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SEC Filings
SEC Filings (Chronological Order)
| May 11, 2026 |
Table of Contents TABLE OF CONTENTS Page Number PART I - FINANCIAL INFORMATION 4 Item 1. |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): May 11, 2026 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commi |
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| May 11, 2026 |
The Arena Group Reports Q1 2026 Results Monetization Strategy Optimization, Licensing and Commerce Growth, and AI Adoption Efforts Fuel 2026 Momentum NEW YORK – May 11, 2026 – The Arena Group Holdings, Inc. |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA |
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| March 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): March 17, 2026 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| March 17, 2026 |
Exhibit 99.1 Hi I’m Paul Edmondson, I’m the CEO of The Arena Group and today I have this great burger right here. This thing has crispy lettuce, it is a big thick patty, a bun; it’s going to take a giant mouthful to get a bit of this. This is kind of like our earnings. We’re releasing our earnings today; Q4 through 2025 are coming out! Full year revenue increased to $134.8 million in 2025 from $12 |
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| March 17, 2026 |
Exhibit 99.2 |
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| March 16, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA G |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): March 16, 2026 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| March 16, 2026 |
Subsidiaries of the Arena Group Holdings, Inc. Exhibit 21.1 Subsidiaries of the Arena Group Holdings, Inc. Subsidiary Place of Incorporation The Arena Media Brands, LLC Delaware TheStreet, Inc. Delaware The Arena Platform, Inc. Delaware College Spun Media Incorporated New Jersey Athlon Holdings, Inc. Tennessee Athlon Sports Communications, Inc. Tennessee TravelHost, LLC Michigan |
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| March 16, 2026 |
Exhibit 99.1 The Arena Group Reports Q4 and Full Year 2025 Results, Marking First Full Year of Positive Net Income and Major Debt Reduction Revenue Diversification, Commerce Expansion and Disciplined Operations Continue to Fuel Growth and Scale in Face of Industry Volatility NEW YORK – March 16, 2026 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or “Arena”), a brand, da |
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| March 16, 2026 |
Exhibit 4.20 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of all material characteristics of the capital stock of The Arena Group Holdings, Inc., a Delaware corporation (“The Arena Group,” the “Company,” “we,” “us,” or “our”), as set forth in our Amended and Restated Certificate of Incorpo |
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| January 7, 2026 |
The Arena Group Announces Debt Maturity Extensions, Supporting Refinancing Efforts Exhibit 99.1 The Arena Group Announces Debt Maturity Extensions, Supporting Refinancing Efforts New York, NY – January 7, 2026 – The Arena Group Holdings, Inc. (NYSE: AREN) (“The Arena Group” or “the Company”), the brand, data and IP company home to iconic brands such as TheStreet, Parade, Men’s Journal, Athlon Sports, ShopHQ and more, today announced that it has entered into agreements with its l |
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| January 7, 2026 |
AMENDMENT NO. 2 TO LOAN DOCUMENTS Exhibit 10.1 AMENDMENT NO. 2 TO LOAN DOCUMENTS THIS AMENDMENT NO. 2 TO LOAN DOCUMENTS (“Amendment”) is dated as of December 31, 2025 (“Effective Date”), by and between SIMPLIFY INVENTIONS, LLC, a Delaware limited liability company (“Lender”), and THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (“Borrower”), and is acknowledged, agreed and affirmed by each of the undersigned guarantors that |
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| January 7, 2026 |
AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Exhibit 10.2 AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of December 31, 2025, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined below |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): December 31, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): December 17, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| November 19, 2025 |
Exhibit 99.1 Video Transcript: Anyone who works in the publishing industry knows that it is undergoing a lengthy transformation. One that has seen media print-based media companies disappear by the thousands over the last decade, as digital media has gained control. All right, so check this out. One company out there has successfully navigated this transformation and seen its stock soar over 650% |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): November 19, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 13, 2025 |
Exhibit 99.1 The Arena Group Posts Another Profitable Quarter with Net Income of $6.9 million, Up 73% Over Last Year Entrepreneurial Publishing Model Demonstrates Success as The Arena Group Expands Data, IP and E-Commerce Efforts NEW YORK – November 13, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or “Arena”), a brand, data and IP company, home to many of the nati |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): November 13, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE |
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| October 17, 2025 |
Exhibit 99.2 The Arena Group Acquires ShopHQ, Expanding into Data Syndication, E-Commerce and Social Selling New York, NY – October 17, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or the “Company”), has acquired the intellectual property of ShopHQ from IV Media, LLC. The Arena Group plans to build on the legacy of the 35-year-old brand with a primary focus on E-C |
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| October 17, 2025 |
Exhibit 99.1 The Arena Group Acquires the Digital Assets of Lindy’s Sports, Adding Depth to Sports & Leisure Vertical New York, NY – October 14, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or the “Company”), announced today its acquisition of the digital assets of Lindy’s Sports, the historic sports publication founded in 1982. The move marks an expansion of The |
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| October 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): October 14, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (C |
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| September 11, 2025 |
Exhibit 99.1 |
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| September 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): September 11, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| August 15, 2025 |
Exhibit 99.1 00:00:05:19 - 00:00:08:09 Paul Edmondson Hi, I’m Paul Edmondson, CEO of Arena Group. 00:00:08:15 - 00:00:09:17 Paul Edmondson Thank you so much for tuning in 00:00:10:01 - 00:00:18:19 Paul Edmondson to our Q2 earnings call. We’re very proud to report that we had record revenue in Q2, a 67% increase over Q2 of last year and we posted a record profit. 00:00:20:12 - 00:00:26:01 Paul Edmo |
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| August 15, 2025 |
Exhibit 99.2 |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): August 14, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2025 |
Exhibit 99.1 The Arena Group Posts 67% Revenue Growth with Record Profits Continued Success Demonstrated Through Launch of New Publications, Revenue Diversification and Growth of Flagship Brands NEW YORK – August 14th, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a technology platform and media company home to many of the nation’s most recognizable media brands, including |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): August 14, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): July 11, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Comm |
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| July 15, 2025 |
Letter of KPMG LLP dated July 14, 2025. Exhibit 16.1 July 14, 2025 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for The Arena Group Holdings, Inc. and, under the date of April 15, 2025, we reported on the consolidated financial statements of The Arena Group Holdings, Inc. as of and for the year ended December 31, 2024. On July 11, 2025, we were dismissed. We hav |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): June 3, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commi |
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| June 6, 2025 |
The Arena Group Regains Compliance with NYSE American Continued Listing Standards Exhibit 99.1 The Arena Group Regains Compliance with NYSE American Continued Listing Standards New York – June 5, 2025 – As of June 4, 2025, The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or the “Company”), a technology platform and media company home to brands including TheStreet, Parade, Men’s Journal, and Athlon Sports, received formal notification from NYSE American th |
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| May 16, 2025 |
Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is effective as of May 12, 2025 (“Effective Date”), by and among SIMPLIFY INVENTIONS, LLC, a Delaware limited liability company whose address is 38955 Hills Tech Drive, Farmington Hills, Michigan 48331 (“Seller”), TRAVELHOST LLC, a Michigan limited liability company whose address is 38955 |
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| May 16, 2025 |
Slides referenced in video presentation by Paul Edmonson, Chief Executive Officer of the Company. Exhibit 99.5 |
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| May 16, 2025 |
Transcript of video presentation regarding financial results for the quarter ended March 31, 2025. Exhibit 99.6 |
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| May 16, 2025 |
Exhibit 99.4 |
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| May 16, 2025 |
Transcript of comments in video presentation regarding TravelHost acquisition. Exhibit 99.1 |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): May 12, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commi |
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| May 16, 2025 |
Exhibit 99.3 Arena Group Posts Third Consecutive Profitable Quarter in Q1 2025 with $4.0 Million in Net Income Expansion of Brand-Building Activities and Competitive Publishing Model Fuel Positive Results Across Media Brands Management Posts Video Reviewing Quarterly Performance and Strategic Initiatives NEW YORK – May 15th, 2025 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a |
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| May 16, 2025 |
Exhibit 99.7 |
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| May 16, 2025 |
Slides referenced in video presentation regarding TravelHost acquisition. Exhibit 99.2 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDINGS, |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): April 28, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction (Commission (I.R.S. Em |
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| April 29, 2025 |
The Arena Group Announces Settlement of the litigation with Authentic Brands Group and Board Changes Exhibit 99.1 FOR IMMEDIATE RELEASE The Arena Group Announces Settlement of the litigation with Authentic Brands Group and Board Changes New York, NY – [April 29, 2025] – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a technology platform and media company home to hundreds of media brands, including TheStreet, Parade Media (“Parade”), Men’s Journal, Surfer, Powder and Athlon Sport |
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| April 18, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): April 15, 2025 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction (Commission (I.R.S. Em |
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| April 18, 2025 |
Exhibit 99.2 Paul Edmondson Hi, I’m Paul. I’m the CEO of The Arena Group today we have Manoj with us. Okay. Manoj. We went out and we’re trying to do things a little bit differently. We don’t want to just tell the world what a great company we are. We want to show that we’re doing things a bit differently. And so we went out and on X and on LinkedIn and we asked for some questions. And these were |
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| April 18, 2025 |
Presentation included as part of @_sportsball Instagram post made on April 15, 2025. Exhibit 99.5 |
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| April 18, 2025 |
Slides referenced in video presentation by Paul Edmonson, Chief Executive Officer of the Company. Exhibit 99.3 |
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| April 18, 2025 |
Exhibit 99.6 |
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| April 18, 2025 |
Exhibit 99.1 The Arena Group Delivers Second Consecutive Profitable Quarter; Generates $7.2 Million in Income from Continuing Operations for Fourth Quarter of 2024 Athlon Sports’ Momentum Provides Blueprint for Scalable, Profitable Growth for Media Brands Management Posts Video Reviewing Quarterly Results and Strategy NEW YORK (BUSINESS WIRE) – The Arena Group Holdings, Inc. (NYSE American: AREN) |
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| April 18, 2025 |
Exhibit 99.4 Today we’re doing a business case study on Arena Group, a publicly traded media company that just released its 2024 earnings. The company operates online magazines in different spaces from pop culture to finance but today we’re focusing just on their sports content brand Athlon. Like most content websites a lot of Athlon’s money is made from advertising you see in print news. This com |
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| April 15, 2025 |
Subsidiaries of the Arena Group Holdings, Inc. Exhibit 21.1 Subsidiaries of the Arena Group Holdings, Inc. Subsidiary Place of Incorporation The Arena Media Brands, LLC Delaware TheStreet, Inc. Delaware The Arena Platform, Inc. Delaware College Spun Media Incorporated New Jersey Athlon Holdings, Inc. Tennessee Athlon Sports Communications, Inc. Tennessee |
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| April 15, 2025 |
Exhibit 4.20 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of all material characteristics of the capital stock of The Arena Group Holdings, Inc., a Delaware corporation (“The Arena Group,” the “Company,” “we,” “us,” or “our”), as set forth in our Amended and Restated Certificate of Incorpo |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA GROUP HOLDINGS, INC |
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| April 15, 2025 |
Exhibit 19.1 |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-12471 CUSIP NUMBER 040044 109 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 The Arena Group Holdings, Inc. |
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| February 19, 2025 |
Exhibit 10.1 Certain information has been excluded from this agreement (indicated by “[***]”) because the Company has determined that such information (i) is not material and (ii) constitutes personal information. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2021 (“Effective Date”) between TheMaven, Inc., a Delaware |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 The Arena Group Holdings, Inc. |
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| January 17, 2025 |
Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF THE ARENA GROUP HOLDINGS, INC. (a Delaware corporation) TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place Of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 2 2.5 Notice Of Stockholders’ Meetings 11 2.6 Quorum 11 2.7 Adjourne |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 The Arena Group Holdings, Inc. |
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| December 27, 2024 |
EXHIBIT M JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below. |
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| December 27, 2024 |
EXHIBIT L EXECUTION VERSION STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made effective as of December 20, 2024, by and between MBX Capital AREN LLC, a Michigan limited liability company (“Purchaser”), and Simplify Inventions, LLC, a Delaware limited liability company (“Seller”). |
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| December 26, 2024 |
The Arena Group Receives Notice Accepting Plan to Regain Compliance with Continued Listing Standards Exhibit 99.1 The Arena Group Receives Notice Accepting Plan to Regain Compliance with Continued Listing Standards NEW YORK – December 26, 2024 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena”), a technology platform and media company home to hundreds of media brands, including TheStreet, Parade Media (“Parade”), Men’s Journal, Surfer, Powder and Athlon Sports, was notified by NYSE A |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): December 20, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| December 16, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 The Arena Group Holdings, Inc. |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDIN |
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| November 14, 2024 |
Exhibit 99.1 The Arena Group Generates $4.0 Million in Net Income for Third Quarter of 2024; First Ever Profitable Quarter Company reduces quarterly operating expenses by 51% vs. the same quarter prior year, drives $13.6 million positive swing in quarterly income from continuing operations, demonstrating transformation plan’s rapid effectiveness NEW YORK – November 14, 2024 – The Arena Group Holdi |
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| November 14, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): November 14, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| October 8, 2024 |
The Arena Group Receives Continued Listing Standard Notice from NYSE Exhibit 99.1 The Arena Group Receives Continued Listing Standard Notice from NYSE NEW YORK – October 8, 2024 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“Arena” or the “Company”), a technology platform and media company home to more than 265 brands, today announced that it received a notification (“Letter”) on October 2, 2024 from the NYSE American informing the Company that it is not |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): October 2, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| August 23, 2024 |
Exhibit 10.3 THE ARENA GROUP HOLDINGS, INC. AND SIMPLIFY INVENTIONS, LLC COMMON STOCK PURCHASE AGREEMENT AUGUST 19, 2024 THE ARENA GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is made as of August 19, 2024 by and between THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and SIMPLIFY INVENTIONS, LLC, a Delaware li |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): August 19, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| August 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO LOAN DOCUMENTS THIS AMENDMENT NO. 1 TO LOAN DOCUMENTS (“Amendment”) is dated as of August 19, 2024 (“Effective Date”), by and between SIMPLIFY INVENTIONS, LLC, a Delaware limited liability company (“Lender”), and THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (“Borrower”), and is acknowledged, agreed and affirmed by each of the undersigned guarantors that ar |
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| August 23, 2024 |
Exhibit 99.1 The Arena Group Reports 2024 Second Quarter Financial Results Company Highlights Success of Recent Restructurings, Majority Shareholder Significantly Increases Financial Commitment for Future Growth NEW YORK – August 19, 2024 – The Arena Group Holdings, Inc. (NYSE American: AREN), today provided an operational update and reported financial results for the three months ended June 30, 2 |
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| August 23, 2024 |
Exhibit 10.2 Amended and restated promissory Note $50,000,000.00 August 19, 2024 1. Promise to Pay. FOR VALUE RECEIVED, THE ARENA GROUP HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay SIMPLIFY INVENTIONS, LLC, a Delaware limited liability company (the “Lender”), the principal amount of FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00), together with interest thereon |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDINGS, I |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-12471 CUSIP NUMBER 040044 109 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| August 12, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 6, 2024 (“Effective Date”) between The Arena Group Holdings, Inc a Delaware corporation (the “Company”) and Geoffrey Wait an individual (the “Executive”). RECITALS WHEREAS, the Company and the Executive have determined that the terms and conditions of this Agreem |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): August 2, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): August 2, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| August 12, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 6, 2024 (“Effective Date”) between The Arena Group Holdings, Inc a Delaware corporation (the “Company”) and Geoffrey Wait an individual (the “Executive”). RECITALS WHEREAS, the Company and the Executive have determined that the terms and conditions of this Agreem |
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| July 17, 2024 |
Letter of Marcum LLP dated July 17, 2024. Exhibit 16.1 July 17, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by The Arena Group Holdings, Inc. under Item 4.01 of its Form 8-K dated July 17, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of The Arena Group Holdings, |
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| July 17, 2024 |
Exhibit 10.1 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of July 12, 2024, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined below), e |
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| July 17, 2024 |
Letter of Marcum LLP dated July 17, 2024. Exhibit 16.1 July 17, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by The Arena Group Holdings, Inc. under Item 4.01 of its Form 8-K dated July 17, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of The Arena Group Holdings, |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): July 11, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| July 17, 2024 |
Exhibit 10.2 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of July 12, 2024, by and among The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michigan limited liability comp |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): July 11, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| July 17, 2024 |
Exhibit 10.1 AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of July 12, 2024, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined below), e |
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| July 17, 2024 |
Exhibit 10.2 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of July 12, 2024, by and among The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michigan limited liability comp |
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| May 17, 2024 |
Exhibit 10.9 |
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| May 17, 2024 |
Exhibit 10.10 |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDINGS, |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): May 9, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commi |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): May 9, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Commi |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-12471 CUSIP NUMBER 040044 109 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): April 19, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| April 25, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of April 19, 2024 (“Effective Date”) between The Arena Group Holdings, Inc a Delaware corporation (the “Company”) and Sara Stern an individual (the “Executive”). RECITALS WHEREAS, the Company and the Executive have determined that the terms and conditions of this Agreement |
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| April 25, 2024 |
Exhibit 99.2 Media Contact: Steve Janisse 404-574-9206 [email protected] SURFER Announces New Editor-in-Chief, Special Edition Print Magazine SURFER Return this Summer with a Splash and Plans for the Future NEW YORK – April 23, 2024 - The Arena Group announces the return of SURFER with a special print edition due out this summer. First published in 1960, this marks the revival of p |
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| April 25, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into as of April 19, 2024 (“Effective Date”) between The Arena Group Holdings, Inc a Delaware corporation (the “Company”) and Sara Stern an individual (the “Executive”). RECITALS WHEREAS, the Company and the Executive have determined that the terms and conditions of this Agreement |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): April 19, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| April 25, 2024 |
Exhibit 99.1 Investor Relations Contact Rob Fink FNK IR [email protected] 646.809.4048 Simplify Inventions, LLC Contact: Steve Janisse 404-574-9206 [email protected] The Arena Group Appoints Sara Silverstein as Chief Executive Officer Proven Leader, Promoted from General Manager of Finance Arena NEW YORK – April 22, 2024 - On April 19, 2024, the Board of Directors of The Arena Group H |
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| April 25, 2024 |
Exhibit 99.2 Media Contact: Steve Janisse 404-574-9206 [email protected] SURFER Announces New Editor-in-Chief, Special Edition Print Magazine SURFER Return this Summer with a Splash and Plans for the Future NEW YORK – April 23, 2024 - The Arena Group announces the return of SURFER with a special print edition due out this summer. First published in 1960, this marks the revival of p |
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| April 25, 2024 |
Exhibit 99.1 Investor Relations Contact Rob Fink FNK IR [email protected] 646.809.4048 Simplify Inventions, LLC Contact: Steve Janisse 404-574-9206 [email protected] The Arena Group Appoints Sara Silverstein as Chief Executive Officer Proven Leader, Promoted from General Manager of Finance Arena NEW YORK – April 22, 2024 - On April 19, 2024, the Board of Directors of The Arena Group H |
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| April 1, 2024 |
Exhibit 10.91 |
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| April 1, 2024 |
Clawback Policy of Arena Group Holdings, Inc. Exhibit 97.1 THE ARENA GROUP HOLDINGS, INC. COMPENSATION RECOVERY POLICY (Adopted November 9, 2023) The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from materi |
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| April 1, 2024 |
Exhibit 4.20 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of all material characteristics of the capital stock of The Arena Group Holdings, Inc., a Delaware corporation (“The Arena Group,” the “Company,” “we,” “us,” or “our”), as set forth in our Amended and Restated Certificate of Incorpo |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA GROUP HOLDINGS, INC |
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| April 1, 2024 |
Subsidiaries of the Arena Group Holdings, Inc. Exhibit 21.1 Subsidiaries of the Arena Group Holdings, Inc. Subsidiary Place of Incorporation The Arena Media Brands, LLC Delaware TheStreet, Inc. Delaware The Arena Platform, Inc. Delaware College Spun Media Incorporated New Jersey Athlon Holdings, Inc. Tennessee Athlon Sports Communications, Inc. Tennessee |
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| March 20, 2024 |
Exhibit 10.3 |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): March 13, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): March 13, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| March 20, 2024 |
Exhibit 10.4 |
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| March 20, 2024 |
Exhibit 10.1 |
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| March 20, 2024 |
Exhibit 10.2 |
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| March 20, 2024 |
Exhibit 10.2 |
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| March 20, 2024 |
Exhibit 10.4 |
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| March 20, 2024 |
Exhibit 10.3 |
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| March 20, 2024 |
Exhibit 10.1 |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): February 23, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| February 16, 2024 |
AREN / The Arena Group Holdings, Inc. / Simplify Inventions, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUSIP Number) Manoj Bhargava 38955 Hills Tech Drive, Farmington Hills, MI 48331 248-960-1700 (Name, Address |
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| February 15, 2024 |
Manoj Bhargava Invests $12 Million More in The Arena Group Filed by The Arena Group Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: The Arena Group Holdings, Inc. Commission File No. 001-12471 Manoj Bhargava Invests $12 Million More in The Arena Group February 14, 2024 “The news of our demise is a little early. We’re not going anywhere.” – |
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| February 14, 2024 |
Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify. Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 14, 2024, by and between The Arena Group Holdings, Inc., a Delaware corporation, (the “Company”) and Simplify Inventions, LLC, a Delaware limited liability company (the “Investor”). WHEREAS, the Company is seeking a commitment from the Investor to purchase 5,555,555 shares of |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): February 9, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| February 14, 2024 |
SC 13G/A 1 p24-0755sc13ga.htm THE ARENA GROUP HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 040044109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of thi |
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| February 14, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 14, 2024, by and between The Arena Group Holdings, Inc., a Delaware corporation, (the “Company”) and Simplify Inventions, LLC, a Delaware limited liability company (the “Investor”). WHEREAS, the Company is seeking a commitment from the Investor to purchase 5,555,555 shares of |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): February 9, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| February 14, 2024 |
AREN / The Arena Group Holdings, Inc. / 180 DEGREE CAPITAL CORP. /NY/ - SC 13G/A Passive Investment SC 13G/A 1 aren-13gx2x14x24.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 2)* ARENA GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 040044109 (CUSIP Number) |
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| January 25, 2024 |
AREN / The Arena Group Holdings, Inc. / Heckman James Charles Jr - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* THE ARENA GROUP HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUSIP Number) Roundtable Media, Inc. Attn: James C. Heckman 4300 University Way NE, Suite C Seattle, WA 98105 (267) 329-9366 Warlo |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): January 19, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| January 25, 2024 |
EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common stock, par value $0.01, of The Arena Group Holdings, |
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| January 25, 2024 |
Ross Levinsohn Resignation Email, dated January 19, 2024. Exhibit 17.1 The Board Of Directors The Arena Group 200 Vesey Street New York, NY 10281 To The Arena Group and the Board of Directors thereof: Effective immediately, I am resigning my position as a board member of The Arena Group. The abhorrent actions of this board over the past six weeks leave me no choice but to resign, despite the years of my life I have put into this company and my fear that |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): January 19, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| January 25, 2024 |
Ross Levinsohn Resignation Email, dated January 19, 2024. Exhibit 17.1 The Board Of Directors The Arena Group 200 Vesey Street New York, NY 10281 To The Arena Group and the Board of Directors thereof: Effective immediately, I am resigning my position as a board member of The Arena Group. The abhorrent actions of this board over the past six weeks leave me no choice but to resign, despite the years of my life I have put into this company and my fear that |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): January 18, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): January 18, 2024 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): December 29, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| January 5, 2024 |
Exhibit 10.4 |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): December 11, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): December 11, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| December 13, 2023 |
AREN / Arena Group Holdings Inc (The) / Simplify Inventions, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUSIP Number) Manoj Bhargava 38955 Hills Tech Drive, Farmington Hills, MI 48331 248-960-1700 (Name, Address |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): December 5, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| December 7, 2023 |
AREN / Arena Group Holdings Inc (The) / Simplify Inventions, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUSIP Number) Manoj Bhargava 38955 Hills Tech Drive, Farmington Hills, MI 48331 248-960-1700 (Name, Address and Telephone Number of Per |
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| December 7, 2023 |
Exhibit C EXECUTION VERSION STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 1, 2023, by and among Simplify Inventions, LLC, a Delaware limited liability company (the “Purchaser”), the Persons set forth on the signature pages hereto under the heading “Seller” (each, a “Seller” and, collectively, the “Sellers” or the “Seller Parties”), and the Company (as defined below) and each of the undersigned Note Parties (as defined in the Debt Sale Documents referred to below), in each case, for purposes of Section 4 (Waiver and Release of Company and its Affiliates). |
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| December 7, 2023 |
Joint Filing Agreement among the Reporting Persons, dated December 7, 2023 EX-1 2 ex-a.htm EXHIBIT A JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth b |
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| December 7, 2023 |
Exhibit B EXECUTION VERSION STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 1, 2023, by and among Simplify Inventions, LLC, a Delaware limited liability company (the “Purchaser”), the Persons set forth on the signature pages hereto under the heading “Seller” (each, a “Seller” and, collectively, the “Sellers” or the “Seller Parties”), and the Company (as defined below) and each of the undersigned Note Parties (as defined in the Debt Sale Documents referred to below), in each case, for purposes of Section 4 (Waiver and Release of Company and its Affiliates). |
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| December 7, 2023 |
EX-1 5 ex-d.htm Exhibit D EXECUTION VERSION VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 1, 2023, is entered into by and between The Arena Group Holdings, Inc., a Delaware corporation (the “Company”), and Simplify Inventions, LLC, a Delaware limited liability company (“Stockholder”). All terms used but not otherwise defined in this Agreeme |
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| December 5, 2023 |
Exhibit 10.3 WAIVER OF LIQUIDATED DAMAGES AND RELEASE OF CLAIMS This Waiver of Liquidated Damages and Release of Claims (this “Waiver”) is made and is effective as of December 1, 2023, by and among The Arena Group Holdings, Inc. (the “Company”), B. Riley Principal Investments, LLC (the “Holders”) and Simplify Inventions, LLC (the “Purchaser”). WHEREAS, the Company and the Holder are parties to cer |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): November 29, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| December 5, 2023 |
Exhibit 10.2 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment No. 2”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined |
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| December 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): November 29, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| December 5, 2023 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michiga |
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| December 5, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michigan limited liability c |
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| December 5, 2023 |
Exhibit 10.2 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment No. 2”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined |
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| December 5, 2023 |
Exhibit 10.3 WAIVER OF LIQUIDATED DAMAGES AND RELEASE OF CLAIMS This Waiver of Liquidated Damages and Release of Claims (this “Waiver”) is made and is effective as of December 1, 2023, by and among The Arena Group Holdings, Inc. (the “Company”), B. Riley Principal Investments, LLC (the “Holders”) and Simplify Inventions, LLC (the “Purchaser”). WHEREAS, the Company and the Holder are parties to cer |
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| December 4, 2023 |
Securities Purchase and Assignment Agreement, dated as of November 30,2023 EX-99.7 3 ea189323ex99-7arena.htm SECURITIES PURCHASE AND ASSIGNMENT AGREEMENT, DATED AS OF NOVEMBER 30, 2023 Exhibit 7 EXECUTION VERSION SECURITIES PURCHASE AND ASSIGNMENT AGREEMENT This SECURITIES Purchase and Assignment Agreement (this “Agreement”) is entered into and is effective as of November 30, 2023 (the “Effective Date”), by and among (x) BRF FINANCE CO., LLC, a Delaware limited liability |
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| December 4, 2023 |
Stock Purchase Agreement, dated as of November 30,2023 EX-99.6 2 ea189323ex99-6arena.htm STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 30, 2023 Exhibit 6 EXECUTION VERSION STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2023, by and among Simplify Inventions, LLC, a Delaware limited liability company (the “Purchaser”), the Persons set forth on the signature pages hereto under the heading “Seller” (e |
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| December 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CU |
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| November 14, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): November 14, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| November 14, 2023 |
Exhibit 10.8 |
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| November 14, 2023 |
Exhibit 10.4 |
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| November 14, 2023 |
Exhibit 4.1 |
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| November 14, 2023 |
Exhibit 99.1 The Arena Group Reports Third Quarter 2023 Financial Results; Advances Bridge Media Acquisition Results Showcase 21% Growth in Digital Revenue, a 32% Narrowing of Net Loss and 86% Improvement in Adjusted EBITDA Signs Definitive Agreement with Bridge Media Networks, Strengthening Balance Sheet and Greatly Expanding Video, OTT, and CTV Initiatives NEW YORK – November 14, 2023 – The Aren |
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| November 14, 2023 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKEDBY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELYCAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SIDE LETTER TO LICENSING AGREEMENT THIS SIDE LETTER TO THE LICENSING AGREEMENT (this “September 1st Letter”) is effective as of September 1, 2023 (the “Effective Date”), and is entered into by |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDIN |
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| November 14, 2023 |
Exhibit 10.1 |
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| November 14, 2023 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 14, 2023, is entered into by and between The Arena Group Holdings, Inc., a Delaware corporation (the “Company”) and [●], a [●] (“Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Binding LOI (as d |
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| November 14, 2023 |
Exhibit 10.3 |
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| November 14, 2023 |
Filed by The Arena Group Holdings, Inc. Filed by The Arena Group Holdings, Inc. Commission File No.: 001-12471 Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: The Arena Group Holdings, Inc. Commission File No.: 001-12471 On November 14, 2023, The Arena Group Holdings, Inc. (“Arena”) issued a press release re |
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| November 14, 2023 |
Exhibit 10.6 |
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| November 14, 2023 |
Exhibit 10.7 |
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| November 14, 2023 |
Exhibit 10.5 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Executive Employment Agreement (“Amendment”) is hereby entered into by and between Robertson Barrett (“Executive”) and The Arena Group Holdings, Inc. (“Company”). This First Amendment amends the Executive Employment Agreement between Executive and Company (the “Agreement”). The Effective Date of this Amendment s |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-12471 CUSIP Number: 040044 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 7, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of November 5, 2023, by and among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC, and Energy Merger Sub II, LLC TABLE OF CONTENTS Page Article 1 Definitions 3 Section 1.01 Definitions 3 Section 1.02 Other Definitional and Interpretative Provisions 14 Article 2 |
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| November 7, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of November 5, 2023, by and among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC, and Energy Merger Sub II, LLC TABLE OF CONTENTS Page Article 1 Definitions 3 Section 1.01 Definitions 3 Section 1.02 Other Definitional and Interpretative Provisions 14 Article 2 |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): November 2, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): November 2, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) ( |
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| November 7, 2023 |
The Arena Group Signs Definitive Agreement to Combine with Bridge Media Networks Exhibit 99.1 FOR IMMEDIATE RELEASE November 6, 2023 [email protected] The Arena Group Signs Definitive Agreement to Combine with Bridge Media Networks NEW YORK—(BUSINESS WIRE)—The Arena Group Holdings, Inc. (NYSE American: AREN) (“we,” “us,” “our,” the “Company” or “The Arena Group”), a technology platform and media company home to more than 265 brands, including Sports Illustrated |
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| November 7, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 5, 2023, by and between New Arena Holdco, Inc., a Delaware corporation (to be renamed “Arena Group Holdings, Inc.” following the transactions contemplated by the Transaction Agreement (as defined below)) (“Newco”), and 5-Hour International Corporation Pte. Ltd., a company org |
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| November 7, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 5, 2023, by and between New Arena Holdco, Inc., a Delaware corporation (to be renamed “Arena Group Holdings, Inc.” following the transactions contemplated by the Transaction Agreement (as defined below)) (“Newco”), and The Hans Foundation USA, a Delaware nonprofit nonstock co |
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| November 7, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 5, 2023, by and between New Arena Holdco, Inc., a Delaware corporation (to be renamed “Arena Group Holdings, Inc.” following the transactions contemplated by the Transaction Agreement (as defined below)) (“Newco”), and 5-Hour International Corporation Pte. Ltd., a company org |
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| November 7, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 5, 2023, by and between New Arena Holdco, Inc., a Delaware corporation (to be renamed “Arena Group Holdings, Inc.” following the transactions contemplated by the Transaction Agreement (as defined below)) (“Newco”), and The Hans Foundation USA, a Delaware nonprofit nonstock co |
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| November 7, 2023 |
The Arena Group Signs Definitive Agreement to Combine with Bridge Media Networks Exhibit 99.1 FOR IMMEDIATE RELEASE November 6, 2023 [email protected] The Arena Group Signs Definitive Agreement to Combine with Bridge Media Networks NEW YORK—(BUSINESS WIRE)—The Arena Group Holdings, Inc. (NYSE American: AREN) (“we,” “us,” “our,” the “Company” or “The Arena Group”), a technology platform and media company home to more than 265 brands, including Sports Illustrated |
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| September 14, 2023 |
Investor Presentation, dated as of September 14, 2023. Exhibit 99.1 |
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| September 14, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): September 14, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): August 31, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (C |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): August 14, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (C |
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| August 16, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CU |
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| August 14, 2023 |
Exhibit 99.2 The Arena Group Signs Binding LOI to Combine with Bridge Media Networks, Creating Diversified Media Leader Combination To Expand Video Capabilities Across OTT, CTV, FAST Channels, and OTA As Well As Significant Advertising and Capital Commitments Company will Extend and Amend Long-Term Debt, Strengthening Balance Sheet Simplify Inventions to Invest $50 Million in Cash, Contribute its |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): August 14, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (C |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDINGS, I |
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| August 14, 2023 |
Exhibit 99.1 The Arena Group Reports Second Quarter 2023 Financial Results; Announces Strategic Expansion and a Three-Year Extension of its Debt Facility Company Delivers Top-Line Revenue Growth and Improvements in Profitability and Key Operating Metrics Announces Strategic Agreement with Bridge Media Networks to Greatly Expand Video, OTT, and CTV Initiatives, plus a Capital Infusion and Advertisi |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-12471 CUSIP Number: 040044 109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): June 27, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| June 27, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUS |
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| June 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) The Arena Group Holdings, Inc. |
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| June 12, 2023 |
As filed with the Securities and Exchange Commission on June 12, 2023 As filed with the Securities and Exchange Commission on June 12, 2023 Registration No. |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): June 5, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Comm |
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| June 2, 2023 |
Exhibit 10.1 THE ARENA GROUP HOLDINGS, INC. AMENDED AND RESTATED 2022 STOCK AND INCENTIVE COMPENSATION PLAN 1. Purpose of the Plan. The purpose of this Plan is to enhance shareholder value by linking the compensation of officers, directors, key employees and consultants of the Company to increases in the price of The Arena Group Holdings, Inc. common stock and the achievement of other performance |
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| June 2, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ARENA GROUP HOLDINGS, INC. The Arena Group Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The Corporation’s Amended and Restated Certificate of Inco |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) delaware 001-12471 68-0232575 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): May 24, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Comm |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12471 THE ARENA GROUP HOLDINGS, |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): May 10, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Comm |
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| May 10, 2023 |
Exhibit 99.1 The Arena Group Reports First Quarter 2023 Financial Results Company Delivers Top-Line Revenue and Digital Ad Growth, Topping Analyst Expectations Company Maintains 2023 Full-Year Guidance NEW YORK – May 10, 2023 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“we,” “us,” “our,” the “Company” or “The Arena Group”), a technology platform and media company home to more than 265 |
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| May 4, 2023 |
The Arena Group Holdings, Inc. 517,710 Shares of Common Stock Filed pursuant to Rule 424(b)(3) File No. 333-271240 PROSPECTUS The Arena Group Holdings, Inc. 517,710 Shares of Common Stock The selling stockholders identified in this prospectus (collectively, the “Selling Stockholders”) may offer and resell up to 517,710 shares of our common stock under this prospectus consisting of: (i) 48,212 shares of common stock acquired from us pursuant to certain securi |
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| May 3, 2023 |
EX-1 2 ea177908ex99-1arenagroup.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing |
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| May 3, 2023 |
AREN / Arena Group Holdings Inc (The) / Warlock Partners LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arena Group Holdings, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 040044109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| May 1, 2023 |
THE ARENA GROUP HOLDINGS, INC. 200 Vesey Street, 24th Floor New York, New York 10281 May 1, 2023 CORRESP 1 filename1.htm THE ARENA GROUP HOLDINGS, INC. 200 Vesey Street, 24th Floor New York, New York 10281 May 1, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Attention: Office of Technology Re: The Arena Group Holdings, Inc. Registration Statement on Form S-3 Filed April 13, 2023 File No. 333-2 |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA GROUP HOLDINGS, INC |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 17, 2023 |
United States securities and exchange commission logo April 17, 2023 Ross Levinsohn Chief Executive Officer Arena Group Holdings, Inc. |
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| April 13, 2023 |
Exhibit 107.1 Calculation of Fee Filing Tables Form S-3 (Form Type) The Arena Group Holdings, Inc. (Exact name of Registration as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of R |
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| April 13, 2023 |
As filed with the Securities and Exchange Commission on April 13, 2023 As filed with the Securities and Exchange Commission on April 13, 2023 Registration No. |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): April 3, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-12471 THE ARENA GROUP HOLDINGS, INC |
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| March 31, 2023 |
Exhibit 10.1 THE ARENA GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 31, 2023, between The Arena Group Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the signature page hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions s |
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| March 31, 2023 |
Subsidiaries of the Arena Group Holdings, Inc. Exhibit 21.1 Subsidiaries of the Arena Group Holdings, Inc. Subsidiary Place of Incorporation The Arena Media Brands, LLC Delaware TheStreet, Inc. Delaware The Arena Platform, Inc. Delaware College Spun Media Incorporated New Jersey Athlon Holdings, Inc. Tennessee Athlon Sports Communications, Inc. Tennessee |
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| March 31, 2023 |
THE ARENA GROUP HOLDINGS, INC. 2,963,918 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-268487 PROSPECTUS SUPPLEMENT (To the Prospectus Dated December 1, 2022) THE ARENA GROUP HOLDINGS, INC. 2,963,918 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering directly 2,963,918 shares of our common stock to certain investors. Our common stock is listed on the NYSE American under |
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| March 31, 2023 |
THE ARENA GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT Exhibit 5 THE ARENA GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between The Arena Group Holdings, Inc., a Delaware corporation (the “Company”), and the purchaser listed on the signature page hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): March 31, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| March 31, 2023 |
EX-10.73 3 ex10-73.htm Exhibit 10.73 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED AMENDMENT NO. 5 TO LICENSING AGREEMENT THIS AMENDMENT NO. 5 TO THE LICENSING AGREEMENT (this “Amendment No. 5”) is effective as of September 16, 2022, and is entered |
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| March 31, 2023 |
Exhibit 4.19 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following is a summary of all material characteristics of the capital stock of The Arena Group Holdings, Inc., a Delaware corporation (“The Arena Group,” the “Company,” “we,” “us,” or “our”), as set forth in our Amended and Restated Certificate of Incorpo |
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| March 31, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUS |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): March 22, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| March 16, 2023 |
Exhibit 99.1 The Arena Group Reports Full Year 2022 Revenue of $221 Million Driven by a Nearly 74% Year Over Year Increase in Digital Advertising Revenue Results Showcase a $28 Million Improvement in Operating Income for Full Year 2022 NEW YORK – March 16, 2023 – The Arena Group Holdings, Inc. (NYSE American: AREN) (the “Company” or “The Arena Group”), a tech-powered media company home to more tha |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: (Date of Earliest Event Reported): March 16, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 001-12471 68-0232575 (State or other jurisdiction of incorporation) (Co |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-12471 CUSIP NUMBER: 040044 109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Tran |
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| February 16, 2023 |
AREN / The Arena Group Holdings, Inc. Common Stock / 272 Capital LP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 040044109 (CUSIP Number) December 31, 2022** (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| February 15, 2023 |
AREN / The Arena Group Holdings, Inc. Common Stock / 272 Capital LP Passive Investment SC 13G 1 bramaren.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 040044109 (CUSIP Number) May 9, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig |
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| February 14, 2023 |
SC 13G/A 1 aren-13gx2x14x23.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1)* ARENA GROUP HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 040044109 (CUSIP Number) |
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| February 10, 2023 |
The Arena Group Holdings, Inc. 505,655 Shares of Common Stock Filed pursuant to Rule 424(b)(3) PROSPECTUS File No. 333-269393 The Arena Group Holdings, Inc. 505,655 Shares of Common Stock The selling stockholders identified in this prospectus (the “Selling Stockholders”) may offer and resell up to 505,655 shares of our common stock under this prospectus. The Selling Stockholders acquired these shares of common stock from us pursuant to certain securities pur |
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| February 3, 2023 |
Exhibit 99.1 The Arena Group Announces Preliminary and Unaudited Full Year 2022 Results Exceeding Guidance; Reaffirms 2023 Outlook Company also Announces Two Strategic Partnerships with Artificial Intelligence (“AI”) Firms and Productivity Gains from AI Pilots NEW YORK – February 3, 2023– The Arena Group Holdings, Inc. (NYSE American: AREN) (the “Company” or “The Arena Group”), a tech-powered medi |
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| February 3, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of Earliest Event Reported): February 3, 2023 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 1-12471 68-0232575 (State or other jurisdiction of incorporation) (Com |
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| February 2, 2023 |
THE ARENA GROUP HOLDINGS, INC. 200 Vesey Street, 24th Floor New York, New York 10281 February 2, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Attention: Office of Technology Re: The Arena Group Holdings, Inc. Registration Statement on Form S-3 Filed January 24, 2023 File No. 333-269393 Via EDGAR - |
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| February 1, 2023 |
United States securities and exchange commission logo February 1, 2023 Ross Levinsohn Chief Executive Officer The Arena Group Holdings, Inc. |
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| January 24, 2023 |
Exhibit 107.1 Calculation of Fee Filing Tables Form S-3 (Form Type) The Arena Group Holdings, Inc. (Exact name of Registration as Specified in its Charter) Table 1 - Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of R |
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| January 24, 2023 |
As filed with the Securities and Exchange Commission on January 24, 2023 As filed with the Securities and Exchange Commission on January 24, 2023 Registration No. |
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| December 30, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED Pursuant to § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* The Arena Group Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 040044109 (CUS |
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| December 21, 2022 |
THE ARENA GROUP HOLDINGS, INC. UP TO 11,807,005 SHARES OF COMMON STOCK 424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-260597 PROSPECTUS THE ARENA GROUP HOLDINGS, INC. UP TO 11,807,005 SHARES OF COMMON STOCK This prospectus relates to the resale by certain selling stockholders named in this prospectus (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) of up to 11,807,005 shares (the “Shares”) of our common stock, |