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Subsequent Events | 6 Months Ended
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Sep. 30, 2020
Subsequent Events [Abstract] |
Subsequent Events | Note 19 — Subsequent Events Filing of Registration Statement on Form S-3 The Company filed an initial Registration Statement on Form S-3 in connection with its Senior Notes (see Note 11 – Senior Secured Convertible Notes) on October 14, 2020, and it was declared effective by the SEC on October 21, 2020. Binding Letter of Intent for Business Combination On October 22, 2020, the Company entered into a binding letter of intent with Custom Personalization Solutions, LLC (d/b/a CPS) ("CPS"). At the closing of the transactions contemplated under the letter of intent (the "Closing"), the Company or its acquisition subsidiary will acquire 100% of the issued and outstanding membership interests of CPS (the "Acquisition"), and following the Acquisition, CPS will continue as a standalone wholly owned subsidiary of the Company. The Acquisition is expected to close by December 31, 2020, subject to various customary closing conditions and other conditions, including, among others, approval of the Company's board of directors, satisfactory completion of the Company's due diligence of CPS and execution of new employment agreements between CPS and certain of its key employees. The parties may elect to execute a long-form definitive agreement with respect to the Acquisition on the terms set forth in the letter of intent (the "Long-Form Agreement"). At the Closing, upon satisfaction of each of the closing conditions set forth in the letter of intent, the Company shall issue to the holders of all of CPS' issued and outstanding membership interests (the "Sellers") $4.5 million worth of shares (the "Initial Shares") of the Company's restricted common stock. In addition, the Company shall issue $1.5 million worth of shares of its restricted common stock (the "Additional Shares" and together with the Initial Shares, the "Shares") if: (i) CPS reports GAAP revenue of $20.0 million and $1.0 million of earnings before interest, taxes and depreciation for the year ended December 31, 2020, and (ii) at the closing, CPS' target working capital is $2.7 million (including $0.8 million of cash) and CPS has no more than $1.3 million in outstanding indebtedness. The Shares shall be priced based on the Volume-Weighted Average Closing Price (as defined in the Agreement) and shall be subject to a lock-up period of 12 months from the closing date, such that no Shares can be sold, transferred, assigned, hypothecated, or in any way disposed of, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise prior to the expiration of such period. The parties to the letter of intent made certain representations, warranties and covenants that are customary for transactions of this nature (including exclusivity), agreed to certain indemnification terms as set forth in the letter of intent, and agreed to enter into certain agreements in connection with the Acquisition. The parties have certain customary termination rights as set forth in the letter of intent, and the letter of intent shall automatically terminate if the Closing has not occurred on or before December 6, 2020, unless otherwise agreed to by the parties, or if the parties do not enter into the Long-Form Agreement by such date; provided that such termination date shall be extended by 30 days if the parties mutually agree in writing and are engaged in good faith negotiations regarding the Long-Form Agreement. There can be no assurance that the Acquisition will be consummated or as to the date by which the Acquisition may be consummated, if at all. The shares of common stock to be issued by the Company in connection with the transactions contemplated by the letter of intent will be issued in a private placement that will rely upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Amendment to Royalty Payment Plan Agreements On October 30, 2020, the Company entered into an amendment to existing royalty payment plan agreement with a certain licensor of music content which owns and licenses rights to the Company to certain sound recordings. Pursuant to this amendment, payment terms on $5.9 million of outstanding balances to such music licensor were extended over periods between 12 and 24 months.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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