Arena Group Holdings, Inc. — fact timeline

Arena Group Holdings, Inc. entered into Business Combination Agreement with Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC, and Energy Merger Sub II, LLC valued at Business Combination Agreement dated November 5, 2023 among Arena, Simplify, Bridge Media, Newco, Me (effective 2023-11-05).

“Item 1.01. Entry into a Material Definitive Agreement. Business Combination Agreement On November 5, 2023, 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 company and a wholly owned subsidiary of Simplify (“Bridge Media”), New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena (“Newco” and, following the consummation of the Mergers (as defined below, “New Arena”)), Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (“Merger Sub 1”), and Energy Merger Sub II, LLC a Delaware limited liability company and a wholly owned subsidiary of Newco (“Merger Sub 2”), entered into a Business Combination Agreement (the “Transaction Agreement”) in connection with the previously announced binding letter of intent between Arena and Simplify, dated August 14, 2023.”

Arena Group Holdings, Inc. incurred senior notes of $5.0 million in aggregate principal amount.

“the Company issued $5.0 million in aggregate principal amount of senior secured notes (the “Notes”) pursuant to the Note Purchase Agreement”

Arena Group Holdings, Inc. amended Financing and Security Agreement Amendment with SLR Digital Finance LLC valued at Maturity extended to December 31, 2025; Event of Default if LOI transaction not consummated by March (effective 2023-08-31).

“On August 31, 2023, The Arena Group Holdings, Inc. (the “Company”) entered into an amendment to its financing and security agreement (the “FSA Amendment”), by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) (“SLR”), pursuant to which (i) the maturity date of the Company’s line of credit was extended to December 31, 2025 and (ii) an Event of Default will occur if the transactions contemplated by the Company’s previously announced letter of intent with Simply Inventions, LLC (the “Transaction”) are not consummated by March 31, 2024 (or June 30, 2024 if the lenders under the Company’s Third Amended and Restated Note Purchase Agreement, dated as of December 15, 2022 (as amended to date, the “Note Purchase Agreement”), agree to extend the deadline for consummation of the Transaction contained therein to March 31, 2024 or thereafter).”

Arena Group Holdings, Inc. reported the three and six months ended June 30, 2023 ("Q2 2023") results: revenue $58.8 million.

“and Exchange Commission (the “SEC”) and a press release issued today, August 14, 2023. Second Quarter 2023 Financial and Operational Highlights ● Revenue increased 9% to $58.8 million compared to $53.8 million in the prior year period. ● Digital advertising revenue increased by 19% to $29.3 million from $24.7 million in the prior year period. This was aided”

Arena Group Holdings, Inc. amended Amendment with BRF Finance Co., LLC and other purchasers valued at $5 million aggregate principal amount of senior secured notes (effective 2023-08-14).

“on August 14, 2023, the Company entered into an amendment (the “Amendment”) to the Third Amended and Restated Note Purchase Agreement”

Arena Group Holdings, Inc. entered into Voting Agreements with certain stockholders of the Company (effective 2023-08-14).

“Certain stockholders of the Company entered into voting and support agreements (the “Voting Agreements”) with the Company concurrently with the execution of the Letter of Intent”

Arena Group Holdings, Inc. entered into Letter of Intent with Simplify Inventions, LLC (effective 2023-08-14).

“On August 14, 2023, The Arena Group Holdings, Inc. (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with Simplify Inventions, LLC (“Simplify”).”

Avi Zimak departed as Chief Revenue Officer at Arena Group Holdings, Inc..

“On June 27, 2023 , Avi Zimak, Chief Revenue Officer of The Arena Group Holdings, Inc. (the “Company”) and the Company agreed that Mr. Zimak would step down as the Company’s Chief Revenue Officer , effective June 30, 2023 .”

Douglas B. Smith was appointed as principal accounting officer at Arena Group Holdings, Inc..

“On June 5, 2023, the Board of Directors of The Arena Group Holdings, Inc. (the “Company”) appointed Douglas B. Smith , the Company’s Chief Financial Officer and principal financial officer, to also serve as the Company’s principal accounting officer, effective immediately.”

Arena Group Holdings, Inc.: Adopted Officer Exculpation Charter Amendment to exculpate certain officers from breach of duty of care under DGCL 102(b)(7) (effective 2023-06-02).

“On June 2, 2023, the Company filed the Officer Exculpation Charter Amendment with the Delaware Secretary of State and the Charter became effective on filing.”

Arena Group Holdings, Inc. updated its the three months ended March 31, 2023 guidance (reaffirmed).

“On May 10, 2023, The Arena Group Holdings, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023.”

Spiros Christoforatos resigned as Chief Accounting Officer at Arena Group Holdings, Inc..

“On April 3, 2023, Spiros Christoforatos notified The Arena Group Holdings, Inc. (the “Company”) of his resignation from the role of Chief Accounting Officer at the Company, effective April 21, 2023, to pursue another opportunity.”

Arena Group Holdings, Inc. entered into Common Stock Purchase Agreement with certain purchasers valued at $3.88 per share (effective 2023-03-31).

“On March 31, 2023, The Arena Group Holdings, Inc. (the “Company”) entered into common stock purchase agreements (collectively, the “Common Stock Purchase Agreement”) with certain purchasers, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 2,963,918 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”).”

Arena Group Holdings, Inc. reported the three months and twelve months ended December 31, 2022 results: revenue $221 million, net income $70.9 million.

“The Company reported significant improvements in both top- and bottom-line results in 2022, driving record revenues of more than $221 million, while reducing operating expenses by nearly $20 million over that time.”

Arena Group Holdings, Inc. reported the fourth quarter and year ended December 31, 2022 results: revenue $61.7 million.

“$221 million, while reducing operating expenses by nearly $20 million over that time. In the fourth quarter of 2022, the Company reported revenue from continuing operations of $61.7 million while reducing operating expenses by more than 30%. These results were driven by significant gains in digital advertising and licensing and syndication, and new lines of revenue”

Arena Group Holdings, Inc. reported for the year ended December 31, 2022 results: revenue between $217 million and $220 million, net income net loss from continuing operations of between $68 million and $72 million.

“Management expects fiscal year 2022 revenue from continuing operations* of between $217 million and $220 million, an increase of between $28 million and $31 million or 15% to 16% compared to the 2021 fiscal year, driven by a more than 70% increase in digital advertising revenue. ● Management expects fiscal year 2022 net loss from continuing operations of between $68 million and $72 million, an improvement of between $18 million and $22 million compared to the 2021 fiscal year.”

Arena Group Holdings, Inc. completed an acquisition involving A360 Media, LLC and Weider Publications, LLC for $23.0 million in cash, together with $1.0 million paid in November 2022, $1.0 million held in escrow, and additional deferred payments of approximately $3.5 mil (closed 2022-12-15).

“On December 15, 2022 (the “Closing Date”), pursuant to the terms set forth in the Asset Purchase Agreement, the Subsidiary purchased and assumed from the Seller Parties, and the Seller Parties sold, transferred, conveyed, assigned and delivered to the Subsidiary, certain assets and liabilities of the Seller Parties related to the digital media operations of Men’s Journal and other men’s active lifestyle brands (as further set forth and described in the Asset Purchase Agreement, the “Acquisition”).”

Arena Group Holdings, Inc. amended credit facility of $40.0 million with SLR Digital Finance LLC at prime rate plus 4% maturing December 31, 2024.

“On December 15, 2022, the Company entered into an amendment to its financing and security agreement (the “FSA Amendment”), by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) (“SLR”), pursuant to which (i) the maximum credit limit for the Company’s line of credit was increased to $40.0 million (subject to 85% of accounts receivable), (ii) the interest rate on the line of credit was amended to be the prime rate plus 4% and (iii) the maturity of the line of credit was extended to December 31, 2024; provided that the maturity date will be December 31, 2023 if the Company has not refinanced, repaid or extended all of its senior secured notes due December 31, 2023 by August 31, 2023, and provided further, that SLR will be entitled to accelerate the obligations if the Company has not refinanced, repaid or extended all of its senior secured notes due December 31, 2023 by September 30, 2023.”

Arena Group Holdings, Inc. incurred senior notes of $36.0 million with BRF Finance Co., LLC at 12% per annum maturing December 31, 2023.

“On December 15, 2022, to consummate the Acquisition (as defined below) and to repay approximately $5.9 million of its existing delayed draw term notes due December 31, 2022, The Arena Group Holdings, Inc. (the “Company”) issued $36.0 million aggregate principal amount of senior secured notes (the “Bridge Notes”) pursuant to a Third Amended and Restated Note Purchase Agreement, 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 (the “Note Purchase Agreement”).”

Arena Group Holdings, Inc. amended FSA Amendment with SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) valued at $40.0 million (effective 2022-12-15).

“On December 15, 2022, the Company entered into an amendment to its financing and security agreement (the “FSA Amendment”), by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) (“SLR”), pursuant to which (i) the maximum credit limit for the Company’s line of credit was increased to $40.0 million (subject to 85% of accounts receivable), (ii) the interest rate on the line of credit was amended to be the prime rate plus 4% and (iii) the maturity of the line of credit was extended to December 31, 2024”

Arena Group Holdings, Inc. amended Third Amended and Restated Note Purchase Agreement with BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto valued at $36.0 million (effective 2022-12-15).

“On December 15, 2022, to consummate the Acquisition (as defined below) and to repay approximately $5.9 million of its existing delayed draw term notes due December 31, 2022, The Arena Group Holdings, Inc. (the “Company”) issued $36.0 million aggregate principal amount of senior secured notes (the “Bridge Notes”) pursuant to a Third Amended and Restated Note Purchase Agreement, 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 (the “Note Purchase Agreement”).”

Arena Group Holdings, Inc. entered into Purchase Agreement with A360 Media, LLC and Weider Publications, LLC valued at aggregate purchase price of $25.0 million (effective 2022-12-07).

“entered into an asset purchase agreement with A360 Media, LLC, a Delaware limited liability company (“A360”), and Weider Publications, LLC, a Delaware limited liability company and a wholly-owned subsidiary of A360 (together with A360, the “Seller Parties,” and such agreement, the “Purchase Agreement”).”

Arena Group Holdings, Inc. reported the three months ended September 30, 2022 results: revenue $66.7 million, net income $16.5 million.

“The Arena Group Holdings, Inc. (NYSE American: AREN) (the “Company” or “The Arena Group”), a tech-powered media company home to more than 250 brands, including Sports Illustrated, TheStreet, Inc. (“TheStreet”), Parade Media (“Parade”), and HubPages, Inc. (“HubPages”) operating on a single technology platform, today announced financial results for the third quarter of 2022, the three and nine months ended September 30, 2022. Third Quarter 2022 And Nine Month Financial and Operational Highlights ● Total revenue for the third quarter was $66.7 million, the largest quarterly revenue in Company history and $180.0 million in revenue for the first nine months, a 41% increase. ● Digital advertising revenue increased 56% in the third quarter to a record $28.5 million from $18.3 million in the third quarter of 2021. ● Quarterly gross profit was $26.2 million as compared to $27.4 million in the prior year period, a slight decline due in part to the absence of both the Summer Olympics and the laun”

Spiros Christoforatos was appointed as Principal Accounting Officer at Arena Group Holdings, Inc..

“On October 12, 2021, the Board of Directors (the “Board”) of theMaven, Inc. (the “Company”) appointed Spiros Christoforatos as Principal Accounting Officer, effective at a future date yet to be determined (the “Effective Date”).”