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Item 1A. Risk Factors

2023-03-29 compared with 2022-06-13 · 306 added, 529 removed, 18 unchanged (98% of the section changed)

you invest in our securities, you should be aware that there are various risks in making any such investment.

You should carefully consider

these risk factors, together with all of the other information included in this report before you decide to purchase any of our securities.

If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations

could be materially adversely affected and you could lose your entire investment in our company.

RELATED TO OUR COMPANY

HAVE A HISTORY OF LOSSES .

incurred net significant net losses for 2021 and 2020, and at December 31, 2021, we had a significant accumulated deficit.

and gross margin decreased slightly for 2021 from 2020, and our selling, general and administrative expenses, or “SG&A”,

decreased significantly for 2021 from 2020 as well.

We anticipate that our SG&A will increase in 2022 as we execute our planned growth

strategy of launching and operating the Bright Mountain Media ad exchange network which will include additional administrative support.

Subject to the availability of additional working capital, the Company currently relies on contracted resources to provide additional

accounting support, and also intends to add staff to its accounting department to improve controls over its accounting and reporting

There is substantial doubt that we will be able to significantly increase our revenues and gross profit to a level which supports

profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become due.

ARE DEPENDENT UPON SALES OF EQUITY SECURITIES AND LOANS FROM OUR CHAIRMAN OF THE BOARD TO PROVIDE OPERATING CAPITAL.

do not generate sufficient gross profit to pay our operating expenses and we reported a net loss in 2021 and 2020.

Historically we have

been dependent upon the purchase of equity securities or convertible notes by Mr.

Kip Speyer, our Chairman of the Board, to provide operating

During 2020, the Company raised approximately $4.0 million through the sale of our securities in a private placement.

we expect to seek to raise additional working capital through the sale of our securities in private or public transactions, we are not

a party to any binding agreements and there are no assurances we will be able to raise any additional third-party capital.

is also under no obligation to continue to lend us money or purchase equity securities from us.

If we are not able to raise sufficient

additional working capital as needed, absent a significant increase in our revenues we may be unable to grow our company.

WE FAIL TO DETECT ADVERTISING FRAUD OR OTHER ACTIONS THAT IMPACT OUR ADVERTISING CAMPAIGN PERFORMANCE, WE COULD HARM OUR REPUTATION WITH

ADVERTISERS OR AGENCIES, WHICH WOULD CAUSE OUR REVENUE AND BUSINESS TO SUFFER.

established, the Bright Mountain Media Advertising Services Business will rely on our ability to deliver successful and effective advertising

Some of those campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may

perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate

user traffic on websites.

Our business, financial condition, results of operations, prospects and the prevailing market price and performance of our common stock may be adversely affected by a number of factors, including the factors discussed below.

You should carefully consider the risk factors set forth below and elsewhere in this Annual Report on Form 10-K, together with all the other information included in this Annual Report on Form 10-K.

The risks and uncertainties described in this Annual Report on Form 10-K or in any document incorporated by reference herein are not the only risks and uncertainties that we face.

Additional risks that are not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

If any of the following risks and uncertainties develop into actual events, our business, financial condition, results of operations, prospects or the prevailing market price and performance of our common stock could be materially adversely affected, and you could lose your entire investment in our Company.

RISKS RELATED TO OUR COMPANY

We have a history of losses.

We incurred significant net losses for the years ending December 31, 2022, and 2021, and at December 31, 2022, we had a significant accumulated deficit.

There is substantial doubt that we will be able to significantly increase our revenues and gross profit to a level which supports profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become due.

The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors.

The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Centre Lane Senior Secured Credit Facility or equity capital.

The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured.

The Company may need to pursue other measures including reducing or delaying certain business activities, reducing general and administrative expenses, and reducing its headcount.

Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

The Company maintains domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks.

The domestic bank deposit balances may exceed the FDIC insurance limits.

Also, in the foreign markets we serve, we also maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency.

These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets.

We are dependent upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.

We do not generate sufficient gross profit to pay our operating expenses and we reported a net loss in 2022 and 2021.

During 2022 and 2021, we were dependent on borrowing under the Amended and Restated Centre Lane Senior Secured Credit Facility (the "Centre Lane Senior Secured Credit Facility") to support our working capital needs.

We are not a party to any binding agreements and there are no assurances we will be able to raise any additional third-party capital.

If we are not able to raise sufficient additional working capital as needed, and absent a significant increase in our revenue, we may be unable to grow our Company.

If we fail to detect advertising fraud or other actions that impact our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer.

Some campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate user traffic on websites.

These activities could overstate the performance of any given advertising campaign and could harm our reputation.

It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content and rely in part on our

customers to control such activity.

If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers

may experience or perceive a reduced return on their investment and our reputation may be harmed.

High levels of fraudulent or malicious

activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business.

ADVERTISING ON THE INTERNET LOSES ITS APPEAL, OUR REVENUE COULD DECLINE.

business model may not continue to be effective in the future for a number of reasons, including:

decline in the rates that we can charge for advertising and promotional activities;

inability to create applications for our customers;

fact that Internet advertisements and promotions are, by their nature, limited in content relative to other media;

may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their existing

direct marketing efforts;

may prefer other forms of Internet advertising and promotions that we do not offer;

quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss in

customers or revenue;

actions may negatively impact our business practices.

the number of companies who purchase online advertising and promotional services from us does not grow, we may experience difficulty

in attracting publishers, and our revenue could decline.

SUCCESS IS DEPENDENT UPON OUR ABILITY TO EFFECTIVELY EXPAND AND MANAGE OUR RELATIONSHIPS WITH OUR PUBLISHERS.

of our owned and operated websites, we are dependent upon our publishing partners to provide the media we sell.

We depend on these publishers

to make their respective media inventories available to us to use in connection with the campaigns that we manage, create or market.

Our growth depends, in part, on our ability to expand and maintain our publisher relationships within our network and to have access

to new sources of media inventory such as new partner websites and Facebook pages that offer attractive demographics, innovative and

quality content and growing Web user traffic volume.

Our ability to attract new publishers to our networks and to retain Web publishers

currently in our networks will depend on various factors, some of which are beyond our control.

These factors include, but are not limited

to, our ability to introduce new and innovative products and services, our pricing policies, and the cost-efficiency to Web publishers

of outsourcing their advertising sales.

In addition, the number of competing intermediaries that purchase media inventory from Web publishers

continues to increase.

In the event we are not able to maintain effective relationships with our publishers, our ability to distribute

our advertising campaigns will be greatly hindered which will reduce the value of our services and adversely impact our results of operations

in future periods.

ARE DEPENDENT ON REVENUES FROM A LIMITED NUMBER OF CUSTOMERS.

2021, one customer represents 8.6% of revenue and for 2020, one customer represents 9.6% of revenue.

The loss of these customers

could have a material adverse impact on our results of operations in future periods.

ARE SUBJECT TO SEASONAL FLUCTUATIONS IN OUR REVENUES IN FUTURE PERIODS.

advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of holiday

related ad spend.

It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content and rely in part on our customers to control such activity.

If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed.

High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, demands for refunds or future credit or withdrawal of future business.

If advertising on the Internet loses its appeal, our revenue could decline.

Our business model may not continue to be effective in the future for a number of reasons, including:

• a decline in the rates that we can charge for advertising and promotional activities;

• our inability to create applications for our customers;

• the fact that Internet advertisements and promotions are, by their nature, limited in content relative to other media;

• companies may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their existing direct marketing efforts;

• companies may prefer other forms of Internet advertising and promotions that we do not offer;

• the quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss in customers or revenue;

• regulatory actions may negatively impact our business practices.

If the number of companies who purchase online advertising and promotional services from us does not grow, we may experience difficulty in attracting publishers, and our revenue could decline.

Our success is dependent upon our ability to effectively expand and manage our relationships with our publishers.

Outside of our owned and operated websites, we are dependent upon our publishing partners to provide the media we sell.

We depend on these publishers to make their respective media inventories available to us to use in connection with the campaigns that we manage, create or market.

Our growth depends, in part, on our ability to expand and maintain our publisher relationships within our network and to have access to new sources of media inventory such as new partner websites and Facebook pages that offer attractive demographics, innovative and quality content and growing Web user traffic volume.

Our ability to attract new publishers to our networks and to retain Web publishers currently in our networks will depend on various factors, some of which are beyond our control.

These factors include, but are not limited to, our ability to introduce new and innovative products and services, our pricing policies, and the cost-efficiency to Web publishers of outsourcing their advertising sales.

In addition, the number of competing intermediaries that purchase media inventory from Web publishers continues to increase.

In the event we are not able to maintain effective relationships with our publishers, our ability to distribute our advertising campaigns will be greatly hindered which will reduce the value of our services and adversely impact our results of operations in future periods.

We are dependent on revenues from a limited number of customers.

For the year ended December 31, 2022, one customer represented 37.7% of our revenue, and for the year ended December 31, 2021, the same one customer represented 8.6% of our revenue.

The loss of this customer could have a material adverse impact on our results of operations in future periods.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

It is not possible for us to predict the future level of demand for our services that will be generated by this customer.

In addition, revenues from this customer may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control.

If this customer experiences declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services or we could lose a major customer.

Any such development could have an adverse effect on our margins and financial position and would negatively affect our revenues and results of operations and/or trading price of our Common Stock.

We are subject to seasonal fluctuations in our revenues in future periods.

Typically advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of holiday-related advertising spending.

Our experience since transitioning to focus solely on our advertising segment has been consistent with this trend.

Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results

for the full year or for future years or quarters.

ACQUISITION OF NEW BUSINESSES IS COSTLY AND THESE ACQUISITIONS MAY NOT ENHANCE OUR FINANCIAL CONDITION.

significant element of our growth strategy has been to acquire companies which complement our business.

The process to undertake a potential

acquisition can be time-consuming and costly.

We have expended and expect to continue to expend significant resources to undertake business,

financial and legal due diligence on potential acquisition targets.

In addition, there is no guarantee that we will acquire the company

after completing due diligence.

The process of identifying and consummating an acquisition could result in the use of substantial amounts

of cash and exposure to undisclosed or potential liabilities of acquired companies.

In some instances, we may be required to provide

historic audited financial statements for up to two years for acquisition targets in compliance with the rules and regulations of the

Securities and Exchange Commission (“SEC”).

The necessity to provide these audited financial statements will increase the

costs to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials,

we may be unable to pursue an acquisition which might otherwise be accretive to our business.

In addition, even if we are successful

in acquiring additional companies, there are no assurances that the operations of these businesses will enhance our future financial

To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price, some or

all of the goodwill related to that acquisition could be charged against our future earnings, if any.

ACQUISITION(S)

MAY DISRUPT GROWTH.

may pursue strategic acquisitions in the future.

Risks in acquisition transactions include difficulties in the integration of acquired

businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties

in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired

businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses,

and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses.

Fully integrating

an acquired company or business into our operations may take a significant amount of time.

We cannot assure you that we will be successful

in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

These risks may prevent

us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic

transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened

if we complete a large acquisition or multiple acquisitions within a short period of time.

SECURITY BREACHES COULD HARM OUR BUSINESS.

confidence in our websites depends on maintaining strong security features.

While we are unaware of any security breaches to date, experienced

programmers or “hackers” could penetrate sectors of our systems.

Because a hacker who is able to penetrate network security

could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant capital and resources

to protect against or to alleviate problems caused by hackers.

Additionally, we may not have a timely remedy against a hacker who is

able to penetrate our network security.

Such security breaches could materially affect our operations, damage our reputation and expose

us to risk of loss or litigation.

In addition, the transmission of computer viruses resulting from hackers or otherwise could expose

us to significant liability.

Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years or quarters.

The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.

A significant element of our growth strategy has been to acquire companies which complement our business.

The process to undertake a potential acquisition can be time-consuming and costly.

We have expended and expect to continue to expend significant resources to undertake business, financial and legal due diligence on potential acquisition targets.

In addition, there is no guarantee that we will acquire the company after completing due diligence.

The process of identifying and consummating an acquisition could result in the use of substantial amounts of cash and exposure to undisclosed or potential liabilities of acquired companies.

In some instances, we may be required to provide historic audited financial

statements for up to two years for acquisition targets in compliance with the rules and regulations of the SEC.

The necessity to provide these audited financial statements will increase the costs to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials, we may be unable to pursue an acquisition which might otherwise be accretive to our business.

In addition, even if we are successful in acquiring additional companies, there are no assurances that the operations of these businesses will enhance our future financial condition.

To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price, some or all of the goodwill related to that acquisition could be charged against our future earnings, if any.

Acquisition(s) may disrupt growth.

We may pursue strategic acquisitions in the future.

Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses.

Fully integrating an acquired company or business into our operations may take a significant amount of time.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions.

These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

Our management may be unable to effectively integrate our acquisitions and to manage our growth, and we may be unable to fully realize any anticipated benefits of these acquisitions.

We are subject to various risks associated with our growth strategy, including the risk that we will be unable to identify and recruit suitable acquisition candidates in the future or to integrate and manage the acquired companies.

Acquired companies’ histories, the geographical location, business models and business cultures will be different from ours in many respects.

Successful integration of these acquisitions is subject to a number of challenges, including:

• the diversion of management time and resources and the potential disruption of our ongoing business;

• difficulties in maintaining uniform standards, controls, procedures and policies;

• unexpected costs and time associated with upgrading both the internal accounting systems as well as educating each of their staff as to the proper methods of collecting and recording financial data;

• potential unknown liabilities associated with acquired businesses;

• the difficulty of retaining key alliances on attractive terms with partners and suppliers;

• the difficulty of retaining and recruiting key personnel and maintaining employee morale.

There can be no assurance that our efforts to integrate the operations of any acquired assets or companies will be successful, that we can manage our growth or that the anticipated benefits of these proposed acquisitions will be fully realized.

Online security breaches or other disruptions of our information technology systems could harm our business.

The efficient operation of our business depends on our information technology systems.

We collect, process, store, and share.

We rely on encryption and authentication technology to effect secure transmission of such information.

These systems may be susceptible to damage, disruptions or shutdowns due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events.

We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

User confidence in our websites depends on maintaining strong security features.

While we are unaware of any security breaches to date, experienced programmers or “hackers” could penetrate sectors of our systems.

Because a hacker who is able to penetrate network security could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant capital and resources to protect against or to alleviate problems caused by hackers.

We frequently update and improve our information security environment and assess and adopt new methods, devices, and technologies, but our policies and information security controls may not keep pace with emerging threats.

Additionally, we may not have a timely remedy against a hacker who is able to penetrate our network security.

information security evolve constantly and are increasingly sophisticated and complex, which makes detecting and successfully defending against them more difficult.

Undetected vulnerabilities may persist in our network environment over long periods of time and could come from or spread to the networks and systems of our suppliers and customers.

Such security breaches could materially affect our operations, damage our reputation and expose us to risk of loss or litigation.

In addition, the transmission of computer viruses resulting from hackers or otherwise could expose us to significant liability.

Our insurance policies may not be adequate to reimburse us for losses caused by security breaches.

face risks associated with security breaches affecting third parties with whom we have relationships.

MUST PROMOTE THE BRIGHT MOUNTAIN BRAND TO ATTRACT AND RETAIN USERS, ADVERTISERS AND STRATEGIC BUYERS.

success of the Bright Mountain brand depends largely on our ability to provide high quality content which is of interest to our users.

If our users do not perceive our existing content to be of high quality, or if we introduce new content or enter into new business ventures

that are not favorably perceived by users, we may not be successful in promoting and maintaining the Bright Mountain brand.

in the focus of our operations creates a risk of diluting our brand, confusing users and decreasing the value of our website traffic

base to advertisers.

If we are unable to maintain or grow the Bright Mountain brand, our business would be severely harmed.

MAY EXPEND SIGNIFICANT RESOURCES TO PROTECT OUR CONTENT OR TO DEFEND CLAIMS OF INFRINGEMENT BY THIRD PARTIES, AND IF WE ARE NOT SUCCESSFUL,

WE MAY LOSE RIGHTS TO USE SIGNIFICANT MATERIAL OR BE REQUIRED TO PAY SIGNIFICANT FEES.

success and ability to compete are dependent on our proprietary content.

We also face risks associated with security breaches affecting third parties with whom we have relationships.

In addition, government regulators may impose fines, penalties, and other civil or criminal consequences for security breaches and inadequate information security.

We must promote the Bright Mountain brand to attract and retain users, advertisers and strategic buyers.

The success of the Bright Mountain brand depends largely on our ability to provide high quality content which is of interest to our users.

If our users do not perceive our existing content to be of high quality, or if we introduce new content or enter into new business ventures that are not favorably perceived by users, we may not be successful in promoting and maintaining the Bright Mountain brand.

Any change in the focus of our operations creates a risk of diluting our brand, confusing users and decreasing the value of our website traffic base to advertisers.

If we are unable to maintain or grow the Bright Mountain brand, our business could be severely harmed.

We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use significant material or be required to pay significant fees.

Our success and ability to compete are dependent on our proprietary content.

We rely exclusively on copyright law to protect our content.

While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation

of our content, which could severely harm our business.

In addition to content written by our employees, we also acquire content from

various freelance providers and other third-party content providers.

While we attempt to ensure that such content may be freely used

by us, other parties may assert claims of infringement against us relating to such content.

We may need to obtain licenses from others

to refine, develop, market and deliver new content or services.

We may not be able to obtain any such licenses on commercially reasonable

terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR CLAIMS BY OTHERS THAT WE INFRINGE THEIR INTELLECTUAL PROPERTY RIGHTS COULD SUBSTANTIALLY

HARM OUR BUSINESS.

website domain names are crucial to our business.

However, as with phone numbers, we do not have and cannot acquire any property rights

in an internet address.

The regulation of domain names in the United States and in other countries is also subject to change.

bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding

domain names.

As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our

While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation of our content, which could severely harm our business.

In addition to content written by our employees, we also acquire content from various freelance providers and other third-party content providers.

While we attempt to ensure that such content may be freely used by us, other parties may assert claims of infringement against us relating to such content.

We may need to obtain licenses from others to refine, develop, market and deliver new content or services.

We may not be able to obtain any such licenses on commercially reasonable terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Our website domain names are crucial to our business.

However, as with phone numbers, we do not have and cannot acquire any property rights in an internet address.

The regulation of domain names in the U.S.

and in other countries is also subject to change.

Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names.

As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business.

We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights.

Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing

on the proprietary rights of others.

Despite these measures, any of our intellectual property rights could be challenged, invalidated,

circumvented or misappropriated.

Others may independently discover our trade secrets and proprietary information, and in such cases,

we could not assert any trade secret rights against such parties.

Costly and time-consuming litigation could be necessary to enforce

and determine the scope of our intellectual property rights.

Therefore, in certain jurisdictions, we may be unable to protect our technology

and designs adequately against unauthorized third-party use, which could adversely affect our ability to compete.

AND IMPLEMENTING NEW AND UPDATED APPLICATIONS, FEATURES AND SERVICES FOR OUR WEBSITES MAY BE MORE DIFFICULT THAN EXPECTED, MAY TAKE LONGER

AND COST MORE THAN EXPECTED AND MAY NOT RESULT IN SUFFICIENT INCREASES IN REVENUE TO JUSTIFY THE COSTS.

and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new and updated

applications, features and services for our websites.

If we are unable to do so on a timely basis or if we are unable to implement new

applications, features and services without disruption to our existing ones, our ability to continue to expand our website traffic will

be in jeopardy.

Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others.

Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated.

Others may independently discover our trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights.

Therefore, in certain jurisdictions, we may be unable to protect our technology and designs adequately against unauthorized third-party use, which could adversely affect our ability to compete.

Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs.

Attracting and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new and updated applications, features and services for our websites.

If we are unable to do so on a timely basis or if we are unable to implement new applications, features and services without disruption to our existing ones, our ability to continue to expand our website traffic will be in jeopardy.

The costs of development of these enhancements may negatively impact our ability to achieve profitability.

be no assurance that the revenue opportunities from expanded website content, or updated technologies, applications, features or services

will justify the amounts ultimately spent by us.

WE ARE UNABLE TO OBTAIN OR MAINTAIN KEY WEBSITE ADDRESSES, OUR ABILITY TO OPERATE AND GROW OUR BUSINESS MAY BE IMPAIRED.

website addresses, or domain names, are critical to our business.

There can be no assurance that the revenue opportunities from expanded website content, or updated technologies, applications, features or services will justify the amounts ultimately spent by us.

If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical to our business.

We currently own more than 14 domain names.

However, the regulation

of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar

to ours, that infringe our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key

domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

TECHNOLOGY DEVELOPMENT EFFORTS MAY NOT BE SUCCESSFUL IN IMPROVING THE FUNCTIONALITY OF OUR NETWORK, WHICH COULD RESULT IN REDUCED TRAFFIC

ON OUR WEBSITES.

our websites do not work as intended, or if we are unable to upgrade the functionality of our websites as needed to keep up with the

rapid evolution of technology for content delivery, our websites may not operate properly, which could harm our business.

Additionally,

However, the regulation of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks or that otherwise decrease the value of our brands.

If we are unable to obtain or maintain key domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer.

The markets for our products and services are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements.

The introduction of products embodying new technology and the emergence of new industry standards can negatively impact the marketability of our existing products and can exert price pressures on existing products.

Additionally, if our websites do not work as intended, or if we are unable to upgrade the functionality of our websites as needed to keep up with the rapid evolution of technology for content delivery, our websites may not operate properly, which could harm our business.

It is critical to our success that we are able to anticipate and react quickly to changes in technology or in industry standards and to successfully develop, introduce, and achieve market acceptance of new, enhanced and competitive products and services on a timely basis and cost-effective basis.

Software product design, development and enhancement involve creativity, expense and the use of new development tools and learning processes.

Delays in software development processes are common, as are project failures, and either factor could harm our business.

ABILITY TO DELIVER OUR CONTENT DEPENDS UPON THE QUALITY, AVAILABILITY, POLICIES AND PRICES OF CERTAIN THIRD-PARTY SERVICE PROVIDERS.

rely on third parties to provide website hosting services.

In certain instances, we rely on a single service provider for some of these

In the event the providers were to terminate our relationship or stop providing these services, our ability to operate our

websites could be impaired.

There can be no assurance that we will successfully develop new products and services or enhance and improve our existing products and services, that new products and services and enhanced and improved existing products and services will achieve market acceptance or that the introduction of new products and services or enhanced existing products and services by others will not negatively impact us.

Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations.

Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers.

We rely on third parties to provide website hosting services.

In certain instances, we rely on a single service provider for some of these services.

In the event the providers were to terminate our relationship or stop providing these services, our ability to operate our websites could be impaired.

Our ability to address or mitigate these risks may be limited.

The failure of all or part of our website

hosting services could result in a loss of access to our websites which would harm our results of operations.

MAY BE HELD LIABLE FOR CONTENT, BLOGS OR THIRD PARTY LINKS ON OUR WEBSITE OR CONTENT DISTRIBUTED TO THIRD PARTIES AND OUR GENERAL LIABILITY

INSURANCE MAY NOT BE ADEQUATE TO COMPENSATE US FOR ALL LIABILITIES TO WHICH WE ARE EXPOSED.

a publisher and distributor of content over the internet, including blogs which appear on our websites and links to third-party websites

that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential

liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership

of the material that is published on or distributed from our websites.

These types of claims have been brought, sometimes successfully,

against online services, websites and print publications in the past.

Other claims may be based on errors or false or misleading information

provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment

The failure of all or part of our website hosting services could result in a loss of access to our websites which would harm our results of operations.

We may be held liable for content, blogs or third-party links on our website or content distributed to third parties, and our general liability insurance may not be adequate to compensate us for all liabilities to which we are exposed.

As a publisher and distributor of content over the internet, including blogs which appear on our websites and links to third-party websites that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership of the material that is published on or distributed from our websites.

These types of claims have been brought, sometimes successfully, against online services, websites and print publications in the past.

Other claims may be based on errors, or false or misleading information provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment advice.

Other claims may be based on links to sexually explicit websites.

Although we carry general liability insurance, our insurance

may not be adequate to indemnify us for all liabilities imposed.

Any liability that is not covered by our insurance or is in excess of

our insurance coverage could severely harm our financial condition and business.

Implementing measures to reduce our exposure to these

forms of liability may require us to spend substantial resources and limit the attractiveness of our websites to users.

MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY

ANTICIPATED BENEFITS OF THESE ACQUISITIONS.

are subject to various risks associated with our growth strategy, including the risk that we will be unable to identify and recruit suitable

acquisition candidates in the future or to integrate and manage the acquired companies.

Acquired companies’ histories, the geographical

location, business models and business cultures will be different from ours in many respects.

Successful integration of these acquisitions

is subject to a number of challenges, including:

diversion of management time and resources and the potential disruption of our ongoing business;

in maintaining uniform standards, controls, procedures and policies;

costs and time associated with upgrading both the internal accounting systems as well as educating each of their staff as to the

proper methods of collecting and recording financial data;

unknown liabilities associated with acquired businesses;

difficulty of retaining key alliances on attractive terms with partners and suppliers;

difficulty of retaining and recruiting key personnel and maintaining employee morale.

can be no assurance that our efforts to integrate the operations of any acquired assets or companies will be successful, that we can

manage our growth or that the anticipated benefits of these proposed acquisitions will be fully realized.

DEPEND ON THE SERVICE OF OUR CHAIRMAN OF THE BOARD.

THE LOSS OF HIS SERVICE COULD HURT OUR ABILITY TO OPERATE OUR BUSINESS IN FUTURE

success largely depends on the efforts, reputation and abilities of W.

Kip Speyer, our Chairman of the Board.

While we are a party to

an employment agreement with Mr.

Speyer and do not expect to lose his services in the foreseeable future, the loss of the services of

Speyer could materially harm our business and operations in future periods.

MUST HIRE, INTEGRATE AND/OR RETAIN QUALIFIED PERSONNEL TO SUPPORT OUR EXPECTED BUSINESS EXPANSION.

success also depends on our ability to attract, train and retain qualified personnel.

In addition, because our users must perceive the

content of our websites as having been created by credible and notable sources, our success also depends on the name recognition and

reputation of our editorial staff.

Competition for qualified personnel is intense and we may experience difficulty in hiring and retaining

highly skilled employees with appropriate qualifications.

If we fail to attract and retain qualified personnel, our business will suffer,

and we may be unable to timely meet our reporting obligations under Federal securities laws.

DELIVER ADVERTISEMENTS TO USERS FROM THIRD-PARTY ADVERTISING SERVICES WHICH EXPOSES OUR USERS TO CONTENT AND FUNCTIONALITY OVER WHICH

WE DO NOT HAVE ULTIMATE CONTROL.

display pay-per-click, banner, cost per acquisition “CPM”, direct, and other forms of advertisements to users that come from

third-party Advertising Services.

We do not control the content and functionality of such third-party advertisements and, while we provide

guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will not contain content

or functionality that is harmful to users.

Our inability to monitor and control what types of advertisements get displayed to users could

have a material adverse effect on our business, financial condition, and results of operations.

SERVICES MAY BE INTERRUPTED IF WE EXPERIENCE PROBLEMS WITH OUR NETWORK INFRASTRUCTURE.

performance of our network infrastructure is critical to our business and reputation.

Because our services are delivered solely through

the internet, our network infrastructure could be disrupted by a number of factors, including, but not limited to:

increases in usage of our services;

viruses and other security issues;

or other loss of connectivity provided by third-party internet service providers;

disasters or other catastrophic events;

failures or other hardware problems.

our services were to be interrupted, it could cause loss of users, customers, and business partners, which could have a material adverse.

SYSTEMS MAY FAIL DUE TO NATURAL DISASTERS, TELECOMMUNICATIONS FAILURES AND OTHER EVENTS, ANY OF WHICH WOULD LIMIT USER TRAFFIC.

websites are hosted by third party providers.

Any disruption of the computing platform at these third party providers could result in

a service outage.

Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failure to meet commitments,

and similar events could damage these systems and cause interruptions in the hosting of our websites.

Computer viruses, electronic break-ins

or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate any agreements

In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted

if the service is slow or unavailable.

Although we carry general liability insurance, our insurance may not be adequate to indemnify us for all liabilities imposed.

Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our financial condition and business.

Implementing measures to reduce our exposure to these forms of liability may require us to spend substantial resources and limit the attractiveness of our websites to users.

The loss of any of our key personnel could have a material adverse effect on our business, financial condition and results of operations.

Our success depends to a significant degree upon the continued contribution of our key executive officers, including Matthew Drinkwater, our chief executive officer.

Drinkwater has significant experience in the media business, and if

we should lose Mr.

Drinkwater, such loss could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, we do not maintain key man life insurance with respect to any of our executives.

We must hire, integrate and/or retain qualified personnel to support our business.

Our success also depends on our ability to attract, train and retain qualified personnel.

In addition, because our users must perceive the content of our websites as having been created by credible and notable sources, our success also depends on the name recognition and reputation of our editorial staff.

Competition for qualified personnel is intense and we may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

If we fail to attract and retain qualified personnel, our business will suffer, and we may be unable to timely meet our reporting obligations under Federal securities laws.

We deliver advertisements to users from third-party advertising services, which exposes our users to content and functionality over which we do not have ultimate control.

We display pay-per-click, banner, cost per acquisition (“CPM”), direct, and other forms of advertisements to users that come from third-party advertising services.

We do not control the content and functionality of such third-party advertisements and, while we provide guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will not contain content or functionality that is harmful to users.

Our inability to monitor and control what types of advertisements get displayed to users could negatively impact our reputation and have a material adverse effect on our business, financial condition and results of operations.

Our services may be interrupted if we experience problems with our network infrastructure.

The performance of our network infrastructure is critical to our business and reputation.

Because our services are delivered solely through the internet, our network infrastructure could be disrupted by a number of factors, including, but not limited to:

• unexpected increases in usage of our services;

• computer viruses and other security issues;

• interruption or other loss of connectivity provided by third-party internet service providers;

• natural disasters or other catastrophic events;

• server failures or other hardware problems.

If our services were to be interrupted, it could result in a loss of users, customers, and business partners, which could have a material adverse effect on our business, financial condition and results of operations.

Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic.

Our websites are hosted by third-party providers.

Any disruption of the computing platform at these third-party providers could result in a service outage.

Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failures to meet commitments and similar events could damage these systems and cause interruptions in the hosting of our websites.

Computer viruses, electronic break-ins or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate their agreements with us.

In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted if the service is slow or unavailable.

If any of these circumstances occurred, our business could be harmed.

Our insurance policies may

not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems.

We do not presently have

a formal disaster recovery plan.

websites must accommodate high volumes of traffic and deliver frequently updated information.

While we have not experienced any systems

failures to date, it is possible that we may experience systems failures in the future and that such failures could harm our business.

Our insurance policies may not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems.

We do not presently have a formal disaster recovery plan.

Our websites must accommodate high volumes of traffic and deliver frequently updated information.

While we have not experienced any systems failures to date, it is possible that we may experience systems failures in the future and that such failures could have a material adverse effect on our business.

In addition, our users depend on internet service providers, online service providers and other website operators for access to our websites.

Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other

difficulties due to system failures unrelated to our systems.

Any of these system failures could harm our business.

ARE UNABLE TO PREDICT THE IMPACT OF COVID-19 ON OUR BUSINESS.

our company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of the coronavirus

pandemic on our company is difficult at this stage in the viruses US expansion.

Thus far, we have experienced a pause in marketing campaigns

by a limited number of clients and a potential impact from a number of suppliers.

We have issued a work from home policy to protect our

employees and their families from potential virus transmission among co-workers, but have returned to our Corporate offices in Boca Raton,

FL since September 2020 while adhering to CDC and local/state recommendations.

Generally, marketing budgets tend to decline in times

of a recession.

We have started to curtail expenses, including travel and we have issued a work from home policy to protect our employees

and their families from virus transmission associated with co-workers.

We are beginning to experience interruptions in our daily operations,

including financial reporting process, as a result of these policies.

We expect the revenue impact on our industry could vary dramatically

For example, we would expect to see less advertising demand from the travel, leisure and hospitality verticals and more

advertising demand in the health, technology, insurance, and pharmaceutical verticals.

We also maintain long-standing relationships with

Yahoo!, Google and others that provide access to hundreds of thousands of advertisers from which most of our Real Time Bidding and digital

publishing revenue originates.

Any adverse impact on the operations of those companies would have a correspondingly adverse impact on

our revenues in future periods.

We will continue to assess the impact of the COVID-19 pandemic on our company, however, at this time

we are unable to predict all possible impacts on our company, our operations, and our revenues.

Should revenues turn downwards both quickly

and dramatically, we would not be in a strong position to offset equally as quickly with expenses.

CONCERNS COULD IMPAIR OUR BUSINESS.

have a policy against using personally identifiable information obtained from users of our websites without the user’s permission.

In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission

or in violation of a stated privacy policy.

If we use personal information without permission or in violation of our policy, we may face

potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce

In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify internet users that

the data may be used by marketing entities to direct product promotion and advertising to the user.

Other countries and political entities,

such as the European Union, have adopted such legislation or regulatory requirements.

The United States may adopt similar legislation

or regulatory requirements in the future.

If consumer privacy concerns are not adequately addressed, our business, financial condition

and results of operations could be materially harmed.

ARE SUBJECT TO A NUMBER OF REGULATORY RISKS, ANY FAILURE TO COMPLY WITH THE VARIOUS REGULATIONS COULD ADVERSELY IMPACT OUR BUSINESS.

are subject to a number of domestic and, to the extent our operations are conducted outside the United States, foreign laws and regulations

that affect companies conducting business on the internet and through other electronic means, many of which are still evolving and could

be interpreted in ways that could harm our business.

United States and foreign regulations and laws potentially affecting our business

are evolving frequently.

We currently have not developed our internal compliance program, nor do we have policies in place to monitor

Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems and outside of our control.

Any of these system failures could harm our business, financial condition and results of operations.

We are unable to predict the impacts of COVID-19 and any other future pandemic or outbreak of disease on our business.

Our business and operations could be adversely affected by future health pandemics or outbreak of disease, including the COVID-19 pandemic, impacting the markets and communities in which we, our third-party vendors and customers operate.

Because our Company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of the COVID-19 pandemic or other future health pandemics on our Company is difficult.

The COVID-19 pandemic has affected our operations in the past and may continue to do so in the future.

For example, with the COVID-19 pandemic, we experienced a pause in marketing campaigns by a limited number of clients and an adverse impact from several of suppliers.

We also experienced interruptions in our daily operations, including financial reporting process, as a result of certain policies and actions put into place to mitigate the effects of the COVID-19 pandemic.

We expect the revenue impact on our industry could vary dramatically by vertical.

For example, we would expect to see less advertising demand from the travel, leisure and hospitality verticals and more advertising demand in the health, technology, insurance, and pharmaceutical verticals.

We will continue to assess the impact of the COVID-19 pandemic on our Company, however, at this time we are unable to predict all possible impacts on our Company, our operations, and our revenues.

In addition, we cannot predict the impact any future pandemic or outbreak of a disease, or a catastrophic event will have on our business partners and third-party vendors, and we may be adversely impacted as a result of the adverse impact our third-party vendors suffer.

We maintain long-standing relationships with Yahoo!, Google and others that provide access to hundreds of thousands of advertisers from which most of our Real Time Bidding and digital publishing revenue originates.

Any adverse impact on the operations of those companies would have a correspondingly adverse impact on our revenues in future periods.

To the extent a pandemic or other catastrophic event adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our business, financial performance and condition, and results of operations.

Privacy concerns could impair our business.

We have a policy against using personally identifiable information obtained from users of our websites without the user’s permission.

In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission or in violation of a stated privacy policy.

If we use personal information without permission or in violation of our policy, we may face potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce merchants.

In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify internet users that the data may be used by marketing entities to direct product promotion and advertising to the user.

Other countries and political entities, such as the EU, have adopted such legislation or regulatory requirements.

may adopt similar legislation or regulatory requirements in the future.

If consumer privacy concerns are not adequately addressed, our business, financial condition and results of operations could be materially harmed.

We are subject to several regulatory risks, and any failure to comply with the various regulations could adversely impact our business.

We are subject to a number of domestic and, to the extent our operations are conducted outside the U.S., foreign laws and regulations that affect companies conducting business on the internet and through other electronic means, many of which are still evolving and could be interpreted in ways that could harm our business.

and foreign regulations and laws potentially affecting our business are evolving frequently.

We currently have not developed our internal compliance program, nor do we have policies in place to monitor compliance.

Instead, we rely on the policies of our publishing partners.

If we are unable to identify all regulations to which our business

is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits and penalties, including

but not limited to fines and other monetary liability or injunction that could prevent us from operating our business or certain aspects

of our business.

In addition, compliance with the regulations to which we are subject now or in the future may require changes to our

products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects

of our services.

If we are unable to identify all regulations to which our business is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits and penalties, including but not limited to fines and other monetary liability or injunction that could prevent us from operating our business or certain aspects of our business.

In addition, the evolving and at times overlapping regulatory regimes to which the Company is subject may change at any time.

Any changes to existing laws or regulations, or the adoption of new laws or regulations, may require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our services.

Any such action could have a material adverse effect on our business, results of operations and financial condition.

IS BOTH COSTLY AND TIME-CONSUMING AND THERE IS NO CERTAINTY OF A FAVORABLE RESULT.

are presently involved in litigation which is described elsewhere in this filing.

This litigation is both costly and time consuming and

has resulted in the diversion of management time and resources.

While we believe that all or a portion of our costs are covered by insurance,

there are no assurances that they are covered nor are there assurances that we will prevail in the litigation.

RELATING TO OUR INDEBTEDNESS

secured indebtedness may limit our ability to operate our business.

of December 31, 2021, we had $23.9 million and as of December 31, 2020, we had $19.0 million of outstanding secured indebtedness

under our outstanding credit facilities.

The instruments governing our existing secured indebtedness may inhibit our ability to incur

additional debt equity and require significant payments from the proceeds of any debt or equity sale without consent of the lender.

addition, we have additional covenants and obligations under the secured indebtedness which may limit our ability to operate our business.

Our ability to repay the indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of

debt service and principal thereby reducing funds available to implement our business strategy.

Our level of indebtedness could also

provide limits in our ability to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions

in the businesses in which we operate, and impair our ability to obtain additional financing for our business strategy.

If we are unable

to meet our obligations under the secured indebtedness, the lender may call a default and our business could be foreclosed upon or otherwise

January 26, 2022 and June 10, 2022, the Company and certain of its subsidiaries entered into seven amendments to the Amended

and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane

The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative

Agent and Collateral Agent dated June 5, 2020, as amended (the “Credit Agreement”).

The Credit Agreement was amended to provide

for an additional loan amount of $2.7 million, in the aggregate.

This term loan matures on June 30, 2023.

In addition, and as

part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $468 thousand which will be added and capitalized

to the principal amount of the original loan and the original loan terms apply.

RELATED TO THE OWNERSHIP OF OUR SECURITIES

Company’s economic performance has raised substantial doubts about our ability to continue as a going concern.

consolidated financial statements have been prepared assuming we will continue as a going concern.

We have experienced substantial and

recurring losses from operations, which losses have caused an accumulated deficit of $106.1 million at December 31, 2021.

These factors,

among others, raise substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

have material weaknesses in our disclosure controls and our internal control over financial reporting.

If we fail to remediate any material

weaknesses or if we fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report

our financial results could be adversely affected.

management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”).

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in accordance with United States generally accepted accounting principles (“GAAP”).

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 annual or interim financial statements will not be prevented or detected on a timely basis.

Historically, we have reported

material weaknesses in our disclosure controls and internal control over financial reporting.

These material weaknesses have resulted

in our failure to timely file certain periodic reports as required by SEC rules and regulations, and resulted in the restatement of our

financial statements as of and for the year ended December 31, 2019 and for each of the quarterly periods ended September 30, 2019, March

31, 2020, June 30, 2020 and September 30, 2020.

failure to remediate the material weaknesses or the identification of additional material weaknesses in the future could adversely affect

our ability to report financial information, including our filing of quarterly or annual reports with the SEC on a timely and accurate

Moreover, our failure to remediate the material weaknesses identified above or the identification of additional material weaknesses

could prohibit us from producing timely and accurate financial statements, which may adversely affect the market price of shares of our

common stock.

The Company is committed to resolving the material weaknesses by enhancing its accounting and finance department, implementing

a new organization wide ERP system with an inherent robust control structure, and utilizing external expertise related to all aspects

of internal control environments.

is a Limited Public Market For our Common Stock.

shares of Common Stock are currently quoted for trading on the OTC Expert Market.

There is a limited trading market for our shares of

common stock and a robust trading market for our securities may not develop in the foreseeable future.

If no market develops, it may

be difficult or impossible for you to sell your shares if you should desire to do so.

There is extremely limited and sporadic trading

of our common stock and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will

be sustained.

amount of working capital we have available could be adversely impacted by the amount of cash dividends we pay affiliates.

May 2, 2022, we had one series (“E’) of preferred stock outstanding that pay cash dividends and are owned by Mr.

Rogers, a former member of our board of directors.

During 2021, we paid cash dividends of $5,000 to this affiliate.

During 2020, we paid

cash dividends of $63,316 to these affiliates.

These dividend amounts are in addition to the $8,136 interest payments made to Mr.

under the terms of convertible promissory notes which were exchanged for one of the series of outstanding preferred stock in November

The payment of these cash dividends and interest payments reduces the amount of capital we have available to devote to the growth

of our company.

For additional information on these series of preferred stock please see Note 12 to the notes to our audited consolidated

financial statements.

have outstanding preferred stock, convertible notes, options and warrants to purchase approximately 39% of our outstanding common stock.

December 31, 2021, we had 149,810,383 shares of our common stock and 125,000 preferred stock outstanding.

Options, preferred stock and

warrants to purchase an aggregate of 37,363,543 shares of common stock are outstanding.

At December 31, 2020 we had 117,336,975 shares

of our common stock and 8,044,017 preferred stock outstanding.

Options, preferred stock and warrants to purchase an aggregate of 45,267,560

shares of common stock are outstanding.

The conversion or possible exercise of the warrants and/or options, will increase the total outstanding

shares by approximately 25% at December 31, 2021 and 39% at December 31, 2020, which will have a dilutive effect on our existing stockholders.

OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR EXERCISE.

December 31, 2021, we had common stock warrants outstanding to purchase an aggregate of up to 35,823,316 shares of our common stock with

an exercise price range between $0.65 and $1.00 per share.

During 2020, a total of 35,848,316 warrants were exercised in a cashless transaction

with exercise prices of $0.65 and $1.00 per share.

A balance of 512,867 warrants remain exercisable at $0.65 per share, which are held

by Spartan Capital employees and are exercisable on a cashless basis.

This means that the holder, rather than paying the exercise price

in cash, may surrender a number of warrants equal to the exercise price of the warrants being exercised.

It is possible that the warrant

holders will use the cashless exercise feature.

If all warrants are issued using the cashless exercise option, it will deprive us of

approximately $333,364 of additional capital that might otherwise be obtained if the warrants were exercised on a cash basis.

PROVISIONS OF OUR CHARTER DOCUMENTS AND FLORIDA LAW MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD DISCOURAGE AN ACQUISITION OF US BY OTHERS,

EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS AND MAY PREVENT ATTEMPTS BY OUR STOCKHOLDERS TO REPLACE OR REMOVE OUR

CURRENT MANAGEMENT.

in our amended and restated articles of incorporation and amended and restated bylaws, as well as provisions of Florida law, could make

it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders,

or remove our current management.

Litigation is both costly and time-consuming, and there is no certainty of a favorable result.

In the ordinary course of business, we may be involved in lawsuits and regulatory actions with customers, employees and others.

We are also subject to lawsuits filed by patent holders alleging patent infringement.

Due to the vagaries of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time may be difficult to ascertain.

These types of claims, as well as other types of lawsuits to which we are subject from time to time, can distract management’s attention from core business operations and impact operating results, particularly if a lawsuit results in an unfavorable outcome, or could harm the Company’s reputation with customers, employees, investors and others.

This litigation is both costly and time consuming and has resulted in the diversion of management time and resources.

While we believe that all or a portion of our costs are covered by insurance, there are no assurances that they are covered nor are there assurances that we will prevail in the litigation.

We presently do not have any material pending litigation or regulatory matters affecting us.

RISKS RELATING TO OUR INDEBTEDNESS

Our secured indebtedness may limit our ability to operate our business.

As of December 31, 2022, and 2021, we had $33.1 million and $26.3 million outstanding secured indebtedness under the Centre Lane Senior Secured Credit Facility, respectively.

The instruments governing our existing secured indebtedness may inhibit our ability to incur additional debt and require significant payments from the proceeds of any debt or equity sale without the consent of the lender.

In addition, we have additional covenants and obligations under the secured indebtedness which may limit our ability to operate our business.

Our ability to repay the indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of debt service and principal thereby reducing funds available to implement our business strategy.

Our level of indebtedness could also provide limits in our ability to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions in the businesses in which we operate and impair our ability to obtain additional financing for our business strategy.

If we are unable to meet our obligations under the secured indebtedness, the lender may call a default and our business could be foreclosed upon.

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

The Company’s economic performance has raised substantial doubts about our ability to continue as a going concern.

Our audited consolidated financial statements have been prepared assuming we will continue as a going concern.

We have experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $114.3 million at December 31, 2022.

Our independent registered public accounting firm’s report on our audited financial statements includes an explanatory paragraph related to substantial doubt about the Company’s ability to continue as a going concern.

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

We have material weaknesses in our disclosure controls and our internal control over financial reporting.

If we fail to remediate any material weaknesses or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”).

ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

generally accepted accounting principles (“GAAP”).

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 annual or interim financial statements will not be prevented or detected on a timely basis.

Historically, we have reported material weaknesses in our disclosure controls and internal control over financial reporting.

These material weaknesses have resulted in our failure to timely file certain periodic reports as required by SEC rules and regulations, and resulted in the restatement of our financial statements as of and for the years ended December 31, 2020 and December 31, 2021.

On March 6, 2023, the Board of Directors of the Company, upon the recommendation of the Audit Committee, determined that the Company’s previously issued unaudited consolidated financial statements as of and for each of the interim quarterly periods ended June 30, 2022 and September 30, 2022, should no longer be relied upon due to material errors contained in those financials statements primarily relating to the understatement of interest payable and interest expense under the Centre Lane Senior Secured Credit Facility and filed a Form 8-K to report such non-reliance.

Our failure to remediate the material weaknesses or the identification of additional material weaknesses in the future could adversely affect our ability to report financial information, including our filing of quarterly or annual reports with the SEC on a timely and accurate basis.

Moreover, our failure to remediate the material weaknesses identified above or the

identification of additional material weaknesses could prohibit us from producing timely and accurate financial statements, which may adversely affect the market price of shares of our Common Stock.

The Company is committed and has taken steps to resolve the material weaknesses by enhancing its accounting and finance department, implementing a new organization wide enterprise resource planning system with an inherent robust control structure, and utilizing external expertise related to all aspects of internal control environments.

There is a limited public market for our Common Stock.

Our shares of common stock, par value $0.01 per share, (the "Common Stock") are currently quoted for trading on the OTCQB Market.

There is a limited trading market for our shares of Common Stock and a robust trading market for our securities may not develop in the foreseeable future.

If no market develops, it may be difficult or impossible for you to sell your shares if you should desire to do so.

There is extremely limited and sporadic trading of our Common Stock, and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained.

The amount of working capital we have available could be adversely impacted by the amount of cash dividends and outstanding interest we pay affiliates.

As of December 31, 2021, we had one series, Series “E", of preferred stock outstanding that paid cash dividends and was owned by Mr.

Richard Rogers, a former member of our Board.

During the years ended December 31, 2022, and 2021, we paid cash dividends of $5,000 each year to Mr.

During the year ended December 31, 2022, Mr.

Rogers converted his shares of Series “E" preferred stock to shares of Common Stock.

As a result, as of December 31, 2022, no Series "E" preferred stock remained outstanding, and no further dividends payments will be required.

As of December 31, 2022, preferred stock dividends owed to Mr.

Kip Speyer, our chairman of the Board, totaled $691,000.

Speyer's preferred stock was converted to common stock during the year ended December 31, 2021.

At December 31, 2022 and 2021, accrued unpaid preference dividends due to Mr.

Speyer was $691,000 and $691,000, respectively, amounts for 2021 included $242,000 due within that year.

As of December 31, 2022, outstanding interest payable on the 10% convertible promissory notes (the "Convertible Notes") due to Mr.

Speyer totaled $31,000.

The outstanding Convertible Notes of $80,000 and interest are due to be repaid by November 2023.

The payment of these cash dividends, outstanding principal and interest payments reduces the amount of capital we have available to devote to the growth of our Company.

We have outstanding, convertible notes, options and warrants to purchase approximately 29% of our outstanding Common Stock.

As of December 31, 2022, we had 149,619,461 shares of Common Stock outstanding, with options, and warrants outstanding to purchase an aggregate of 42,515,976 shares of Common Stock.

As of December 31, 2021, we had 148,985,208 shares of Common Stock and 125,000 shares of preferred stock outstanding, with options, and warrants outstanding to purchase an aggregate of 37,238,543 shares of Common Stock.

The conversion or possible exercise of the preferred stock, warrants and/or options, would increase the total outstanding shares of Common Stock by approximately 29% at December 31, 2022 and 25% at December 31, 2021, which will have a dilutive effect on our existing shareholders.

Some provisions of our charter documents and Florida law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.

Provisions in our amended and restated articles of incorporation, as amended (the "Articles of Incorporation") and our amended and restated bylaws (the "Bylaws"), as well as provisions of Florida law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders, or remove our current management.

These include provisions that:

our board of directors to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as they may

that all vacancies on our board of directors, including as a result of newly created directorships, may, except as otherwise required

by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors

at a meeting of stockholders must provide advance notice in writing, and also satisfy requirements as to the form and content of

a stockholder’s notice;

provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in

any election of directors to elect all of the directors standing for election;

that special meetings of our stockholders may be called only by the board of directors or by the holders of at least 40% of our securities

entitled to notice of and to vote at such meetings.

provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult

for stockholders to replace members of our board of directors, who are responsible for appointing the members of our management.

607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us

or merging with us whether or not it is desired by or beneficial to our stockholders.

As permitted under Florida law, we have elected

not to be governed by this statute.

Any provision of our amended and restated articles of incorporation, amended and restated bylaws

or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive

a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our

shares of common stock or warrants.

COMPANY HAS A CONCENTRATION OF STOCK OWNERSHIP AND CONTROL, WHICH MAY HAVE THE EFFECT OF DELAYING, PREVENTING OR DETERRING A CHANGE OF

common stock ownership is highly concentrated.

• permit our Board to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

• provide that all vacancies on our Board, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

• provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide advance notice in writing, and also satisfy requirements as to the form and content of a shareholder’s notice;

• not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election;

• provide that special meetings of our shareholders may be called only by the Board or by the holders of at least 40% of our securities entitled to notice of and to vote at such meetings.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board, who are responsible for appointing the members of our management.

Section 607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us or merging with us whether or not it is desired by or beneficial to our shareholders.

As permitted under Florida law, we have elected not to be governed by this statute.

Any provision of our Articles of Incorporation, our Bylaws or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of Common Stock or warrants, and could also affect the price that some investors are willing to pay for our shares of Common Stock or warrants.

Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

Our Common Stock ownership is highly concentrated.

As of December 31, 2022, Mr.

Kip Speyer, our Chairman of the Board, together with members

of our board of directors and a principal stockholder, beneficially owns approximately 20.8% of our total outstanding shares of common

and preferred stock.

As a result of the concentrated ownership of the stock, Mr.

Speyer and our board of directors may be able to control

all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate

transactions.

Kip Speyer, our Chairman of the Board, together with members of our Board and a principal shareholder, beneficially own approximately 26.7% of our total outstanding shares of Common Stock and preferred stock.

As a result of the concentrated ownership of the Company's stock, Mr.

Kip Speyer and our Board may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company.

It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it

may affect the market price of our common stock.

DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE AND, AS SUCH, CAPITAL APPRECIATION, IF ANY,

OF OUR COMMON STOCK WILL BE YOUR SOLE SOURCE OF GAIN FOR THE FORESEEABLE FUTURE.

do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We currently intend to retain all available

funds and any future earnings to fund the development and growth of our business.

In addition, and any future loan arrangements we enter

into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

to our Amended and Restated Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue

is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check” preferred stock

with such designations, rights and preferences as may be determined from time to time by our board of directors.

Our board of directors

is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting

or other rights which could dilute the interest of, or impair the voting power of, our common stockholders.

As of the filing of this

10-K, we have 125,000 preferred stock outstanding.

are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of reduced

disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive

to investors and adversely affect the market price of our common stock or make it more difficult to raise capital as and when we need

are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not to emerging growth companies

including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved, and exemptions from any rules that the Public Company Accounting Oversight Board may adopt requiring mandatory

audit firm rotation or a supplement to the auditor’s report on the financial statements.

For as long as we qualify as an “emerging

growth company,” we may elect not to provide you with certain information, including certain financial information and certain

information regarding compensation of our executive officers, that we would have otherwise been required to provide in filings we make

with the SEC, which may make it more difficult for investors and securities analysts to evaluate us.

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

If some investors find

our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may

be more volatile.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain

circumstances could be for up to five years.

See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive

to investors and it may be difficult for us to raise additional capital as and when we need it.

Investors may be unable to compare our

business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies

in our industry.

If we are unable to raise additional capital as and when we need it, our business, results of operations, financial

condition and cash flows, and future prospects may be materially and adversely affected.

It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and it may affect the market price of our Common Stock.

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future and, as such, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

In addition, any future loan arrangements we enter into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our Common Stock.

Therefore, there can be no assurance that any dividends on our Common Stock will ever be paid.

As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our Common Stock.

Pursuant to our Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue is 344,000,000 shares, of which 324,000,000 shares are Common Stock, and 20,000,000 shares are “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board.

Our Board is empowered, without shareholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our Common Stock shareholders.

As of the filing of this Annual Report on Form 10-K, there are no outstanding preferred stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors