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Related Party Transactions | 9 Months Ended
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Sep. 30, 2018
Related Party Transactions [Abstract] |
Related Party Transactions | 16. Related Party Transactions Investment Banking Services On April 4, 2017, the Company completed a private placement of its common stock, selling 3,765,000 shares at $1.00 per share, for total gross proceeds of $3,765,000. In connection with the offering, the Company paid $188,250 in cash and issued 162,000 shares of common stock to MDB, which acted as placement agent. On October 19, 2017, the Company completed a private placement of its common stock, selling 2,391,304 shares at $1.15 per share, for total gross proceeds of $2,750,000. In connection with the offering, the Company issued 119,565 shares of common stock and warrants to purchase 119,565 shares of common stock to MDB, which acted as placement agent. On January 4, 2018, the Company completed a private placement of its common stock, selling 1,200,000 shares at $2.50 per share, for total gross proceeds of $3,000,000. In connection with the offering, MDB, which acted as placement agent, was entitled to 60,000 shares of common stock and warrants to purchase 60,000 shares of common stock. Mr. Christopher Marlett was a director of the Company until February 1, 2018. Mr. Marlett is the Chief Executive Officer of MDB. Mr. Gary Schuman, who was the Chief Financial Officer of the Company until May 15, 2017, is the Chief Financial Officer and Chief Compliance Officer of MDB. The Company compensated Mr. Schuman for his services at the rate of $3,000 per month until his resignation. Mr. Robert Levande was a director of the Company until July 5, 2017. Mr. Levande is a senior managing director of MDB. Board of Directors and Finance Committee During September 2018, John A. Fichthorn joined the Board of the Company and during November 2018 he was elected as Chairman of the Board and Chairman of the Finance Committee. Until March of 2020 Mr. Fichthorn served as Head of Alternative Investments for B. Riley Capital Management, LLC, which is an SEC-registered investment adviser and a wholly-owned subsidiary of B. Riley. During September 2018, Todd D. Sims joined the Board of the Company and is also a member of the Board of Directors of B. Riley. Mr. Sims serves on the Board of the Company as a designee of B. Riley. Since August 2018, B. Riley FBR has been instrumental in raising debt and equity capital for the Company to supports its acquisitions of HubPages and Say Media (see Note 18) and for refinancing and working capital purposes. Service Contracts Ms. Rinku Sen became a director of the Company in November 2017 and has provided consulting services and operates a channel on the Company’s platform. During the three months and nine months ended September 30, 2018, the Company paid Ms. Sen $0 and $15,521, respectively, for these services. Effective on September 20, 2017, the Company entered into a six-month contract, with automatic renewals unless cancelled, with a company located in Nicaragua that is owned by Mr. Christopher Marlett, a then director of the Company, to provide content conversion services. During the three months and nine months ended September 30, 2018, the Company paid $44,200 and $64,350, respectively, for these services. Officer Promissory Notes In May 2018, the Company’s Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs. Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which was approximately 2.51% as of September 30, 2018. At September 30, 2018, the total principal amount of advances outstanding, including accrued interest of $6,853, was $966,389. On June 15, 2018, four investors invested a total of $4,775,000 in a convertible debt offering (“Debentures”). Included in the total was an investment of $1,000,000 by the Company’s Chief Executive Officer and $25,000 from the Company’s President. Interest is payable on the Debentures at the rate of 10% per annum, payable in cash semi-annually on December 31 and June 30, and on maturity, beginning on December 31, 2018, and the Debentures are due and payable on June 30, 2019 (the “Maturity Date”). On the Maturity Date, and on any conversion prior to the Maturity Date, each Investor will be entitled to receive additional interest payments to provide the Investor with a 20% annual Internal Rate of Return. The Company will recognize this annual Internal Rate of Return requirement for accounting purposes when such Debentures are repaid or otherwise satisfied. Say Media Promissory Notes Receivable As a result of the Say Media acquisition on December 12, 2018, the Company settled the promissory notes receivable by effectively forgiving $1,166,556 of the balance due as of September 30, 2018 as reflected in the condensed consolidated statements of operations. The Company has a balance due under the promissory notes receivable of $2,528,498 as of September 30, 2018 which is considered an advance against the purchase price for the acquisition. See Note 18 for additional information concerning this transaction. At September 30, 2018, the Company had the following balances on its condensed consolidated balance sheet; accounts receivable of $84,287, and accounts payable of $186,248. During the three months and nine months ended September 30, 2018, the Company reflected the following on its condensed consolidated statement of operations; revenues of $81,976 and $84,287, respectively, and operating expenses of $117,647 and $117,647, respectively.

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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