[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section covers the company's unaudited financial statements, management's analysis, market risk, and internal controls [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for TheMaven, Inc. as of June 30, 2020, and for the three and six-month periods then ended, along with detailed notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2020, the company reported total assets of $196.5 million, total liabilities of $215.4 million, and a stockholders' deficiency of $74.6 million, reflecting a significant increase in deficiency from year-end 2019 Condensed Consolidated Balance Sheet Data (in thousands) | Balance Sheet Items | June 30, 2020 (Unaudited) | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,275 | $8,852 | | Total current assets | $42,054 | $48,160 | | Goodwill | $16,139 | $16,139 | | Total assets | $196,506 | $196,991 | | **Liabilities & Stockholders' Deficiency** | | | | Total current liabilities | $104,517 | $87,541 | | Long-term debt | $60,390 | $44,010 | | Total liabilities | $215,427 | $178,406 | | Total stockholders' deficiency | $(74,575) | $(37,068) | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2020, the company reported revenue of $53.5 million and a net loss of $45.9 million, with substantial revenue growth driven by acquisitions but also significantly widened losses due to increased operating expenses Statement of Operations Highlights (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $23,091 | $5,770 | $53,504 | $12,044 | | Gross Profit (Loss) | $(1,783) | $283 | $1,891 | $905 | | Loss from Operations | $(21,590) | $(7,147) | $(41,783) | $(12,008) | | Net Loss | $(23,161) | $(10,586) | $(45,938) | $(19,521) | | Basic and Diluted Net Loss per Share | $(0.59) | $(0.30) | $(1.17) | $(0.55) | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2020, the company experienced a net decrease in cash of $6.2 million, primarily due to $17.4 million used in operating activities, partially offset by $14.7 million provided by financing activities Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(17,421) | $(47,084) | | Net cash used in investing activities | $(3,442) | $(17,506) | | Net cash provided by financing activities | $14,665 | $75,332 | | Net (decrease) increase in cash | $(6,197) | $10,743 | | Cash, cash equivalents, and restricted cash – end of period | $3,276 | $13,270 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide critical context to the financial statements, detailing the company's liquidity, significant acquisitions, debt instruments, and subsequent financing events, despite a history of recurring losses - The company has a history of recurring losses, negative working capital, and negative operating cash flows, incurring a net loss of **$45.9 million** and using **$17.4 million** in cash from operations for the six months ended June 30, 2020[33](index=33&type=chunk)[34](index=34&type=chunk) - Despite these conditions, management concluded there is not substantial doubt about the Company's ability to continue as a going concern for one year, based on its 2021 cash flow forecast, operating budget, and ability to raise capital[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - On March 9, 2020, the Company acquired substantially all assets of Petametrics Inc. (LiftIgniter) for a total consideration of **$815,289**, consisting of cash and restricted stock units[50](index=50&type=chunk)[51](index=51&type=chunk) - Subsequent to the reporting period, the company engaged in significant financing activities, including issuing new series of preferred stock, amending debt agreements, and increasing its authorized common stock to **1 billion** shares, which triggered the conversion of various preferred stock series[120](index=120&type=chunk)[125](index=125&type=chunk)[129](index=129&type=chunk)[138](index=138&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's business overview, liquidity, and results of operations, highlighting rapid operational expansion and significant revenue growth to $53.5 million for the first six months of 2020, alongside a wider net loss of $45.9 million and the impact of COVID-19 - The company operates a technology platform for premium publishers, including its owned media businesses for Sports Illustrated and TheStreet, and powers over **250** independent brands[142](index=142&type=chunk) - The growth strategy focuses on adding new premium publishers and making strategic acquisitions to expand the platform's scale and improve monetization[143](index=143&type=chunk) - The COVID-19 pandemic caused a decline in traffic and advertising revenue in the first and second quarters of 2020, though a steady recovery began in May 2020[35](index=35&type=chunk)[185](index=185&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=MD%26A_Liquidity%20and%20Capital%20Resources) As of June 30, 2020, the company reported cash of $2.3 million and a working capital deficit of $62.5 million, having historically financed operations through debt and equity, with significant additional capital raised post-quarter Working Capital Deficit (in thousands) | | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Current assets | $42,054 | $48,160 | | Current liabilities | $(104,517) | $(87,541) | | **Working capital deficit** | **$(62,462)** | **$(39,381)** | Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(17,421) | $(47,084) | | Net cash used in investing activities | $(3,442) | $(17,506) | | Net cash provided by financing activities | $14,665 | $75,332 | - From July 1, 2020, to the report's issuance date, the company raised approximately **$20.8 million** in net proceeds from the sale of convertible preferred stock[151](index=151&type=chunk)[154](index=154&type=chunk) [Results of Operations](index=37&type=section&id=MD%26A_Results%20of%20Operations) For the six months ended June 30, 2020, revenue surged **344%** to **$53.5 million** primarily due to acquisitions, but increased costs and operating expenses led to an operating loss of **$41.8 million** Results of Operations Comparison for Six Months Ended June 30 (in thousands) | Metric | 2020 | 2019 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $53,504 | $12,044 | $41,460 | 344.2% | | Cost of revenue | $51,613 | $11,140 | $40,473 | 363.3% | | Gross profit | $1,891 | $905 | $986 | 109.0% | | Total operating expenses | $43,674 | $12,913 | $30,761 | 238.2% | | Loss from operations | $(41,783) | $(12,008) | $(29,775) | 248.0% | | Net loss | $(45,938) | $(19,521) | $(26,417) | 135.3% | Revenue by Product Line for Six Months Ended June 30 (in thousands) | Product Line | 2020 | 2019 | % of 2020 Total | | :--- | :--- | :--- | :--- | | Advertising | $19,380 | $11,808 | 36.2% | | Digital subscriptions | $11,627 | $108 | 21.7% | | Magazine circulation | $21,167 | $0 | 39.6% | | Other | $1,331 | $128 | 2.5% | | **Total revenue** | **$53,504** | **$12,044** | **100.0%** | - The increase in selling and marketing costs of **$15.2 million** for the six-month period was primarily due to higher payroll, circulation costs, and advertising expenses related to expanded operations[180](index=180&type=chunk) - General and administrative expenses increased by **$7.6 million**, driven by higher headcount, professional services (accounting, legal), and facilities costs[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a "smaller reporting company" as defined in Item 10(f)(1) of SEC Regulation S-K - Disclosure about market risk is not required for a "smaller reporting company"[186](index=186&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2020, due to identified material weaknesses in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by this report[188](index=188&type=chunk) - This conclusion was based on the identification of material weaknesses in internal control over financial reporting[200](index=200&type=chunk) - No changes in internal control over financial reporting occurred during the period that materially affected, or are reasonably likely to materially affect, the internal controls[189](index=189&type=chunk) [PART II - OTHER INFORMATION](index=44&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, risk factors, equity sales, senior security defaults, and exhibits [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company states that it is not currently a party to any pending or threatened legal proceedings that would be reasonably expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently subject to any material legal proceedings[191](index=191&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks, including the material adverse effects of the COVID-19 pandemic, the need for additional capital due to recurring losses, identified material weaknesses in internal controls, and risks related to competition and stock liquidity [Risks Related to Business and Financial Condition](index=44&type=section&id=Risks%20Related%20to%20Business%20and%20Financial%20Condition) The company's business faces material risks from the COVID-19 pandemic, a history of significant losses and an accumulated deficit of **$119.0 million**, identified material weaknesses in internal controls, intense competition, and technology-related threats - The COVID-19 pandemic has materially and adversely affected business operations, causing a decline in revenue and earnings beginning in March 2020 due to event cancellations and decreased advertising[193](index=193&type=chunk)[194](index=194&type=chunk) - The company has incurred losses since inception, with an accumulated deficit of approximately **$119.0 million** as of June 30, 2020, and anticipates continued losses[198](index=198&type=chunk) - Material weaknesses in internal control over financial reporting have been identified, which could result in material misstatements and adversely affect the stock price[200](index=200&type=chunk) - The digital media industry is intensely competitive, with many players having greater financial resources, which could harm operating results[206](index=206&type=chunk) [Risks Related to Investment in Securities](index=52&type=section&id=Risks%20Related%20to%20Investment%20in%20Securities) Investing in the company's securities carries significant risks, including the potential lack of a liquid market for its highly volatile common stock, its classification as a "penny stock," and the financial burden of public reporting requirements - There may be no liquid market for the company's common stock, which is quoted on the OTC Pink market and is likely to be highly volatile[235](index=235&type=chunk) - The company's stock is subject to SEC "penny stock" rules, which can reduce trading activity and make it difficult for investors to sell their shares[239](index=239&type=chunk) - Complying with public reporting requirements is costly and a financial burden, especially as the company is not current in its SEC filings[237](index=237&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states "None," indicating there were no unregistered sales of equity securities or use of proceeds to report for the period that were not previously disclosed - The report indicates no unregistered sales of equity securities for the period[242](index=242&type=chunk) [Item 3. Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states "None," indicating the company has not defaulted on any senior securities during the reporting period - The company reports no defaults upon senior securities[242](index=242&type=chunk) [Item 5. Other Information](index=54&type=section&id=Item%205.%20Other%20Information) This section states "None," indicating there is no other information required to be disclosed in this report - The company reports no other information for this item[242](index=242&type=chunk) [Item 6. Exhibits](index=54&type=section&id=Item%206.%20Exhibits) This section lists the documents filed as exhibits to the Quarterly Report, including various agreements and certifications by the CEO and CFO - Exhibits filed with the report include forms of warrants, a PPP loan note, executive employment and chairman agreements, and CEO/CFO certifications[244](index=244&type=chunk)

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) Provides an overview of the company's financial performance and position for the quarter ended March 31, 2020, including detailed statements and explanatory notes [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for the quarter ended March 31, 2020, show revenue growth to $30.4 million, a widened net loss of $22.8 million, increased assets and liabilities, and a $55.6 million stockholders' deficiency, raising going concern considerations despite management's plans [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2020, total assets increased to $209.1 million from $197.0 million at year-end 2019, accompanied by a rise in total liabilities to $209.0 million from $178.4 million, worsening the total stockholders' deficiency to $55.6 million from $37.1 million over the same period, reflecting ongoing net losses Condensed Consolidated Balance Sheet Highlights (unaudited) | Balance Sheet Item | March 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | $7,536,767 | $8,852,281 | | Total current assets | $50,605,328 | $48,160,360 | | Total assets | $209,107,506 | $196,991,291 | | Total current liabilities | $107,458,999 | $87,541,031 | | Total liabilities | $209,037,693 | $178,405,545 | | Total stockholders' deficiency | ($55,583,917) | ($37,067,984) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2020, revenue surged to $30.4 million compared to $6.3 million in the prior-year period, but despite a gross profit increase to $3.7 million, the loss from operations expanded to $20.2 million from $4.9 million, driven by a significant rise in operating expenses, resulting in a net loss of $22.8 million, or ($0.59) per share, a substantial increase from the $8.9 million, or ($0.26) per share, loss in Q1 2019 Condensed Consolidated Statements of Operations (unaudited) | Metric | Three Months Ended March 31, 2020 ($) | Three Months Ended March 31, 2019 ($) | | :--- | :--- | :--- | | Revenue | $30,412,853 | $6,273,963 | | Gross Profit | $3,674,020 | $621,398 | | Loss from Operations | ($20,192,803) | ($4,861,487) | | Net Loss | ($22,776,624) | ($8,934,980) | | Basic and Diluted Net Loss per Share | ($0.59) | ($0.26) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first quarter of 2020, net cash used in operating activities was $10.2 million, a significant increase from $1.2 million in the same period of 2019, reflecting the expanded net loss, with net cash used in investing activities at $2.0 million and net cash provided by financing activities at $11.2 million, resulting in a net decrease in cash of $0.9 million Cash Flow Summary (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2020 ($) | Three Months Ended March 31, 2019 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($10,153,653) | ($1,202,177) | | Net cash used in investing activities | ($2,028,294) | ($438,418) | | Net cash provided by financing activities | $11,246,433 | $1,372,617 | | Net decrease in cash | ($935,514) | ($267,978) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's accounting policies, acquisitions, debt structure, and subsequent events, including the company's assessment of its ability to continue as a going concern despite recurring losses, the acquisition of LiftIgniter in March 2020, significant long-term debt and convertible debentures, and various post-quarter financing activities - The company has a history of recurring losses, with a net loss of **$22.8 million** and cash used in operations of **$10.2 million** for Q1 2020, but management concluded these conditions do not raise substantial doubt about the company's ability to continue as a going concern for one year[30](index=30&type=chunk)[31](index=31&type=chunk)[37](index=37&type=chunk) - On March 9, 2020, the company acquired substantially all assets of Petametrics Inc. (LiftIgniter) for a total consideration of **$815,289**, consisting of cash and restricted stock units, primarily adding developed technology valued at **$917,762**[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Subsequent to March 31, 2020, the company received a PPP loan of **$5.7 million**, raised funds through multiple series of preferred stock, and amended terms on its senior secured notes and delayed draw term note[102](index=102&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - On December 18, 2020, the company increased its authorized common stock from **100 million** to **1 billion** shares, enabling the conversion of various series of preferred stock[132](index=132&type=chunk)[133](index=133&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 384.7% year-over-year revenue growth in Q1 2020 to platform expansion, including the Sports Illustrated media business, with the increased net loss of $22.8 million driven by higher growth-related costs, and the company's working capital deficit increasing to $56.9 million, while management focuses on adding new publishers and strategic acquisitions, supported by approximately $26.5 million in post-quarter debt and equity financing Q1 2020 vs Q1 2019 Results of Operations | Metric | Three Months Ended March 31, 2020 ($) | Three Months Ended March 31, 2019 ($) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $30,412,853 | $6,273,963 | 384.7% | | Gross Profit | $3,674,020 | $621,398 | 491.3% | | Loss from Operations | ($20,192,803) | ($4,861,487) | 315.4% | | Net Loss | ($22,776,624) | ($8,934,980) | 154.9% | Revenue by Product Line (Q1 2020) | Product Line | Revenue ($) | % of Total | | :--- | :--- | :--- | | Advertising | $11,837,984 | 38.9% | | Magazine circulation | $12,537,532 | 41.2% | | Digital subscriptions | $5,537,247 | 18.2% | | Other | $500,090 | 1.6% | | **Total Revenue** | **$30,412,853** | **100.0%** | - The working capital deficit increased from **$39.4 million** at the end of 2019 to **$56.9 million** as of March 31, 2020, highlighting liquidity challenges[140](index=140&type=chunk)[141](index=141&type=chunk) - Subsequent to Q1 2020, the company raised approximately **$20.8 million** from preferred stock issuances and **$5.7 million** from a PPP loan to fund operations[145](index=145&type=chunk)[148](index=148&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a "smaller reporting company" under SEC regulations - The company is not required to provide quantitative and qualitative disclosures about market risk because it is a "smaller reporting company" as defined by the SEC[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were not effective as of March 31, 2020, based on an evaluation of their design and operation, with no material changes to internal control over financial reporting reported during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by this report[170](index=170&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[171](index=171&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Covers legal proceedings, risk factors, unregistered sales of equity, defaults on senior securities, and other required disclosures [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any pending or threatened legal proceedings that would be reasonably expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently subject to any material legal proceedings[173](index=173&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company identifies several significant risks to its business, primarily the material adverse effect of the COVID-19 pandemic on operations, revenue, and earnings, alongside a history of losses, an accumulated deficit of $95.8 million, potential need for more capital, material weaknesses in internal controls, intense market competition, and various operational risks - The COVID-19 pandemic, which began impacting the company in March 2020, has materially and adversely affected business operations, causing a decline in revenue and earnings due to event cancellations and reduced advertising[175](index=175&type=chunk)[176](index=176&type=chunk) - The company has a history of losses, with an accumulated deficit of **$95.8 million** as of March 31, 2020, and may need to raise additional capital to continue operations, especially given the uncertainty of the pandemic's impact[179](index=179&type=chunk)[181](index=181&type=chunk) - Management has identified material weaknesses in internal control over financial reporting, which could lead to material misstatements in financial statements and adversely affect the business and stock price[183](index=183&type=chunk) - The company faces significant cybersecurity risks, including malware, viruses, and hacking attacks, which could compromise data security, damage its reputation, and result in significant costs and litigation[202](index=202&type=chunk)[204](index=204&type=chunk)[211](index=211&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period covered by this report - There were no unregistered sales of equity securities reported for the quarter[225](index=225&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities - There were no defaults upon senior securities[225](index=225&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed in this section - No other information was reported[225](index=225&type=chunk) [Item 6. Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including various agreements such as the Second Amended and Restated Note Purchase Agreement, a sublease agreement, and an asset purchase agreement, as well as officer certifications - Lists various agreements and certifications filed with the Form 10-Q, including debt agreements, leases, and the asset purchase agreement for LiftIgniter[224](index=224&type=chunk)[227](index=227&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value MVEN OTC Markets FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission f ...