Stock-Based Compensation (Tables)
|
12 Months Ended |
Dec. 31, 2020 |
|---|
| Schedule of Unrecognized Compensation Expense |
Unrecognized compensation expense related to the stock-based
compensation awards and equity-based awards as of December 31, 2020 was as follows:
| |
|
As of December 31, 2020 |
|
| |
|
Restricted Stock Awards |
|
|
Common Stock Awards |
|
|
Common Equity Awards |
|
|
Outside Options |
|
|
Publisher Partner Warrants |
|
|
ABG Warrants |
|
|
Totals |
|
| Unrecognized compensation expense |
|
$ |
81,620 |
|
|
$ |
371,932 |
|
|
$ |
19,874,675 |
|
|
$ |
283,388 |
|
|
$ |
- |
|
|
$ |
3,214,102 |
|
|
$ |
23,825,717 |
|
| Weighted average period expected to be recognized (in years) |
|
|
0.95 |
|
|
|
0.67 |
|
|
|
1.87 |
|
|
|
1.18 |
|
|
|
- |
|
|
|
2.38 |
|
|
|
1.91 |
|
|
| ABG Warrants [Member] |
|
| Schedule of Fair Value of Stock Options Assumptions |
The fair value of the ABG Warrants issued during the
year ended December 31, 2019 were calculated using the Monte Carlo model by an independent appraisal firm under the Probability Weighted
Scenarios utilizing the following assumptions:
| |
|
Up-list |
|
|
No Up-list |
|
| Risk-free interest rate |
|
|
2.00% – 2.10 |
% |
|
|
2.00% – 2.10 |
% |
| Expected dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Expected volatility |
|
|
51.00% – 52.00 |
% |
|
|
121.00% – 123.00 |
% |
| Expected life |
|
|
6.0 – 7.3 years |
|
|
|
6.2 – 7.3 years |
|
|
| Schedule of Warrants Activity |
A summary of the ABG Warrant activity during the years
ended December 31, 2020 and 2019 is as follows:
| |
|
Number of Shares |
|
|
Weighted Average
Exercise |
|
|
Weighted Average Remaining Contractual Life |
|
| |
|
Unvested |
|
|
Vested |
|
|
Price |
|
|
(in years) |
|
| ABG Warrants outstanding at January 1, 2019 |
|
|
- |
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
| Issued |
|
|
21,989,844 |
|
|
|
- |
|
|
|
0.63 |
|
|
|
|
|
| ABG Warrants outstanding at December 31, 2019 |
|
|
21,989,844 |
|
|
|
- |
|
|
|
0.63 |
|
|
|
9.46 |
|
| Vested |
|
|
(2,198,985 |
) |
|
|
2,198,985 |
|
|
|
0.63 |
|
|
|
|
|
| ABG Warrants outstanding at December 31, 2020 |
|
|
19,790,859 |
|
|
|
2,198,985 |
|
|
|
0.63 |
|
|
|
8.46 |
|
|
| Summary of Stock-based Compensation |
Stock–based compensation and equity-based expense
charged to operations or capitalized during the years ended December 31, 2020 and 2019 are summarized as follows:
| |
|
Year Ended December 31, 2020 |
|
| |
|
Restricted |
|
|
Common |
|
|
Common |
|
|
|
|
|
Publisher |
|
|
|
|
|
|
|
| |
|
Stock |
|
|
Stock |
|
|
Equity |
|
|
Outside |
|
|
Partner |
|
|
ABG |
|
|
|
|
| |
|
Awards |
|
|
Awards |
|
|
Awards |
|
|
Options |
|
|
Warrants |
|
|
Warrants |
|
|
Totals |
|
| Cost of revenue |
|
$ |
163,181 |
|
|
$ |
156,043 |
|
|
$ |
3,975,625 |
|
|
$ |
8,394 |
|
|
$ |
36,673 |
|
|
$ |
- |
|
|
$ |
4,339,916 |
|
| Selling and marketing |
|
|
1,486,722 |
|
|
|
114,640 |
|
|
|
2,454,432 |
|
|
|
272,431 |
|
|
|
- |
|
|
|
- |
|
|
|
4,328,225 |
|
| General and administrative |
|
|
317,982 |
|
|
|
615,604 |
|
|
|
3,439,803 |
|
|
|
150,577 |
|
|
|
- |
|
|
|
1,449,074 |
|
|
|
5,973,040 |
|
| Total costs charged to operations |
|
|
1,967,885 |
|
|
|
886,287 |
|
|
|
9,869,860 |
|
|
|
431,402 |
|
|
|
36,673 |
|
|
|
1,449,074 |
|
|
|
14,641,181 |
|
| Capitalized platform development |
|
|
361,519 |
|
|
|
178,284 |
|
|
|
1,062,792 |
|
|
|
6,400 |
|
|
|
- |
|
|
|
- |
|
|
|
1,608,995 |
|
| Total stock-based compensation |
|
$ |
2,329,404 |
|
|
|
1,064,571 |
|
|
$ |
10,932,652 |
|
|
$ |
437,802 |
|
|
$ |
36,673 |
|
|
$ |
1,449,074 |
|
|
$ |
16,250,176 |
|
| |
|
Year Ended December 31, 2019 |
|
| |
|
Restricted |
|
|
Common |
|
|
Common |
|
|
|
|
|
Publisher |
|
|
|
|
|
|
|
| |
|
Stock |
|
|
Stock |
|
|
Equity |
|
|
Outside |
|
|
Partner |
|
|
ABG |
|
|
|
|
| |
|
Awards |
|
|
Awards |
|
|
Awards |
|
|
Options |
|
|
Warrants |
|
|
Warrants |
|
|
Totals |
|
| Cost of revenue |
|
$ |
122,192 |
|
|
$ |
44,520 |
|
|
$ |
774,632 |
|
|
$ |
1,580 |
|
|
$ |
50,828 |
|
|
$ |
- |
|
|
$ |
993,752 |
|
| Selling and marketing |
|
|
34,393 |
|
|
|
100,388 |
|
|
|
455,280 |
|
|
|
242,399 |
|
|
|
- |
|
|
|
- |
|
|
|
832,460 |
|
| General and administrative |
|
|
2,541,468 |
|
|
|
1,660,607 |
|
|
|
3,383,338 |
|
|
|
157,359 |
|
|
|
- |
|
|
|
795,803 |
|
|
|
8,538,575 |
|
| Total costs charged to operations |
|
|
2,698,053 |
|
|
|
1,805,515 |
|
|
|
4,613,250 |
|
|
|
401,338 |
|
|
|
50,828 |
|
|
|
795,803 |
|
|
|
10,364,787 |
|
| Capitalized platform development |
|
|
535,004 |
|
|
|
175,837 |
|
|
|
590,618 |
|
|
|
5,931 |
|
|
|
- |
|
|
|
- |
|
|
|
1,307,390 |
|
| Total stock-based compensation |
|
$ |
3,233,057 |
|
|
|
1,981,352 |
|
|
$ |
5,203,868 |
|
|
$ |
407,269 |
|
|
$ |
50,828 |
|
|
$ |
795,803 |
|
|
$ |
11,672,177 |
|
|
| Stock Options Outside 2016 Plan and 2019 Plan [Member] |
|
| Schedule of Fair Value of Stock Options Assumptions |
The fair value for the outside options granted during
the year ended December 31, 2019 were calculated using the Black-Scholes option pricing model for the time-based and performance-based
awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions:
| |
|
Up-list |
|
|
No Up-list |
|
| Risk-free interest rate |
|
|
2.49% –2.57 |
% |
|
|
2.49% – 2.57 |
% |
| Expected dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Expected volatility |
|
|
74.00% – 95.00 |
% |
|
|
122.00% – 142.00 |
% |
| Expected life |
|
|
3.0 – 5.8 years |
|
|
|
3.0 – 5.8 years |
|
|
| Summary of Stock Option Activity |
A summary of outside option activity during the years
ended December 31, 2020 and 2019 is as follows:
| |
|
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
Weighted |
|
|
Remaining |
|
| |
|
Number |
|
|
Average |
|
|
Contractual |
|
| |
|
of |
|
|
Exercise |
|
|
Life |
|
| |
|
Shares |
|
|
Price |
|
|
(in Years) |
|
| Outside options outstanding at January 1, 2019 |
|
|
2,414,000 |
|
|
$ |
0.36 |
|
|
|
9.94 |
|
| Granted |
|
|
1,500,000 |
|
|
|
0.57 |
|
|
|
|
|
| Exercised |
|
|
(2,000 |
) |
|
|
0.35 |
|
|
|
|
|
| Forfeited |
|
|
(180,000 |
) |
|
|
0.35 |
|
|
|
|
|
| Expired |
|
|
(7,333 |
) |
|
|
0.35 |
|
|
|
|
|
| Outside options outstanding at December 31, 2019 |
|
|
3,724,667 |
|
|
|
0.21 |
|
|
|
9.04 |
|
| Forfeited |
|
|
(195,333 |
) |
|
|
0.46 |
|
|
|
|
|
| Expired |
|
|
(477,334 |
) |
|
|
0.39 |
|
|
|
|
|
| Outside options outstanding at December 31, 2020 |
|
|
3,052,000 |
|
|
|
0.46 |
|
|
|
8.07 |
|
| Outside options exercisable at December 31, 2020 |
|
|
2,376,333 |
|
|
|
0.43 |
|
|
|
6.20 |
|
| Outside options not vested at December 31, 2020 |
|
|
675,667 |
|
|
|
|
|
|
|
|
|
|
| Schedule of Exercise Prices of Common Stock Options |
The exercise prices of outside options outstanding
and exercisable are as follows as of December 31, 2020:
| Exercise |
|
Outstanding |
|
|
Exercisable |
|
| Price |
|
(Shares) |
|
|
(Shares) |
|
| Under $1.00 |
|
|
3,052,000 |
|
|
|
2,376,333 |
|
|
| Publisher Partner Warrant [Member] |
|
| Schedule of Exercise Prices of Common Stock Options |
The exercise prices of the Publisher Partner Warrants
outstanding and exercisable are as follows as of December 31, 2020.
| Exercise |
|
|
Outstanding |
|
|
Exercisable |
|
| Price |
|
|
(Shares) |
|
|
(Shares) |
|
| |
Under $1.00 |
|
|
|
40,000 |
|
|
|
40,000 |
|
| $ |
1.01 to $1.25 |
|
|
|
465,419 |
|
|
|
275,419 |
|
| $ |
1.26 to $1.50 |
|
|
|
68,277 |
|
|
|
68,277 |
|
| $ |
1.51 to $1.75 |
|
|
|
110,318 |
|
|
|
27,818 |
|
| $ |
1.76 to $2.00 |
|
|
|
104,449 |
|
|
|
50,449 |
|
| $ |
2.01 to $2.25 |
|
|
|
1,078 |
|
|
|
1,078 |
|
| |
|
|
|
|
789,541 |
|
|
|
463,041 |
|
|
| Schedule of Warrants Activity |
A summary of the Publisher Partner Warrants activity
during the years ended December 31, 2020 and 2019 is as follows:
| |
|
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
Weighted |
|
|
Remaining |
|
| |
|
Number |
|
|
Average |
|
|
Contractual |
|
| |
|
of |
|
|
Exercise |
|
|
Life |
|
| |
|
Shares |
|
|
Price |
|
|
(in Years) |
|
| Publisher Partner Warrants outstanding at January 1, 2019 |
|
|
1,017,140 |
|
|
$ |
1.47 |
|
|
|
3.26 |
|
| Forfeited |
|
|
(77,599 |
) |
|
|
1.62 |
|
|
|
|
|
| Publisher Partner Warrants outstanding at December 31, 2019 |
|
|
939,541 |
|
|
|
1.46 |
|
|
|
2.57 |
|
| Forfeited |
|
|
(150,000 |
) |
|
|
|
|
|
|
|
|
| Publisher Partner Warrants outstanding at December 31, 2020 |
|
|
789,541 |
|
|
|
1.34 |
|
|
|
1.50 |
|
| Publisher Partner Warrants exercisable at December 31, 2020 |
|
|
463,041 |
|
|
|
1.31 |
|
|
|
1.52 |
|
| Publisher Partner Warrants not vested at December 31, 2020 |
|
|
326,500 |
|
|
|
|
|
|
|
|
|
| Publisher Partner Warrants available for future grants at December 31, 2020 |
|
|
1,210,459 |
|
|
|
|
|
|
|
|
|
|
| Common Stock Awards [Member] |
|
| Schedule of Fair Value of Stock Options Assumptions |
The fair value of common stock awards granted during
the year ended December 31, 2020 were calculated using the Black-Scholes option pricing model under the Probability Weighted Scenarios
utilizing the following assumptions:
| |
|
Up-list |
|
|
No Up-list |
|
| Risk-free interest rate |
|
|
0.45 |
% |
|
|
0.45 |
% |
| Expected dividend yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Expected volatility |
|
|
71.00 |
% |
|
|
132.00 |
% |
| Expected life |
|
|
6.0 years |
|
|
|
6.0 years |
|
|
| Summary of Stock Option Activity |
A summary of the common stock award activity during
the years ended December 31, 2020 and 2019 is as follows:
| |
|
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
Weighted |
|
|
Remaining |
|
| |
|
Number |
|
|
Average |
|
|
Contractual |
|
| |
|
of |
|
|
Exercise |
|
|
Life |
|
| |
|
Shares |
|
|
Price |
|
|
(in Years) |
|
| Common stock awards outstanding at January 1, 2019 |
|
|
9,405,541 |
|
|
$ |
0.61 |
|
|
|
9.30 |
|
| Exercised |
|
|
(25,000 |
) |
|
|
0.17 |
|
|
|
|
|
| Forfeited |
|
|
(1,197,776 |
) |
|
|
0.73 |
|
|
|
|
|
| Expired |
|
|
(118,204 |
) |
|
|
1.09 |
|
|
|
|
|
| Common stock awards outstanding at December 31, 2019 |
|
|
8,064,561 |
|
|
|
0.62 |
|
|
|
8.34 |
|
| Granted |
|
|
234,000 |
|
|
|
0.90 |
|
|
|
|
|
| Exercised |
|
|
(6,944 |
) |
|
|
0.56 |
|
|
|
|
|
| Forfeited |
|
|
(601,179 |
) |
|
|
1.09 |
|
|
|
|
|
| Expired |
|
|
(788,101 |
) |
|
|
0.53 |
|
|
|
|
|
| Common stock awards outstanding at December 31, 2020 |
|
|
6,902,337 |
|
|
|
0.86 |
|
|
|
7.50 |
|
| Common stock awards exercisable at December 31, 2020 |
|
|
6,027,418 |
|
|
|
0.90 |
|
|
|
7.47 |
|
| Common stock awards not vested at December 31, 2020 |
|
|
874,919 |
|
|
|
|
|
|
|
|
|
| Common stock awards available for future grants at December 31, 2020 |
|
|
3,097,663 |
|
|
|
|
|
|
|
|
|
|
| Schedule of Exercise Prices of Common Stock Options |
The exercise prices under the 2016 Plan for the common
stock awards outstanding and exercisable are as follows as of December 31, 2020:
| Exercise |
|
|
Outstanding |
|
|
Exercisable |
|
| Price |
|
|
(Shares) |
|
|
(Shares) |
|
| |
Under $1.00 |
|
|
|
4,825,750 |
|
|
|
3,982,816 |
|
| $ |
1.01 to $1.25 |
|
|
|
780,751 |
|
|
|
779,843 |
|
| $ |
1.51 to $1.75 |
|
|
|
250,000 |
|
|
|
229,479 |
|
| $ |
1.76 to $2.00 |
|
|
|
924,169 |
|
|
|
913,613 |
|
| $ |
2.01 to $2.25 |
|
|
|
121,667 |
|
|
|
121,667 |
|
| |
|
|
|
|
6,902,337 |
|
|
|
6,027,418 |
|
|
| Common Equity Awards [Member] |
|
| Schedule of Fair Value of Stock Options Assumptions |
The fair value of common equity awards granted during
the years ended December 31, 2020 and 2019 were calculated using the Black-Scholes option pricing model for the time-based and performance-based
awards by an independent appraisal firm under the Probability Weighted Scenarios utilizing the following assumptions:
| |
|
December 31, 2020 |
|
|
December 31, 2019 |
|
| |
|
Up-list |
|
|
No Up-list |
|
|
Up-list |
|
|
No Up-list |
|
| Expected life |
|
|
0.20% - 0.79 |
% |
|
|
0.20% - 0.79 |
% |
|
|
1.51% - 2.59 |
% |
|
|
1.51% - 2.59 |
% |
| Risk-free interest rate |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Volatility factor |
|
|
61.00% - 91.00 |
% |
|
|
61.00% - 142.00 |
% |
|
|
69.00% - 95.00 |
% |
|
|
119.00% - 149.00 |
% |
| Dividend rate |
|
|
3.0 – 6.7 years |
|
|
|
3.0 – 6.7 years |
|
|
|
3.0 – 6.0 years |
|
|
|
3.0 – 6.0 years |
|
The fair value of common equity awards granted during
the year ended December 31, 2019 were calculated using the Monte Carlo model for the market-based awards by an independent appraisal firm
under the Probability Weighted Scenarios utilizing the following assumptions:
| |
|
Up-list |
|
|
No Up-list |
|
| Expected life |
|
|
2.20% - 2.70 |
% |
|
|
2.16% - 2.71 |
% |
| Risk-free interest rate |
|
|
0.00 |
% |
|
|
0.00 |
% |
| Volatility factor |
|
|
140.00% - 146.00 |
% |
|
|
110.00 |
% |
| Dividend rate |
|
|
10.0 years |
|
|
|
10.0 years |
|
|
| Summary of Stock Option Activity |
A summary of the common equity award activity during
the years ended December 31, 2020 and 2019 is as follows:
| |
|
|
|
|
|
|
|
Weighted |
|
| |
|
|
|
|
|
|
|
Average |
|
| |
|
|
|
|
Weighted |
|
|
Remaining |
|
| |
|
Number |
|
|
Average |
|
|
Contractual |
|
| |
|
of |
|
|
Exercise |
|
|
Life |
|
| |
|
Shares |
|
|
Price |
|
|
(in Years) |
|
| Common equity awards outstanding at January 1, 2019 |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
| Granted |
|
|
68,180,863 |
|
|
|
0.53 |
|
|
|
|
|
| Forfeited |
|
|
(3,167,218 |
) |
|
|
0.53 |
|
|
|
|
|
| Common equity awards outstanding at December 31, 2019 |
|
|
65,013,645 |
|
|
|
0.53 |
|
|
|
9.43 |
|
| Granted |
|
|
25,393,768 |
|
|
|
0.71 |
|
|
|
|
|
| Forfeited |
|
|
(8,342,377 |
) |
|
|
0.61 |
|
|
|
|
|
| Expired |
|
|
(2,722 |
) |
|
|
0.56 |
|
|
|
|
|
| Common equity awards vested at December 31, 2020 |
|
|
82,062,314 |
|
|
|
0.58 |
|
|
|
8.65 |
|
| Common equity awards exercisable at December 31, 2020 |
|
|
13,608,686 |
|
|
|
0.54 |
|
|
|
8.49 |
|
| Common equity awards not vested at December 31, 2020 |
|
|
68,453,628 |
|
|
|
|
|
|
|
|
|
| Common equity awards available for future grants at December 31, 2020 |
|
|
2,937,686 |
|
|
|
|
|
|
|
|
|
|
| Schedule of Exercise Prices of Common Stock Options |
The exercise prices under the 2019 Plan for the common
equity awards outstanding and exercisable are as follows as of December 31, 2020:
| Exercise |
|
Outstanding |
|
|
Exercisable |
|
| Price |
|
(Shares) |
|
|
(Shares) |
|
| No exercise price |
|
|
250,000 |
|
|
|
250,000 |
|
| Under $1.00 |
|
|
81,812,314 |
|
|
|
13,358,686 |
|
| |
|
|
82,062,314 |
|
|
|
13,608,686 |
|
|
| Restricted Stock Units [Member] |
|
| Schedule of Restricted Stock Units Activity |
A summary of the restricted stock unit activity during
the years ended December 31, 2020 and 2019 is as follows:
| |
|
Number of Shares |
|
|
Weighted Average Grant-Date |
|
| |
|
Unvested |
|
|
Vested |
|
|
Fair Value |
|
| Restricted stock units outstanding at January 1, 2019 |
|
|
- |
|
|
|
- |
|
|
$ |
- |
|
| Granted |
|
|
2,399,997 |
|
|
|
- |
|
|
|
0.45 |
|
| Restricted stock units outstanding at December 31, 2019 |
|
|
2,399,997 |
|
|
|
- |
|
|
|
0.45 |
|
| Forfeited |
|
|
(2,399,997 |
) |
|
|
- |
|
|
|
|
|
| Restricted stock units outstanding at December 31, 2020 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|