Arena Group Reports Material Agreements, Equity Sales, and Control Changes

TL;DR

**Arena Group just dropped an 8-K detailing major agreements, equity sales, and a change of control on Feb 9th!**

AI Summary

Arena Group Holdings, Inc. filed an 8-K on February 14, 2024, reporting several significant events that occurred on February 9, 2024. These events include the entry into a Material Definitive Agreement, unregistered sales of equity securities, and changes in control of the registrant. Additionally, the filing noted changes in directors or certain officers and their compensatory arrangements.

Why It Matters

These events signal significant strategic shifts for Arena Group Holdings, Inc., potentially impacting its ownership structure, financial health, and future direction. Investors should monitor the full details of these agreements and changes.

Risk Assessment

Risk Level: high — Changes in control, unregistered equity sales, and material definitive agreements can significantly alter a company's financial and operational landscape, introducing substantial uncertainty and potential volatility.

Key Players & Entities

• Arena Group Holdings, Inc. (company) — Filing company
• 06 Technology (company) — Organization name associated with filer

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AREN NYSE American Chec
• $2.16 — "Common Stock"), at a purchase price of $2.16 per share, a price equal to the 60-day
• $12.0 million — the Private Placement of approximately $12.0 million. The Company intends to use the net pro
• $1.00 — ndall has agreed to an annual salary of $1.00. Mr. Randall, 46, has served as the C
• $3.75 million — e Licensing Agreement, of approximately $3.75 million. On January 18, 2024, Authentic notifie
• $45.0 million — eement. Upon such termination, a fee of $45.0 million became immediately due and payable by t

Filing Documents

• form8-k.htm (8-K) — 58KB
• ex10-1.htm (EX-10.1) — 97KB
• 0001493152-24-006754.txt ( ) — 353KB
• aren-20240209.xsd (EX-101.SCH) — 3KB
• aren-20240209_lab.xml (EX-101.LAB) — 33KB
• aren-20240209_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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) (Commission File Number) (I.R.S. Employer Identification No.) 200 VESEY STREET, 24 TH FLOOR NEW YORK , new york 10281 (Address of principal executive offices) (Zip code) 212 - 321-5002 (Registrant's telephone number including area code) (Former name or former address if changed since last report) Securities registered pursuant in Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share AREN NYSE American Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. On February 14, 2024, The Arena Group Holdings, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Simplify Inventions, LLC ("Simplify"), pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the "Private Placement") an aggregate of 5,555,555 shares (the "Private Placement Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $2.16 per share, a price equal to the 60-day volume weighted average price of the Common Stock. The Private Placement closed on February 14, 2024 and the Company received net proceeds from the Private Placement of approximately $12.0 million. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Item 3.02. Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. Based in part upon the representations of Simplify in the Subscription Agreement, the offer and sale of the Private Placement Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" laws. The Private Placement Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. The sale of the Private Placement Shares did not involve a public offering and was made without general solicitation or general advertising. Simplify represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the Private Placement Shares for investment purposes only and not with a view to any resale, distribution or other disposition of the Private Placement Shares in violation of the U.S. federal securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. Item 5.01. Changes in Control of Registrant. The information contained above under Item 1.01, to the extent required by Item 5.01 of Form 8-K, is hereby incorporated by reference herein. Pursuant to the Subs

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