting of restricted stock units, 429,528 shares of the Company’s

common stock and 832,233 shares of the Company’s common stock (as described in Note 22) during the years ended December 31, 2023

and 2022, respectively, as reflected on the consolidated statements of stockholders’ equity.

Stock Withheld – The Company recorded the repurchase of vested restricted common stock of 202,382 shares for the payment for

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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

of Stock Options – The Company recorded the exercise of 795 and 96,408 common stock options for shares of the Company’s

common stock for cash of $ 0 and $ 95 , during the years ended December 31, 2023 and 2022, 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.

Stock to be Issued – In connection with the Say Media merger on December 12, 2018, the Company issued 38,582 and 7,851

shares of the Company’s common stock during the year ended December 31, 2023 and 2022, respectively, which were required to be issued

as of January 1, 2022.

Services – During the year ended December 31, 2022, the Company issued, in connection with entering into several professional

services agreements, 14,617 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 ) that were recorded at the trading price on the issuance date of

$ 184 , as reflected on the consolidated statements of stockholders’ deficiency.

Stock Public Offering – On February 15, 2022 and March 11, 2022, the Company raised gross proceeds of $ 34,498 pursuant to a

firm commitment underwritten public offering of 4,181,603 shares of the Company’s common stock (on February 15, 2022 the Company

issued 3,636,364 shares and on March 11, 2022 the Company issued 545,239 shares pursuant to the underwriter’s overallotment that

was exercised on March 10, 2022), at a public offering price of $ 8.25 per share.

The Company received net proceeds of $ 32,058 , after

deducting underwriting discounts and commissions and other offering costs payable by the Company of $ 2,440 to B.

Riley (see Note 26).

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’ deficiency.

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.

The estimated fair value of these shares is being recognized as compensation expense over the vesting period of the

award (see Note

The estimated fair value of these shares is being recognized as compensation

expense over the vesting period of the award (see Note 22).

summary of the restricted stock award activity during the year ended December 31, 2023 is as follows:

Summary of Restricted Stock Award Activity

Restricted stock awards outstanding at January 1, 2022

Restricted stock awards outstanding at December 31, 2022

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.

stock awards outstanding at January 1, 2023

stock awards outstanding at December 31, 2023

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is

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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 2,701 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).

of the Company’s common stock ( subject to liquidated

damages, see Note 15), which have not been issued as of December 31, 2023, as reflected on the consolidated statements of

stockholders’ deficiency as common stock to be issued (see Note 15).

Stock Warrants

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,

2018 with Strome Mezzanine Fund LP (“Strome”).

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 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

is no effective registration statement covering the resale of the warrant shares, be exercised on a cashless basis in certain circumstances.

Riley Warrants – On October 18, 2018, the Company issued warrants to B.

Riley (the “B.

Riley Warrants”) to purchase

up to 39,774 shares of the Company’s common stock, with an original exercise price of $ 22.00 per share (subsequently adjusted to

$ 7.26 ), subject to customary anti-dilution adjustments, 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).

Riley Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event,

at any time after the six-month anniversary of the issuance of the warrants, if there is no effective registration statement covering

the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis.

were issued to purchase shares of the Company’s common stock in connection with various financings (the “Financing Warrants”), all of which have expired.

summary of the Financing Warrants activity during the year ended December 31, 2023 is as follows:

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Financing Warrants outstanding at December 31, 2023

Financing Warrants exercisable at December 31, 2022

Financing Warrants outstanding and exercisable classified within the statement of stockholders’ deficiency as of December 31, 2022

are summarized as follows:

Schedule of Common Stock Financing Warrants Outstanding and Exercisable

Exercise Price

Expiration Date

Total Exercisable (Shares)

Strome Warrants

June 15, 2023

Riley Warrants

October 18, 2025

Total outstanding and exercisable

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 (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”);

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

exercise price of 99,954 Time-Based Warrants (50% of the original warrants granted totaling

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 (further details

on the modifications are provided in Note 23).

exercise price of 149,931 Performance-Based Warrants (50% of the original warrants granted

totaling 299,862 ) 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 (further details on the modifications are provided in Note 23).

Warrants – On October 26, 2020, the Company granted AllHipHop, LLC an aggregate of 5,682 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.

The AllHipHop Warrants were

in exchange for the surrender and termination of 6,819 previously issued Publisher Partner Warrants.

Warrants – On June 14, 2019, the Company issued 999,540 warrants to acquire the Company’s common stock to ABG (the “ABG

Warrants”) in connection with the Licensing Agreement, expiring in ten years .

The warrants provided time-based vesting in equal

monthly increments over a period of two years beginning on the one year anniversary of the date of issuance of the warrants (the “Time-Based

Warrants”) and performance based vesting based on the achievement of certain performance goals for the licensed brands in calendar

years 2020, 2021, 2022, or 2023 (the “Performance-Based Warrants”).

The warrants also provide that (1) 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;

(2) all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG or upon a change of control of

and (3) 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).

of December 31, 2023, 399,816 Time-Based Warrants vested and 599,724 Performance-Based Warrants vested as of the issuance date

of these consolidated financial statements were issued (further details are provided under the heading ABG Warrants in Note 28 as to the full vesting of the ABG Warrants in January 2024).

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided

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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.

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.

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;

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

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the New Publisher Partner Warrants

is provided in Note 22.

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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

“2016 Plan”) that allowed the Company to grant restricted stock awards and statutory

and non-statutory common stock options 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.

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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.

2022 Plan is administered by the Board or any committee of directors designated by the Board.

the year ended December 31, 2023 and 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

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Number of Shares

Weighted Average Grant-Date

Restricted stock units outstanding at January 1, 2023

( 1,074,398 )

Restricted stock units outstanding at December 31, 2023

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.

February 28, 2023 and June 30, 2023, the Company modified certain restricted stock units as a result of the resignation of two senior

executives, where 38,026 and 42,635 restricted stock units with time-based vesting that were unvested were vested, respectively, subject

to certain provisions, resulting in no incremental cost.

November 22, 2022, the Company modified 232,816 restricted stock units that were issued to one former employee (Ross Levinsohn) to remove

the market trading volume condition, resulting in incremental cost of $ 321 at the modification date.

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

new shares of its common stock upon conversion of a restricted stock unit to cover the tax obligations.

During the year ending December

31, 2024, the Company expects to repurchase approximately 295,000 shares of its common stock upon conversion of restricted stock units

that are expected to vest and be released during the period.

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, 2023 and 2022 were $ 2,955 and $ 8,707 , respectively.

with respect to stock-based compensation cost related to the restricted stock units is included within the Restricted Stock caption under

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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:

the years ended December 31, 2023 and 2022, the Company issued common stock options under the 2022 Plan, consisting of primarily of incentive

stock options with a term of up to ten years with time-based vesting provisions over three years.

fair value of common stock option awards granted during the years ended December 31, 2023 and 2022 was calculated using a Black-Scholes

options-pricing model for the time-based awards under the Up-list Scenario, after the Company’s common stock was listed on the

NYSE American.

The fair value of common stock option awards granted during the year ended December 31, 2022 was calculated using the

Black-Scholes option-pricing model for the time-based under the Probability Weighted Scenarios, prior to the Company’s common stock

being listed on the NYSE American.

The assumptions utilized are as follows:

Schedule of Fair Value of Stock Options Assumptions

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82.00 % - 137.00 %

133.00 % - 140.00 %

Expected life

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3.0 – 6.0 years

summary of the common stock option activity during the year ended December 31, 2023 is as follows:

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Common stock options available for future grants at December 31, 2023 (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 ,

(1) Common stock available

for future issuance under the 2022 Plan represent 1,800,000 of authorized shares;

less 1,066,597 common stock options outstanding and

190,556 restricted stock units outstanding.

aggregate grant date fair value of common stock options granted during the years ended December 31, 2023 and 2022 was $ 610 and $ 7,194 ,

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.

The weighted-average grant-date fair value of common stock options granted during the years ended December 31, 2023 and

2022 were $ 2.12 and $ 5.25 , respectively.

total intrinsic value of common stock options exercised during the years ended December 31, 2023 and 2022 were $ 10 and $ 1,507 , respectively.

The total fair value of common stock options vested during the years ended December 31, 2023 and 2022 were $ 10,155 and $ 12,694 , respectively.

unvested common stock options for which the vesting is expected based on achievement of a performance condition as of December 31, 2023

were 583,143 with a weighted average remaining contractual term of 5.28 years.

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.

was no intrinsic value of exercisable but unexercised in-the-money common stock option awards as of December 31, 2023 based on a fair

market value of the Company’s common stock of $ 2.38 per share on December 31, 2023.

exercise prices under the common stock options outstanding and exercisable are as follows as of December 31, 2023:

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$ 40.63 to $ 48.40

of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive

employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options to purchase shares

of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable

securities laws and certain other provisions.

In connection with the modification of these equity awards, the Company agreed to purchase

a total of 45,632 options to purchase shares of the Company’s common stock (including previously vested options to purchase shares

of the Company’s common stock of 24,515 ) as of the resignation date of the employee at a price of $ 10.29 per share, reduced by

the exercise price and required tax withholdings, subject to certain conditions.

The modification of the equity awards resulted in the

unamortized costs being recognized at the modification date.

The cash price of $ 10.29 per option less the strike price of $ 8.82 per option

resulted in incremental cost of $ 68 being recognized at the modification date.

The modification resulted in liability classification

of the equity awards, with $ 68 paid during the year ended December 31, 2023.

June 30, 2023, the Company modified certain equity awards upon the resignation of a senior executive employee pursuant to which unvested

restricted stock units for 42,635 shares of the Company’s common stock vested, and unvested options for 29,701 shares of the Company’s

common stock vested with the exercise period extended for the 10 -year contractual term of the options from the grant date of the award.

In connection with the termination, the unamortized costs of the awards of $ 773 was recognized at the termination date and $ 284 of incremental

cost was recognized as a result of the option award modification upon termination of the senior executive.

November 2, 2023, the Company modified options of former a senior executive officer for 450,560

shares of the Company’s common stock, pursuant to which the exercise period would be extended for the 10 -year

contractual term from the grant date of the award subject to continued employment through the closing date of the Business

Combination (see Note 28) (the “conditions”).

Incremental costs in connection with the modification was $ 380 ,

of which no cost was recognized at the modification date since the conditions were not satisfied and the employment of the officer

was terminated.

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

under the Company’s 2016 Plan and 2019 Plan that had an exercise price above $ 8.82 per share, as well as certain outstanding stock

options held by senior management of the Company under the Outside Options.

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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

modified to remove the performance-vesting conditions and fully vest the award at the modification

date with no further service requirement, resulting in incremental cost of $ 35 , recognized

at the modification date.

common stock option grants were that were subject to performance-vesting (publishing onboarding

targets) were modified to remove the performance-vesting conditions and fully vest the award

at the modification date with no further service requirement, resulting in no incremental

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”),

common stock option grants that were time-vesting were modified to permit the common stock

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 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

to permit an extension of the exercise period for 2-years, or through October 7, 2023, resulting

in no incremental cost.

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

vesting (stock price targets) with a time-vesting overlay were modified to remove the market-based

conditions with only the time-vesting condition remaining after the modification, resulting

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

(revenue targets) were modified to remove the performance-vesting conditions and replace

the time-vesting condition such that the common stock options will vest with respect to one-third

of the grant when the option holder completes one year of continuous service beginning on

the grant date and the remaining common stock options will vest monthly over twenty-four

months when the option holder completes each month of continuous service thereafter, resulting

in no incremental cost.

common stock option grants that were subject to market-based vesting (stock price targets)

with a time-vesting overlay were modified, in general, to remove the market-based condition

and replace the time-vesting condition such that the common stock options will vest with

respect to one-third of the grant when the option holder completes one year of continuous

service beginning on the grant date and the remaining common stock options will vest monthly

over twenty-four months when the option holder completes each month of continuous service

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

targets) were modified such that:

(1) 90,910 common stock option awards were vested at the

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 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)

with a time-vesting overlay were modified to remove the market-based conditions and to accelerate

the vesting upon resignation from the Board with an extension of the exercise period for

2-years, or through October 7, 2023, resulting in incremental cost of $ 267,912 , recognized

at the modification date.

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.

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 .

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.

connection with the 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, 2023 is as follows:

1 unchanged sentence

Number of Shares

Weighted Average Exercise

Weighted Average Remaining Contractual Life

Exercise Price

ABG Warrants outstanding at January 1, 2023

ABG Warrants outstanding at December 31, 2023

intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2022 was $ 411 based on a fair market value

was no intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2023 based on a fair market value

of the Company’s common stock of $ 2.38 per share on December 31, 2023.

Information on the acceleration of the vesting of the ABG

Warrants is provided in Note 28.

exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2023.

Schedule of Exercise Prices of Common Stock Options

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

1 unchanged sentence

Partner Warrants

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:

Partner Warrants – Publisher Partner Warrants outstanding as of January 1, 2023, totaling 4,154 , expired during the year ended

December 31, 2023.

As of December 31, 2023, there are no Publisher Partner Warrants outstanding.

Publisher Partner Warrants

summary of the New Publisher Partner Warrants activity during the year ended December 31, 2023 is as follows:

Schedule of Warrants Activity

Publisher Partner Warrants outstanding at January 1, 2022

Publisher Partner Warrants outstanding at December 31, 2022

Publisher Partner Warrants exercisable at December 31, 2022

Publisher Partner Warrants not vested at December 31, 2022

Publisher Partner Warrants available for future grants at December 31, 2022

was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 10.61 per

share of the Company’s common stock was lower than the exercise prices on December 31, 2022.

exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2022.

New Publisher Partner Warrants outstanding at January 1, 2023

New Publisher Partner Warrants outstanding at December 31, 2023

New Publisher Partner Warrants exercisable at December 31, 2023

New Publisher Partner Warrants not vested at December 31, 2023

New Publisher Partner Warrants available for future grants at December 31, 2023

was no intrinsic value of exercisable but unexercised in-the-money New Publisher Partner Warrants since the fair market value of $ 2.38

per share of the Company’s common stock was lower than the exercise prices on December 31, 2023.

exercise prices of the New Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2023.

Schedule of Exercise Prices of Common Stock Options

$ 29.04 to $ 34.03

$ 34.04 to $ 39.03

$ 39.04 to $ 44.03

compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2023 and 2022 are summarized

1 unchanged sentence

Year Ended December 31, 2023

Restricted Stock

Common Stock Options

Stock Options

Cost of revenue

5 unchanged sentences

Year Ended December 31, 2022

Restricted Stock

Common Stock Options

Stock Options

Cost of revenue

7 unchanged sentences

As of December 31, 2023

Restricted Stock

Common Stock Options

Stock Options

Unrecognized compensation expense

4 unchanged sentences

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.

Damages resulting from not registering the Series K convertible preferred stock timely.

components of the (provision) benefit for income taxes consist of the following:

6 unchanged sentences

State and local

Change in valuation allowance

Total deferred tax benefit

Total income tax benefit

Total deferred tax (provision) benefit

Total income tax (provision) benefit

components of deferred tax assets and liabilities were as follows:

17 unchanged sentences

Deferred tax liabilities:

Prepaid expenses

Acquisition-related intangibles

18 unchanged sentences

Net operating losses for U.S.

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.

federal tax purposes of $ 138,243 do not expire (limited

to 80% of taxable income in a given year) and $ 55,558 will expire, if not utilized, through 2037 in various amounts.

As of December 31,

17 unchanged sentences

completed a preliminary section 382 analysis as of December 31, 2023 and 2022 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.

as a result of certain equity transactions during the rolling three-year period of 2021 to 2023.

The Company concluded that its federal

14 unchanged sentences

Interest expense

Liquidated damages

Gain upon debt extinguishment

2 unchanged sentences

Other permanent differences

Income tax benefit and effective income tax rate

Income tax provision (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

13 unchanged sentences

return, therefore, the federal and certain state returns from 2020 forward and the California returns from 2019 forward are subject to

The Company currently is not under examination by any tax authority.

The Company currently is under examination by a state tax authority.

Pension Plans

6 unchanged sentences

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 has an outstanding obligation with Renew, an affiliated entity of Simplify, where Renew purchased the all the outstanding

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

Riley Financial, Inc.

further described below), who now holds the debt in its capacity as agent for the purchasers and as purchaser, pursuant to the third

amended and restated note purchase agreement entered into on December 15, 2022 (the “Note Purchase Agreement”), as

amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the “First Amendment”) with an

effective date of August 31, 2023, as further amended by the second amendment to the Note Purchase Agreement on December 1, 2023

(the “Second Amendment”).

The Note Purchase Agreement contains provisions related to the 2023 Notes, Senior Secured

Notes, Delayed Draw Term Notes and 2022 Bridge Notes, all as further described above and referred to as the “Notes”.

Under the terms of the

Note Purchase Agreement, First Amendment and Second Amendment, in the event there is a mandatory prepayment requirement, the

principal payment of the Notes will be applied to:

the 2023 Notes until paid in full;

(2) then to the 2022 Bridge Notes until paid in full;

(3) then to the Delayed Draw Terms Notes

until paid in full;

and (4) then to the Senior Secured Notes.

All borrowings under the Notes are collateralized by substantially all

assets of the Company secured by liens and guaranteed by the Company’s subsidiaries.

The Notes provide for a default interest

rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the

Notes under certain conditions.

The Notes provide for certain affirmative covenants, including certain financial reporting

November 30, 2023, Simplify entered into a stock purchase and assignment agreement (the “Stock Purchase Agreement”),

pursuant to which it purchased an aggregate of 10,512,236

shares of the Company’s common stock for aggregate consideration of $ 30,485

on December 1, 2023 from B.

Riley and other affiliated entities of B.

Riley and certain other sellers (collectively the “Sellers”),

resulting in Simplify becoming a principal stockholder and the Sellers no longer owning any of the Company’s common stock.

November 30, 2023, Renew, an affiliated entity of Simplify and a principal stockholder, and BRF, an affiliate of the Sellers, entered into a securities purchase

and assignment agreement (the “Debt Purchase Agreement”), pursuant to which BRF sold and assigned to Renew all of BRF’s

rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the Notes purchased thereunder and

the collateral securing such Notes on December 1, 2023 (further details are provided under the heading Arena Loan Agreement

in Note 28), resulting in BRF no longer holding any debt securities of the Company.

The aggregate principal balance under the Notes was $ 110,691 at the time of purchase by Renew.

of November 30, 2023, Daniel Shribman, Chief Investment Officer of BRF, and Todd Sims, President of B.

Riley Venture Capital, a subsidiary

of BRF, resigned as members of the Board of the Company.

the years ended December 31, 2023 and 2022, the Company paid in cash interest of $ 9,068 and $ 7,132 , respectively, on the Notes due to

BRF, an affiliated of B.

Riley, a former principal stockholder.

the year ended December 31, 2023, the Company incurred interest of $ 2,797 for the period from October 1, 2023 to December 31, 2023 on

the Notes held by Renew, an affiliated entity of Simplify, a principal stockholder, where the Company defaulted on the payment of $ 2,797

interest due on December 29, 2023.

March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 1,009,021

shares of the Company’s common stock for a total of $ 3,915 in gross proceeds with B.

Riley, a former principal stockholder, at

a price per share of $ 3.88 per share.

August 10, 2023, the Series H Preferred Stock automatically converted into shares of the Company’s common stock at the conversion

price of $ 7.26 per share, of which 134,550 shares were issued to B.

Riley, a former principal stockholder.

August 31, 2023, September 29, 2023 and November 27, 2023, in connection with the 2023 Notes, BRF, an affiliated entity of B.

a former principal stockholder, issued $ 5,000 , $ 1,000 and $ 2,000 , respectively, in aggregate principal amount under the 2023 Note, where

the Company incurred fees of $ 357 .

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

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 to Mr.

During the years ended December 31, 2022 and 2021, the Company

recognized consulting fees for Mr.

Heckman of $ 307 and $ 780 , respectively.

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.

Riley, a former principal stockholder, where it borrowed funds under the 2022 Bridge Notes

of $ 36,000 during the year ended December 31, 2022.

the year ended December 31, 2022, the Company had certain transactions with B.

Riley, a former principal stockholder, where it paid fees

associated with the common stock public offering totaling $ 2,440 .

Direct Offering

March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518

shares of the Company’s common stock for a total of $ 1,232 in gross proceeds with certain directors and affiliates, at a price

of $ 3.88 per share, as follows:

(i) 64,000 shares for $ 248 to H.

Hunt Allred, a director, through certain trusts ( 32,000 shares are directly

beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002Trust - NLA);

(ii) 195,529 shares for $ 759 to 180 Degree Capital Corp, a beneficial holder of more than 5% of the Company’s common stock;

25,773 shares for $ 100 to Daniel Shribman, a former director;

(iv) 25,773 shares for $ 100 to Ross Levinsohn, a former director and the

Company’s former Chief Executive Officer;

and (v) 6,443 shares for $ 25 to Paul Edmonson, an executive officer.

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 16,802 shares of the Company’s

of HubPages, Inc., including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of 764 shares of the Company’s

common stock at a price of $ 88.00 per share each month for a period of 24 months, for aggregate proceeds to Mr.

Edmondson and his spouse

of $ 67 per month (see Note 13).

of $ 67 per month.

For year ended December 31, 2022, the Company paid Mr.

Edmonson and his spouse $ 269 for 3,056 shares of the Company’s

common stock.

Commitments and Contingencies

and Litigation

time to time, the Company may be subject to claims and litigation arising in the ordinary course of business.

The Company is not currently

a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect

on the Company’s business, financial condition, results of operations or cash flows.

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.

and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of

The Company is not currently a party to any pending or threatened legal proceedings that it believes would reasonably be

expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash

Further information is provided under the heading Legal Contingencies in Note 28.

connection with the Athlon working capital adjustment (as previously disclosed in Note 4), the Company prepared the working capital adjustment.

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.

Fees – The Company guaranteed minimum annual royalties of $ 15,000 to ABG.

The initial term of the minimum guarantee will expire

December 31, 2029.

Further details are provided under the heading Sports Illustrated Licensing Termination Rights in Note 28.

Subsequent Events

2 unchanged sentences

or disclosures on the consolidated financial statements.

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

Arena Loan Agreement

January 5, 2024, as part of negotiations with Renew, in connection with the Company’s failure on December 29, 2023 to make the

interest payment due on the Arena Loan Agreement, dated December 15, 2022 held by Renew (the “Arena Notes”) in the

amount of $ 2,797 ,

that resulted in an event of default under the Arena Notes (the “Arena Notes Default”), Renew agreed in writing to a

forbearance period through March 29, 2024, subject to the Company retaining a chief restructuring officer acceptable to

Renew, while reserving its rights and remedies.

The outstanding principal on the Arena Notes was $ 110,691

as of December 31, 2023.

In addition, while the Company continues discussions with Renew to restructure and/or amend the Arena

Notes, the Board engaged, and Renew accepted, FTI Consulting Inc., (“FTI”), a global business advisory firm, to assist

the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create

shareholder value (the “FTI Engagement”).

In connection with the FTI Engagement, Jason Frankl, a senior managing

director of FTI, was appointed as the Company’s Chief Business Transformation Officer.

He was later appointed as interim

President in addition to his role as the Company’s Chief Business Transformation Officer, as referenced below.

On March 27, 2024, the

forbearance period was extended through the earlier of the following:

(a) April 30, 2024 ;

the occurrence of the closing of the Business Combination (as further described below) and (c) the termination of the Business Combination

prior to closing.

Illustrated License Termination Rights

January 2, 2024, the Company failed to make a quarterly payment due to ABG, pursuant to the Licensing Agreement, of $ 3,750 (the “ABG

On January 3, 2024, ABG issued a notice of breach with the intent to exercise its right of termination.

On January 18,

2024, ABG notified the Company of its intention to terminate the Licensing Agreement, effective immediately, in accordance with its rights

under the Licensing Agreement.

Upon such termination, a fee of $ 45,000 became immediately due and payable by the Company to ABG pursuant

to the terms and conditions of the Licensing Agreement.

On March 18, 2024, ABG announced it had reached an agreement in principle with

a third party that will become the new operator of the Sports Illustrated media business.

The Company is engaging in continuing discussions

with ABG regarding the timing and terms of the transition of the Sports Illustrated media business to this third party.

January 2, 2024, in connection with the ABG Default, the Performance-Based Warrants totaling 599,724 vested as a result of the default

pursuant to certain provisions where all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG.

and Appointments

On January 3, 2024, the Board appointed

Jason Frankl as Chief Business Transformation Officer of the Company, effective immediately, reporting directly to the Board.

January 4, 2024, the Board accepted the resignation of Manoj Bhargava from his position as interim Chief Executive Officer effective

January 19, 2024, the Company accepted the resignation of Ross Levinsohn, the Company’s former Chief Executive Officer and Chairman

of the Board.

January 23, 2024, the Board appointed Jason Frankl as interim President of the Company, effective immediately, reporting directly to

January 23, 2024, the Board appointed Cavitt Randall as Chairman of the Board, effective immediately.

February 9, 2024, the Board appointed Cavitt Randall as the Company’s Chief Executive Officer, effective February 13, 2024.

February 16, 2024, the Board appointed Manoj Bhargava as the Company’s Co-President, effective immediately.

February 9, 2024, New Arena Holdco, Inc.

(“New Arena”), a wholly owned subsidiary of the Company, filed a Registration Statement

on Form S-4 (File No.

333-276999) with the SEC in connection with the Business Combination Agreement by and among the Company, Simplify,

Bridge Media Networks, LLC (“Bridge Media”), New Arena and the other parties dated November 5, 2023, as amended on December

1, 2023 (the “Transaction Agreement”), that provides for the Company to combine its operations with those of Bridge Media,

a wholly owned subsidiary of Simplify by way of a series of mergers with and among New Arena (the “Mergers”), subject to

customary conditions, including the approval by the Company’s shareholders and certain regulatory approvals.

Immediately following

the Mergers, the Transaction Agreement provides for:

(i) the purchase by The Hans Foundation USA, a nonprofit nonstock corporation (the

“Hans Foundation”) of 25,000 shares of New Arena Series A Preferred Stock, par value $ 0.0001 per share, at a purchase price

of $ 1,000.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the “Preferred Stock Financing Amount,”

and such financing, the “Preferred Stock Financing”) pursuant to the subscription agreement, dated as of November 5, 2023

(the “Preferred Stock Subscription Agreement”), by and between New Arena and the Hans Foundation;

and (ii) the purchase by

5-Hour International Corporation Pte.

(“5-Hour”) of 5,000,000 shares of New Arena common stock, par value $ 0.0001 per

share at a purchase price of $ 5.00 per share, for an aggregate purchase price of $ 25,000 (such amount, the “Common Stock Financing

Amount,” such financing, the “Common Stock Financing”) pursuant to the subscription agreement, dated as of November

5, 2023 (the “Common Stock Subscription Agreement”), by and between New Arena and 5-Hour.

Further, concurrently with the

closing of the Mergers, pursuant to that certain Committed Equity Facility Term Sheet, dated November 5, 2023, by and between Arena and

Simplify (the “Committed Equity Facility Term Sheet”), New Arena will enter into a Stock Purchase Agreement (the “Stock

Purchase Agreement”) with Simplify, pursuant to which Simplify will agree to purchase, at New Arena’s request, up to $ 20,000

in aggregate purchase price of shares of New Arena common stock from time to time during the 12 months following the closing date at

a price per share equal to the lesser of (i) the volume-weighted average price of the New Arena common stock for the last sixty trading

days prior to the purchase date and (ii) $ 3.86 per share (the “Equity Line of Credit”), along with New Arena 60,000 shares

of New Arena’s common stock as payment of a 1.5 % commitment fee.

following the closing, (i) Simplify will own approximately 79 % of the outstanding shares of New Arena common stock, par value $ 0.0001

per share, on a fully diluted basis, (ii) 5-Hour will own approximately 6 % of the outstanding New Arena common stock and (iii) former

Arena stockholders will own the remaining outstanding New Arena common stock.

Such amounts exclude the ownership of shares of New Arena

common stock that may be issued from time to time pursuant to the Equity Line of Credit.

Following the closing, Arena common stock will

be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded.

New Arena and its subsidiaries will operate under Arena’s current name “The Arena Group Holdings, Inc.” The Company anticipates that New Arena

common stock will be traded on the NYSE American under Arena’s current stock ticker symbol “AREN.”

Stock Private Placement

February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant

to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of

5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, par value $ 0.01 per share, at a purchase

price of $ 2.16 per share, a price equal to the 60-day volume weighted average price of the Company’s common stock.

Placement closed on February 14, 2024 and the Company received net proceeds from the Private Placement of approximately $ 12,000 .

Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.

Prior to the consummation

of the Private Placement, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common

Following the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.5 % of the outstanding shares

of the Company’s common stock, resulting in a change in control.

As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s

stockholders for approval, including the election of directors.

The funds used by Simplify to purchase the Private Placement Shares came

from the working capital of Simplify.

Credit Agreement Default

Arena Notes Default created an event of cross-default under the Arena Credit Agreement with SLR (the “SLR Default”), resulting

in SLR no longer providing for any additional funding under the debt, while paying down the debt with payments received from the

Company’s customers in accordance with the terms of the agreement.

The Company has refinanced the line of credit with a new

credit facility with Simplify (as described below under the heading Simplify Loan ).

As of the issuance date of the

consolidated financial statements, there was no principal amount due under the Arena Credit Agreement.

February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to

pay the amount due of $ 2,478 in four (4) equal installments of approximately $ 620 starting February 16, 2024 and then on the 15th day

of each March, April and May of 2024 comprised of the following:

(i) $2,225 pursuant to the put option where the Company gave the recipients

of the contingent consideration a right to put their 274,692 shares of the Company’s common stock;

(ii) $200 deferred payment due

under the purchase agreement;

and (iii) $53 in other costs and reimbursable transition expenses payable.

March 13, 2024, the Company entered into a working capital loan with Simplify (the “Simplify Loan”), pursuant to which the Company has available up to

$ 25,000 at 10 %

interest rate per annum.

The loan is secured by certain assets of the Company.

On closing, the Company borrowed

of which $ 3,448

was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under the Arena Credit

Legal Contingencies

On January 30, 2024, the former President of

Media filed an action against the Company and Manoj Bhargava, alleging claims for breach of contract, failure to pay wages and defamation, among

other things, in the United States District Court of the Southern District of New York, and seeking damages in an unspecified amount.

The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations

made in this lawsuit.

On March 21, 2024, the former CEO and Chairman of

the Board filed an action against the Company, members of the Board of directors and Simplify, alleging claims for retaliation, breach

of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking

damages in an amount of $ 20,000 .

The Company believes that it has strong defenses to these claims and intends to vigorously

defend itself and the allegations made in this lawsuit.

From January 1, 2024 through the date these consolidated

financial statements were issued, the Company issued 378,292 shares of its common stock as follows:

(i) 36,608 shares to members of the

(ii) 256,853 shares pursuant to vested restricted stock units that were released;

and (iii) 84,831 shares to certain former employees.

January 1, 2024 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted

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.

stock units totaling 22,843 and 222,396 , respectively, to acquire shares of the Company’s common stock to officers, directors,

employees and consultants.

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