Quarterly report pursuant to Section 13 or 15(d)

Description of Business and Basis of Presentation

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Description of Business and Basis of Presentation
3 Months Ended
Mar. 31, 2018
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
Note 1. Description of Business and Basis of Presentation
 
Nature of Business
 
Alliance MMA, Inc. (“Alliance” or the “Company”) is a sports media company combining premier regional mixed martial arts (“MMA”) promotions with event ticketing and fighter management services. Alliance was formed in Delaware in February 2015.
 
During 2017, the Company executed its roll-up strategy and acquired the businesses of additional regional MMA promotions, an MMA ticketing platform, and a fighter management company to form the operations of Alliance. As of March 31, 2018, the Company operates the following businesses:
 
Promotions
 
 
·
CFFC Promotions (“CFFC”);
 
·
Hoosier Fight Club (“HFC”);
 
·
COmbat GAmes MMA (“COGA”);
 
·
Shogun Fights (“Shogun”);
 
·
V3 Fights (“V3”);
 
·
Iron Tiger Fight Series (“IT Fight Series” or “ITFS”);
 
·
Fight Time Promotions (“Fight Time”);
 
·
National Fighting Championships (“NFC”);
 
·
Fight Club Orange County (“FCOC” or “Fight Club OC”); and
 
·
Victory Fighting Championship (“Victory”).
 
Ticketing
 
 
·
CageTix.
 
Sports Management
 
 
·
SuckerPunch Holdings, Inc. (“SuckerPunch”).
 
As an adjunct to the promotion business, Alliance provides video, distribution and archiving through Alliance Sports Media (“ASM”).
 
Change of Management
 
In February 2018, the Company’s Chief Executive Officer resigned his position but remained Chairman of the board and Director through May 1, 2018. The Company terminated the employment of the Company’s President, Robert Haydak, and its Chief Marketing Officer, James Byrne. Robert Mazzeo became the Company’s acting Chief Executive Officer effective February 7, 2018.
 
Liquidity and Going Concern
 
The Company’s primary need for liquidity is to fund the working capital needs of the business, planned capital expenditures, potential acquisitions, and general corporate purposes. The Company has incurred losses and experienced negative operating cash flows since the inception of operations in October 2016.
 
The Company has focused primarily on building out a domestic MMA platform, expanding the existing media library of live MMA events, and developing a professional corporate infrastructure to support long-term goals.
 
In August 2017, the Company completed a capital raise of $1.5 million through the private placement of 1,500,000 units, which consist of one share of common stock and a warrant to purchase one share of common stock for $1.50.
 
In October and November 2017, the Company completed a capital raise of $487,500 through the private placement of 390,000 units, which consist of one share of common stock and a warrant to purchase common stock for $1.75.
 
In January 2018, the Company completed a capital raise of $2,150,000 gross, through the public placement of 2,150,000 units, which consist of one common share and .90 of a warrant to purchase common stock, totaling 1,935,000 warrants. The warrants have a five-year term and an exercise price of $1.10 per share.
 
In February 2018, the underwriter exercised their overallotment option resulting in the sale of an additional 50,000 shares for $50,000 and issuance of an additional 272,500 warrants.
 
Management continually holds discussions with prospective sponsors and is endeavouring to increase sponsorship revenue during 2018. Additionally, management is in discussions with national and regional casinos to promote MMA events that are anticipated to produce better margins through a reduction in event costs.
 
Many challenges are associated with successfully executing our business plan. The Company currently has virtually no cash on hand, has an accumulated deficit of approximately $21.0 million, has consistently experienced quarterly net losses and negative cash flows, and is operating with negative working capital, all indicating there is substantial doubt with respect to our ability to continue as a going concern. As of the date of this report, the Company has insufficient cash to support the business for at least one year from the date of this report. Unless the Company can generate sufficient revenue to cover operating costs, which it has not been able to do, it will need to continue to raise capital by selling shares of common stock or by borrowing funds. Management cannot provide any assurances that the Company will generate sufficient revenue to continue as a going concern or that it will be successful in raising capital on commercially reasonable terms or at all.