AREN / The Arena Group Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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

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

EX-99.2

Exhibit 99.2

00:00:05:19 - 00:00:08:09

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

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

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

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

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

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

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 HO

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

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

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 HOL

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

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

Slides referenced in video presentation by Paul Edmonson, Chief Executive Officer of the Company.

Exhibit 99.5

Membership Interest Purchase Agreement between the Company and Simplify Inventions, LLC dated effective April 30, 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

Slides referenced in video presentation regarding TravelHost acquisition.

Exhibit 99.2

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 Quart

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

Results of Operations and Financial Condition, Entry into a Material Definitive Agreement, 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): 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

Transcript of comments in video presentation regarding TravelHost acquisition.

Exhibit 99.1

Slides referenced in video presentation regarding financial results for the quarter ended March 31, 2025.

Exhibit 99.7

Transcript of video presentation regarding financial results for the quarter ended March 31, 2025.

Exhibit 99.6

Transcript of comments in video presentation by Paul Edmonson, Chief Executive Officer of the Company.

Exhibit 99.4

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,

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 REPO

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, 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 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

Paul Edmondson

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

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

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

Comments and responses provided by Paul Edmonson, Chief Executive Officer of the Company, on @_sportsball Instagram post made on April 15, 2025.

Exhibit 99.6

Slides referenced in video presentation by Paul Edmonson, Chief Executive Officer of the Company.

Exhibit 99.3

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 Managem

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)

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

Presentation included as part of @_sportsball Instagram post made on April 15, 2025.

Exhibit 99.5

Description of Securities.

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

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

Insider Trading Policy

Exhibit 19.1

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 SECTI

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

Employment Agreement with Paul Edmondson, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Third Amended and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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.

STOCK PURCHASE AGREEMENT

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”).

JOINT FILING AGREEMENT

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.

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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): 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) (

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.

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. )

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

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

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

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

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) (

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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, 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): 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

Amendment No. 1 to Loan Documents between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Termination of a Material Definitive Agreement, 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): 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

Common Stock Purchase Agreement between the Company and Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on 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

Amended and Restated Promissory Note issued by the Company to Simplify Inventions, LLC dated August 19, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on 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

The Arena Group Reports 2024 Second Quarter Financial Results Company Highlights Success of Recent Restructurings, Majority Shareholder Significantly Increases Financial Commitment for Future Growth

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, 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): 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

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

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

Employment Agreement between The Arena Group Holdings, Inc. and Geoffrey Wait dated effective August 6, 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

Employment Agreement between The Arena Group Holdings, Inc. and Geoffrey Wait dated effective August 6, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant, 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): 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

Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 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

Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 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

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,

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 H

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

Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on 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

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,

Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Forbearance Letter between the Company and Renew Group Private Limited dated as of April 29, 2024, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.

Exhibit 10.9

Consent to Sublease among the Company, RXR HB Owner, LLC and Lument Real Estate Capital Holdings, LLC dated March 12, 2024, which was filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2024.

Exhibit 10.10

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,

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 HOL

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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 REPO

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

The Arena Group Appoints Sara Silverstein as Chief Executive Officer Proven Leader, Promoted from General Manager of Finance Arena

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

The Arena Group Appoints Sara Silverstein as Chief Executive Officer Proven Leader, Promoted from General Manager of Finance Arena

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

Employment Agreement between The Arena Group Holdings, Inc. and Sara Silverstein dated April 19, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Employment Agreement between The Arena Group Holdings, Inc. and Sara Silverstein dated April 19, 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

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

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

SURFER Announces New Editor-in-Chief, Special Edition Print Magazine SURFER Return this Summer with a Splash and Plans for the Future

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

SURFER Announces New Editor-in-Chief, Special Edition Print Magazine SURFER Return this Summer with a Splash and Plans for the Future

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

Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

Description of Securities.

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

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 SECTI

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

Forbearance Letter between the Company and Renew Group Private Limited dated as of March 27, 2024, which was filed as Exhibit 10.91 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on April 1, 2024.

Exhibit 10.91

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

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

Demand Promissory Note issued by Simplify Inventions, LLC to The Arena Group Holdings, Inc. dated March 13, 2024.

Exhibit 10.2

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): 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

Loan Agreement between The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024.

Exhibit 10.1

Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

Exhibit 10.4

Demand Promissory Note issued by Simplify Inventions, LLC to The Arena Group Holdings, Inc. dated March 13, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

Exhibit 10.2

Continuing Unconditional Guaranty among Simplify Inventions, LLC and certain subsidiaries of The Arena Group Holdings, Inc., dated March 13, 2024.

Exhibit 10.3

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

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

Loan Agreement between The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

Exhibit 10.1

Pledge and Security Agreement among The Arena Group Holdings, Inc., certain subsidiaries of The Arena Group Holdings, Inc. and Simplify Inventions, LLC dated March 13, 2024.

Exhibit 10.4

Continuing Unconditional Guaranty among Simplify Inventions, LLC and certain subsidiaries of The Arena Group Holdings, Inc., dated March 13, 2024, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 20, 2024.

Exhibit 10.3

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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)

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

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.” –

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 GROU

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) (

AREN / The Arena Group Holdings, Inc. / 272 Capital LP - THE ARENA GROUP HOLDINGS, INC. Passive Investment

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

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

Regulation FD Disclosure, Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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) (

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)

Subscription Agreement, dated February 14, 2024, by and between the Company and Simplify, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

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

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

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 GROU

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) (

Joint Filing Agreement

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,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, 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): 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) (

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

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 GROU

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) (

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 GROU

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) (

Forbearance Letter, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 5, 2024.

Exhibit 10.4

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 GRO

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)

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 GRO

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)

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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)

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) (

Stock Purchase Agreement, dated December 1, 2023, by and among Simplify Inventions, LLC and the Seller Parties named therein.

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).

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

Voting and Support Agreement, dated December 1, 2023, by and among Simplify Inventions, LLC and The Arena Group Holdings, Inc.

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

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

Stock Purchase Agreement, dated December 1, 2023, by and among Simplify Inventions, LLC and the Seller Parties named therein.

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).

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 GRO

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)

Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement

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)

Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on 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

Waiver of Liquidated Damages and Release of Claims, dated December 1, 2023, by and among the Company, Simplify Inventions, LLC and B. Riley Principal Investments, LLC.

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

Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II.

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

Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto.

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

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

AREN / Arena Group Holdings Inc (The) / B. Riley Financial, Inc. - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

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

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

Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 4.1

Binding Letter of Intent, dated August 14, 2023, by and between the Company and Simplify Inventions, LLC, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.1

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

Severance Agreement, dated August 14, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.6

Amendment No. 3 to Second Amended & Restated Executive Employment Agreement, dated as of September 7, 2023, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.4

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)

Severance Agreement, dated August 14, 2023, by and between the Company and Douglas B. Smith, which was filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.7

Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.3

Form of Voting and Support Agreement, dated August 14, 2023, by and between the Company and certain stockholders. which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on 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

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

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

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

Seventh Amendment to Financing and Security Agreement, dated August 31, 2023, by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.

Exhibit 10.8

Side Letter to Licensing Agreement, dated October 1, 2023, by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on 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

First Amendment to Executive Employment Agreement, dated August 15, 2023, by and between the Company and Henry Robertson Barrett, which was filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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.

Business Combination Agreement, dated as of November 5, 2023, 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.

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

Business Combination Agreement, dated as of November 5, 2023, 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, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on 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

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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) (

Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA.

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

Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd. , which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

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

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 GROU

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) (

Common Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and 5-Hour International Corporation Pte. Ltd.

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

Preferred Stock Subscription Agreement, dated as of November 5, 2023, between New Arena Holdco, Inc. and The Hans Foundation USA, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on 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

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)

Investor Presentation, dated as of September 14, 2023.

Exhibit 99.1

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

AREN / Arena Group Holdings Inc (The) / B. Riley Financial, Inc. - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): 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

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 Com

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

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 S

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

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 Announce

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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.

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 H

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

AREN / Arena Group Holdings Inc (The) / B. Riley Financial, Inc. - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

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

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.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) The Arena Group Holdings, Inc.

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 HO

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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on 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

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 HOLD

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

Amended and Restated 2022 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

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 HO

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

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

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,

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 HO

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

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

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

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

Exhibit 1

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

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

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

Schedule 14A

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

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. )

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

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.

Filing Fee Table

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

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 H

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

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

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

Amendment No. 5 to Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.73 to our Annual Report on Form 10-K filed on 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

AREN / Arena Group Holdings Inc (The) / B. Riley Financial, Inc. - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

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

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

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

Exhibit 4.19

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

Form 10-K

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

Form of Common Stock Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

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

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

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

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

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

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

AREN / The Arena Group Holdings, Inc. Common Stock / 180 DEGREE CAPITAL CORP. /NY/ - SC 13G/A Passive Investment

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)

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

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

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

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

THE ARENA GROUP HOLDINGS, INC. 200 Vesey Street, 24th Floor New York, New York 10281 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 -

Filing Fee Table

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

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.

AREN / The Arena Group Holdings, Inc. Common Stock / B. Riley Financial, Inc. - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

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

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,

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, 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): December 15, 2022 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) (C

Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.

Exhibit 4.1 THIRD A&R NOTE THIS THIRD A&R NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR OTHER APPLICABLE SECURITIES LAW AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION. THE FOLLOWING INFORMATION IS SUPPLI

Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022.

Exhibit 10.1 Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 by and among The Arena Group Holdings, Inc., as the Borrower, The Guarantors Named Herein, BRF Finance Co., LLC, as Agent and a Purchaser, and The Other Purchasers From Time to Time Party Hereto THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (thi

Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.

Exhibit 2.1 Asset Purchase Agreement By And Among Weider Publications, LLC A360 Media, LLC And The Arena Media Brands, LLC December 7, 2022 Table of Contents PAGE Article 1 DEFINITIONS 1 Section 1.1 Certain Definitions 1 Article 2 SALE OF ASSETS AND ASSUMPTION OF LIABILITIES 7 Section 2.1 Purchased Assets. 7 Section 2.2 Excluded Assets 8 Section 2.3 Assumed Liabilities 9 Section 2.4 Excluded Liabi

Sixth Amendment to Financing and Security Agreement, dated December 15, 2022, by and among the Company, the subsidiaries of the Company party thereto and SLR Digital Finance LLC, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 20, 2022.

Exhibit 10.2 SIXTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT This SIXTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this ?Amendment?) is made and entered into as of December 15, 2022, by and among THE ARENA PLATFORM, INC., a Delaware corporation, formerly known as Maven Coalition, Inc. (?Platform?), THE ARENA GROUP HOLDINGS, INC., a Delaware corporation, formerly known as TheMaven, Inc. (?H

As filed with the Securities and Exchange Commission on December 15, 2022

As filed with the Securities and Exchange Commission on December 15, 2022 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Entry into a Material Definitive Agreement

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 7, 2022 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) (Co

The Arena Group to Acquire Digital Assets of Men’s Journal and Adventure Network From a360media Men’s Journal to Anchor Vertical Group, Complementing Existing Sports, Lifestyle and Finance Arena’s Accelerated Growth

Exhibit 99.1 The Arena Group to Acquire Digital Assets of Men?s Journal and Adventure Network From a360media Men?s Journal to Anchor Vertical Group, Complementing Existing Sports, Lifestyle and Finance Arena?s Accelerated Growth NEW YORK, TUESDAY, DECEMBER 13 ? The Arena Group Holdings, Inc. (NYSE American: AREN) (the ?Company? or ?The Arena Group?), a tech-powered media company home to more than

Amended Licensing Agreement by and between the Company and ABG-SI LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on November 29, 2022.

Exhibit 10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 14, 2019 THE ARENA GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) delaware 1-12471 68-0232575 (State or other jurisdiction of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 24, 2022 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) (C

Filing Fee Table

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 Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi

Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.

EX-25.1 5 ex25-1.htm Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter

Form of Indenture

Exhibit 4.3 THE ARENA GROUP HOLDINGS, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 4 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLI

As filed with the Securities and Exchange Commission on November 21, 2022

As filed with the Securities and Exchange Commission on November 21, 2022 Registration No.

CONFIDENTIAL TREATMENT REQUESTED BY ARENA GROUP HOLDINGS, INC.

November 17, 2022 FOIA Confidential Treatment Requested Under 17 C.F.R. ? 200.83 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stephen Krikorian, Accounting Branch Chief Morgan Youngwood, Senior Staff Accountant Re: Arena Group Holdings, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed April 1, 20

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, 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 1-12471 THE ARENA GROUP HOLDIN

Certificate of Elimination of Series L Convertible Preferred Stock, as filed with the Delaware Secretary of State on July 18, 2022.

Exhibit 3.1

The Arena Group Reports Record Revenue as Digital Advertising Grows 56% for the Third Quarter of 2022 Overall Audience Grows 32% to Nearly 1.5 Billion Pageviews and Advertising Yield (RPM) Grows 10% Year Over Year

Exhibit 99.1 The Arena Group Reports Record Revenue as Digital Advertising Grows 56% for the Third Quarter of 2022 Overall Audience Grows 32% to Nearly 1.5 Billion Pageviews and Advertising Yield (RPM) Grows 10% Year Over Year NEW YORK ? November 9, 2022 ? The Arena Group Holdings, Inc. (NYSE American: AREN) (the ?Company? or ?The Arena Group?), a tech-powered media company home to more than 250 b

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 9, 2022 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) (Co

November 8, 2022

November 8, 2022 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

United States Securities and Exchange Commission

October 14, 2022 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

September 15, 2022

September 15, 2022 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

United States Securities and Exchange Commission

CORRESP 1 filename1.htm August 6, 2022 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stephen Krikorian, Accounting Branch Chief Morgan Youngwood, Senior Staff Accountant Re: Arena Group Holdings, Inc. Form 10-K for the fiscal year ended December 31, 2021 Filed April 1, 2022 File No. 001-12471 Ladies and Gentlemen

Power of Attorney, included on the signature page to our Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Registration Statement on Form S-3 filed on August 16, 2022.

As filed with the Securities and Exchange Commission on August 16, 2022 Registration No.

Certificate of Elimination of Series L Convertible Preferred Stock, as filed with the Delaware Secretary of State on July 18, 2022.

Exhibit 3.2

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): August 9, 2022 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) (Comm

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, 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 1-12471 THE ARENA GROUP HOLDINGS, I

The Arena Group Reports Record Revenue and Positive Net Cash Generated from Operating Activities in the Second Quarter of 2022; Total Revenue Increases 87%, As Digital Ad Revenue Grows 114% Year-Over-Year Audience Grows 82% Year- Over- Year To More T

Exhibit 99.1 The Arena Group Reports Record Revenue and Positive Net Cash Generated from Operating Activities in the Second Quarter of 2022; Total Revenue Increases 87%, As Digital Ad Revenue Grows 114% Year-Over-Year Audience Grows 82% Year- Over- Year To More Than 1.5 Billion Pageviews in Q2 NEW YORK ? August 9, 2022 ? The Arena Group Holdings, Inc. (NYSE American: AREN) (the ?Company? or ?The A

AREN / The Arena Group Holdings, Inc. Common Stock / B. Riley Financial, Inc. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea163010-13da6brileytheare.htm AMENDMENT NO. 6 TO SCHEDULE 13D 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. 6)* The Arena Group Holdings, Inc. (Name of Issuer) C

Certificate of Elimination, dated as of July 18, 2022

Exhibit 3.1 CERTIFICATE OF ELIMINATION OF Series J CONVERTIBLE Preferred stock OF the arena group holdings, inc. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) The Arena Group Holdings, Inc., a Delaware corporation (the ?Corporation?), certifies as follows: 1. The Corporation created a series of preferred stock of the Corporation by previously filing a Certifi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, 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): July 15, 2022 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) (Commi

Standstill Agreement, dated July 15, 2022, by and among The Arena Group Holdings, Inc., B. Riley Financial, Inc., B. Riley Securities, Inc., B. Riley Principal Investments, LLC, BRF Investments, LLC, Bryant R. Riley and their affiliates and subsidiaries

Exhibit 10.1 Standstill Agreement This Standstill Agreement (this ?Agreement?) is made as of July 15, 2022 (the ?Effective Date?), by and between The Arena Group Holdings, Inc., a Delaware corporation (the ?Company?), and B. Riley Financial, Inc. (?BRF?) (the Company and BRF are referred to herein as a ?Party? or together as the ?Parties?). WHEREAS, the Company entered into that certain Rights Agr