Arena Group Holdings Terminates Agreement, Enters New Deal

TL;DR

Arena Group terminated one deal and signed another, plus new debt and equity sales. Big changes ahead.

AI Summary

Arena Group Holdings, Inc. announced on August 19, 2024, the termination of a material definitive agreement and entered into a new material definitive agreement. The company also reported on its results of operations and financial condition, and disclosed the creation of a direct financial obligation. Additionally, unregistered sales of equity securities occurred.

Why It Matters

This filing indicates significant changes in Arena Group's contractual and financial arrangements, which could impact its future operations and financial stability.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the creation of new financial obligations suggest potential financial distress or strategic shifts that carry inherent risks.

Key Players & Entities

• Arena Group Holdings, Inc. (company) — Filer
• August 19, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AREN NYSE American Chec
• $50 million — d, the Simplify Loan provides for up to $50 million of borrowings and will mature on Decemb
• $15,000,000 — ent (the "Purchase Agreement"), whereby $15,000,000 of outstanding indebtedness under the S
• $0.84 — mmon stock, or a price of approximately $0.84 per share. The Purchase Agreement inclu

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex10-1.htm (EX-10.1) — 83KB
• ex10-2.htm (EX-10.2) — 14KB
• ex10-3.htm (EX-10.3) — 139KB
• ex99-1.htm (EX-99.1) — 86KB
• 0001493152-24-033644.txt ( ) — 605KB
• aren-20240819.xsd (EX-101.SCH) — 3KB
• aren-20240819_lab.xml (EX-101.LAB) — 33KB
• aren-20240819_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): 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) (Commission File Number) (I.R.S. Employer Identification No.) 200 VESEY STREET , 24TH 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. Amendment to Simplify Loan Amendment On August 19, 2024, The Arena Group Holdings, Inc. (the "Company") entered into an amendment (the "Amendment") to its loan agreement dated March 13, 2024 with Simplify Inventions, LLC ("Simplify") as lender (the "Simplify Loan"). As amended, the Simplify Loan provides for up to $50 million of borrowings and will mature on December 1, 2026. The parties also entered into an amended and restated promissory note dated August 19, 2024 to memorialize these changes. The foregoing description of the Simplify Loan and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the related amended and restated promissory note among the Company, certain of its subsidiaries and Simplify, copies of which are filed herewith as Exhibits 10.1 and 10.2. Debt Exchange for Common Stock On August 19, 2024, the Company and Simplify also entered into a Common Stock Purchase Agreement (the "Purchase Agreement"), whereby $15,000,000 of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares (the "Shares") of the Company's common stock, or a price of approximately $0.84 per share. The Purchase Agreement includes customary representations, warranties and covenants of both the Company and Simplify. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.3. Item 1.02. Termination of a Material Definitive Agreement. Effective August 19, 2024, the Business Combination Agreement, dated November 5, 2023, as amended (the "Business Combination Agreement"), among the Company, Simplify, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual agreement. The Business Combination Agreement was terminated as a result of previously disclosed negotiations between the Company and Simplify around alternative structures or options to the transactions contemplated by the Business Combination Agreement. The Company incurred no penalties as a result of the early termination of the Business Combination Agreement. Item 2.02 Results of Operations and Financial Condition. On August 19, 2024, the Company issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by ref

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