10-Q: Collective Audience Inc. Reports First Quarter 2024 Results Amidst Strategic Acquisitions and Nasdaq Compliance Challenges
Quarterly Report
Collective Audience Inc. reports a net loss of $1.2 million for the first quarter of 2024, while navigating recent acquisitions and Nasdaq listing compliance issues.
Summary
- Collective Audience Inc. reported a net loss of $1.21 million for the three months ended March 31, 2024, compared to a net loss of $468,684 for the same period in 2023.
- The company's revenue was $0 for the quarter, down from $12.1 million in the previous year, primarily due to a focus on completing the business combination.
- Operating expenses totaled $1.21 million, a significant increase from $577,856 in the prior year, driven by higher general and administrative costs.
- The company's cash and cash equivalents decreased to $52,123 from $612,183 at the end of 2023.
- The company completed the acquisitions of DSL Digital LLC and BeOp during the period, expanding its marketing platform and technology capabilities.
- The company is facing potential delisting from Nasdaq due to non-compliance with minimum market value and bid price requirements, as well as late filings of its annual and quarterly reports.
- The company is exploring options to regain compliance with Nasdaq listing requirements, including a potential transfer to the Nasdaq Capital Market.
- The company has a working capital deficiency of $1.21 million and is dependent on additional financing to continue operations.
Sentiment
Score: 2
Explanation: The document indicates significant financial distress, operational challenges, and regulatory issues, leading to a very negative sentiment. The company's ability to continue as a going concern is in doubt, and there are multiple red flags for investors.
Positives
- The company completed the acquisitions of DSL Digital LLC and BeOp, which are expected to enhance its marketing platform and technology capabilities.
- The company is actively exploring strategic alliances and partnerships to address liquidity concerns.
Negatives
- The company experienced a significant net loss of $1.21 million for the quarter.
- Revenue was $0 for the quarter, indicating a substantial decline in business activity.
- Operating expenses increased significantly, driven by higher general and administrative costs.
- The company's cash position has deteriorated significantly.
- The company is facing potential delisting from Nasdaq due to non-compliance with listing rules.
- The company has a working capital deficiency of $1.21 million, raising concerns about its ability to continue as a going concern.
Risks
- The company's ability to continue as a going concern is in doubt due to operating losses, negative cash flows, and a working capital deficit.
- The company is facing potential delisting from Nasdaq, which could negatively impact its stock price and ability to raise capital.
- The company is dependent on additional financing, which may not be available on acceptable terms.
- The company is subject to various legal proceedings and claims, which could have a material impact on its financial condition.
- The company has identified material weaknesses in its internal control over financial reporting, which could lead to misstatements in its financial statements.
Future Outlook
The company expects to maintain a lean operating structure in 2024, but may increase marketing spend if resources become available. The company is also dependent on securing additional financing to continue operations and execute its business plan.
Management Comments
- Management believes all costs have been appropriately recorded.
- Management will explore strategic alliances with enterprise investors that have a specific investment focus on digital marketing, advertising technology and lead generation companies.
- Management intends to continue actively monitoring the closing bid price for the Companys common stock between now and October 16, 2024, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.
Industry Context
The company operates in the digital marketing and advertising technology sector, which is experiencing a shift towards digital streaming platforms and fluctuating advertising revenues. The company's acquisitions of DSL Digital and BeOp are aimed at enhancing its competitive position in this dynamic environment.
Comparison to Industry Standards
- The company's revenue of $0 for the quarter is significantly below industry standards for established digital marketing companies, which typically generate substantial revenue from advertising and lead generation services.
- The company's net loss of $1.21 million is concerning, as many competitors in the digital marketing space are profitable or have a clear path to profitability.
- The company's cash position of $52,123 is extremely low compared to industry peers, which typically maintain a healthy cash balance to fund operations and growth initiatives.
- The company's Nasdaq delisting notice is a significant negative, as most publicly traded digital marketing companies maintain compliance with exchange listing requirements.
- Comparatively, companies like The Trade Desk (TTD) and Magnite (MGNI) are established players in the programmatic advertising space with strong revenue growth and profitability, while Collective Audience is struggling to generate revenue and maintain its listing.
Legal Proceedings
- A creditor of Push Interactive, LLC filed a complaint against Push claiming an unpaid principal amount of $48,879.00.
- A former employee of DLQ, Inc. filed an AAA arbitration demand against the Company, Logiq, Inc. and DLQ, Inc. claiming breach of contract and statutory wage payment violations.
Related Party Transactions
- The company entered into a simple promissory note with its Chief Executive Officer, Peter Bordes, for an aggregate principal amount of up to $300,000.
- The company has a related party agreement to pay its Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.
Stakeholder Impact
- Shareholders are at risk of losing their investment due to the company's financial difficulties and potential delisting from Nasdaq.
- Employees may face job insecurity due to the company's uncertain future.
- Customers may experience disruptions in service due to the company's financial challenges.
- Suppliers and creditors may face increased risk of non-payment due to the company's financial distress.
Next Steps
- The company intends to appeal the Nasdaq delisting determination.
- The company is evaluating potential actions to regain compliance with Nasdaq listing requirements.
- The company will continue to explore strategic alliances and partnerships.
- The company will seek additional financing to fund operations.
Key Dates
| Date | Description |
|---|---|
| 2020-01-08 | DLQ acquired substantially all assets of Push Holdings, Inc. |
| 2022-03-31 | DLQ acquired certain customer contractual agreements of Battle Bridge Labs, LLC and Section 2383 LLC. |
| 2022-09-09 | DLQ entered into a merger agreement with Abri SPAC I, Inc. |
| 2023-11-02 | The business combination between Abri SPAC I, Inc. and DLQ was completed, and the company changed its name to Collective Audience, Inc. |
| 2023-12-19 | The company entered into a securities purchase agreement with certain investors. |
| 2024-02-19 | The company entered into a securities purchase agreement with certain investors to issue warrants. |
| 2024-02-29 | The company entered into a binding Letter of Intent to acquire BeOp and an interim license agreement. |
| 2024-03-31 | The company entered into a promissory note with its CEO and a securities purchase agreement for a convertible note. |
| 2024-04-19 | The company received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement. |
| 2024-04-24 | The company received a notification from Nasdaq regarding non-compliance with the filing rule for its annual report. |
| 2024-04-26 | The company entered into an Exercise Price Reset Agreement with investors. |
| 2024-05-23 | The company received a notification from Nasdaq regarding non-compliance with the filing rule for its quarterly report. |
| 2024-06-24 | The company received a delisting notice from Nasdaq. |
| 2024-06-28 | The company acquired DSL Digital LLC. |
| 2024-07-10 | The company filed its Annual Report on Form 10-K. |
| 2024-08-01 | The company completed the acquisition of BeOp. |
| 2024-08-07 | The company filed its Quarterly Report on Form 10-Q. |
Keywords
financial results, acquisitions, Nasdaq delisting, marketing platform, digital advertising, working capital, net loss, revenue, operating expenses, compliance
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