What changed in this filing

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Item 1. Business

2022-04-01 compared with 2021-08-16 · 288 added, 385 removed, 113 unchanged (86% of the section changed)

operate a best-in-class technology platform empowering premium publishers who impact, inform, educate and entertain.

We operate a significant

portion of the media businesses for Sports Illustrated (as defined below), own and operate TheStreet, Inc.

(the “TheStreet”),

and power more than 250 independent brands.

The Maven technology platform (the “Maven Platform”) provides digital publishing,

distribution, and monetization capabilities for the Sports Illustrated and TheStreet businesses as well as a coalition of independent,

professionally managed, online media publishers (each a “Publisher Partner”).

Each Publisher Partner joins

the media-coalition by invitation-only and is drawn from premium media brands and independent publishing businesses.

Partners publish content and oversee an online community for their respective sites, leveraging our proprietary technology platform

to engage the collective audiences within a single network.

Generally, Publisher Partners are independently owned, strategic partners

who receive a share of revenue from the interaction with their content.

When they join, we believe Publisher Partners will benefit

from the proprietary technology of the Maven Platform, techniques and relationships.

Advertising revenue may improve due to the scale

we have achieved by combining all Publisher Partners onto a single platform and a large and experienced sales organization.

They may also benefit from our membership marketing and management systems, which we believe will enhance their revenue.

Additionally,

we believe the lead brand within each vertical creates a halo benefit for all Publisher Partners in the vertical while each of

them adds to the breadth and quality of content.

While they benefit from these critical performance improvements they also may save substantially

in costs of technology, infrastructure, advertising sales, and member marketing and management.

Our Future Business ”

Future Liquidity ”

for additional important information in Item 7,

Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Arena Group Holdings, Inc.

(the “Company,” “Arena Group,” “we,” “our,” or “us”),

is a data-driven media company that focuses on building deep content verticals powered by a best-in-class digital media platform (the

“Platform”) empowering premium publishers who impact, inform, educate, and entertain.

Our strategy is to focus on key verticals

where audiences are passionate about a topic category (e.g., sports and finance) and where we can leverage the strength of our core brands

to grow our audience and increase monetization both within our core brands as well as our media publishers (each, a “Publisher

Our focus is on leveraging our Platform and iconic brands in targeted verticals to maximize audience reach, improve

engagement and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our 35 owned

and operated properties as well as properties we run on behalf of independent Publisher Partners.

We operate the media businesses for

Sports Illustrated (“Sports Illustrated”), own and operate TheStreet, Inc.

(“TheStreet”) and College Spun Media

Incorporated (“The Spun”), and power more than 200 independent Publisher Partners, including Biography, History, and the

many sports team sites that comprise FanNation, among others.

Each Publisher Partner joins the Platform by invitation-only and is drawn

from premium media brands and independent publishing businesses with the objective of augmenting our position in key verticals and optimizing

the performance of the Publisher Partner.

Publisher Partners incur the costs in content creation on their respective channels and receive

a share of the revenue associated with their content.

Because of the state-of-the-art technology and large scale of the Platform and

our expertise in search engine optimization (SEO), social media, subscription marketing and ad monetization, Publisher Partners continually

benefit from our ongoing technological advances and bespoke audience development expertise.

Additionally, we believe the lead brand within

each vertical creates a halo benefit for all Publisher Partners in the vertical while each of them adds to the breadth and quality of

While they benefit from these critical performance improvements they also may save substantially in costs of technology, infrastructure,

advertising sales, and member marketing and management.

were originally incorporated in Delaware as Integrated Surgical Systems, Inc.

(“Integrated”) in 1990.

On July 22, 2016, Amplify

was incorporated in Delaware and on July 27, 2016, it changed its name to Amplify Media Network, Inc.

(“Amplify Media

Network”).

Amplify Media Network changed its name again on October 14, 2016 to TheMaven Network, Inc.

(“Maven Network”).

October 11, 2016, Integrated and Maven Network entered into a share exchange agreement (the “Share Exchange Agreement”),

whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock for shares

of common stock of Integrated.

On November 4, 2016, the parties consummated a recapitalization pursuant to the Share Exchange Agreement

and, as a result, Maven Network became a wholly owned subsidiary of Integrated.

Integrated changed its name to TheMaven, Inc.

On March 5, 2018, TheMaven Network changed its name to Maven Coalition, Inc.

(“Maven Coalition 1”).

Inc., a Delaware corporation (“HubPages”), became our wholly-owned subsidiary pursuant to that certain agreement and plan

of merger, dated March 13, 2018 (“Agreement and Plan of Merger”), and as amended by the Amendment to Agreement and Plan of

Merger, dated April 25, 2018 (“First Amendment”), the Second Amendment to Agreement and Plan of Merger, dated June 1, 2018

(“Second Amendment”), the Third Amendment to Agreement and Plan of Merger, dated May 31, 2019 (“Third Amendment”),

and the Fourth Amendment to Agreement and Plan of Merger, dated December 15, 2020 (the “Fourth Amendment”

and, collectively

with the Agreement and Plan of Merger, the First Amendment, the Second Amendment, and the Third Amendment, the “HubPages Merger

Agreement”) between us, HubPages, and HP Acquisition Co, Inc.

(“HPAC”), a wholly-owned subsidiary of ours incorporated

in Delaware on March 13, 2018 in order to facilitate the acquisition of HubPages by us.

Pursuant to the HubPages Merger Agreement, HPAC

merged with and into HubPages, with HubPages continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of

ours (the “HubPages Merger”).

On August 23, 2018, we acquired all the outstanding shares of HubPages pursuant to the HubPages

Media, Inc., a Delaware corporation (“Say Media”), became our wholly owned subsidiary pursuant to that certain agreement

and plan of merger, dated October 12, 2018 and as amended on October 17, 2018 (collectively, the “Say Media Merger Agreements”)

between us, Say Media, SM Acquisition Co., Inc., a Delaware corporation (“SMAC”), which is a wholly owned subsidiary of ours

incorporated on September 6, 2018 to facilitate a merger, and Matt Sanchez, solely in his capacity as a representative of the Say Media

security holders.

Pursuant to the Say Media Merger Agreement, SMAC merged with and into Say Media, with Say Media continuing as the surviving

corporation in the merger as a wholly owned subsidiary of ours (the “Say Media Merger”).

On December 12, 2018, we acquired

all the outstanding shares of Say Media pursuant to the Say Media Merger Agreements.

of TheStreet, Inc.

and Relationship with Cramer Digital

became our wholly-owned subsidiary pursuant to that certain agreement and plan of merger, dated June 11, 2019, as amended (the “TheStreet

Merger Agreement”), between us, Say Media, and TST Acquisition Co., Inc., a Delaware corporation (“TSTAC”), a newly-formed

indirect wholly-owned subsidiary of ours formed in order to facilitate the acquisition of TheStreet by us.

Pursuant to TheStreet Merger

Agreement, TSTAC merged with and into TheStreet, with TheStreet continuing as the surviving corporation in the merger as a wholly-owned

subsidiary of ours (the “TheStreet Merger”).

On August 7, 2019, we acquired all the outstanding shares of TheStreet pursuant

to the TheStreet Merger.

August 7, 2019, in connection with the TheStreet Merger, we entered into a letter agreement (the “Original Cramer Agreement”)

with finance and stock market expert Jim Cramer, who co-founded TheStreet, which sets forth the terms of the Cramer Services to be provided

Cramer and Cramer Digital, Inc.

(“Cramer Digital”), a production company owned and controlled by Mr.

Cramer, featuring

the digital rights and content created by Mr.

Cramer and his team of financial experts.

A second letter agreement providing additional

terms was entered into on April 16, 2020 (the “Second Cramer Agreement”).

We entered into a third letter agreement on January

25, 2021, which extended the notice date to cancel the third year of the term of the Original Cramer Agreement from February 7, 2021

to April 9, 2021 (the “Third Cramer Agreement”

and, together with the Original Cramer Agreement and the Second Cramer Agreement,

the “Cramer Agreement”).

On April 6, 2021, Cramer Digital notified us that it would cancel the optional third year of

the term of the Cramer Agreement and we and Cramer Digital commenced negotiation of a new contract.

On August 7, 2021, we entered into

an extension of the Cramer Agreement to provide Mr.

Cramer's services through September 30, 2021.

Further, we are in discussions about

an ongoing relationship.

Cramer Agreement provides for Mr.

Cramer and Cramer Digital to create content for us on each business day during the term of the Cramer

Agreement, prepare special content for us, make certain personal appearances and provide other services as reasonably requested and mutually

agreed to (collectively, the “Cramer Services”).

In consideration for the Cramer Services, we pay Cramer Digital a commission

on subscription revenues and net advertising revenues for certain content (the “Revenue Share”).

In addition, we pay Cramer

Digital approximately $3,000,000 as an annualized guarantee payment in equal monthly draws, recoupable against the Revenue Share.

also issued two options to Cramer Digital pursuant to our 2019 Equity Incentive Plan (the “2019 Plan”).

The first option

was to purchase up to two million shares of our common stock at an exercise price of $0.72, the closing stock price on August 7, 2019,

the grant date.

This option vests over 36 months.

The second option was to purchase up to three million shares of our common stock at

an exercise price of $0.54, the closing stock price on April 21, 2020, the grant date.

In the event Cramer Digital and we agree to renew

the term of the Cramer Agreement for a minimum of three years from the end of the second year of the current term, 900,000 shares will

vest on the first day of the third year of the term as so extended (the “Trigger Date”).

The remaining shares will vest equally

on the 12-month anniversary of the Trigger Date, the 24-month anniversary of the Trigger Date and the 36-month anniversary of the Trigger

addition, we provide Cramer Digital with a marketing budget, access to personnel and support services, and production facilities.

the Cramer Agreement provides that we will reimburse fifty percent of the cost of the rented office space by Cramer Digital, up to a

maximum of $4,250 per month.

Sports Illustrated Licensing Agreement

June 14, 2019, we entered into a licensing agreement (the “Initial Licensing Agreement”), as amended by Amendment No.

Licensing Agreement, dated September 1, 2019 (the “SI First Amendment”), Amendment No.

2 to Licensing Agreement, dated

April 1, 2020 (the “SI Second Amendment”), Amendment No.

3 to Licensing Agreement, dated July 28, 2020 (the “SI

Third Amendment”), Amendment No.

4 to Licensing Agreement, dated June 4, 2021 (the “SI Fourth Amendment”), and

Side Letter, dated as of June 4, 2021 (the “SI Side Letter”

and, together with the Initial Licensing Agreement, SI

First Amendment, the SI Second Amendment, the SI Third Amendment, and the SI Fourth Amendment, the “Sports

Illustrated Licensing Agreement”) with ABG-SI LLC (“ABG”), a Delaware limited liability company and indirect wholly-owned

subsidiary of Authentic Brands Group, pursuant to which we have the exclusive right and license in the United States, Canada, Mexico,

United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated (“Sports Illustrated”)

media business (in the English and Spanish languages), including to (i) operate the digital and print editions of Sports Illustrated

(including all special interest issues and the swimsuit issue) and Sports Illustrated for Kids , (ii) develop new digital media

channels under the Sports Illustrated brands, and (iii) operate certain related businesses, including without limitation, special interest

publications, video channels, bookazines, and the licensing and/or syndication of certain products and content under the Sports Illustrated

brand (collectively, the “Sports Illustrated Licensed Brands”).

initial term of the Sports Illustrated Licensing Agreement commenced on October 4, 2019 upon the termination of the Meredith License

Agreement (as defined below) and continues through December 31, 2029.

We have the option, subject to certain conditions, to renew the

term of the Sports Illustrated Licensing Agreement for nine consecutive renewal terms of 10 years each (collectively with the initial

term, the “Term”), for a total of 100 years.

The Sports Illustrated Licensing Agreement provides that we will pay to ABG

annual royalties in respect of each year of the Term based on gross revenues (“Royalties”) with guaranteed minimum annual

On the execution of the Sports Illustrated Licensing Agreement, we prepaid ABG $45,000,000 against future Royalties.

pay to us a share of revenues relating to certain Sports Illustrated business lines not licensed to us, such as all gambling-related

advertising and monetization, events, and commerce.

The two companies are partnering in building the brand worldwide.

to a publicly announced agreement, dated May 24, 2019, between ABG and Meredith Corporation (“Meredith”), an Iowa corporation,

Meredith previously operated the Sports Illustrated Licensed Brands under license from ABG (the “Meredith License Agreement”).

On October 3, 2019, we, and Meredith entered into a Transition Services Agreement and an Outsourcing Agreement (collectively, the “Transition

Agreement”), whereby the parties agreed to the terms and conditions under which Meredith continued to operate certain aspects of

the business, and provided certain services during the fourth quarter of 2019 as all activities were transitioned over to us.

these agreements, we took over operating control of the Sports Illustrated Licensed Brands, and the Transition Agreement was terminated.

of Subsidiaries

December 19, 2019, our wholly owned subsidiaries, Maven Coalition 1 and HubPages, were merged into another of our wholly owned subsidiaries,

On January 6, 2020, Say Media changed its name to Maven Coalition, Inc.

(the “Maven Coalition”).

Acquisition of Petametrics Inc.

March 9, 2020, we entered into an asset purchase agreement with Petametrics Inc., doing business as LiftIgniter, a Delaware corporation

(“LiftIgniter”), and Maven Coalition, whereby Maven Coalition purchased substantially all the assets of LiftIgniter’s

machine learning platform, which personalizes content and product recommendations in real-time.

The purchased assets included LiftIgniter’s

intellectual property and excluded certain accounts receivable.

Maven Coalition also assumed certain of LiftIgniter’s liabilities.

The purchase price consisted of:

(i) a cash payment of $184,087 on February 19, 2020, in connection with the repayment of certain of

its outstanding indebtedness;

(ii) a cash payment at closing of $131,202;

(iii) collections of certain accounts receivable;

first anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of our common stock;

and (v) on the second anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of

our common stock.

of College Spun Media Incorporation

June 4, 2021, we entered into a Stock Purchase Agreement (the “CS Purchase Agreement”) with Maven Media Brands, LLC, our

wholly owned subsidiary (“Maven Media”), College Spun Media Incorporated (“The Spun”), and it shareholders,

(the “Seller Parties”), pursuant to which, Maven Media acquired all of the issued and outstanding shares of capital stock

of The Spun (“The Spun Stock”).

to the terms and subject to the conditions set forth in the CS Purchase Agreement, in exchange for The Spun Stock, Maven Media

agreed to pay a purchase price, comprised of a cash payment of an aggregate of $11 million (the “Cash Payment”) and the issuance

of an aggregate of 4,285,714 restricted shares of our common stock (the “Stock Payment”), with one-half of the shares vesting

on the first anniversary of the closing date and the remaining one-half of the shares vesting on the second anniversary of the closing

The Cash Payment will be paid as follows:

(i) on the closing date, a cash payment of $10 million;

(ii) on the first anniversary

of the closing date, a cash payment of $500,000;

and (iii) on the second anniversary of the closing date, a cash payment of $500,000.

The Cash Payment is subject to a customary working capital adjustment based on cash and accounts receivable targets of The Spun

as of the closing.

Further, the vesting of the Stock Payment held by the Seller Parties is subject to the continued employment

of certain senior executives of The Spun.

executive offices are located at 225 Liberty Street, 27 th Floor, New York, New York 10281.

At our California and Seattle locations,

we carry out the software development and other operational activities.

Our current telephone number is (775) 600-2765.

Restructuring

October 11, 2016, Integrated and Maven Network entered into the Share Exchange Agreement that provided for each outstanding share of

common stock of Maven Network to be converted into 4.13607 shares of our common stock (the “Exchange Ratio”), and for each

outstanding warrant and stock option to purchase shares of common stock of Maven Network be cancelled in exchange for a warrant or stock

option to purchase shares of our common stock-based on the Exchange Ratio (the “Recapitalization”).

November 4, 2016, the consummation of the Recapitalization became effective and pursuant to the Recapitalization, we:

(i) issued to the

stockholders of Maven Network an aggregate of 9,533,355 shares of our common stock;

and (ii) issued to MDB Capital Group, LLC (“MDB”),

as an advisory fee, warrants to purchase 1,169,607 shares of our common stock.

Existing stock options to purchase 175,000 shares of our

common stock were assumed pursuant to the Recapitalization.

Maven Technology Platform

developed the Maven Platform, a proprietary online publishing platform that provides our owned and operated media businesses,

Publisher Partners, whom are third parties producing and publishing content on their own domains, and individual creators contributing

content to our owned and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused

content through tools and services provided by us.

We have also developed proprietary advertising technology, techniques and relationships

that allow us, our Publisher Partners and Expert Contributors to monetize online, editorially focused content

through various display and video advertisements and tools and services for driving a subscription or membership based business

and other monetization services (the “Monetization Solutions”

and, together with the Maven Platform, the “Maven

Platform Services”).

Maven Platform comprises state-of-the-art publishing tools, video platforms, commenting features, social distribution

channels, newsletter technology, machine learning content recommendations, notifications and other technology, that deliver a

complete set of features to drive a digital media business in an entirely cloud-based suite of services.

Our software engineering

and product development teams are experienced at delivering these services at scale.

We continue to develop the Maven Platform

software by combining proprietary code with components from the open-source community, plus select commercial services as well as identifying,

acquiring, and integrating other platform technologies, where we see unique long-term benefits to us.

Maven Platform Services include:

management, machine learning driven content recommendations, traffic redistribution, hosting and bandwidth;

(“Integrated”) in 1990.

On October 11, 2016,

Integrated and TheMaven Network, Inc.

(“Maven Network”) entered into a share exchange agreement (the “Share Exchange

Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common

stock for shares of common stock of Integrated.

On November 4, 2016, the parties consummated a recapitalization pursuant to the Share

Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated.

Integrated changed its name to theMaven,

on December 2, 2016.

2018, we acquired HubPages, Inc., a Delaware corporation (“HubPages”), and Say Media, Inc., a Delaware corporation

(“Say Media”).

Say Media changed its name on January 6, 2020 to Maven Coalition, Inc.

and then again on February 18, 2022

to The Arena Platform, Inc.

(“Arena Platform”).

In 2019, we acquired TheStreet.

Also, in 2019, we entered into a licensing

agreement, as amended by Amendment No.

1 dated September 1, 2019, Amendment No.

2 dated April 1, 2020, Amendment No.

3 dated July 28,

2020, Amendment No.

4 dated June 4, 2021, and side letter dated June 4, 2021 (collectively, the “Sports Illustrated Licensing Agreement”)

with ABG-SI LLC (“ABG”), pursuant to which we have the exclusive right and license in the United States, Canada, Mexico,

United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated media business (in the English and

Spanish languages), including to (i) operate the digital and print editions of Sports Illustrated (including all special interest issues

and the swimsuit issue) and Sports Illustrated for Kids, (ii) develop new digital media channels under the Sports Illustrated brands,

and (iii) operate certain related businesses, including without limitation, special interest publications, video channels, bookazines,

and the licensing and/or syndication of certain products and content under the Sports Illustrated brand.

2020, we acquired substantially all the assets of Petametrics Inc., doing business as LiftIgniter, a Delaware corporation (“LiftIgniter”).

In 2021, we acquired all of the issued and outstanding shares of capital stock of The Spun.

September 20, 2021, we re-branded to “The Arena Group.” Effective at 8:00 p.m.

Eastern Time on February 8, 2022, we changed

our formal corporate name to The Arena Group Holdings, Inc.

in conjunction with our filing a Certificate of Amendment and Certificate

of Corrections with the State of Delaware and obtaining approval from the Financial Industry Regulatory Authority (“FINRA”).

On February 9, 2022, our common stock began trading on the NYSE American.

developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses, Publisher Partners,

who are third parties producing and publishing content on their own domains, and individual creators contributing content to our owned

and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and

services provided by us.

We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher

Partners and Expert Contributors to monetize online, editorially focused content through various display and video advertisements and

tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions”

and, together with the Platform, the “Platform Services”).

Our Platform offers audiences bespoke content with optimized design

and page construction.

Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning

content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business

in an entirely cloud-based suite of services.

Our software engineering and product development teams are experienced at delivering these

services at scale.

We continue to develop the Platform software by combining proprietary code with components from the open-source community,

plus select commercial services as well as identifying, acquiring, and integrating other platform technologies, where we see unique long-term

benefits to us.

Platform Services include:

management, machine learning driven content recommendations, traffic redistribution, hosting

and bandwidth;

publishing, hosting, and player solution via an integrated set of third-party providers;

for our Publisher Partners as well as integration with leading analytics services like Google

subscriptions and membership with paywalls, exclusive member access, and metering, credit card processing and reporting;

subscriptions and membership with paywalls, exclusive member access, and metering, credit

card processing and reporting;

account management;

account migration to platform, including emails and membership data;

support team to train and support our Publisher Partners and staff (if applicable) on the Maven Platform;

serving, trafficking/insertion orders, yield management ,

and reporting and collection;

customer service and sales center to assist our Publisher Partners with customer support, sign-ups, cancellations, and “saves”;

support team to train and support our Publisher Partners and staff (if applicable) on the

● Advertising

serving, trafficking/insertion orders, yield management, and reporting and collection;

customer service and sales center to assist our Publisher Partners with customer support,

sign-ups, cancellations, and “saves;”

for maintaining evergreen content to Expert Contributors;

syndication integrations ( e.g., Apple News, Facebook Instant Articles, Google AMP, Google news, and RSS feeds);

syndication integrations (e.g., Apple News, Facebook Instant Articles, Google AMP, Google

news and RSS feeds);

data objects (i.e., structured elements such as recipes or products);

features , as they may be

added to the Maven Platform from time to time.

Platform Partners use the Maven Platform Services to produce, manage,

host and monetize their content in accordance with the terms and conditions of partner agreements between each of our Publisher

Partners and us (the “Partnership Agreements”).

Pursuant to the Partnership Agreements, we and our Publisher Partners

split revenue generated from the Maven Platform Services used in connection with the Publisher Partner’s content based on

certain metrics such as whether the revenue was from direct sales, was generated by our Publisher Partner or us, was generated

in connection with a subscription or a membership, was based on standalone or bundled subscriptions or whether the revenue

features, as they may be added to the Platform from time to time.

Platform partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and conditions

of partner agreements between each of our Publisher Partners and us (the “Partner Agreements”).

Our Publisher Partners

incur the costs with respect to creating their content;

thus, not requiring capital expenditures by us.

Pursuant to the Partner

Agreements, we and our Publisher Partners split revenue generated from the Platform Services used in connection with the Publisher Partner’s

content based on certain metrics such as whether the revenue was from direct sales, was generated by our Publisher Partner or us, was

generated in connection with a subscription or a membership, was based on standalone or bundled subscriptions or whether the revenue

was derived from affiliate links.

to the terms and conditions of each Partnership Agreement and in exchange for the Maven Platform Services, our Publisher Partners

grant us, for so long as our Publisher Partner’s assets are hosted on the Maven Platform, (i) exclusive control of ads.txt

with respect to our Publisher Partner’s domains and (ii) the exclusive right to include our Publisher Partner’s

website domains and related URLs in our coalition in a consolidated listing assembled by third party measurement companies such

as comScore, Nielsen and/or other similar measuring services selected by us.

As such, the Maven Platform serves as the primary digital

media and social platform with respect to each of our Publisher Partners’

website domains during the applicable term of

each Partnership Agreement.

to the terms and conditions of each Partner Agreement and in exchange for the Platform Services, our Publisher Partners grant

us, for so long as our Publisher Partner’s assets are hosted on the Platform, (i) exclusive control of ads.txt with respect to

our Publisher Partner’s domains and (ii) the exclusive right to include our Publisher Partner’s website domains and related

URLs in our coalition in a consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar

measuring services selected by us.

As such, the Platform serves as the primary digital media and social platform with respect to each

of our Publisher Partners’ website domains during the applicable term of each Partner Agreement.

Brands and Growth Strategy

growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that management believes

will expand the scale of unique users interacting on the Maven Platform.

In each vertical, we seek to build around a leading brand, such

as Sports Illustrated (for sports) and TheStreet (for finance), surround it with subcategory specialists, and further enhance coverage

with individual expert contributors.

The primary means of expansion is adding independent Publisher Partners and/or acquiring

publishers that have premium branded content and can broaden the reach and impact of the Maven Platform.

operate a best-in-class technology platform empowering premium publishers who impact, inform, educate, and entertain.

business model is to grow our Platform audience while striving to diversify revenue and drive gross margin through traditional media

brands as well as new digital-first brands.

We believe our vertical model allows us and our partners to leverage audience growth, technological

efficiencies and cost savings across all of our brands.

Our vertical model consists of (i) acquiring or partnering with powerful brands

that can offer our audience bespoke content and domain authority, (ii) forming key strategic partnerships with like-minded partners of

high-quality content, (iii) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance,

and (iv) growing our Publisher Partners on our network to expand our content offerings and add scale to the ecosystem.

In late 2021,

both Sports Illustrated and TheStreet increased its focus on producing data-driven breaking and trending news packaged specifically for

Facebook News.

growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that management believes will

expand the scale of unique users interacting on the Platform.

In each vertical, we seek to build around a leading brand, such as Sports

Illustrated (for sports) and TheStreet (for finance), surround it with subcategory specialists, and further enhance coverage with individual

Expert Contributors.

The primary means of expansion is adding independent Publisher Partners or acquiring publishers that have

premium branded content and can broaden the reach and impact of the Platform.

As our digital revenue and gross margin grows, we believe

we can further accelerate our growth.

Specifically, our 2022 growth initiatives include:

(i) increasing syndication of the content on

our Platform through the re-publishing the content on third-party websites, (ii) offering of podcasts and e-commerce through our Platform,

(iii) growing Sports Illustrated sportsbook (“SI Sportsbook”), (iv) acquiring or developing new verticals for our users,

and (v) continuing to identify and partner with new Publisher Partners.

operate a best-in-class digital media platform empowering premium publishers who impact, inform, educate, and entertain.

We operate the

media businesses for Sports Illustrated and TheStreet, and power more than 250 independent brands.

These brands range from niche media

businesses to world-leading independent publishers, operating on the Maven Platform, a shared digital publishing, monetization, and

distribution platform.

media businesses for Sports Illustrated and TheStreet, and power more than 200 independent brands, including Biography, History, and

the many team sports sites that comprise FanNation, among others.

These brands range from niche media businesses to world-leading independent

publishers, operating on the Platform, a shared digital publishing, monetization, and distribution platform.

assumed management of certain Sports Illustrated media assets (pursuant to the Sports Illustrated License Agreement) on October 4, 2019.

Sports Illustrated is owned by ABG, a brand development, marketing, and entertainment company that owns a global portfolio of media,

entertainment, and lifestyle brands.

Sports Illustrated is owned by ABG, a brand development, marketing, and entertainment company.

Since assuming management of the Sports Illustrated media assets, we have implemented significant

1 unchanged sentence

and continued success going forward.

and Cramer Digital

Sportsbook was launched in 2021 in Colorado.

We provide the content for SI Sportsbook and our partner, 888 Holdings PLC, one of

the world’s leading online betting and gaming companies, provides the gambling engine.

The SI Sportsbook covers the NFL, CFB, NCAAMB,

MLB, NBA, NHA, PGA, Horse Racing, UCF, Boxing.

The content we provide includes:

(i) Sports Illustrated winners club newsletter, live

NFL pre-game show and twitter spaces, (ii) NFL and CFB game betting previews and player props, (iii) five new betting articles series,

and (iv) four new video on-demand betting series.

SI Sportsbook intends to expand into additional markets by the end of 2023.

respect to Sports Illustrated Swim (“SI Swim”), we have continued to transition it to a female-focused lifestyle brand, with

the annual content release in July 2021.

With respect to our fan-facing event to celebrate our annual content release and ongoing digital

sponsorships, we partnered with Hard Rock, Diageo, and Vita Coco.

In addition, we partnered with iHeartMedia, Inc.

to co-produce original podcasts.

The iHeartPodcast Network will distribute the podcasts as well as distribute Sports Illustrated’s

existing podcasts across iHeartRadio and everywhere podcasts are heard.

is a leading financial news and information provider to investors and institutions worldwide and has produced business news and market

analysis for individual investors for more than 20 years.

TheStreet brings its editorial tradition, strong subscription platform, and

valuable membership base to us, and benefits from our mobile-friendly CMS, social, video, and monetization technology.

and stock market expert Jim Cramer, who co-founded TheStreet, and his team of financial experts continue their influential work with

As part of the closing of the TheStreet Merger, we entered into the Cramer Agreement with Mr.

Cramer, pursuant to which Mr.

Cramer and his production company, Cramer Digital, provides the Cramer Services, including certain content offerings under Mr.

Cramer’s

editorial control.

On April 6, 2021, Cramer Digital notified us that it would cancel the optional third year of the term of the Cramer

Agreement and we and Cramer Digital commenced negotiation of a new contract.

On August 7, 2021, we entered into an extension of the Cramer

Agreement to provide Mr.

Cramer's services through September 30, 2021.

Further, we are in discussions about an ongoing relationship.

acquired HubPages to enhance the user’s experience by increasing content, including from Expert Contributors.

analysis for individual investors.

TheStreet brings its editorial tradition, strong subscription platform, and valuable membership base

to us, and benefits from our mobile-friendly CMS, social, video, and monetization technology.

As we previously disclosed, our agreement

with Jim Cramer expired in September 2021 and we have refocused our efforts to broaden our targeted user base to a more diverse demographic

acquired HubPages to enhance the user’s experience by increasing content, including from individual creators contributing content

to our owned and operated sites.

HubPages operates a network of premium content channels that act as an open community for writers,

explorers, knowledge seekers, and conversation starters to connect in an interactive and informative online space.

HubPages operates

a network of 28 premium content channels that act as an open community for writers, explorers, knowledge seekers, and conversation starters

to connect in an interactive and informative online space.

HubPages operates in the United States.

acquired Say Media to enhance the user’s experience by increasing content.

Now fully integrated into the Maven Platform, Say

Media’s technology provides a comprehensive online media publishing platform and enables brand advertisers to engage today’s

social media consumer through rich advertising experiences across its network of web properties.

Say Media operated in the United

States and previously maintained subsidiaries located in the United Kingdom, Canada, and Australia.

in the United States.

acquired Arena Platform to enhance the user’s experience by increasing content.

Now fully integrated into the Platform, Arena Platform’s

technology provides a comprehensive online media publishing platform and enables brand advertisers to engage today’s social media

consumer through rich advertising experiences across its network of web properties.

Arena Platform operates in the United States.

provides a distribution and recommendation engine for premium publishers.

The LiftIgniter platform connects users efficiently to hundreds

of professional content creators, with custom recommendations of content aligned with users’

personal passions.

of professional content creators, with custom recommendations of content aligned with users’ personal passions.

Aided by machine-learning

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of premium journalists on a single platform by interconnecting them through unified content distribution.

Spun (thespun.com), founded in September of 2012, is an independent sports publication that brings readers the most interesting athletic

Spun (thespun.com), founded in September 2012, is an online independent sports publication that brings readers the most interesting athletic

stories of the day.

The Spun reaches approximately 15 million unique readers per month and focuses on the social media aspect of the

The Spun focuses on the social media aspect of the industry.

The former Chief Executive Officer of The Spun

is now serving as our Vice President of Growth for Sports, a role we believe will continue to assist us in growing our sports vertical

Publisher Partners

have multiple team specific and niche sports sites under the brand FanNation.

Additionally, Fadeaway World which is a sports-oriented

Publisher Partner, joined our Platform in May 2021, and is a fast-growing online basketball media brand focused on breaking news

and commentary.

have seven patent registrations in the United States in connection with our technology.

All of our patent registrations are owned by

Maven Coalition.

The patents expire at various times through

All of our patent registrations are owned by our wholly-owned subsidiary, Arena Platform.

and Key Design

currently have trademark registrations directed to our primary key design logo and the MAVEN name in the United States, Australia, China,

the European Union (the “EU”), the United Kingdom, India, Japan, and New Zealand, as well as international Madrid Protocol

registrations.

We have trademark applications directed to our primary key design logo and the MAVEN name pending in Canada.

currently have trademark registrations directed to our key design logo and the MAVEN name in the United States, Australia, China, the

European Union (the “EU”), the United Kingdom, India, Japan, and New Zealand, as well as international Madrid Protocol registrations.

We have a trademark application directed to our key design logo pending in Canada, and a trademark registration for the MAVEN name in

we have a United States trademark registration for the word mark MAVEN COALITION, trademark registrations in the EU and the United Kingdom

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We have trademark registrations

for the work mark A MAVEN CHANNEL in Australia, the EU, and the United Kingdom, and applications for the word mark A MAVEN CHANNEL pending

in Canada, Mexico, and New Zealand, as well as an international Madrid Protocol registration.

have trademark registrations for the word marks BULL MARKET FANTASY, LIFTIGNITOR, SAY DAILY, SAY MEDIA, STREETLIGHTNING, AND TEMPEST

in the United States and a trademark application for BULL MARKET FANTASY pending in Canada.

We have trademark applications for the word

marks THE ARENA, THE ARENA GROUP, AND SPORTSLIGHTNING pending in the United States.

have trademark registrations for the word marks THESTREET and THESTREET.COM, and for the related THE STREET design mark in the United

We have trademark registrations for the word marks ACTION ALERTS PLUS, ALPHA RISING, BANKING MY WAY, INCOME SEEKER, and REALMONEY

in the United States, and a trademark registration for MAIN ST and design mark in the United States.

have trademark registrations for the word mark HUBPAGES in the United States, Australia, China, the EU, the United Kingdom, Japan, the

Republic of Korea, Canada, Hong Kong, New Zealand, India, Peru, South Africa, Argentina, Brazil, Colombia, Indonesia, Mexico, and the

Philippines, as well as an international Madrid Protocol registration.

for the work mark A MAVEN CHANNEL in Australia, New Zealand, the EU, and the United Kingdom, and applications for the word mark A MAVEN

CHANNEL pending in Canada and Mexico, as well as an international Madrid Protocol registration.

The above trademark registrations are subject

to renewals at various times through 2031.

have trademark registrations for the word marks ACTION ALERTS PLUS, ALPHA RISING, BANKING MY WAY, BULL MARKET FANTASY, INCOME SEEKER,

LIFTIGNITOR, MAIN ST.

(logo), REAL MONEY, REALMONEY, STREETLIGHTNING, THE SPUN, TEMPEST, THESTREET, THESTREET.COM, and THE STREET (logo)

in the United States and a pending application for the word mark THESTREET SMARTS in the United States.

We also have trademark applications

for the marks ACTION ALERTS PLUS, BULL MARKET FANTASY, REAL MONEY, and THESTREET pending in Canada.

have trademark applications for the marks THE ARENA, THE ARENA GROUP, and THE ARENA GROUP (logo) pending in the United States.

have Madrid Protocol applications pending for the word mark THE ARENA GROUP and for THE ARENA GROUP logo mark, each seeking registration

of the marks in Australia, Canada, China, EU, Mexico, New Zealand, and the United Kingdom.

have a United States trademark registration for the word mark HUBPAGES, and trademark registrations for the HUBPAGES mark in Argentina,

Australia, Brazil, Canada, China, Colombia, the EU, Hong Kong, India, Indonesia, Japan, Mexico, New Zealand, Peru, Philippines, South

Korea, South Africa, and the United Kingdom, as well as an international Madrid Protocol registration.

continue to file updated trademark applications to reflect our branding evolution and intend to continue strengthening our trademark

portfolio as financial resources permit.

The above trademark registrations are subject

to renewals at various times through 2032.

Publisher Partners and Licensing

connection with our Partnership Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and

our affiliates own and retain (a) all right, title, and interest in and to the Maven Platform, Monetization Solutions and data

collected by us, and (b) we and our licensors’

trademarks and branding and all software and technology we use to provide and operate

the Maven Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and

interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each

Publisher Partner’s trademarks and branding.

expect to experience typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter

connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our

affiliates own and retain (a) all right, title, and interest in and to the Platform, other monetization services (“Monetization

Solutions”) and data collected by us, and (b) we and our licensors’ trademarks and branding and all software and technology

we use to provide and operate the Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right,

title, and interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each Publisher

Partner’s trademarks and branding.

experience typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter

and slower in the fiscal first quarter.

we believe that there are dozens of competitors delivering niche media content on the web and on mobile devices and an even broader array

we believe that there are many competitors delivering niche media content on the web and on mobile devices and an even broader array

of general media companies and major media brands.

All those competitors use mobile alerts, invest heavily in video, and leverage social

We believe that we have developed distribution, production, and technology tactics that are superior because our management team’s

tactics in the past with prior companies have proven to be highly engaging and effective for our particular model, which organizes channels

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Buzzfeed, Business Insider, et al.

niche content, leverages social, mobile, and video, and competes for ad dollars;

– niche content, leverages social, mobile, and video,

and competes for ad dollars;

CNN, ESPN, Yahoo!, Google, et al.

general content, major media companies, and competes for ad dollars;

Medium, RebelMouse, Arc –

content management software, open to all including experts and professionals, and competes for publishers;

and Future PLC –

competes for partners and ad dollars;

Twitter, Facebook, Reddit –

social platforms open to all including experts and professionals;

networks such as Liberty Alliance –

competes for ad dollars.

– general content, major media companies, and competes

for ad dollars;

Medium, RebelMouse, Arc – content management software, open to all including experts

and professionals, and competes for publishers;

and Future PLC – competes for partners and ad dollars;

Twitter, Facebook, Reddit – social platforms open to all including experts and professionals;

networks such as Liberty Alliance – competes for ad dollars.

addition, even though do not compete in the same market, we view Nexstar Media Group, Inc.

and Ziff Davis as peer companies for purposes

of comparing our performance.

believe that we compete on the basis of our technology, substantial scale in traffic, ease of use, recognized lead media brands, and

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of these laws and regulations often are uncertain, particularly in the new and rapidly evolving industry in which we operate.

number of government authorities, both in the United States and abroad, and private parties are increasing their focus on privacy issues

and the use of personal information.

All states have enacted some form of data privacy legislation, including data security and breach

notification laws in all 50 states, and some form of regulation regarding the collection, use and disclosure of personal information

at the federal level and in several states.

California has been the most active in the area of consumer privacy legislation, including

passing a comprehensive law requiring transparency, access, and choice known as the California Consumer Privacy Act of 2018 (the “CCPA”),

which was amended in November 2020 by a ballot measure known as the California Privacy Rights Act (the “CPRA”).

went into effect January 1, 2020, with enforcement having begun in June 2020.

The CPRA goes into effect over time, with enforcement to

begin July 2023.

Other states are also considering comprehensive consumer privacy legislation.

Certain states have also enacted legislation

requiring certain encryption technologies for the storage and transmission of personally identifiable information, including credit card

information, and more states are considering laws for or have enacted laws about information security, which may require the adoption

of written information security policies that are consistent with state laws if businesses have personal information of residents of

those states.

Data privacy and information security legislation is also being considered at the federal level, concerning the privacy

of individuals and use of internet and marketing information.

In the United States, the Federal Trade Commission (“FTC”)

and attorneys general in several states have oversight of business operations concerning the use of personal information and breaches

of the privacy laws under existing consumer protection laws.

In particular, an attorney general or the FTC may examine privacy policies

to ensure that a company discloses all material practices and fully complies with representations in the policies regarding the manner

in which the information provided by consumers and other visitors to a website is used and disclosed by it, and the failure to do so

could give rise to a complaint under state or federal unfair competition or consumer protection laws.

The California Attorney General

has begun aggressively investigating companies, especially those with websites, with respect to CCPA compliance and these investigations

reportedly include inquiries into issues for which there has not yet been clear guidance issued by the state, such as regarding third

party cookies that collect personal information from users when they visit our and other websites.

government authorities, both in the United States and abroad, and private parties are increasing their focus on privacy issues and the

use of personal information.

All states have enacted some form of data privacy legislation, including data security and breach notification

laws in all 50 states, and some form of regulation regarding the collection, use and disclosure of personal information at the federal

level and in several states.

California has been the most active in consumer privacy legislation, including passing a comprehensive law

requiring transparency, access, and choice known as the California Consumer Privacy Act of 2018 (the “CCPA”), which was amended

in November 2020 by a ballot measure known as the California Privacy Rights Act (the “CPRA”).

The CCPA went into effect January

1, 2020, with enforcement having begun in June 2020.

The CPRA goes into effect over time, with enforcement to begin July 2023.

states are also considering comprehensive consumer privacy legislation.

Certain states have also enacted legislation requiring certain

encryption technologies for the storage and transmission of personally identifiable information, including credit card information, and

more states are considering laws for or have enacted laws about information security, which may require the adoption of written information

security policies that are consistent with state laws if businesses have personal information of residents of those states.

and information security legislation is also being considered at the federal level, concerning the privacy of individuals and use of

internet and marketing information.

In the United States, the Federal Trade Commission (“FTC”) and attorneys general in several

states have oversight of business operations concerning the use of personal information and breaches of the privacy laws under existing

consumer protection laws.

In particular, an attorney general or the FTC may examine privacy policies to ensure that a company discloses

all material practices and fully complies with representations in the policies regarding the manner in which the information provided

by consumers and other visitors to a website is used and disclosed by it, and the failure to do so could give rise to a complaint under

state or federal unfair competition or consumer protection laws.

The California Attorney General has begun aggressively investigating

companies, especially those with websites, with respect to CCPA compliance and these investigations reportedly include inquiries into

issues for which there has not yet been clear guidance issued by the state, such as regarding third party cookies that collect personal

information from users when they visit our and other websites.

review our privacy policies and overall operations on a regular basis to ensure compliance with applicable United States federal and

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We launched a CCPA compliance program in January 2020 and at the end of 2020

reviewed the program and made adjustments to our privacy notice and compliance program practices to account for our evolving practices

and the new CCPA regulations, which were promulgated in July 2020 and continue to be subject to ongoing rulemaking.

We believe the position

we take regarding various CCPA issues, including third party cookies, is based on sound and good faith interpretations of the law based

on consultation with legal counsel.

However, there are conflicting interpretations of the law that have been adopted by various parties

in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues

might not be accepted by the State of California.

reviewed the program and adjusted our privacy notice and compliance program practices to account for our evolving practices and the new

CCPA regulations, which were promulgated in July 2020 and continue to be subject to ongoing rulemaking.

We believe the position we take

regarding various CCPA issues, including third party cookies, is based on sound and good faith interpretations of the law based on consultation

with legal counsel.

However, there are conflicting interpretations of the law that have been adopted by various parties in the digital

media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted

by the State of California.

addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services, and the laws in

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For instance, in May 2018, the General

Data Protection Regulation (the “GDPR”) went into effect in the EU and European Economic Area and Switzerland.

The GDPR includes

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Some rules call for more stringent age-verification techniques, attempt to mandate data retention or data

destruction by Internet providers, and impose civil and/or criminal penalties on owners or operators of social networking websites.

destruction by Internet providers, and impose civil or criminal penalties on owners or operators of social networking websites.

FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue

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protection authorities, take issue with any of our approaches to compliance, or if new laws, regulations or decisions regarding the collection,

storage, transmission, use and/or disclosure of personal information are implemented in such ways that impose new or additional technology

storage, transmission, use or disclosure of personal information are implemented in such ways that impose new or additional technology

requirements on us, limit our ability to collect, transmit, store and use or disclose the information, or if government authorities or

private parties challenge our data privacy and/or security practices that result in liability to, or restrictions, on us, or we experience

private parties challenge our data privacy or security practices that result in liability to, or restrictions, on us, or we experience

a significant data or information breach which would require public disclosure under existing notification laws and for which we may

be liable for damages and/or penalties.

be liable for damages or penalties.

governments of applicable jurisdictions might attempt to regulate our transmissions or levy sales or other taxes relating to our activities

even though we do not have a physical presence and/or operate in those jurisdictions.

even though we do not have a physical presence or operate in those jurisdictions.

As our platforms, products and advertisement activities

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we owe taxes.

total number of employees as of June 30, 2021 was 328, of which 290 were full-time employees.

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished

pursuant to Section 13 of the Exchange Act, are available free of charge after we electronically file or furnish them to the SEC.

SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers

that file electronically.

Concentration of Customer Risk

In fiscal 2021, we had sales to one customer that

comprised approximately 11.3% of our total revenue.

In fiscal 2020, we did not have any customers that comprised a significant portion

of our revenue.

total number of employees as of December 31, 2021, was 364, of which 333 were full-time employees and 21 were part-time employees.

26% of our workforce, or 96 employees, is represented by a union named The NewsGuild of New York, CWA Local 31003 (the “Guild”)

pursuant to a binding Memorandum of Agreement executed by and between the Guild and The Arena Media Brands, LLC (“Arena Media”)

on December 31, 2021 (the “MOA”), which covers Sports Illustrated editorial staff.

The MOA is intended to be finalized in

the form of a collective bargaining agreement in the second quarter of fiscal 2022.

The MOA comprehensively addresses the terms

of employment for covered employees and non-employees regarding, among other things, wages, raises, bonuses, severances, benefits, discipline

and the like.

We have incorporated the terms of the MOA into our fiscal 2022 employment practices.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business