0001493152-24-032945 | 10-Q | XBRL Viewer

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Fair Value (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended				3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 15, 2024	May 31, 2024	Apr. 30, 2024	Mar. 31, 2024	Feb. 29, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Feb. 09, 2024
Restructuring Cost and Reserve [Line Items]
Issuance of acquisition share, value						$ (7)		$ (486)	$ (1,423)
Financial instruments measured at fair value						12,748		12,748		$ 0
Financial instruments measured fair value debt bridge notes						8,000		8,000		7,887
Debt fair value						102,372		102,372		$ 102,309
Trading price, per share										$ 2.38	$ 5.00
Change in valuation of contingent consideration							$ (90)	313	409
Change in valuation of contingent consideration							$ 90	(313)	(409)
Put Option [Member]
Restructuring Cost and Reserve [Line Items]
Exercise price										8.10
Trading price, per share										$ 5.72
Put Option [Member] \| Fexy Studios Acquistion [Member]
Restructuring Cost and Reserve [Line Items]
Issuance of common stock in connection with acquisitions, shares										274,692
Common Stock [Member]
Restructuring Cost and Reserve [Line Items]
Issuance of acquisition share, value								$ (3)	$ (2)
Issuance of common stock in connection with acquisitions, shares									274,692
Flexy Studios [Member]
Restructuring Cost and Reserve [Line Items]
Preceding acquistion price per share						$ 8.10		$ 8.10
Fexy Studios [Member]
Restructuring Cost and Reserve [Line Items]
Business Combination, Consideration Transferred	$ 2,478
Equal installments paid	$ 620	$ 620	$ 620	$ 620	$ 620
Flexy put option description	(i) $2,225 pursuant to the Fexy Put Option where the Company gave the recipients of the contingent consideration a right to put their 274,692 shares of the Company’s common stock; (ii) $200 deferred payment due under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable.
Fexy Studios [Member] \| Common Stock [Member]
Restructuring Cost and Reserve [Line Items]
Issuance of acquisition shares								274,692
Issuance of acquisition share, value								$ 379

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024.

The condensed consolidated financial statements as of June 30, 2024, and for the three months ended June 30, 2024 and 2023, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2023, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, increasing and continued elevated interest rates, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto, and the remaining effects of the COVID-19 pandemic may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.

The Company operates in one reportable segment.

Going Concern

Going Concern

The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

For the six months ended June 30, 2024, the Company incurred a net loss from continuing operations of $19,658, and as of June 30, 2024, had cash on hand of $6,085 and a working capital deficit of $231,579. The Company’s net loss from continuing operations and working capital deficit have been evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations when due. Management also evaluated the Company’s 2023 Notes (see Note 11), Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes (see Note 12) (collectively its “current debt”) that are subject to a forbearance period through the earlier of the following: (a) September 30, 2024, as further extended on July 12, 2024 to December 31, 2024 (as further described under the heading Arena Loan Agreement in Note 20); (b) the occurrence of the closing of the Business Combination (as further described in Note 18); or (c) the termination of the Business Combination prior to closing. In addition to the forgoing, management evaluated the August 2, 2024 shut down all of the operations and layoff of substantially all of the employees of Bridge Media Networks, LLC (“Bridge Media”), an affiliated entity of Simplify Inventions, LLC (“Simplify”), and both parties to the Business Combination. Unless the Company is able to refinance or modify the terms of its current debt it runs the risk that its debt could be called, therefore, it may not be able to meet its obligations when due.

In its evaluation, management determined that substantial doubt exists about the Company’s ability to continue as a going concern for a one-year period following the financial statement issuance date. The plans to seek refinancing or modification of the terms of its current debt, complete the Business Combination or enter into possible alternative structures or options to the transactions contemplated under the Business Combination which are discussed below are outside of management’s control.

The Company plans to refinance or modify the terms of its current debt, complete the Business Combination or enter into possible alternative structures or options to the transactions contemplated under the Business Combination based on its continuing discussions with Simplify (as further discussed under the heading Business Combination in Note 20) to alleviate the conditions that raised substantial doubt about its ability to continue as a going concern. However, there can be no assurance that the Company will be able to refinance or modify the terms of its current debt, complete the Business Combination or enter into possible alternative structures or options to the transactions contemplated under the Business Combination.

Use of Estimates

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: reserves for bad debt; capitalization of platform development costs and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; revenue recognition and estimates of standalone selling price of performance obligations for revenue contracts with multiple performance obligations; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; accounting for business combinations; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In June 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain disclosures for equity securities subject to contractual sale restrictions. The adoption of ASU 2022-03 on January 1, 2024 did not have a material impact on the Company’s condensed consolidated financial statements.

Loss per Common Share

Loss per Common Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period and excludes any dilutive effects of common stock equivalent shares, such as stock options, restricted stock, and warrants. All restricted stock awards are considered outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. All restricted stock units are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested. Contingently issuable shares are included in basic loss per common share only when there are no circumstances under which those shares would not be issued. Diluted loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding during the period using the treasury stock method.

The Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof to acquire shares of the Company’s common stock, from its calculation of net loss per common share, as their effect would have been anti-dilutive. Common stock equivalent shares are excluded from the diluted calculations when a net loss is incurred as they would be anti-dilutive.

	2024		2023
	As of June 30,
	2024		2023
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		1,774,128
Financing warrants		39,774		39,774
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		9,800
Restricted stock units		194,212		878,706
Common stock options		3,840,700		5,878,838
Total		5,098,290		9,595,050

Balance Sheet Components

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

4. Balance Sheet Components

The components of certain balance sheet amounts are as follows:

Accounts Receivable and Allowance for Credit Losses – The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital and print subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of June 30, 2024 and December 31, 2023 of $22,698 and $31,676, respectively, are presented net of allowance for credit losses.

The following table summarizes the allowance for credit losses activity:

	Six Months Ended June 30, 2024 (unaudited)		Year Ended December 31, 2023
Allowance for credit losses beginning of year	$	374	$	1,036
Additions		938		315
Deductions – write-offs		-		(977	)
Allowance for credit losses end of period	$	1,312	$	374

Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Prepaid expenses	$	2,060	$	2,139
Prepaid supplies		66		773
Refundable income and franchise taxes		157		157
Unamortized debt costs		-		209
Employee retention credits		2,468		2,468
Excess collections under line of credit		804		-
Other receivables		-		45
Total prepayments and other current assets	$	5,555	$	5,791

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company determined that it qualifies for the tax credit under the CARES Act. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned and to offset the credit against the related expenditure. For the three months ended June 30, 2023, the Company recorded the employee retention credits as a reduction to payroll and related expenses of $6,868, in operating expenses on the condensed consolidated statements of operations. As of June 30, 2024 and December 31, 2023, the Company has a receivable balance of $2,468 as presented in the above table in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Property and Equipment – Property and equipment are summarized as follows:

Schedule of Property and Equipment

	June 30, 2024 (unaudited)			December 31, 2023
	As of
	June 30, 2024 (unaudited)			December 31, 2023
Office equipment and computers	$	1,777		$	1,777
Leasehold Improvements		27			-
Furniture and fixtures		133			133
Gross property and equipment		1,937			1,910
Less accumulated depreciation and amortization		(1,712	)		(1,582	)
Net property and equipment	$	225		$	328

Depreciation and amortization expense for the three months ended June 30, 2024 and 2023 was $63 and $83, respectively. Depreciation and amortization expense for the six months ended June 30, 2024 and 2023 was $130 and $197, respectively. There were no impairment charges for the three months or six months ended June 30, 2024. Impairment charges for the three and six months ended June 30, 2023 of $0 and $55, respectively, were recorded for property and equipment on the condensed consolidated statements of operations.

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

	June 30, 2024 (unaudited)			December 31, 2023
	As of
	June 30, 2024 (unaudited)			December 31, 2023
Platform development	$	27,767		$	26,054
Less accumulated amortization		(20,387	)		(17,331	)
Net platform development	$	7,380		$	8,723

A summary of platform development activity for the six months ended June 30, 2024 is as follows:

Platform development beginning of year	$	26,054
Payroll-based costs capitalized		1,485
Less dispositions		-
Total capitalized costs		27,539
Stock-based compensation		228
Impairments		-
Platform development end of period	$	27,767

Amortization expense for the three months ended June 30, 2024 and 2023 was $1,507 and $1,585, respectively. Amortization expense for the six months ended June 30, 2024 and 2023 was $3,056 and $3,158, respectively. Amortization expense for platform development is included in cost of revenues on the condensed consolidated statements of operations. Impairment charges for the three and six months ended June 30, 2024 of $0 and $0, respectively, were recorded for platform development on the condensed consolidated statements of operations. Impairment charges for the three and six months ended June 30, 2023 of $0 and $64, respectively, were recorded for platform development on the condensed consolidated statements of operations.

Intangible Assets – Intangible assets subject to amortization consisted of the following:

	As of June 30, 2024 (unaudited)							As of December 31, 2023
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(17,333	)	$	-	$	17,333	$	(17,333	)	$	-
Trade name		5,181		(1,673	)		3,508		5,181		(1,547	)		3,634
Brand name		12,115		(3,024	)		9,091		12,774		(2,374	)		10,400
Subscriber relationships		2,150		(1,251	)		899		2,150		(1,121	)		1,029
Advertiser relationships		14,519		(3,528	)		10,991		15,182		(2,832	)		12,350
Database		1,140		(1,140	)		-		1,140		(1,140	)		-
Digital content		355		(355	)		-		355		(311	)		44
Total intangible assets	$	52,793	$	(28,304	)	$	24,489	$	54,115	$	(26,658	)	$	27,457

Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended June 30, 2024 and 2023 was $850 and $1,720, respectively, of which amortization expense for developed technology of $0 and $738, respectively, is included in cost of revenues on the condensed consolidated statements of operations. Amortization expense for the six months ended June 30, 2024 and 2023 was $1,770 and $3,498, respectively, of which amortization expense for developed technology of $0 and $1,534, respectively, is included in cost of revenues on the condensed consolidated statements of operations. Impairment charges for the three and six months ended June 30, 2024 of $0 and $1,198, respectively, were recorded as a result of the disposition of Fexy Studios intangible assets, including the advertiser relationships of $608 and brand names of $590, on the condensed consolidated statements of operations. No impairment charges for the three and six months ended June 30, 2023 were recorded for the intangible assets.

Accrued Expenses and Other – Accrued expenses and other are summarized as follows:

Schedule of Accrued Expenses

	June 30, 2024		December 31, 2023
	As of
	June 30, 2024		December 31, 2023
General accrued expenses	$	3,465	$	5,551
Accrued payroll and related taxes		6,418		4,515
Accrued publisher expenses		2,698		7,596
Accrued interest		8,756		3,824
Liabilities in connection with acquisitions and dispositions		68		1,119
Assumed lease liability		947		1,328
Lease termination liability		4,428		4,481
Other accrued expenses		490		489
Total accrued expenses and other	$	27,270	$	28,903

Schedule of Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Carrying value at beginning of year	$ 42,575	$ 39,344
Carrying value at end of period	42,575	42,575
Men's Journal [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition of Fexy Studios		1,246
Fexy Studios [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired in acquisition of Fexy Studios		$ 1,985

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

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+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-12471
Entity Registrant Name	THE ARENA GROUP HOLDINGS, INC.
Entity Central Index Key	0000894871
Entity Tax Identification Number	68-0232575
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Vesey Street
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10281
City Area Code	(212)
Local Phone Number	321-5002
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	AREN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,591,630

Schedule of Discontinued Operations (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

Operating expense

Net loss from discontinued operations

$ (1,249)

$ (7,957)

$ (91,887)

$ (12,810)

Assets

Current assets from discontinued operations

1,014

$ 43,648

Noncurrent assets from discontinued operations

18,217

Liabilities

Royalty fee liability

3,750

Current liabilities from discontinued operations

97,516

47,673

Noncurrent liabilities from discontinued operations

10,137

Cash flows from operating activities from discontinued operations

Net loss from discontinued operations

(1,249)

(7,957)

(91,887)

(12,810)

Sports Illustrated Media Business [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Revenue

404

24,734

22,252

47,696

Cost of revenue

865

16,287

14,846

28,232

Gross profit (loss)

(461)

8,447

7,406

19,464

Operating expense

Selling and marketing

499

12,599

12,002

24,721

General and administrative

^[1]

301

121

45,493

199

Amortization of intangible assets

3,670

2,401

7,340

Loss on impairment of assets

^[2]

39,391

Total operating expenses

800

16,390

99,287

32,260

Loss from discontinued operations

(1,261)

(7,943)

(91,881)

(12,796)

Income tax benefit

(14)

(6)

(14)

Net loss from discontinued operations

(1,249)

(7,957)

(91,887)

(12,810)

Assets

Accounts receivable, net

1,014

13,135

Subscription acquisition costs, current portion

29,706

Prepayments and other current assets

807

Current assets from discontinued operations

1,014

43,648

Subscription acquisition costs, net of current portion

7,215

Acquired and other intangibles assets, net

11,002

Noncurrent assets from discontinued operations

18,217

Total assets from discontinued operations

1,014

61,865

Liabilities

Accounts payable

1,735

2,554

Accrued expenses and other

1,665

1,868

Subscription refund liability

423

403

Royalty fee liability

^[3]

3,750

Termination fee liability

^[3]

45,000

Subscription liability, current portion

44,943

42,848

Current liabilities from discontinued operations

97,516

47,673

Subscription liability, net of current portion

10,137

Noncurrent liabilities from discontinued operations

10,137

Total liabilities from discontinued operations

97,516

$ 57,810

Cash flows from operating activities from discontinued operations

Net loss from discontinued operations

$ (1,249)

$ (7,957)

(91,887)

(12,810)

Stock-based compensation

564

1,261

Accounts receivable, net

12,121

2,059

Subscription acquisition costs

6,131

(7,273)

Prepayments and other current assets

807

836

Accounts payable

2,931

1,423

Accrued expenses and other

(203)

1,482

Subscription refund liability

Subscription liability

(8,042)

5,976

Termination fee liability

45,000

Net cash provided by operating activities from discontinued operations

$ 9,234

$ 339

[1]	General and administrative expenses for the six months ended June 30, 2024, includes a $45,000 termination fee liability.
[2]	Loss on impairment of assets for the six months ended June 30, 2024 of $39,391, includes $8,601 for the impairment of intangible assets and $30,790 for the impairment of subscription acquisition costs.
[3]	Further details related to the alleged and disputed royalty fee liability of

Leases (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublease income	$ 124		$ 249	$ 55
Cash payments	3,329		3,329
Lease termination liability	4,428		4,428		$ 4,481
October One Two Thousand and Twenty Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash payments	$ 4,000		$ 4,000
Imputed interest recognized			10.00%
Advertising expense			$ 492
Sublease Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sublease income			$ 355	$ 265

Simplify Loan (Details Narrative) - USD ($) $ in Thousands	Mar. 13, 2024	Jun. 30, 2024	Dec. 31, 2023
Working capital	$ 25,000
Company borrowed	7,748	$ 102,372	$ 102,309
Outstanding loan balance	$ 3,448
Simplyfy Loan [Member]
Company borrowed		$ 12,748
Working Capital Loan Agreement [Member]
Applicable interest rate	5.00%
Simplyfy Loan [Member]
Interest rate	10.00%

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Number of reportable segment \| Segment			1
Net loss from continuing operations	$ 6,938	$ 11,527	$ 19,658	$ 26,051
Cash	6,085	$ 5,489	6,085	$ 5,489	$ 9,284
Working capital	$ 231,579		$ 231,579

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(13))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-SubTopic 10
-Section 45
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-18

+ Details

Schedule of Long Term Debt (Details) (Parenthetical)	Jun. 30, 2024	Dec. 31, 2023
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	10.20%	10.20%
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	10.20%	10.20%
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate, percentage	10.10%	10.10%

Goodwill

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

6. Goodwill

The changes in carrying value of goodwill are as follows:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Carrying value at beginning of year	$	42,575	$	39,344
Goodwill acquired in acquisition of Men’s Journal		-		1,246
Goodwill acquired in acquisition of Fexy Studios		-		1,985
Carrying value at end of period	$	42,575	$	42,575

Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	$ 16,465	$ 20,855	$ 36,473	$ 38,945
Selling and marketing	3,751	6,904	8,315	12,751
General and administrative	8,632	11,601	18,767	24,576
Total costs charged to operations	13,296	19,570	30,180	39,607
Total stock-based compensation			1,976	12,616
Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	271	808	656	2,791
Selling and marketing	38	296	147	664
General and administrative	190	4,014	609	7,900
Total costs charged to operations	499	5,118	1,412	11,355
Capitalized platform development	20	241	228	548
Total stock-based compensation	519	5,359	1,640	11,903
Restricted Stock [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	84	664	119	1,458
Selling and marketing	9	63	11	128
General and administrative	114	2,335	304	4,687
Total costs charged to operations	207	3,062	434	6,273
Capitalized platform development
Total stock-based compensation	207	3,062	434	6,273
Common Stock Awards [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	184	138	531	1,327
Selling and marketing	29	233	136	536
General and administrative	76	1,429	305	2,717
Total costs charged to operations	289	1,800	972	4,580
Capitalized platform development	20	241	228	548
Total stock-based compensation	309	2,041	1,200	5,128
Warrant [Member] \| Stock Based Compensation [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cost of revenue	3	6	6	6
Selling and marketing
General and administrative		250		496
Total costs charged to operations	3	256	6	502
Capitalized platform development
Total stock-based compensation	$ 3	$ 256	$ 6	$ 502

Fair Value

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

9. Fair Value

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

Fexy Put Option – The Company accounted for certain common stock issued in connection with the Fexy Studios acquisition that is subject to a put option (the “Fexy Put Option”), which provides for a cash payment to the sellers on the first anniversary date of the closing (on January 11, 2024) in the event the common stock trading price on such date is less than the common stock trading price on the day immediately preceding the acquisition date of $8.10 per share, as a derivative liability, which requires the Company to carry such amounts on the condensed consolidated balance sheets as a liability at fair value, as adjusted at each reporting period-end.

On February 15, 2024, in connection with the contingent consideration related to the acquisition of Fexy Studios, the Company agreed to pay the amount due of $2,478 in four (4) equal installments of approximately $620 starting February 16, 2024 (paid $620 in February 2024) and then on the 15th day of each March (paid $620 in March 2024), April (paid $620 in April 2024) and May (paid $620 in May 2024) of 2024 comprised of the following: (i) $2,225 pursuant to the Fexy Put Option where the Company gave the recipients of the contingent consideration a right to put their 274,692 shares of the Company’s common stock; (ii) $200 deferred payment due under the purchase agreement; and (iii) $53 in other costs and reimbursable transition expenses payable. During the six months ended June 30, 2024, the Company paid the Fexy Put Option and recorded the repurchase of 274,692 shares of the Company’s common stock issued in connection with the acquisition, resulting in a loss of $379 as reflected on the condensed consolidated statements of stockholders’ deficiency.

The Company’s current debt, carried at amortized cost, consists of the Simplify Loan, the 2023 Notes and the Debt (all as further described below) with a carrying value of $12,748, $8,000 and $102,372 as of June 30, 2024, respectively, and $0, $7,887 and $102,309 as of December 31, 2023, respectively, which approximates fair value due to their short term nature and based on current market interest rates for debt instruments of similar credit standing.

Liabilities measured at fair value on a recurring basis consisted of the following as of December 31, 2023:

Fair Value

Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)

Significant
Other
Observable
Inputs

(Level 2)

Significant
Unobservable
Inputs

(Level 3)

Contingent consideration

1,571

Contingent Consideration – The fair value of the contingent consideration was primarily dependent on the common stock trading price on the first anniversary of the closing of Fexy Studios, or January 11, 2024. As of December 31, 2023, the estimated fair value was calculated based on the $8.10 put option amount based on the exercise price of the Company’s common stock at the acquisition date, less the $2.38 the Company’s common stock trading price as of the reporting date, or $5.72 per share, multiplied by the number of shares subject to the put option of 274,692, which approximated the value if the Black-Scholes option-pricing model was used given the proximity date of the put option.

For the six months ended June 30, 2024 and 2023, the change in valuation of the contingent consideration of $313 and $409, respectively, was recognized in other expense on the condensed consolidated statements of operations. For the three months ended June 30, 2024 and 2023, the change in valuation of the contingent consideration of $0 (the Fexy Put Option was called in the three months ended March 31, 2024) and $90, respectively, was recognized in other expense on the condensed consolidated statements of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 6A
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions and Dispositions

3. Acquisitions and Dispositions

The Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805), and uses the fair value concepts which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date.

Teneology, Inc. – On January 11, 2023, the Company entered into an asset purchase agreement with Teneology, Inc., (“Teneology”) pursuant to which it acquired certain assets (consisting of the RoadFood media business, including digital and television assets; the Moveable Feast media business, including digital and television assets; the Fexy-branded content studio business; and the MonkeySee YouTube Channel media business, collectively “Fexy Studios”), for a purchase price of $3,307. The purchase price consisted of the following: (1) $500 cash paid at closing (including an advance payment of $250 prior to closing); (2) $75 deferred cash payments due in three equal installments of $25 on March 1, 2023 (paid), April 1, 2023 (paid) and May 1, 2023 (paid); (3) $200 deferred cash payment due on the first anniversary of the closing date, subject to certain indemnity provisions (paid in May 2024); and (4) the issuance of 274,692 shares of the Company’s common stock, subject to certain lock-up provisions, with a fair value of $2,000 on the transaction closing date (fair value was determined based on an independent appraisal); and which was subject to a put option under certain conditions (the “contingent consideration”) with a final vesting date of January 11, 2024 (further details for (3) and (4) are provided in Note 9). The number of shares of the Company’s common stock issued was determined based on a $2,225 value using the common stock trading price on the day immediately preceding the January 11, 2023 closing date (on the closing date the common stock trading price was $7.94 per share). The agreement also provided for a cash retention pool for certain employees of $300, subject to vesting over three years upon continued employment and other conditions.

The composition of the purchase price is as follows:


Cash	$	500
Common stock		2,000
Contingent consideration		561
Deferred cash payments, as discounted		246
Total purchase consideration	$	3,307

The Company accounted for the asset acquisition as a business combination in accordance with ASC 805 since the acquisition met the definition of a business under the applicable guidance.

The Company incurred $99 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing date of the acquisition based upon their respective fair values as summarized below:


Advertiser relationships	$	663
Brand names		659
Goodwill		1,985
Net assets acquired	$	3,307

The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The fair value of the advertiser relationships were valued using the excess earnings method of the income approach and the brand names were valued using the relief-from-royalty method of the income approach. The estimated useful life is fifteen years (15.0 years) for the advertiser relationships and twelve years (12.0 years) for the brand names.

The excess-of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment. The Company expects $1,678 of goodwill to be deductible for tax purposes.

Further details related to an impairment of intangible assets (i.e., the advertiser relationships and brand names) are provided under the heading Intangible Assets in Note 4.

Supplemental Pro forma Information

The pro forma disclosures have been deemed impracticable for this acquisition since after making reasonable efforts the Company is unable to accept assumptions made by Teneology. The Company has determined, based on the information provided by Teneology and made available to the Company, that the earnings from the prior periods could not be verified since the acquisition only included certain activities of Teneology and financial statements were not available. In this regard, the Company: (1) made reasonable effort to obtain certain financial results of the certain activities but Teneology was unable to comply with this request; and (2) the presentation of the pro forma results and the assumptions made by Teneology management were unable to be independently substantiated.

2023 Disposition

On November 17, 2023, the Company sold certain assets related to one of Parade’s business components known as Athlon Outdoors for cash proceeds of $1,061 ($1,000 sale price (with a target working capital of $272) plus a preliminary working capital adjustment of $61), as further reduced by a final working capital adjustment of $153, as reflected in accrued expenses and other on the consolidated balance sheets, resulting in a final sale price of $908. In connection with the sale, the Company disposed of certain advertiser relationships and trade name relating to that business component with a carrying value of $639 and $172, respectively, along with the accounts receivable and accounts payable of the business component of $453 and $31, respectively, resulting in a recognized loss on sale of assets of $325 as reflected on the condensed consolidated statements of operations.

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

16. Revenue Recognition

Disaggregation of Revenue

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

Schedule of Disaggregation of Revenue

	2024		2023		2024		2023
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue by category:
Digital revenue
Digital advertising	$	20,718	$	23,019	$	43,466	$	42,112
Digital subscriptions		1,370		3,186		3,704		6,847
Licensing and syndication revenue		2,621		3,100		4,921		6,451
Other digital revenue		1,721		1,219		3,007		1,770
Total digital revenue		26,430		30,524		55,098		57,180
Print revenue
Print advertising		-		1,060		-		1,716
Print subscriptions		753		2,488		1,026		3,594
Total print revenue		753		3,548		1,026		5,310
Total	$	27,183	$	34,072	$	56,124	$	62,490
Revenue by geographical market:
United States	$	25,188	$	32,949	$	52,599	$	60,268
Other		1,995		1,123		3,525		2,222
Total	$	27,183	$	34,072	$	56,124	$	62,490
Revenue by timing of recognition:
At point in time	$	25,813	$	30,886	$	52,420	$	55,643
Over time		1,370		3,186		3,704		6,847
Total	$	27,183	$	34,072	$	56,124	$	62,490
Total revenue	$	27,183	$	34,072	$	56,124	$	62,490

For the three months and six ended June 30, 2024 and 2023, disaggregated revenue represents revenue from continuing operations.

Contract Balances

The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.

The following table provides information about contract balances:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Unearned revenue (short-term contract liabilities):
Digital revenue	$	10,719	$	16,938
	$	10,719	$	16,938
Unearned revenue (long-term contract liabilities):
Digital revenue	$	530	$	542
Total long-term contract liabilities	$	530	$	542

Unearned Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under certain contracts and are recognized as revenue over time. The Company records contract liabilities as unearned revenue on the condensed consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Leases

Operating lease costs during the year

$ 9

$ 159

^[1]

$ 399

^[1]

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

792

241

Operating lease liability arising from obtaining lease right-of-use assets during the period

$ 2,583

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

6 years 3 days

1 year 3 months 3 days

6 years 3 days

1 year 3 months 3 days

Weighted-average discount rate during the year

10.85%

9.90%

10.85%

9.90%

[1]	Operating lease costs is presented net of sublease income that is not material.

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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

Schedule of Disaggregation of Revenue

	2024		2023		2024		2023
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue by category:
Digital revenue
Digital advertising	$	20,718	$	23,019	$	43,466	$	42,112
Digital subscriptions		1,370		3,186		3,704		6,847
Licensing and syndication revenue		2,621		3,100		4,921		6,451
Other digital revenue		1,721		1,219		3,007		1,770
Total digital revenue		26,430		30,524		55,098		57,180
Print revenue
Print advertising		-		1,060		-		1,716
Print subscriptions		753		2,488		1,026		3,594
Total print revenue		753		3,548		1,026		5,310
Total	$	27,183	$	34,072	$	56,124	$	62,490
Revenue by geographical market:
United States	$	25,188	$	32,949	$	52,599	$	60,268
Other		1,995		1,123		3,525		2,222
Total	$	27,183	$	34,072	$	56,124	$	62,490
Revenue by timing of recognition:
At point in time	$	25,813	$	30,886	$	52,420	$	55,643
Over time		1,370		3,186		3,704		6,847
Total	$	27,183	$	34,072	$	56,124	$	62,490
Total revenue	$	27,183	$	34,072	$	56,124	$	62,490

Schedule of Contract with Customer, Asset and Liability

The following table provides information about contract balances:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Unearned revenue (short-term contract liabilities):
Digital revenue	$	10,719	$	16,938
	$	10,719	$	16,938
Unearned revenue (long-term contract liabilities):
Digital revenue	$	530	$	542
Total long-term contract liabilities	$	530	$	542

Schedule of Fair Value of Financial Instruments (Details) - Contingent Consideration [Member] $ in Thousands	Jun. 30, 2024 USD ($)
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Long term debt fair value	$ 1,571
Fair Value, Inputs, Level 1 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Long term debt fair value
Fair Value, Inputs, Level 2 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Long term debt fair value	1,571
Fair Value, Inputs, Level 3 [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Long term debt fair value

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Amortization cost of developed technology and platform development	$ 1,507	$ 2,323	$ 3,056	$ 4,692

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Allowance For Doubtful Accounts

The following table summarizes the allowance for credit losses activity:

	Six Months Ended June 30, 2024 (unaudited)		Year Ended December 31, 2023
Allowance for credit losses beginning of year	$	374	$	1,036
Additions		938		315
Deductions – write-offs		-		(977	)
Allowance for credit losses end of period	$	1,312	$	374

Schedule of Prepayments and Other Current Assets

Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Prepaid expenses	$	2,060	$	2,139
Prepaid supplies		66		773
Refundable income and franchise taxes		157		157
Unamortized debt costs		-		209
Employee retention credits		2,468		2,468
Excess collections under line of credit		804		-
Other receivables		-		45
Total prepayments and other current assets	$	5,555	$	5,791

Schedule of Property and Equipment

Property and Equipment – Property and equipment are summarized as follows:

Schedule of Property and Equipment

	June 30, 2024 (unaudited)			December 31, 2023
	As of
	June 30, 2024 (unaudited)			December 31, 2023
Office equipment and computers	$	1,777		$	1,777
Leasehold Improvements		27			-
Furniture and fixtures		133			133
Gross property and equipment		1,937			1,910
Less accumulated depreciation and amortization		(1,712	)		(1,582	)
Net property and equipment	$	225		$	328

Summary of Platform Development Costs

Platform Development – Platform development costs are summarized as follows:

Summary of Platform Development Costs

	June 30, 2024 (unaudited)			December 31, 2023
	As of
	June 30, 2024 (unaudited)			December 31, 2023
Platform development	$	27,767		$	26,054
Less accumulated amortization		(20,387	)		(17,331	)
Net platform development	$	7,380		$	8,723

Summary of Platform Development Cost Activity

A summary of platform development activity for the six months ended June 30, 2024 is as follows:

Platform development beginning of year	$	26,054
Payroll-based costs capitalized		1,485
Less dispositions		-
Total capitalized costs		27,539
Stock-based compensation		228
Impairments		-
Platform development end of period	$	27,767

Schedule of Intangible Assets Subject to Amortization

Intangible Assets – Intangible assets subject to amortization consisted of the following:

	As of June 30, 2024 (unaudited)							As of December 31, 2023
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	17,333	$	(17,333	)	$	-	$	17,333	$	(17,333	)	$	-
Trade name		5,181		(1,673	)		3,508		5,181		(1,547	)		3,634
Brand name		12,115		(3,024	)		9,091		12,774		(2,374	)		10,400
Subscriber relationships		2,150		(1,251	)		899		2,150		(1,121	)		1,029
Advertiser relationships		14,519		(3,528	)		10,991		15,182		(2,832	)		12,350
Database		1,140		(1,140	)		-		1,140		(1,140	)		-
Digital content		355		(355	)		-		355		(311	)		44
Total intangible assets	$	52,793	$	(28,304	)	$	24,489	$	54,115	$	(26,658	)	$	27,457

Schedule of Accrued Expenses

Accrued Expenses and Other – Accrued expenses and other are summarized as follows:

Schedule of Accrued Expenses

	June 30, 2024		December 31, 2023
	As of
	June 30, 2024		December 31, 2023
General accrued expenses	$	3,465	$	5,551
Accrued payroll and related taxes		6,418		4,515
Accrued publisher expenses		2,698		7,596
Accrued interest		8,756		3,824
Liabilities in connection with acquisitions and dispositions		68		1,119
Assumed lease liability		947		1,328
Lease termination liability		4,428		4,481
Other accrued expenses		490		489
Total accrued expenses and other	$	27,270	$	28,903

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,098,290	9,595,050
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	8,582	8,582
Series H Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		1,774,128
Financing Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	39,774	39,774
ABG Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	999,540	999,540
AllHipHop Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,682	5,682
Publisher Partner Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,800	9,800
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	194,212	878,706
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,840,700	5,878,838

Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total short-term contract liabilities	$ 10,719	$ 16,938
Total long-term contract liabilities	530	542
Digital Revenue [Member]
Disaggregation of Revenue [Line Items]
Total short-term contract liabilities	10,719	16,938
Total long-term contract liabilities	$ 530	$ 542

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Schedule of Prepayments and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 2,060	$ 2,139
Prepaid supplies	66	773
Refundable income and franchise taxes	157	157
Unamortized debt costs		209
Employee retention credits	2,468	2,468
Excess collections under line of credit	804
Other receivables		45
Total prepayments and other current assets	$ 5,555	$ 5,791

Stockholders’ Deficiency (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		6 Months Ended
	Feb. 14, 2024	Feb. 09, 2024	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Common stock authorized					1,000,000,000		1,000,000,000		1,000,000,000
Common stock par value					$ 0.01		$ 0.01		$ 0.01
Aggregate share of common stock		5,000,000
Share price		$ 5.00							$ 2.38
Net proceeds from common stock							$ 12,000
Offering costs								$ 167
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate share of common stock							5,555,555
Vesting of restricted stock units					68,975	23,083	747,140	420,459
Common Stock [Member] \| Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Vesting of restricted stock units							747,140	420,459
Stock Purchase Agreements [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds from common stock			$ 11,144	$ 1,232
Offering costs			356
Stock Purchase Agreements [Member] \| Purchasers [Member]
Subsidiary, Sale of Stock [Line Items]
Net proceeds from common stock			$ 11,500
Sale of stock number of shares issued in transaction			2,963,918	317,518
Sale of stock price per share			$ 3.88	$ 3.88
Private Placement [Member] \| Subscription Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Share price	$ 2.16
Net proceeds from common stock	$ 12,000
Private Placement [Member] \| Subscription Agreement [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate share of common stock	5,555,555

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Basis of Presentation

The Company operates in one reportable segment.

Going Concern

Use of Estimates

Recently Adopted Accounting Standards

Loss per Common Share

	2024		2023
	As of June 30,
	2024		2023
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		1,774,128
Financing warrants		39,774		39,774
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		9,800
Restricted stock units		194,212		878,706
Common stock options		3,840,700		5,878,838
Total		5,098,290		9,595,050

Balance Sheet Components (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Balance Sheet Components (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Impairment Effects on Earnings Per Share [Line Items]
Accounts receivable, net	$ 22,698,000		$ 22,698,000		$ 31,676,000
Employee retention credits		$ 6,868,000
Retention Payable	2,468,000		2,468,000		$ 2,468,000
Depreciation expense	63,000	83,000	130,000	$ 197,000
Amortization expense of intangible asset			7,227,000	13,996,000
Amortization expense of intangible asset acquisition	850,000	1,720,000	1,770,000	3,498,000
Fexy Studios [Member] \| Advertiser Relationships [Member]
Impairment Effects on Earnings Per Share [Line Items]
Brand names	608,000		608,000
Fexy Studios [Member] \| Brand Names [Member]
Impairment Effects on Earnings Per Share [Line Items]
Brand names	590,000		590,000
Developed Technology [Member]
Impairment Effects on Earnings Per Share [Line Items]
Amortization expense of intangible asset	0	738,000	0	1,534,000
Platform Development [Member]
Impairment Effects on Earnings Per Share [Line Items]
Amortization expense of intangible asset	1,507,000	1,585,000	3,056,000	3,158,000
Impairment charges	0	0		64,000
Property, Plant and Equipment [Member]
Impairment Effects on Earnings Per Share [Line Items]
Impairment charges for property and equipment	0	0	0	55,000
Finite-Lived Intangible Assets [Member]
Impairment Effects on Earnings Per Share [Line Items]
Impairment charges	$ 0	$ 0	$ 1,198,000	$ 0

Bridge Notes

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Bridge Notes

11. Bridge Notes

2023 Notes

In connection with the Note Purchase Agreement, the First Amendment and the Second Amendment (as further described under the heading Principal Stockholder in Note 18), on August 31, 2023, the Company issued $5,000 aggregate principal amount of senior secured notes (the “2023 Notes”). The provisions of the First Amendment also permit certain incremental borrowings in the amount up to $3,000 at the sole discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $1,000 and other conditions. On September 29, 2023, the Company issued $1,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings. On November 27, 2023, the Company issued $2,000 aggregate principal amount of senior secured notes pursuant to the incremental borrowings.

The terms of 2023 Notes provide for:

	●	an interest rate fixed at 10.0% per annum;

	●	an original maturity date of April 30, 2024, as amended pursuant to the forbearance (as described below and in Note 18), and a prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $8,000 (and any additional amounts borrowed pursuant to the incremental borrowing arrangement described above) under the notes;

	●	a provision for the failure to repay the $8,000 prepayment requirement in full with the proceeds of the Business Combination or failure to consummate the Business Combination, as amended pursuant to the forbearance, will result in an event of default under the notes; and

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

The debt issuance cost incurred under the debt modifications pursuant to the First Amendment are being amortized over the term of the 2023 Notes. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized over the extended term of the 2023 Notes.

On December 29, 2023, the Company failed to make the interest payment due on the 2023 Notes resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following: (a) September 30, 2024, as further extended to December 31, 2024 on July 12, 2024 (as further described under the heading Arena Loan Agreement in Note 20); (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing.

As of June 30, 2024, the effective interest rate on the 2023 Notes was 14.2%. As of June 30, 2024, the balance outstanding under the 2023 Notes was $8,000. As of June 30, 2024, the principal balance due of $8,000 remains subject to the forbearance (see Note 18).

Information for the three months and six ended June 30, 2024 and 2023, with respect to interest expense related to the 2023 Notes is provided under the heading Interest Expense in Note 12.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 27,183	$ 34,072	$ 56,124	$ 62,490
Cost of revenue (includes amortization of platform development and developed technology for the three months ended June 30, 2024 and 2023 of $1,507 and $2,323, respectively and for the six months ended June 30, 2024 and 2023 of $3,056 and $4,692, respectively)	16,465	20,855	36,473	38,945
Gross profit	10,718	13,217	19,651	23,545
Operating expenses
Selling and marketing	3,751	6,904	8,315	12,751
General and administrative	8,632	11,601	18,767	24,576
Depreciation and amortization	913	1,065	1,900	2,161
Loss on impairment of assets			1,198	119
Total operating expenses	13,296	19,570	30,180	39,607
Loss from operations	(2,578)	(6,353)	(10,529)	(16,062)
Other (expense) income
Change in fair value of contingent consideration		90	(313)	(409)
Interest expense	(4,249)	(5,001)	(8,588)	(9,183)
Liquidated damages	(76)	(177)	(152)	(304)
Total other expenses	(4,325)	(5,088)	(9,053)	(9,896)
Loss before income taxes	(6,903)	(11,441)	(19,582)	(25,958)
Income tax provision	(35)	(86)	(76)	(93)
Loss from continuing operations	(6,938)	(11,527)	(19,658)	(26,051)
Loss from discontinued operations, net of tax	(1,249)	(7,957)	(91,887)	(12,810)
Net loss	$ (8,187)	$ (19,484)	$ (111,545)	$ (38,861)
Basic and diluted net loss per common share:
Continuing operations - Basic	$ (0.24)	$ (0.52)	$ (0.70)	$ (1.27)
Continuing operations - Diluted	(0.24)	(0.52)	(0.70)	(1.27)
Discontinued operations - Basic	(0.04)	(0.36)	(3.27)	(0.62)
Discontinued operations - Diluted	(0.04)	(0.36)	(3.27)	(0.62)
Basic net loss per common share	(0.28)	(0.88)	(3.97)	(1.89)
Diluted net loss per common share	$ (0.28)	$ (0.88)	$ (3.97)	$ (1.89)
Weighted average number of common shares outstanding - Basic	29,399,365	22,074,500	28,110,331	20,509,676
Weighted average number of common shares outstanding - Diluted	29,399,365	22,074,500	28,110,331	20,509,676

Liquidated Damages Payable (Tables)

6 Months Ended

Jun. 30, 2024

Liquidated Damages Payable

Summary of Liquidated Damages

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

Summary of Liquidated Damages

	As of June 30, 2024 (unaudited)
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		566		574		727		1,867
Convertible debentures		-		144		80		224
Series J convertible preferred stock		152		152		147		451
Series K convertible preferred stock		166		70		283		519
Total	$	899	$	940	$	1,237	$	3,076

	As of December 31, 2023
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		565		574		659		1,798
Convertible debentures		-		144		72		216
Series J convertible preferred stock		152		152		129		433
Series K convertible preferred stock		166		70		226		462
Total	$	898	$	940	$	1,086	$	2,924

(1)	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

Line of Credit

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Line of Credit

7. Line of Credit

Line of Credit – In connection with the Arena Notes Default (as further described below in Note 18) there was a cross-default under the SLR Digital Finance LLC (“SLR” and the “SLR Default”) financing and security agreement for a line of credit (the “Line of Credit”), where the Line of Credit, as amended, was terminated. In connection with the termination, the Company paid SLR $3,448 with the proceeds from the Simplify Loan as described in Note 10, representing the amount due on the outstanding loan balance, accrued interest, certain fees and contingency reserves other fees in connection with the termination. In connection with the SLR Default, SLR no longer provided funding under the Line of Credit while paying down the Line of Credit with payments received from the Company’s customers in accordance with the terms of the agreement. As of June 30, 2024, the Company repaid the full amount due under the Line of Credit and has an amount due of $804 from SLR representing excess collections under the Line of Credit as reflected in prepayments and other current assets on the condensed consolidated balance sheets, all of which was collected as of the issuance date of the financial statements.

The Line of Credit, as amended, provided for (i) $40,000 maximum amount of advances available (subject to certain limits and eighty-five (85%) of eligible accounts receivable), (ii) an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances in connection with the Business Combination (as further described below), and (v) a payment of a success fee in connection with the Business Combination under certain circumstances. As of June 30, 2024 and December 31, 2023, the outstanding balance under the Line of Credit was $0 and $19,609, respectively.

The Company has refinanced the Line of Credit with a new credit facility with Simplify, as further described in Note 10.

Information for the three months and six months ended June 30, 2024 and 2023 with respect to interest expense related to the Line of Credit is provided under the heading Interest Expense in Note 12.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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+ Details

Simplify Loan

6 Months Ended

Jun. 30, 2024

Simplify Loan

Simplify Loan

10. Simplify Loan

On March 13, 2024, the Company entered into a working capital loan agreement with Simplify, a related party as further described in Note 18 (the “Simplify Loan”), pursuant to which the Company has available up to $25,000 at ten percent (10.0%) interest rate per annum (the “Applicable Interest Rate”), payable monthly in arrears unless otherwise demanded by Simplify, with a maturity on March 13, 2026. The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations. Upon the closing, the Company borrowed $7,748, of which $3,448 was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under the Line of Credit. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent (5.0%) and the Simplify Loan will be payable upon demand by Simplify. As of June 30, 2024, the balance outstanding on the Simplify Loan was $12,748.

Information for the three months and six months ended June 30, 2024 and 2023, with respect to interest expense related to the Simplify Loan is provided under the heading Interest Expense in Note 12.

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The table below sets forth the loss from discontinued operations:

Schedule of Discontinued Operations

	2024			2023			2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	($ in thousands, except share data)
Revenue	$	404		$	24,734		$	22,252		$	47,696
Cost of revenue		865			16,287			14,846			28,232
Gross profit (loss)		(461	)		8,447			7,406			19,464
Operating expense
Selling and marketing		499			12,599			12,002			24,721
General and administrative (1)		301			121			45,493			199
Depreciation and amortization		-			3,670			2,401			7,340
Loss on impairment of assets (2)		-			-			39,391			-
Total operating expenses		800			16,390			99,287			32,260
Loss from discontinued operations		(1,261	)		(7,943	)		(91,881	)		(12,796	)
Income tax benefit		12			(14	)		(6	)		(14	)
Net loss from discontinued operations	$	(1,249	)	$	(7,957	)	$	(91,887	)	$	(12,810	)

	(1)	General and administrative expenses for the six months ended June 30, 2024, includes a $45,000 termination fee liability.
	(2)	Loss on impairment of assets for the six months ended June 30, 2024 of $39,391, includes $8,601 for the impairment of intangible assets and $30,790 for the impairment of subscription acquisition costs.

The table below sets forth the major classes of assets and liabilities of the discontinued operations:

	June 30, 2024		December 31, 2023
	As of
	June 30, 2024		December 31, 2023
Assets
Accounts receivable, net	$	1,014	$	13,135
Subscription acquisition costs, current portion		-		29,706
Prepayments and other current assets		-		807
Current assets from discontinued operations		1,014		43,648
Subscription acquisition costs, net of current portion		-		7,215
Acquired and other intangibles assets, net		-		11,002
Noncurrent assets from discontinued operations		-		18,217
Total assets from discontinued operations	$	1,014	$	61,865
Liabilities
Accounts payable	$	1,735	$	2,554
Accrued expenses and other		1,665		1,868
Subscription refund liability		423		403
Royalty fee liability⁽¹⁾		3,750		-
Termination fee liability⁽¹⁾		45,000		-
Subscription liability, current portion		44,943		42,848
Current liabilities from discontinued operations		97,516		47,673
Subscription liability, net of current portion		-		10,137
Noncurrent liabilities from discontinued operations		-		10,137
Total liabilities from discontinued operations	$	97,516	$	57,810

⁽¹⁾

Further details related to the alleged and disputed royalty fee liability of $3,750 and termination fee liability of $45,000 are described under the heading ABG Group Legal Matters in Note 19.

The table below sets forth the cash flows of the discontinued operations:

	2024			2023
	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities from discontinued operations
Net loss from discontinued operations	$	(91,887	)	$	(12,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		2,401			7,340
Loss on impairment of assets		39,391			-
Stock-based compensation		564			1,261
Change in operating assets and liabilities:
Accounts receivable, net		12,121			2,059
Subscription acquisition costs		6,131			(7,273	)
Prepayments and other current assets		807			836
Accounts payable		2,931			1,423
Accrued expenses and other		(203	)		1,482
Subscription refund liability		20			45
Subscription liability		(8,042	)		5,976
Termination fee liability		45,000			-
Net cash provided by operating activities from discontinued operations	$	9,234		$	339

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended
	Feb. 09, 2024	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 13, 2024	Jan. 05, 2024	Dec. 31, 2023	Mar. 30, 2023
Principal balance						$ 102,691
Issuance of common stock in connection with private placement, shares	5,000,000
Preffered stock, par value	$ 0.0001			$ 0.01		$ 0.01
Purchase price	$ 5.00									$ 2.38
Note purchase agreement description						(1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provided for certain affirmative covenants, including certain financial reporting obligations. On December 1, 2023, Renew purchased all of the notes held by B. Riley and assumed the role of agent under the Note Purchase Agreement, and also purchased all of the common stock held by B. Riley.
Share value						$ 12,000
Fee incurred								$ 3,448
Proceeds from issuance of private placement						$ 12,000
B Riley [Member]
Principal balance					$ 3,006		6,004
Fee incurred					$ 2,440		$ 2,440
Common Stock [Member]
Issuance of common stock in connection with private placement, shares						5,555,555
Aggregate purchase price	$ 25,000
Share value						$ 56
Private Placement [Member]
Shares outstanding percentage				54.30%		54.30%
Direct Offering [Member] \| B Riley [Member]
Sale of stock, price per share											$ 3.88
Direct Offering [Member] \| Common Stock [Member] \| B Riley [Member]
Issuance of common stock in connection with private placement, shares			1,009,021
Share value			$ 3,915
Arena Loan Agreement [Member]
Outstanding principal				$ 110,691		$ 110,691			$ 2,797
Incurred interest expense				2,798		5,596
Accrued expenses and other accrued interest				5,596		5,596
2023 Notes [Member]
Outstanding principal				8,000		8,000
Simplify Loan [Member]
Incurred interest expense				322		363
Accrued expenses and other accrued interest				$ 363		$ 363
Transaction Agreement [Member]
Issuance of common stock in connection with private placement, shares	25,000
Preffered stock, par value	$ 0.0001
Purchase price	$ 1,000.00
Transaction Agreement [Member] \| Preferred Stock [Member]
Aggregate purchase price	$ 25,000
Stock Purchase Agreement [Member]
Shares outstanding percentage	79.00%
Issuance of common stock in connection with private placement, shares	60,000
Purchase price	$ 3.86
Business combination, consideration amount	$ 20,000
Commitment fee percentage	1.50%
Outstanding percentage	6.00%
Stock Purchase Agreements [Member]
Proceeds from issuance of private placement		$ 1,232	$ 11,144
Stock Purchase Agreements [Member] \| Allred Trust HHA [Member]
Issuance of common stock in connection with private placement, shares		32,000
Stock Purchase Agreements [Member] \| Allred Trust NLA [Member]
Issuance of common stock in connection with private placement, shares		32,000
Stock Purchase Agreements [Member] \| H Hunt Allred [Member]
Issuance of common stock in connection with private placement, shares		64,000
Share value		$ 248
Stock Purchase Agreements [Member] \| One Eighty Degree Capital Corp [Member]
Issuance of common stock in connection with private placement, shares		195,529
Share value		$ 759
Stock Purchase Agreements [Member] \| One Eighty Degree Capital Corp [Member] \| Minimum [Member]
Former beneficial holder		5.00%	5.00%
Stock Purchase Agreements [Member] \| Daniel Shribman [Member]
Issuance of common stock in connection with private placement, shares		25,773
Stock Purchase Agreements [Member] \| Ross Levinsohn [Member]
Issuance of common stock in connection with private placement, shares		25,773
Share value		$ 100
Stock Purchase Agreements [Member] \| Paul Edmonson [Member]
Issuance of common stock in connection with private placement, shares		6,443
Share value		$ 25
Stock Purchase Agreements [Member] \| Purchasers [Member]
Sale of stock, price per share		$ 3.88	$ 3.88
Sale of stock, number of shares issued in transaction		317,518	2,963,918
Proceeds from issuance of private placement			$ 11,500
Per share		$ 3.88	$ 3.88

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

18. Related Party Transactions

Principal Stockholder

Arena Loan Agreement – On January 5, 2024, as part of negotiations with Renew Group Private Limited (“Renew”), an affiliated entity of Simplify, in connection with the Company’s failure on December 29, 2023 to make the interest payment due on the loan agreement (the “Arena Loan Agreement”), dated December 15, 2022 held by Renew (the “Arena Notes”) in the amount of $2,797, that resulted in an event of default under the Arena Notes (the “Arena Notes Default”), Renew agreed in writing to a forbearance period through March 29, 2024 (subsequently extended to April 30, 2024 and September 30, 2024), subject to the Company retaining a chief restructuring officer acceptable to Renew, while reserving its rights and remedies. In connection with the forbearance, the Company had an engagement with FTI Consulting Inc., (“FTI”) from January 5, 2024 through April 26, 2024, a global business advisory firm, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value (the “FTI Engagement”). In connection with the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation Officer. He was later appointed as the interim Co-President. Upon completion of their work under the FTI Engagement satisfactory to Renew and the Company, the FTI Engagement was terminated as of April 26, 2024 and Mr. Frankl resigned as Co-President and Chief Business Transformation Officer. The outstanding principal on the Arena Notes was $110,691 ($8,000 for the 2023 Notes and $102,691 for the Debt) as of June 30, 2024 and the forbearance period was further extended on April 29, 2024 (as further described below) through September 30, 2024.

On April 29, 2024, the forbearance period was extended through the earlier of the following: (a) September 30, 2024, as further extended to December 31, 2024 on July 12, 2024 (as further described under the heading Arena Loan Agreement in Note 20); (b) the occurrence of the closing of the Business Combination (as further described below) and (c) the termination of the Business Combination prior to closing.

For the three and six months ended June 30, 2024, the Company had certain transactions with Renew, where it incurred interest expense totaling $2,798 and $5,596, respectively, under the Arena Loan Agreement, none of which was paid. As of June 30, 2024, the total balance due the related party under the Arena Loan Agreement was $5,596 as reflected within accrued expenses and other as accrued interest on the condensed consolidated balance sheets.

Simplify Loan – For the three and six months ended June 30, 2024, the Company had certain transactions with Simplify, where it incurred interest expense totaling $322 and $363, respectively, under the Simplify Loan (which was subsequently paid July 1, 2024). As of June 30, 2024, the total balance due to the related party under the Simplify Loan was $363 as reflected within accrued expenses and other as accrued interest on the condensed consolidated balance sheets.

Common Stock Private Placement – As a result of the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.3% of the outstanding shares of the Company’s common stock, resulting in a change in control. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors. Prior to the consummation of the Private Placement, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock. The funds used by Simplify to purchase the Private Placement Shares came from the working capital of Simplify.

Business Combination – On February 9, 2024, New Arena Holdco, Inc. (“New Arena”), a wholly owned subsidiary of the Company, filed a Registration Statement on Form S-4 (File No. 333-276999) with the SEC in connection with the Business Combination Agreement by and among the Company, Simplify, Bridge Media, New Arena and the other parties dated November 5, 2023, as amended on December 1, 2023 and July 12, 2024 (as further described under the heading Business Combination in Note 20) (the “Transaction Agreement”), that provides for the Company to combine its operations with those of Bridge Media, a wholly owned subsidiary of Simplify by way of a series of mergers with and among New Arena (the “Mergers”), subject to customary conditions, including the approval by the Company’s shareholders and certain regulatory approvals (the “Business Combination”). Immediately following the Mergers, the Transaction Agreement provides for: (i) the purchase by The Hans Foundation USA, a nonprofit nonstock corporation (the “Hans Foundation”) of 25,000 shares of New Arena Series A Preferred Stock, par value $0.0001 per share, at a purchase price of $1,000.00 per share, for an aggregate purchase price of $25,000 pursuant to the subscription agreement, dated as of November 5, 2023, by and between New Arena and the Hans Foundation; and (ii) the purchase by 5-Hour International Corporation Pte. Ltd. (“5-Hour”) of 5,000,000 shares of New Arena common stock, par value $0.0001 per share (the “New Arena Common Stock”), at a purchase price of $5.00 per share, for an aggregate purchase price of $25,000 pursuant to the subscription agreement, dated as of November 5, 2023, by and between New Arena and 5-Hour. Further, concurrently with the closing of the Mergers, pursuant to that certain Committed Equity Facility Term Sheet, dated November 5, 2023, by and between Arena and Simplify, New Arena will enter into a Stock Purchase Agreement with Simplify, pursuant to which Simplify will agree to purchase, at New Arena’s request, up to $20,000 in aggregate purchase price of shares of New Arena Common Stock from time to time during the 12 months following the closing date at a price per share equal to the lesser of (i) the volume-weighted average price of the New Arena Common Stock for the last sixty trading days prior to the purchase date and (ii) $3.86 per share (the “Equity Line of Credit”), along with 60,000 shares of New Arena Common Stock as payment of a 1.5% commitment fee.

Immediately following the Closing, (i) Simplify will own approximately 79% of the outstanding shares of New Arena Common Stock, on a fully diluted basis, (ii) 5-Hour will own approximately 6% of the outstanding New Arena Common Stock and (iii) former Arena stockholders will own the remaining outstanding New Arena Common Stock. Such amounts exclude the ownership of shares of New Arena Common Stock that may be issued from time to time pursuant to the Equity Line of Credit. Following the Closing, Arena common stock will be delisted from the NYSE American (the “NYSE American”) and deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded. New Arena and its subsidiaries will operate under Arena’s current name “The Arena Group Holdings, Inc.” and New Arena Common Stock will be traded on the NYSE American under Arena’s current stock ticker symbol “AREN.”

Further information on the current details of the Business Combination and recent events related to this transaction are provided under the heading Business Combination in Note 20.

Former Principal Stockholder

Note Purchase Agreement – The Company had an outstanding obligation with BRF Finance Co., LLC (“BRF”), an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), in its capacity as agent for the purchasers and as purchaser, pursuant to a third amended and restated note purchase agreement (the “Note Purchase Agreement”) entered into on December 15, 2022, that was further amended pursuant to a first amendment to the third amended and restated note purchase agreement on August 14, 2023 (the “First Amendment” as further described below), where it amended the second amended and restated note purchase agreement issued on January 23, 2022. The Note Purchase Agreement contains provisions related to the 2022 Bridge Notes, 2023 Notes, Senior Secured Notes, and Delayed Draw Term Notes, all as further described below and referred to together as the “Notes”. Under the terms of the Note Purchase Agreement and First Amendment, in the event there is a mandatory prepayment requirement (as further described below), the principal payment of the notes will be applied to: (1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all assets of the Company secured by liens and guaranteed by the Company’s subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provided for certain affirmative covenants, including certain financial reporting obligations. On December 1, 2023, Renew purchased all of the notes held by B. Riley and assumed the role of agent under the Note Purchase Agreement, and also purchased all of the common stock held by B. Riley.

For the three and six months ended June 30, 2023, the Company paid in cash interest of $3,006 and $6,004 on the Notes, due to BRF.

Registered Direct Offering – On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 1,009,021 shares of the Company’s common stock for a total of $3,915 in gross proceeds with B. Riley, at a price per share of $3.88 per share.

For the six months ended June 30, 2023, the Company had certain transactions with B. Riley, where it paid fees associated with the common stock public offering totaling $2,440.

Board Members

Registered Direct Offering – On March 31, 2023, in connection with the registered direct offering, the Company entered into common stock purchase agreements for 317,518 shares of the Company’s common stock for a total of $1,232 in gross proceeds with certain directors and affiliates, at a price of $3.88 per share, as follows: (i) 64,000 shares for $248 to H. Hunt Allred, a director, through certain trusts (32,000 shares are directly beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002 Trust - NLA); (ii) 195,529 shares for $759 to 180 Degree Capital Corp, a former beneficial holder of more than 5% of the Company’s common stock; (iii) 25,773 shares for $100 to Daniel Shribman, a former director; (iv) 25,773 shares for $100 to Ross Levinsohn, a former director and the Company’s former Chief Executive Officer; and (v) 6,443 shares for $25 to Paul Edmonson, an executive officer.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Schedule of Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 52,793	$ 54,115
Intangible assets, accumulated amortization	(28,304)	(26,658)
Intangible assets, net	24,489	27,457
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	17,333	17,333
Intangible assets, accumulated amortization	(17,333)	(17,333)
Intangible assets, net
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	5,181	5,181
Intangible assets, accumulated amortization	(1,673)	(1,547)
Intangible assets, net	3,508	3,634
Brand Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	12,115	12,774
Intangible assets, accumulated amortization	(3,024)	(2,374)
Intangible assets, net	9,091	10,400
Subscriber Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,150	2,150
Intangible assets, accumulated amortization	(1,251)	(1,121)
Intangible assets, net	899	1,029
Advertiser Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	14,519	15,182
Intangible assets, accumulated amortization	(3,528)	(2,832)
Intangible assets, net	10,991	12,350
Database Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,140	1,140
Intangible assets, accumulated amortization	(1,140)	(1,140)
Intangible assets, net
Digital Content [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	355	355
Intangible assets, accumulated amortization	(355)	(311)
Intangible assets, net		$ 44

Schedule of Discontinued Operations (Details) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Termination fee liability	$ 45,000
Impairment of assets	39,391
Impairment of intangible assets	8,601
Impairment of subscription acquisition costs	30,790
Royalty fee liability	$ 3,750

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of long term debt

The following table summarizes the debt:

Schedule of long term debt

	As of June 30, 2024 (unaudited)							As of December 31, 2023
	Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Senior Secured Notes, effective interest rate of 10.1% as of June 30, 2024, as amended	$	62,691	$	(227	)	$	62,464	$	62,691	$	(272	)	$	62,419
Delayed Draw Term Notes, effective interest rate of 10.2% as of June 30, 2024, as amended		4,000		(26	)		3,974		4,000		(31	)		3,969
2022 Bridge Notes, effective interest rate of 10.2% as of June 30, 2024, as amended		36,000		(66	)		35,934		36,000		(79	)		35,921
Total	$	102,691	$	(319	)	$	102,372	$	102,691	$	(382	)	$	102,309

Summary of Interest Expense

The following table represents interest expense:

Summary of Interest Expense

	2024		2023		2024		2023
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization of debt costs:
Line of Credit	$	-	$	53	$	418	$	107
2023 Notes		28		-		113		-
Senior Secured Notes		22		225		45		448
Delayed Draw Term Notes		3		26		6		51
2022 Bridge Notes		7		411		14		1,039
Total amortization of debt costs		60		715		596		1,645
Noncash and accrued interest:
Simplify Loan		322		-		363		-
2023 Notes		202		-		404		-
Senior Secured Notes		1,585		-		3,170		-
Delayed Draw Term Notes		101		-		202		-
2022 Bridge Notes		910		-		1,820		-
Other		-		602		-		602
Total noncash and accrued interest		3,120		602		5,959		602
Cash paid interest:
Line of Credit		911		309		1,706		747
Senior Secured Notes		-		1,585		-		3,152
Delayed Draw Term Notes		-		101		-		201
2022 Bridge Notes		-		1,320		-		2,447
Other		158		369		327		389
Total cash paid interest		1,069		3,684		2,033		6,936
Total interest expense	$	4,249	$	5,001	$	8,588	$	9,183

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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+ Details

Summary of Platform Development Cost Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Stock-based compensation			$ 1,976	$ 12,616
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Platform development beginning of year			26,054
Payroll-based costs capitalized			1,485
Less dispositions
Total capitalized payroll-based costs			27,539
Stock-based compensation			228
Impairments	$ 0	$ 0		$ 64
Platform development end of year	$ 27,767		$ 27,767

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

19. Commitments and Contingencies

Legal Contingencies

Claims and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain. Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.

On January 30, 2024, the former President of Media filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, alleging claims for breach of contract, failure to pay wages and defamation, among other things, in the United States District Court of the Southern District of New York, seeking damages in an unspecified amount. The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations made in this lawsuit.

On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20,000. The Company believes that it has strong defenses to these claims and intends to vigorously defend itself and the allegations made in this lawsuit.

ABG Group Legal Matters

On April 1, 2024, Authentic Brands Group, LLC, ABG-SI, LLC, and ABG Intermediate Holdings 2 LLC (collectively referred to as the “ABG Group”) filed an action against the Company and Manoj Bhargava, the former interim CEO of the Company and a principal stockholder, alleging, among other things, breach of contract in the United States District Court of the Southern District of New York seeking damages in the amount of $48,750 (the alleged and disputed $3,750 royalty fee liability and $45,000 termination fee liability as reflected in current liabilities from discontinued operations).

On June 7, 2024, the Company filed a response denying ABG Group’s alleged breach of contract action and denying ABG’s alleged obligation of Company to pay the $45,000 termination fee, and filed a counterclaim against ABG Group and Minute Media, Inc. alleging, among other things, unfair competition, misappropriation of trade secrets, unjust enrichment, breach of contract and tortious interference with contract. ABG Group filed an amended complaint on August 1, 2024 and the Company is required to respond by August 22, 2024, with motions to dismiss due on August 30, 2024 and oppositions/responses due on October 14, 2024. In addition, a settlement conference is scheduled for September 25, 2024.

Commitments and Contingencies (Details Narrative) - USD ($)	Jun. 07, 2024	Apr. 01, 2024	Mar. 21, 2024	Jun. 30, 2024	Mar. 31, 2024
Other Commitments [Line Items]
Loss contingency, seeking damages		$ 48,750	$ 20,000,000
Royalty fee liability					$ 3,750,000
Termination fee liability				$ 45,000,000
Termination Fee [Member]
Other Commitments [Line Items]
Loss contingency, seeking damages	$ 45,000

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 1,937	$ 1,910
Less accumulated depreciation and amortization	(1,712)	(1,582)
Net property and equipment	225	328
Office Equipment and Computers [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	1,777	1,777
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	27
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 133	$ 133

Income Taxes (Details Narrative) - USD ($)	6 Months Ended
Income Taxes (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax provision effective tax rate	0.39%	0.36%
Income tax penalties and interest accrued	$ 0	$ 0

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Common Stock Equivalent Shares Excluded From Diluted Calculations

	2024		2023
	As of June 30,
	2024		2023
Series G convertible preferred stock		8,582		8,582
Series H convertible preferred stock		-		1,774,128
Financing warrants		39,774		39,774
ABG Warrants		999,540		999,540
AllHipHop warrants		5,682		5,682
Publisher Partner Warrants		9,800		9,800
Restricted stock units		194,212		878,706
Common stock options		3,840,700		5,878,838
Total		5,098,290		9,595,050

Liquidated Damages Payable (Details Narrative) - USD ($)						3 Months Ended	6 Months Ended
	Apr. 01, 2024	Mar. 21, 2024	Feb. 09, 2024	Feb. 10, 2023	Feb. 08, 2023	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Short-term liquidated damages							$ 3,076,000		$ 2,924,000
Liquidated damages payable accrued interest percentage							1.00%
Liquidated damages outstanding amount							$ 3,076,000		$ 2,924,000
Percentage of aggregate amount invested							6.00%
Stock issued during period shares new issues			5,000,000
Liquidated damages	$ 48,750	$ 20,000,000
Liquidated damages						$ 84,000		$ 130,000
Additional Paid-in Capital [Member]
Liquidated damages						$ 84,000		$ 130,000
Stock Purchase Agreement [Member]
Stock issued during period shares new issues			60,000
Stock Purchase Agreement [Member] \| Investor [Member]
Stock issued during period shares new issues				35,486	47,252
Shares Issued, Price Per Share					$ 10.56
Liquidated damages					$ 499,000
Number of shares issued, value							$ 324,000
Liquidated damages							46,000
Stock Purchase Agreement [Member] \| Investor [Member] \| Additional Paid-in Capital [Member]
Liquidated damages							$ 370,000

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Schedule of Supplemental Information Related to Operating Leases

The table below presents supplemental information related to the operating lease:

	Six Months Ended June 30,
	2024			2023
Operating lease costs during the period (1)	$	159		$	399
Cash payments included in the measurement of operating lease liabilities during the period	$	792		$	241
Operating lease liability arising from obtaining lease right-of-use assets during the period	$	2,583		$	-
Weighted-average remaining lease term (in years) as of period-end		6.01			1.26
Weighted-average discount rate during the period		10.85	%		9.90	%

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

Schedule of Operating Lease Costs

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs

	2024			2023		2024			2023
	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Operating lease costs:
General and administrative	$	133		$	159	$	408		$	454
Total operating lease costs (1)		133			159		408			454
Sublease income		(124	)		-		(249	)		(55	)
Total operating lease costs	$	9		$	159	$	159		$	399

(1)

Includes certain costs associated with an expired business membership agreement that permitted access to certain office space for the three and six months ended June 30, 2024 of $0 and $155, respectively, and month-to-month lease arrangements for the three and six months ended June 30, 2024 of $0 and $96, respectively.

Summary of Maturity of Lease Liabilities

Maturities of the operating lease liabilities as of June 30, 2024 are summarized as follows:

Years Ending December 31,
2024 (remaining six months of the year)	$	124
2025		-
2026		652
2027		652
2028		652
Thereafter		1,249
Minimum lease payments		3,329
Less imputed interest		(1,106	)
Present value of operating lease liabilities	$	2,223
Current portion of operating lease liabilities	$	122
Long term portion of operating lease liabilities		2,101
Total operating lease liabilities	$	2,223

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

Arena Loan Agreement

On July 12, 2024, the Company entered into a third amendment to the Note Purchase Agreement, pursuant to which interest that was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 will now be due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024. The deferral is contingent on, among other things, no events of default occurring under the Debt during the deferral period.

Business Combination

On July 12, 2024, the Company entered into a second amendment to the Transaction Agreement, pursuant to which the outside termination date for the Business Combination was extended from August 5, 2024 to November 5, 2024. In addition, certain changes were made to the contemplated post-combination officers and directors.

On August 2, 2024, Bridge Media shut down all of its operations and laid off substantially all of the employees. Simplify and the Company are discussing possible alternative structures or options to the transactions contemplated under Business Combination.

Compensation Plans

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Compensation Plans

15. Compensation Plans

The Company provides stock-based and equity-based compensation in the form of (a) restricted stock awards and restricted stock units to certain employees (the “Restricted Stock”), (b) stock option awards, unrestricted stock awards and stock appreciation rights to employees, directors and consultants under various plans (the “Common Stock Options”), and (c) common stock warrants, referred to as the ABG Warrants and Publisher Partner Warrants (collectively the “Warrants”) as referenced in the below table.

Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

Summary of Stock-based Compensation

	Restricted Stock		Common Stock Options		Warrants		Totals
	Three Months Ended June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	84	$	184	$	3	$	271
Selling and marketing		9		29		-		38
General and administrative		114		76		-		190
Total costs charged to operations		207		289		3		499
Capitalized platform development		-		20		-		20
Total stock-based compensation	$	207	$	309	$	3	$	519

	Restricted Stock		Common Stock Options		Warrants		Totals
	Three Months Ended June 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	664	$	138	$	6	$	808
Selling and marketing		63		233		-		296
General and administrative		2,335		1,429		250		4,014
Total costs charged to operations		3,062		1,800		256		5,118
Capitalized platform development		-		241		-		241
Total stock-based compensation	$	3,062	$	2,041	$	256	$	5,359

	Restricted Stock		Common Stock Options		Warrants		Totals
	Six Months Ended June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	119	$	531	$	6	$	656
Selling and marketing		11		136		-		147
General and administrative		304		305		-		609
Total costs charged to operations		434		972		6		1,412
Capitalized platform development		-		228		-		228
Total stock-based compensation	$	434	$	1,200	$	6	$	1,640

	Restricted Stock		Common Stock Options		Warrants		Totals
	Six Months Ended June 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	1,458	$	1,327	$	6	$	2,791
Selling and marketing		128		536		-		664
General and administrative		4,687		2,717		496		7,900
Total costs charged to operations		6,273		4,580		502		11,355
Capitalized platform development		-		548		-		548
Total stock-based compensation	$	6,273	$	5,128	$	502	$	11,903

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of June 30, 2024 were as follows:

	As of June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Unrecognized compensation expense	$	451	$	1,015	$	19	$	1,485
Weighted average period expected to be recognized (in years)		0.93		1.02		1.52		1.00

Vesting of Warrants – On January 2, 2024, in connection with the default under the Licensing Agreement, the Performance-Based Warrants totaling 599,724 vested as a result of the default pursuant to certain provisions where all of the warrants automatically vest upon certain terminations of the Licensing Agreement by ABG. Of the warrants that vested, 449,793 had an exercise price of $9.24 per share and 149,931 had an exercise price of $18.48 per share. The accelerated vesting of the ABG Warrants did not result in any additional stock-based compensation expense during the three and six months ended June 30, 2024.

Modification of Awards – On February 28, 2023, the Company modified certain equity awards as a result of the resignation of a senior executive employee where 38,026 restricted stock units with time-based vesting that were unvested were vested and 21,117 options for shares of the Company’s common stock with time-based vesting that were unvested were vested, each subject to compliance with applicable securities laws and certain other provisions. In connection with the modification of these equity awards, the Company agreed to purchase options exercisable for 45,632 shares of the Company’s common stock (including unvested options that vested totaling 11,117 shares and previously vested options totaling 34,515 shares, both of which were in the money) as of the resignation date of the employee at a price of $10.29 per share, reduced by the exercise price and required tax withholdings, subject to certain conditions. The modification of the equity awards resulted in the unamortized costs being recognized at the modification date. The cash price of $10.29 per option less the strike price of $8.82 per option resulted in incremental cost of $68 being recognized at the modification date. The modification resulted in liability classification of the equity awards, with $68 paid during the three months ended June 30, 2023.

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

The income tax provision effective tax rate for the six months ended June 30, 2024 and 2023 was 0.39% and 0.36%, respectively. The deferred income taxes for the six months ended June 30, 2024 and 2023 was primarily due to deferred tax liabilities on indefinite lived intangible assets.

The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance against the deferred tax assets that will not be realized as of June 30, 2024 and 2023.

As of June 30, 2024 and 2023, the Company has no uncertain tax positions or interest and penalties accrued.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Balance at January 1, 2023	$ (149,552)	$ (52,699)	$ (58,995)	$ (52,146)	$ (52,146)
Issuance of common stock for restricted stock units
Common stock withheld for taxes	(7)		(486)	(1,423)
Stock-based compensation	545	6,430	2,204	13,164
Net loss	(8,187)	(19,484)	(111,545)	(38,861)
Balance at June 30, 2023	(157,201)	(64,191)	(157,201)	(64,191)	(58,995)
Issuance of common stock in connection with private placement			12,000
Repurchase of common stock for Fexy put option			(379)
Issuance of common stock in connection with settlement of Series H convertible preferred stock		1,500		1,500
Issuance of common stock in connection with settlement of liquidated damages		45		369
Gain upon issuance of common stock in connection with settlement of liquidated damages		84		130
Costs incurred upon issuance of common stock in connection with registered direct offering		(67)
Issuance of common stock in connection with the acquisition of Fexy Studios				2,000
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with registered direct offering				11,144
Reclassification to liability upon modification of common stock option				(68)
Common Stock [Member]
Balance at January 1, 2023	$ 294	$ 217	$ 237	$ 182	$ 182
Balance, shares	29,513,563	21,773,078	23,836,706	18,303,193	18,303,193
Issuance of common stock for restricted stock units	$ 1		$ 8	$ 4
Issuance of common stock for restricted stock units, shares	68,975	23,083	747,140	420,459
Common stock withheld for taxes			$ (3)	$ (2)
Common stock withheld for taxes, shares	(8,606)		(290,777)	(202,382)
Stock-based compensation
Net loss
Balance at June 30, 2023	$ 295	$ 219	$ 295	$ 219	$ 237
Balance, shares	29,573,932	22,014,927	29,573,932	22,014,927	23,836,706
Issuance of common stock in connection with private placement			$ 56
Issuance of common stock in connection with private placement, shares			5,555,555
Repurchase of common stock for Fexy put option			$ (3)
Repurchase of common stock for Fexy put option, shares			(274,692)
Issuance of common stock in connection with settlement of Series H convertible preferred stock		$ 2		$ 2
Issuance of common stock upon conversion of series H preferred stock, shares		207,000		207,000
Issuance of common stock in connection with settlement of liquidated damages
Issuance of common stock in connection with settlement of liquidated damages, shares		11,766		47,252
Gain upon issuance of common stock in connection with settlement of liquidated damages
Costs incurred upon issuance of common stock in connection with registered direct offering
Issuance of common stock in connection with the acquisition of Fexy Studios				$ 3
Issuance of common stock in connection with the acquisition of Fexy Studios, shares				274,692
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with the exercise of stock options, shares				795
Issuance of common stock in connection with registered direct offering				$ 30
Issuance of common stock in connection with registered direct offering, shares				2,963,918
Reclassification to liability upon modification of common stock option
Common Stock To Be Issued [Member]
Balance at January 1, 2023
Balance, shares	2,701	41,283	2,701	41,283	41,283
Issuance of common stock for restricted stock units
Common stock withheld for taxes
Stock-based compensation
Net loss
Balance at June 30, 2023
Balance, shares	2,701	41,283	2,701	41,283	2,701
Issuance of common stock in connection with private placement
Repurchase of common stock for Fexy put option
Issuance of common stock in connection with settlement of Series H convertible preferred stock
Issuance of common stock in connection with settlement of liquidated damages
Gain upon issuance of common stock in connection with settlement of liquidated damages
Costs incurred upon issuance of common stock in connection with registered direct offering
Issuance of common stock in connection with the acquisition of Fexy Studios
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with registered direct offering
Reclassification to liability upon modification of common stock option
Additional Paid-in Capital [Member]
Balance at January 1, 2023	$ 332,165	289,532	319,421	270,743	$ 270,743
Issuance of common stock for restricted stock units	(1)		(8)	(4)
Common stock withheld for taxes	(7)		(483)	(1,421)
Stock-based compensation	545	6,430	2,204	13,164
Net loss
Balance at June 30, 2023	332,702	297,522	332,702	297,522	319,421
Issuance of common stock in connection with private placement			11,944
Repurchase of common stock for Fexy put option			(376)
Issuance of common stock in connection with settlement of Series H convertible preferred stock		1,498		1,498
Issuance of common stock in connection with settlement of liquidated damages		45		369
Gain upon issuance of common stock in connection with settlement of liquidated damages		84		130
Costs incurred upon issuance of common stock in connection with registered direct offering		(67)
Issuance of common stock in connection with the acquisition of Fexy Studios				1,997
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with registered direct offering				11,114
Reclassification to liability upon modification of common stock option				(68)
Retained Earnings [Member]
Balance at January 1, 2023	(482,011)	(342,448)	(378,653)	(323,071)	(323,071)
Issuance of common stock for restricted stock units
Common stock withheld for taxes
Stock-based compensation
Net loss	(8,187)	(19,484)	(111,545)	(38,861)
Balance at June 30, 2023	$ (490,198)	(361,932)	(490,198)	(361,932)	$ (378,653)
Issuance of common stock in connection with private placement
Repurchase of common stock for Fexy put option
Issuance of common stock in connection with settlement of Series H convertible preferred stock
Issuance of common stock in connection with settlement of liquidated damages
Gain upon issuance of common stock in connection with settlement of liquidated damages
Costs incurred upon issuance of common stock in connection with registered direct offering
Issuance of common stock in connection with the acquisition of Fexy Studios
Issuance of common stock in connection with the exercise of stock options
Issuance of common stock in connection with registered direct offering
Reclassification to liability upon modification of common stock option

Schedule of long term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal balance	$ 102,691	$ 102,691
Unamortized discount and debt issuance costs	(319)	(382)
Carrying value	102,372	102,309
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Principal balance	62,691	62,691
Unamortized discount and debt issuance costs	(227)	(272)
Carrying value	62,464	62,419
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Principal balance	4,000	4,000
Unamortized discount and debt issuance costs	(26)	(31)
Carrying value	3,974	3,969
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Principal balance	36,000	36,000
Unamortized discount and debt issuance costs	(66)	(79)
Carrying value	$ 35,934	$ 35,921

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	29,573,932	23,836,706
Common stock, shares outstanding	29,573,932	23,836,706
Series G Redeemable And Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, liquidation preference per share value	$ 1,000	$ 1,000
Temporary equity, shares designated	1,800	1,800
Temporary equity, liquidation preference value	$ 168	$ 168
Temporary equity, shares issued	168	168
Temporary equity, shares outstanding	168	168
Temporary equity, common shares issuable upon conversion	8,582	8,582

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

12. Debt

Pursuant to the Note Purchase Agreement, as amended by the First Amendment and Second Amendment (as further described under the heading Principal Stockholder in Note 18), as of June 30, 2024 and December 31, 2023, the Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”) and the 2022 bridge notes (the “2022 Bridge Notes”), as further described below.

Senior Secured Notes

The terms of the Senior Secured Notes provide for:

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

	●	a provision where the Company added $13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind;

	●	a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

	●	an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

	●	interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

	●	a maturity date of December 31, 2026, as amended pursuant to the forbearance (as described below and in see Note 18), and subject to certain acceleration conditions; and

	●	the Company to enter into the 2022 Bridge Notes for $36,000 (as further described below).

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes provide for:

	●	an interest rate of 10.0% per annum, subject to adjustment in the event of default;

	●	interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and

	●	a maturity date on December 31, 2026, as amended pursuant to the forbearance (as described below and in see Note 18), and subject to certain acceleration terms.

2022 Bridge Notes

The terms of the 2022 Bridge Notes provide for:

	●	an interest rate fixed at 10.0% per annum (as amended from interest that was payable in cash at an interest rate of 12% per annum quarterly; with interest rate increases of 1.5% per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment);

	●	a maturity date of December 31, 2026, as amended pursuant to the forbearance (as described below and in see Note 18), and subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes;

	●	a prepayment requirement to apply a portion of the net proceeds from the Business Combination to repay $20,000 of the principal balance under the notes, as amended pursuant to the forbearance (as described below and in see Note 18);

	●	a provision for the failure to repay the $20,000 prepayment requirement in full with the proceeds of the Business Combination or failure to consummate the Business Combination, as amended pursuant to the extended forbearance (as described below and in see Note 18), will result in an event of default under the notes; and

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

The following table summarizes the debt:

Schedule of long term debt

	As of June 30, 2024 (unaudited)							As of December 31, 2023
	Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs			Carrying Value
Senior Secured Notes, effective interest rate of 10.1% as of June 30, 2024, as amended	$	62,691	$	(227	)	$	62,464	$	62,691	$	(272	)	$	62,419
Delayed Draw Term Notes, effective interest rate of 10.2% as of June 30, 2024, as amended		4,000		(26	)		3,974		4,000		(31	)		3,969
2022 Bridge Notes, effective interest rate of 10.2% as of June 30, 2024, as amended		36,000		(66	)		35,934		36,000		(79	)		35,921
Total	$	102,691	$	(319	)	$	102,372	$	102,691	$	(382	)	$	102,309

The debt issuance costs incurred under the debt modification pursuant to the First Amendment are being amortized over the term of the long-term debt. The debt modification pursuant to the Second Amendment resulted in the unamortized debt issuance cost being amortized over the extended term of the long-term debt.

On December 29, 2023, the Company failed to make the interest payment due on the Secured Senior Notes, Delayed Draw Term Notes and 2022 Bridge Notes (collectively the “Debt”) resulting in an event of default with subsequent agreement to a forbearance period through the earlier of the following: (a) September 30, 2024, as further extended to December 31, 2024 on July 12, 2024 (as further described under the heading Arena Loan Agreement in Note 20); (b) the occurrence of the closing of the Business Combination and (c) the termination of the Business Combination prior to closing.

As of June 30, 2024 and December 31, 2023, the current maturities of the Debt were $102,372 and $102,309, respectively. As of June 30, 2024, the principal balance due of $102,691 remains subject to the forbearance (see Note 18).

Information for the three months six months ended June 30, 2024 and 2023 with respect to interest expense related to the debt is provided below.

Interest Expense

The following table represents interest expense:

Summary of Interest Expense

	2024		2023		2024		2023
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization of debt costs:
Line of Credit	$	-	$	53	$	418	$	107
2023 Notes		28		-		113		-
Senior Secured Notes		22		225		45		448
Delayed Draw Term Notes		3		26		6		51
2022 Bridge Notes		7		411		14		1,039
Total amortization of debt costs		60		715		596		1,645
Noncash and accrued interest:
Simplify Loan		322		-		363		-
2023 Notes		202		-		404		-
Senior Secured Notes		1,585		-		3,170		-
Delayed Draw Term Notes		101		-		202		-
2022 Bridge Notes		910		-		1,820		-
Other		-		602		-		602
Total noncash and accrued interest		3,120		602		5,959		602
Cash paid interest:
Line of Credit		911		309		1,706		747
Senior Secured Notes		-		1,585		-		3,152
Delayed Draw Term Notes		-		101		-		201
2022 Bridge Notes		-		1,320		-		2,447
Other		158		369		327		389
Total cash paid interest		1,069		3,684		2,033		6,936
Total interest expense	$	4,249	$	5,001	$	8,588	$	9,183

Liquidated Damages Payable

6 Months Ended

Jun. 30, 2024

Liquidated Damages Payable

Liquidated Damages Payable

8. Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

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

Summary of Liquidated Damages

	As of June 30, 2024 (unaudited)
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		566		574		727		1,867
Convertible debentures		-		144		80		224
Series J convertible preferred stock		152		152		147		451
Series K convertible preferred stock		166		70		283		519
Total	$	899	$	940	$	1,237	$	3,076

	As of December 31, 2023
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	-	$	-	$	15
Series H convertible preferred stock		565		574		659		1,798
Convertible debentures		-		144		72		216
Series J convertible preferred stock		152		152		129		433
Series K convertible preferred stock		166		70		226		462
Total	$	898	$	940	$	1,086	$	2,924

(1)	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

As of June 30, 2024 and December 31, 2023, the short-term liquidated damages payable were $3,076 and $2,924, respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on the balance outstanding as of June 30, 2024, or $3,076, until paid. There is no scheduled date when the unpaid liquidated damages become due. The Series K convertible preferred stock remains subject to Registration Rights Damages and Public Information Failure Damages, which will accrue in certain circumstances, limited to 6% of the aggregate amount invested.

On February 8, 2023, the Company entered into a stock purchase agreement with an investor, where the Company was liable for liquidated damages, pursuant to which the Company issued 47,252 shares of its common stock at a price equal to $10.56 per share (determined based on the volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days), to the investor in lieu of an aggregate of $499 owed in liquidated damages as of the conversion date. On February 10, 2023, the Company issued 35,486 shares of its common stock in satisfaction of the liquidated damages, with the remaining shares issued after June 30, 2023. The Company prepared and filed a registration statement covering the resale of these shares of the Company’s common stock issued in lieu of payment of these liquidated damages in cash. During the three months ended June 30, 2023, the Company recorded $324 in connection with the issuance of shares of the Company’s common stock and a gain of $46 on the settlement of the liquidated damages, totaling $370, which was recorded in additional paid-in capital on the condensed consolidated statement of stockholders’ deficiency.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,085	$ 9,284
Accounts receivable, net	22,698	31,676
Prepayments and other current assets	5,555	5,791
Current assets from discontinued operations	1,014	43,648
Total current assets	35,352	90,399
Property and equipment, net	225	328
Operating lease right-of-use assets	2,565	176
Platform development, net	7,380	8,723
Acquired and other intangible assets, net	24,489	27,457
Other long-term assets	773	1,003
Goodwill	42,575	42,575
Noncurrent assets from discontinued operations		18,217
Total assets	113,359	188,878
Current liabilities:
Accounts payable	4,977	7,803
Accrued expenses and other	27,270	28,903
Line of credit		19,609
Unearned revenue	10,719	16,938
Subscription refund liability	131	46
Operating lease liabilities	122	358
Contingent consideration		1,571
Liquidated damages payable	3,076	2,924
Simplify loan	12,748
Bridge notes	8,000	7,887
Debt	102,372	102,309
Current liabilities from discounted operations	97,516	47,673
Total current liabilities	266,931	236,021
Unearned revenue, net of current portion	530	542
Operation lease liabilities, net of current portion	2,101
Other long-term liabilities	169	406
Deferred tax liabilities	661	599
Noncurrent liabilities from discontinued operations		10,137
Total liabilities	270,392	247,705
Commitments and contingencies (Note 19)
Mezzanine equity:
Total mezzanine equity	168	168
Stockholders’ deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 29,573,932 and 23,836,706 shares at June 30, 2024 and December 31, 2023, respectively	295	237
Common stock to be issued
Additional paid-in capital	332,702	319,421
Accumulated deficit	(490,198)	(378,653)
Total stockholders’ deficiency	(157,201)	(58,995)
Total liabilities, mezzanine equity and stockholders’ deficiency	113,359	188,878
Series G Redeemable And Convertible Preferred Stock [Member]
Mezzanine equity:
Total mezzanine equity	$ 168	$ 168

Debt (Details Narrative) - USD ($) $ in Thousands				6 Months Ended
Debt (Details Narrative) - USD ($) $ in Thousands	Jul. 01, 2023	May 01, 2023	Mar. 01, 2023	Jun. 30, 2024	Mar. 13, 2024	Dec. 31, 2023	Dec. 15, 2022	Jan. 01, 2022
Short-Term Debt [Line Items]
Interest payable				$ 8,756		$ 3,824		$ 13,852
Current maturities of debt				102,372	$ 7,748	$ 102,309
Principal balance				$ 102,691
Delayed Draw Term Notes [Member] \| Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt maturity date				Dec. 31, 2026
Debt due rate				10.00%
SLR Digital Finance LLC [Member]
Short-Term Debt [Line Items]
Principal amount of debt				$ 36,000
Senior Secured Note [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate				10.00%
Debt maturity date				Dec. 31, 2026
Debt due rate				10.10%		10.10%
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Debt maturity date				Dec. 31, 2026
Debt due rate				12.00%
Debt fixed rate							10.00%
Debt interest rate	1.50%	1.50%	1.50%
Principal amount of debt				$ 20,000
Repayment of debt				$ 20,000

Summary of Platform Development Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Platform development	$ 52,793	$ 54,115
Less accumulated amortization	28,304	26,658
Net platform development	24,489	27,457
Platform Development [Member]
Property, Plant and Equipment [Line Items]
Platform development	27,767	26,054
Less accumulated amortization	(20,387)	(17,331)
Net platform development	$ 7,380	$ 8,723

Schedule of Operating Lease Costs (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Total operating lease costs

^[1]

$ 133

$ 159

$ 408

$ 454

Sublease income

(124)

(249)

(55)

Total operating lease costs

159

^[2]

399

^[2]

General and Administrative Expense [Member]

Total operating lease costs

$ 133

$ 159

$ 408

$ 454

[1]	Includes certain costs associated with an expired business membership agreement that permitted access to certain office space for the three and six months ended June 30, 2024 of $0 and $155, respectively, and month-to-month lease arrangements for the three and six months ended June 30, 2024 of $0 and $96, respectively.
[2]	Operating lease costs is presented net of sublease income that is not material.

Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 27,183	$ 34,072	$ 56,124	$ 62,490
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	25,813	30,886	52,420	55,643
Transferred over Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	1,370	3,186	3,704	6,847
UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenue	25,188	32,949	52,599	60,268
Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue	1,995	1,123	3,525	2,222
Digital Advertising [Member]
Disaggregation of Revenue [Line Items]
Total revenue	20,718	23,019	43,466	42,112
Digital Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Total revenue	1,370	3,186	3,704	6,847
Licensing and Syndication Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	2,621	3,100	4,921	6,451
Product and Service, Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue	1,721	1,219	3,007	1,770
Digital Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	26,430	30,524	55,098	57,180
Print Advertising [Member]
Disaggregation of Revenue [Line Items]
Total revenue		1,060		1,716
Print Subscriptions [Member]
Disaggregation of Revenue [Line Items]
Total revenue	753	2,488	1,026	3,594
Print Revenue [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 753	$ 3,548	$ 1,026	$ 5,310

Acquisitions and Dispositions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							6 Months Ended	12 Months Ended
	Mar. 13, 2024	Nov. 17, 2023	May 01, 2023	Apr. 01, 2023	Mar. 01, 2023	Jan. 11, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Share value							$ 12,000
Goodwill							42,575	$ 42,575	$ 39,344
Working capital	$ 25,000
Accounts receivable net current							22,698	31,676
Accounts payable current							$ 4,977	7,803
Disposition 2023 [Member]
Asset Acquisition [Line Items]
Cash proceeds		$ 1,061
Sale price		1,000
Working capital		272
Preliminary working capital		61
Adjustment for working capital		153
Sale price		908
Business component carrying value		$ 172						639
Accounts receivable net current								453
Accounts payable current								31
Loss on assets								$ 325
Advertiser Relationships [Member]
Asset Acquisition [Line Items]
Estimated useful life							15 years
Brand Names [Member]
Asset Acquisition [Line Items]
Estimated useful life							12 years
Teneology Inc [Member] \| Fexy Studios [Member]
Asset Acquisition [Line Items]
Goodwill							$ 1,678
Teneology Inc [Member] \| Fexy Studios [Member]
Asset Acquisition [Line Items]
Purchase price						$ 3,307
Cash paid for consideration						500
Advance payments of cash						250
Deferred cash payments			$ 25	$ 25	$ 25	75
Deferred cash payment due						$ 200
Number of shares issued for asset acquisition						274,692
Fair value of shares issued						$ 2,000
Share value						$ 2,225
Common stock trading price						$ 7.94
Cash retention pool for employees						$ 300
Asset acquisition transaction cost						$ 99

Leases

6 Months Ended

Jun. 30, 2024

Leases

Leases

5. Leases

The Company’s real estate leases for the use of office space is subleased (as further described below).

The table below presents supplemental information related to the operating lease:

	Six Months Ended June 30,
	2024			2023
Operating lease costs during the period (1)	$	159		$	399
Cash payments included in the measurement of operating lease liabilities during the period	$	792		$	241
Operating lease liability arising from obtaining lease right-of-use assets during the period	$	2,583		$	-
Weighted-average remaining lease term (in years) as of period-end		6.01			1.26
Weighted-average discount rate during the period		10.85	%		9.90	%

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

The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

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

The components of operating lease costs were as follows:

Schedule of Operating Lease Costs

	2024			2023		2024			2023
	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Operating lease costs:
General and administrative	$	133		$	159	$	408		$	454
Total operating lease costs (1)		133			159		408			454
Sublease income		(124	)		-		(249	)		(55	)
Total operating lease costs	$	9		$	159	$	159		$	399

(1)

Maturities of the operating lease liabilities as of June 30, 2024 are summarized as follows:

Years Ending December 31,
2024 (remaining six months of the year)	$	124
2025		-
2026		652
2027		652
2028		652
Thereafter		1,249
Minimum lease payments		3,329
Less imputed interest		(1,106	)
Present value of operating lease liabilities	$	2,223
Current portion of operating lease liabilities	$	122
Long term portion of operating lease liabilities		2,101
Total operating lease liabilities	$	2,223

Sublease Agreement – The Company has entered into agreements to sublease certain space that it does not occupy, through the duration of the lease terms, with one sublease through September 2024 and two other subleases (these operating leases were recorded as an assumed lease liability in connection with the acquisition of Men’s Journal) through March 2025. As of June 30, 2024, the Company is entitled to receive total sublease income of $355 (of which $265 will offset an assumed liability).

Lease Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space. In connection with the termination, the Company agreed to pay the landlord cash payments and credits for market rate advertising. As of June 30, 2024, the Company has a remaining cash payment of $4,000 due on October 1, 2024 (reflected net of imputed interest recognized at 10.0% per annum) and market advertising to be delivered of $492, presented as a lease termination liability of $4,428, as reflected in accrued expenses and other on the condensed consolidated balance sheets.

Discontinued Operations

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

2. Discontinued Operations

On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024. In connection with the termination, certain ABG Warrants vested (further details are provided under the heading Vesting of Warrants in Note 15).

The table below sets forth the loss from discontinued operations:

Schedule of Discontinued Operations

	2024			2023			2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	($ in thousands, except share data)
Revenue	$	404		$	24,734		$	22,252		$	47,696
Cost of revenue		865			16,287			14,846			28,232
Gross profit (loss)		(461	)		8,447			7,406			19,464
Operating expense
Selling and marketing		499			12,599			12,002			24,721
General and administrative (1)		301			121			45,493			199
Depreciation and amortization		-			3,670			2,401			7,340
Loss on impairment of assets (2)		-			-			39,391			-
Total operating expenses		800			16,390			99,287			32,260
Loss from discontinued operations		(1,261	)		(7,943	)		(91,881	)		(12,796	)
Income tax benefit		12			(14	)		(6	)		(14	)
Net loss from discontinued operations	$	(1,249	)	$	(7,957	)	$	(91,887	)	$	(12,810	)

	(1)	General and administrative expenses for the six months ended June 30, 2024, includes a $45,000 termination fee liability.
	(2)	Loss on impairment of assets for the six months ended June 30, 2024 of $39,391, includes $8,601 for the impairment of intangible assets and $30,790 for the impairment of subscription acquisition costs.

The table below sets forth the major classes of assets and liabilities of the discontinued operations:

	June 30, 2024		December 31, 2023
	As of
	June 30, 2024		December 31, 2023
Assets
Accounts receivable, net	$	1,014	$	13,135
Subscription acquisition costs, current portion		-		29,706
Prepayments and other current assets		-		807
Current assets from discontinued operations		1,014		43,648
Subscription acquisition costs, net of current portion		-		7,215
Acquired and other intangibles assets, net		-		11,002
Noncurrent assets from discontinued operations		-		18,217
Total assets from discontinued operations	$	1,014	$	61,865
Liabilities
Accounts payable	$	1,735	$	2,554
Accrued expenses and other		1,665		1,868
Subscription refund liability		423		403
Royalty fee liability⁽¹⁾		3,750		-
Termination fee liability⁽¹⁾		45,000		-
Subscription liability, current portion		44,943		42,848
Current liabilities from discontinued operations		97,516		47,673
Subscription liability, net of current portion		-		10,137
Noncurrent liabilities from discontinued operations		-		10,137
Total liabilities from discontinued operations	$	97,516	$	57,810

⁽¹⁾

Further details related to the alleged and disputed royalty fee liability of $3,750 and termination fee liability of $45,000 are described under the heading ABG Group Legal Matters in Note 19.

The table below sets forth the cash flows of the discontinued operations:

	2024			2023
	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities from discontinued operations
Net loss from discontinued operations	$	(91,887	)	$	(12,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		2,401			7,340
Loss on impairment of assets		39,391			-
Stock-based compensation		564			1,261
Change in operating assets and liabilities:
Accounts receivable, net		12,121			2,059
Subscription acquisition costs		6,131			(7,273	)
Prepayments and other current assets		807			836
Accounts payable		2,931			1,423
Accrued expenses and other		(203	)		1,482
Subscription refund liability		20			45
Subscription liability		(8,042	)		5,976
Termination fee liability		45,000			-
Net cash provided by operating activities from discontinued operations	$	9,234		$	339

Further details regarding legal matters in connection with the discontinued operations are provided under the heading ABG Group Legal Matters in Note 19.

Compensation Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 02, 2024	Feb. 28, 2023	Jun. 30, 2024	Feb. 09, 2024	Dec. 31, 2023	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested		34,515
Share price				$ 5.00	$ 2.38
Other accrued liabilities current			$ 490		$ 489
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested		38,026
Common Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested		11,117
Number of shares vested		21,117
Number of shares, agreed to purchase		45,632
Share price		$ 10.29
Shares Issued, Price Per Share		$ 8.82
Incremental cost recognized at modification date		$ 68
Other accrued liabilities current						$ 68
ABG Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Performance based warrant vested	599,724
ABG Warrants [Member] \| Licensing Agreement [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested	449,793
Exercise price per share	$ 9.24
ABG Warrants [Member] \| Licensing Agreement [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested	149,931
Exercise price per share	$ 18.48

Stockholders’ Deficiency

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders’ Deficiency

14. Stockholders’ Deficiency

Common Stock

The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share.

Common Stock Private Placement – On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, at a purchase price of $2.16 per share, a price equal to the 60-day volume weighted average price of the Company’s common stock. The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $12,000 as reflected on the condensed consolidated statements of stockholders’ deficiency. The proceeds were used for working capital and general corporate purposes. Further information is provided in Note 18.

Common Stock Registered Direct Offering – On March 31, 2023, the Company entered into common stock purchase agreements with certain purchasers, pursuant to which the Company agreed to issue and sell in a registered direct offering an aggregate of 2,963,918 shares of the Company’s common stock at a purchase price of $3.88 per share, with gross proceeds of $11,500. Net proceeds of $11,144 were received, after deducting issuance costs $356, as reflected on the condensed consolidated statement of stockholder’s deficiency. No underwriter or placement agent participated in the registered direct offering. The net proceeds were used for working capital and general corporate purposes. Further information is provided in Note 18.

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units, 747,140 shares of the Company’s common stock and 420,459 shares of the Company’s common stock during the six months ended June 30, 2024 and 2023, respectively, as reflected on the condensed consolidated statements of stockholders’ equity.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Schedule of Composition Preliminary Assets Purchase Price (Details) - Teneology Inc [Member] - Fexy Studios [Member] $ in Thousands	Jan. 11, 2023 USD ($)
Asset Acquisition [Line Items]
Cash	$ 500
Common stock	2,000
Contingent consideration	561
Deferred cash payments, as discounted	246
Total purchase consideration	$ 3,307

Schedule of Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for credit losses beginning of year	$ 374	$ 1,036
Additions	938	315
Deductions – write-offs		(977)
Allowance for credit losses end of period	$ 1,312	$ 374

Preferred Stock (Details Narrative) - $ / shares	Jun. 30, 2024	Feb. 09, 2024
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000
Preferred stock, par value	$ 0.01	$ 0.0001
Series G Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, designated shares	1,800
Shares outstanding	168
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, designated shares	23,000
Shares outstanding	0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Section 50
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (111,545)	$ (38,861)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	130	197
Amortization of platform development and intangible assets	7,227	13,996
Amortization of debt discounts	596	1,645
Noncash and accrued interest	5,959	602
Loss on impairment of assets	40,589	119
Change in fair value of contingent consideration	313	409
Liquidated damages	152	304
Stock-based compensation	1,976	12,616
Deferred income taxes	62	73
Bad debt expense	672	54
Other	(21)
Change in operating assets and liabilities net of effect of business combination:
Accounts receivable, net	20,458	2,213
Subscription acquisition costs	6,131	(7,273)
Prepayments and other current assets	1,043	(7,327)
Other long-term assets	230	8
Accounts payable	(3,645)	742
Accrued expenses and other	41,155	(800)
Unearned revenue	(14,304)	5,526
Subscription refund liability	105	45
Operating lease liabilities	(524)	(114)
Contingent consideration	(1,683)
Other long-term liabilities	(237)	(574)
Net cash used in operating activities	(5,161)	(16,400)
Cash flows from investing activities
Purchases of property and equipment	(27)
Capitalized platform development	(1,485)	(2,132)
Payments for acquisition of business, net of cash acquired		(500)
Net cash used in investing activities	(1,512)	(2,632)
Cash flows from financing activities
Payment of Fexy put option	(561)
(Repayments) proceeds under line of credit, net borrowing	(20,027)	815
Proceeds from common stock private placement	12,000
Proceeds from Simplify loan	12,748
Proceeds from common stock registered direct offering		11,500
Payments of issuance costs from common stock registered direct offering		(167)
Payment of deferred cash payments	(200)	(75)
Payment of taxes from common stock withheld	(486)	(1,423)
Net cash provided by financing activities	3,474	10,650
Net decrease in cash, cash equivalents, and restricted cash	(3,199)	(8,382)
Cash, cash equivalents, and restricted cash – beginning of period	9,284	14,373
Cash, cash equivalents, and restricted cash – end of period	6,085	5,991
Cash, cash equivalents, and restricted cash
Cash and cash equivalents	6,085	5,489
Restricted cash		502
Total cash, cash equivalents, and restricted cash	6,085	5,991
Supplemental disclosure of cash flow information
Cash paid for interest	2,033	7,140
Cash paid for income taxes	85	85
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	228	548
Issuance cost of registered direct offering recorded in accrued expenses and other		189
Repurchase of common stock for Fexy put option	379
Issuance of common stock in connection with settlement of liquidated damages		499
Issuance of common stock upon conversion of Series H convertible preferred stock		1,500
Issuance of common stock in connection with acquisition		2,000
Deferred cash payments recorded in connection with acquisitions		246
Reclassification to liability upon common stock modification		$ 68

Acquisitions and Dispositions (Tables) - Fexy Studios [Member]

6 Months Ended

Jun. 30, 2024

Asset Acquisition [Line Items]

Schedule of Composition Preliminary Assets Purchase Price

The composition of the purchase price is as follows:


Cash	$	500
Common stock		2,000
Contingent consideration		561
Deferred cash payments, as discounted		246
Total purchase consideration	$	3,307

Summary of Preliminary Assets Purchase Price Allocation


Advertiser relationships	$	663
Brand names		659
Goodwill		1,985
Net assets acquired	$	3,307

Line of Credit (Details Narrative) - USD ($)	6 Months Ended
Line of Credit (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Line of credit	$ 804,000
Line of credit		19,609,000
Financing and Security Agreement [Member] \| SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Line of credit		$ 19,609
SLR Digital Finance LLC [Member]
Debt Instrument [Line Items]
Termination loans	3,448,000
Line of credit	$ 804,000
SLR Digital Finance LLC [Member] \| Financing and Security Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility, percentage	85.00%
Line of credit facility interest rate description	(ii) an interest rate at the prime rate plus 4.0% per annum of the amount advanced (subject to minimum utilization of at least 10% of the maximum amount of advances available), (iii) payment of a fee equal to 2.25% of the maximum line amount with respect to any termination of the agreement prior to December 31, 2025 at the option of the Company at any time with 60 day notice, (iv) a payment of a performance fee in the amount equal to 2.25% of the maximum line amount, under certain circumstances in connection with the Business Combination (as further described below), and (v) a payment of a success fee in connection with the Business Combination under certain circumstances.
SLR Digital Finance LLC [Member] \| Financing and Security Agreement [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of credit	$ 40,000,000

Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases
2024 (remaining six months of the year)	$ 124
2025
2026	652
2027	652
2028	652
Thereafter	1,249
Minimum lease payments	3,329
Less imputed interest	(1,106)
Present value of operating lease liabilities	2,223
Current portion of operating lease liabilities	122	$ 358
Long term portion of operating lease liabilities	2,101
Total operating lease liabilities	$ 2,223

Preferred Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Preferred Stock

13. Preferred Stock

The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share, consisting of authorized and/or outstanding shares as of June 30, 2024 as follows:

	●	1,800 authorized shares designated as “Series G Convertible Preferred Stock”, of which 168 shares are outstanding.

	●	23,000 authorized shares designated as “Series H Convertible Preferred Stock” (as further described below), of which no shares are outstanding.

Schedule of Operating Lease Costs (Details) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

^[1]

$ 133

$ 159

$ 408

$ 454

Business Membership Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

155

Month To Month Lease Arrangement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease cost

$ 0

$ 96

[1]

Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation

Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:

Summary of Stock-based Compensation

	Restricted Stock		Common Stock Options		Warrants		Totals
	Three Months Ended June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	84	$	184	$	3	$	271
Selling and marketing		9		29		-		38
General and administrative		114		76		-		190
Total costs charged to operations		207		289		3		499
Capitalized platform development		-		20		-		20
Total stock-based compensation	$	207	$	309	$	3	$	519

	Restricted Stock		Common Stock Options		Warrants		Totals
	Three Months Ended June 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	664	$	138	$	6	$	808
Selling and marketing		63		233		-		296
General and administrative		2,335		1,429		250		4,014
Total costs charged to operations		3,062		1,800		256		5,118
Capitalized platform development		-		241		-		241
Total stock-based compensation	$	3,062	$	2,041	$	256	$	5,359

	Restricted Stock		Common Stock Options		Warrants		Totals
	Six Months Ended June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	119	$	531	$	6	$	656
Selling and marketing		11		136		-		147
General and administrative		304		305		-		609
Total costs charged to operations		434		972		6		1,412
Capitalized platform development		-		228		-		228
Total stock-based compensation	$	434	$	1,200	$	6	$	1,640

	Restricted Stock		Common Stock Options		Warrants		Totals
	Six Months Ended June 30, 2023
	Restricted Stock		Common Stock Options		Warrants		Totals
Cost of revenue	$	1,458	$	1,327	$	6	$	2,791
Selling and marketing		128		536		-		664
General and administrative		4,687		2,717		496		7,900
Total costs charged to operations		6,273		4,580		502		11,355
Capitalized platform development		-		548		-		548
Total stock-based compensation	$	6,273	$	5,128	$	502	$	11,903

Schedule of Unrecognized Compensation Expense

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of June 30, 2024 were as follows:

	As of June 30, 2024
	Restricted Stock		Common Stock Options		Warrants		Totals
Unrecognized compensation expense	$	451	$	1,015	$	19	$	1,485
Weighted average period expected to be recognized (in years)		0.93		1.02		1.52		1.00

Summary of Liquidated Damages (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Accrued Interest

$ 1,237

$ 1,086

Registration Rights Damages

899

898

Public Information Failure Damages

940

Balance

3,076

2,924

MDB Common Stock To Be Issued [Member]

Registration Rights Damages

^[1]

Public Information Failure Damages

^[1]

Accrued Interest

^[1]

Balance

^[1]

Series H Convertible Preferred Stock [Member]

Accrued Interest

727

659

Registration Rights Damages

566

565

Public Information Failure Damages

574

Balance

1,867

1,798

Convertible Debentures [Member]

Accrued Interest

Registration Rights Damages

Public Information Failure Damages

144

Balance

224

216

Series J Convertible Preferred Stock [Member]

Accrued Interest

147

129

Registration Rights Damages

152

Public Information Failure Damages

152

Balance

451

433

Series K Convertible Preferred Stock [Member]

Accrued Interest

283

226

Registration Rights Damages

166

Public Information Failure Damages

Balance

$ 519

$ 462

[1]	Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

Bridge Notes (Details Narrative) - USD ($) $ in Thousands			6 Months Ended
Bridge Notes (Details Narrative) - USD ($) $ in Thousands	Sep. 29, 2023	Aug. 31, 2023	Jun. 30, 2024	Nov. 27, 2023
Short-Term Debt [Line Items]
Principal balance			$ 102,691
2023 Notes [Member]
Short-Term Debt [Line Items]
Balance outstanding		$ 5,000		$ 2,000
Incremental borrowings		3,000
Senior secured notes principal	$ 1,000	$ 1,000
Debt instrument interest rate effective percentage		10.00%
Prepayment fees on advances, net		$ 8,000
Principal amount prepay due percentage		100.00%
Bridge Notes [Member]
Short-Term Debt [Line Items]
Balance outstanding			$ 8,000
Debt maturity term		Apr. 30, 2024
Debt Instrument, Interest Rate, Stated Percentage			14.20%
Principal balance			$ 8,000

Fair Value (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Instruments

Liabilities measured at fair value on a recurring basis consisted of the following as of December 31, 2023:

Fair Value

Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)

Significant
Other
Observable
Inputs

(Level 2)

Significant
Unobservable
Inputs

(Level 3)

Contingent consideration

1,571

Summary of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Short-Term Debt [Line Items]
Total amortization of debt costs	$ 60	$ 715	$ 596	$ 1,645
Total noncash and accrued interest	3,120	602	5,959	602
Total cash paid interest	1,069	3,684	2,033	6,936
Total interest expense	4,249	5,001	8,588	9,183
Line of Credit [Member]
Short-Term Debt [Line Items]
Total amortization of debt costs		53	418	107
Total cash paid interest	911	309	1,706	747
2023 Notes [Member]
Short-Term Debt [Line Items]
Total amortization of debt costs	28		113
Total noncash and accrued interest	202		404
Senior Secured Notes [Member]
Short-Term Debt [Line Items]
Total amortization of debt costs	22	225	45	448
Total noncash and accrued interest	1,585		3,170
Total cash paid interest		1,585		3,152
Delayed Draw Term Notes [Member]
Short-Term Debt [Line Items]
Total amortization of debt costs	3	26	6	51
Total noncash and accrued interest	101		202
Total cash paid interest		101		201
2022 Bridge Notes [Member]
Short-Term Debt [Line Items]
Total amortization of debt costs	7	411	14	1,039
Total noncash and accrued interest	910		1,820
Total cash paid interest		1,320		2,447
Simplify Loan [Member]
Short-Term Debt [Line Items]
Total noncash and accrued interest	322		363
Other [Member]
Short-Term Debt [Line Items]
Total noncash and accrued interest		602		602
Total cash paid interest	$ 158	$ 369	$ 327	$ 389

Schedule of Unrecognized Compensation Expense (Details) - Stock Based Compensation [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,485
Weighted average period expected to be recognized (in years)	1 year
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 451
Weighted average period expected to be recognized (in years)	11 months 4 days
Common Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,015
Weighted average period expected to be recognized (in years)	1 year 7 days
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense	$ 19
Weighted average period expected to be recognized (in years)	1 year 6 months 7 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 718
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jan. 01, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General accrued expenses	$ 3,465	$ 5,551
Accrued payroll and related taxes	6,418	4,515
Accrued publisher expenses	2,698	7,596
Accrued interest	8,756	3,824	$ 13,852
Liabilities in connection with acquisitions and dispositions	68	1,119
Assumed lease liability	947	1,328
Lease termination liability	4,428	4,481
Other accrued expenses	490	489
Total accrued expenses and other	$ 27,270	$ 28,903

Goodwill (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Value of Goodwill

The changes in carrying value of goodwill are as follows:

	June 30, 2024 (unaudited)		December 31, 2023
	As of
	June 30, 2024 (unaudited)		December 31, 2023
Carrying value at beginning of year	$	42,575	$	39,344
Goodwill acquired in acquisition of Men’s Journal		-		1,246
Goodwill acquired in acquisition of Fexy Studios		-		1,985
Carrying value at end of period	$	42,575	$	42,575

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Summary of Preliminary Assets Purchase Price Allocation (Details) - Fexy Studios [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Jan. 11, 2023
Advertiser Relationships [Member]
Asset Acquisition [Line Items]
Net assets acquired	$ 608
Brand Names [Member]
Asset Acquisition [Line Items]
Net assets acquired	$ 590
Teneology Inc [Member]
Asset Acquisition [Line Items]
Net assets acquired		$ 3,307
Teneology Inc [Member] \| Advertiser Relationships [Member]
Asset Acquisition [Line Items]
Net assets acquired		663
Teneology Inc [Member] \| Brand Names [Member]
Asset Acquisition [Line Items]
Net assets acquired		659
Teneology Inc [Member] \| Goodwill [Member]
Asset Acquisition [Line Items]
Net assets acquired		$ 1,985