What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-01 · 283 added, 282 removed, 119 unchanged (83% of the section changed)

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(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

is a tech-powered 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

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 publisher partners (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 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.

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

than 40 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”), Parade Media (“Parade”), Men’s Journal and power more than 225 independent

Publisher Partners, including the many sports team sites that comprise FanNation.

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, social media, ad monetization and subscription marketing, 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 content.

While the Publisher Partners benefit from these critical performance improvements they also may save

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

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

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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;

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

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

● 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);

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

integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles,

Google AMP, Google news and RSS feeds);

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

Publisher 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;

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 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.

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 criteria such as whether the revenue was from direct or programmatic advertising sales, was generated by our

Publisher Partner or us, was generated in connection with a subscription or a membership, was generated from syndicating or licensing

the content to third-parties, or whether the revenue was derived from affiliate links.

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) the right to use, host, store, cache, reproduce, publish,

publicly display, distribute, transmit, modify, adapt and create derivative works of the content provided by the Publisher Partner to

provide, maintain and improve the Platform Services;

(ii) use, publicly display, distribute and transmit the name, logo, and trademarks

of the Publisher Partner to identify them as users of the Platform Services;

(iii) exclusive control of ads.txt with respect to our Publisher

Partner’s domains and (iv) 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

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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.

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.

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

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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.

Illustrated (for sports), TheStreet (for finance) and Parade and Men’s Journal (for lifestyle), 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 2023 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 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.

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

changes to rebuild the historic brand and beacon of sports journalism, to evolve and expand the business, and to position it for growth

and continued success going forward.

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.

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

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.

Aided by machine-learning

technology, publishers can identify and target those interested in their content.

LiftIgniter activates the value of hosting hundreds

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

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

stories of the day.

(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.

2019, we entered into a licensing agreement, as amended (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.

ABG is a brand development, marketing, and entertainment company.

assuming management of the Sports Illustrated media assets in October 2019, we have implemented significant changes to rebuild the historic

brand and beacon of sports journalism, to evolve and expand the business, and to position it for growth and continued success going forward.

respect to Sports Illustrated Swim (“SI Swim”), we have transitioned to a female-focused lifestyle brand, with the annual

content release in May 2022.

Our fan-facing event to celebrate the 2022 annual content release and ongoing digital sponsorships was held

over several nights in May 2022 and we partnered with Hard Rock, Maybelline, Celsius, Frida Mom and others.

Sportsbook, an online sports betting app, was launched in 2021 in Colorado and has expanded to several states through the end of fiscal

Pursuant to a licensing agreement, we provide 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, which it makes available to users in certain states in which

it is registered.

is a leading financial news and information provider to investors and institutions worldwide and produces business news and market analysis

for individual investors.

TheStreet has a strong editorial tradition, robust subscription platform, and valuable membership base to us,

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

Spun, founded in September 2012, and acquired by us in June 2021, is an online independent sports publication that brings readers the

most interesting athletic stories of the day.

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.

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 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

for the word mark THEMAVEN, and a United States trademark registration for the word mark A MAVEN CHANNEL.

We have trademark registrations

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.

The former Chief Executive

Officer of The Spun is now serving as our Senior Vice President of Growth, a role we believe will continue to assist us in growing our

sports vertical business.

acquired Parade, a premium-branded company in April 2022 which helped to expand our digital audience reach.

Parade has become the anchor

of our new lifestyle vertical, and Athlon Sports, one of Parade’s premium-brands, has expanded our sports vertical.

In the fourth

quarter of 2022, we discontinued the Parade print business.

See Note 3, Discontinued Operations in our accompanying consolidated

financial statements for additional information.

acquired the digital assets of Men’s Journal from Weider Publications, a subsidiary of A360 Media, LLC in December 2022 to supplement

our growing lifestyle vertical.

This suite of digital assets provides our audience with access to premium active lifestyle brands including

Men’s Journal, Men’s Fitness, Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.

enhances the user’s experience by including content from individual creators to the HubPages network of premium content channels

that are owned and operated by Arena.

These channels, such as PetHelpful, dengarden and Fashionista, act as an open community for writers,

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

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

(“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.

September 20, 2021, we re-branded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena

Group Holdings, Inc.

in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware

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

We use proprietary technology

to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual property.

on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish and protect

our intellectual property.

We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into

confidentiality and proprietary rights agreements to control access to our proprietary information.

These laws, procedures and restrictions

provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or

misappropriated.

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United

States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

As of December 31, 2022, we had 7 issued patents in the United States,

all expiring by 2033.

As of December 31, 2022, we also owned

approximately 1,300 U.S.

marketing materials, and website content that we develop, and owned over 1,600 registered domain names.

As of December 31, 2022, we

also owned 165 U.S.

trademark registrations, 15 pending U.S.

trademark applications, and 88 issued foreign trademark registrations

and 20 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United

States and other countries to promote our brands.

Our registered trademarks

are all subject to renewal at various times through 2033.

We will continue to file updated trademark applications in the United

States and abroad to reflect our branding evolution and to continue strengthening our trademark portfolio as financial resources permit.

From time to time we also expect to file additional patents and copyrights.

Publisher Partners and Licensing

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 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

into interest groups, led by key brands, such as Sports Illustrated in the sports vertical and TheStreet in the finance vertical.

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 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.

do experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events.

typically peaks in the fourth quarter of our fiscal year as advertisers concentrate their budgets during the holiday season.

is magnified as it also includes the professional sports and college football seasons, which account for a significant portion of our

advertising revenue during that period of the year.

Other sporting events such as the Super Bowl, Winter and Summer Olympics, soccer’s

World Cup, and major golf, tennis and cycling events create increased traffic surrounding the respective events.

we believe that there are many competitors delivering media content in the verticals that we serve on the web and on mobile devices and

an even broader array of general media companies and major media brands that compete for the attention of users and the advertisers who

desire to reach them.

We have developed a playbook that leverages our state-of-the-art platform to optimize the performance of both our

owned and operated and our Publisher Partners’ properties.

The playbook is a set of processes, procedures and tactics that help

improve the consumer experience, develop a greater organic audience reach, apply data management and artificial intelligence tools, optimize

monetization and leverage content through syndication and improved distribution.

This all happens within our vertical structure, which

leverages the iconic brands leading each vertical to deliver a highly engaging and effective experience for our users, advertisers and

web provides unlimited access to the market by niche or general media companies, so there are a large number and variety of direct competitors

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These and other companies may be better financed and be able to develop their markets more quickly

and penetrate those market more effectively.

and penetrate those markets more effectively.

The following is a list of possible competitors and their respective categories:

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enable us to compete for a material amount of market share of media dollars and membership revenue.

operations are subject to a number of United States federal and state laws and regulations that involve privacy, rights of publicity,

data protection, content regulation, intellectual property, or other subjects.

Many of these laws and regulations are still evolving

and being tested in courts and could be interpreted in ways that could harm our business.

In addition, the application and interpretation

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

Our operations are subject to a number of United States federal and

state laws and regulations that involve data privacy, data protection, rights of publicity, content regulation, intellectual property,

or other subjects.

Many of these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that

could harm our business.

In addition, the application and interpretation of these laws and regulations often are uncertain, particularly

in the new and rapidly evolving industry in which we operate.

We continue to monitor existing and pending laws and regulations.

impact of regulatory changes cannot be predicted with certainty.

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

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

There are a number of federal laws governing data privacy, and a growing number of U.S.

states have enacted laws regarding the

collection, use and disclosure of personal information.

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 by the California Privacy Rights Act (the “CPRA”) which went into effect January 1, 2020, with enforcement

beginning in June 2023.

In addition to California, certain states have already enacted (e.g.

VA, CO, CT, and UT) comprehensive consumer

privacy legislation and numerous others have introduced or are considering similar legislation.

Certain states, such as Massachusetts,

have also enacted legislation requiring that companies have written information security programs to protect certain personal data, 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

state laws, and to the extent applicable, any foreign laws.

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

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

some jurisdictions outside of the United States are stricter than the laws in the United States.

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

operational requirements for companies that receive or process personal data of residents of the EU that include significant penalties

for non-compliance.

In addition, some EU countries are considering or have passed legislation implementing additional data protection

requirements or requiring local storage and processing of personal data or similar requirements that could increase the cost and complexity

of delivering our services.

How the GDPR will be fully applied to online services, including cookies and digital advertising, is still

being determined through ongoing rulemaking and evolving interpretation by applicable authorities.

We operate a GDPR compliance program

that we believe, based on our good faith interpretation of the GDPR in consultation with counsel, is consistent with our obligations

under that law.

The highest court in the EU recently ruled that the United States/EU Privacy Shield was inadequate under GDPR and questioned

the viability or legality of any EU to United States personal data transfer methods.

We are working to address this issue, for instance,

including standard contractual clauses as part of our Data Processing Agreements, and we continue to monitor the development of EU to

United States personal data transfer methods and the law relating thereto.

networking websites are under increasing scrutiny.

Data privacy and information security legislation is also being considered

at the federal level.

In the United States, the Federal Trade Commission (“FTC”) and state attorneys general have oversight

of business operations concerning the use of personal information and breaches of the privacy laws under existing consumer protection

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 visitors to a website

is used and disclosed, and the failure to do so could give rise to penalties under state or federal unfair competition or consumer protection

The California Attorney General has begun aggressively investigating companies, especially those with websites, with respect to

CCPA compliance, and these investigations 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.

We review our privacy policies and overall operations on a regular

basis to ensure compliance with applicable United States federal and state laws, and to the extent applicable, any foreign laws.

a CCPA compliance program in January 2020, and have expedited it to cover CPRA as well.

On an annual basis we review the program and adjust

our privacy notice and compliance program practices to account for our evolving practices and the CCPA/CPRA regulations, which were first

promulgated in July 2020 and continue to be subject to ongoing rulemaking.

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.

In 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 some jurisdictions outside of the United States are stricter than

the laws in the United States.

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 operational requirements for companies that receive or process

personal data of residents of the EU that include significant penalties for non-compliance.

In addition, some EU countries are considering

or have passed legislation implementing additional data protection requirements or requiring local storage and processing of personal

data or similar requirements that could increase the cost and complexity of delivering our services.

The GDPR also includes certain requirements

regarding the security of personal data and notification of data processing obligations or security incidents to appropriate data protection

authorities or data subjects, as well as requirements for establishing a lawful basis on which personal data can be processed.

GDPR will be fully applied to online services, including cookies and digital advertising, is still being determined through ongoing rulemaking

and evolving interpretation by applicable authorities.

On June 16, 2020, the Court of Justice of the European Union (“CJEU), declared

the E.U.-U.S.

Privacy Shield framework (“Privacy Shield”) to be invalid.

As a result, Privacy Shield is no longer a valid

mechanism for transferring personal data from the E.E.A.

to the United States.

We are addressing this issue, for instance, by including

standard contractual clauses as part of our Data Processing Agreements;

however, it is uncertain whether the standard contractual clauses

will also be invalidated by the European courts or legislature, which seems possible given the rationale behind the CJEU’s concerns

law and practice on government surveillance.

GDPR also convers a private right of action on data subjects and consumer associations

to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations

GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated

annual worldwide gross revenue).

networking websites are also under increasing scrutiny.

Legislation has been introduced on the state and federal level that could regulate

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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 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 technological

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

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

As our platforms, products and advertisement activities

As our platforms, products and advertising activities

are available over the Internet anywhere in the world, multiple jurisdictions may claim that we are required to qualify to do business

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we owe taxes.

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.

Currently, we carry cybersecurity and business interruption coverage

to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us

against claims related to a cybersecurity breach and related business and system disruptions.

We cannot be certain that such potential

losses will not exceed our policy limits, insurance will continue to be available to us on economically reasonable terms, or at all, or

any insurer will not deny coverage as to any future claim.

In addition, we may be subject to changes in our insurance policies, including

premium increases or the imposition of large deductible or co-insurance requirements.

Capital Resources

total number of employees as of December 31, 2021, was 400, of which 391 were full-time employees and 9 were part-time employees.

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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.

the form of a collective bargaining agreement during fiscal 2023.

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.

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

like to say that The Arena Group is where the action is - where passion drives each of us.

The things we love are what keep us coming

back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire

We are building out the pathways to passion – your ticket to continuous excitement.

are working to build and sustain a company culture that enables our employees to show up as their best, whole selves;

to communicate,

collaborate, and innovate with their colleagues, no matter where they are located;

and to learn, grow, and belong.

DEI Initiatives

believe that a workforce rich in diversity of thought, background, and experience helps us build a company and community where we can

This year, we launched our first company-wide Diversity, Equity, and Inclusion (“DEI”) Council – comprised

of 18 employees with a variety of identities and backgrounds that also represented as wide a selection as possible across brands, functions,

and tenures at Arena, and most importantly, represented a clear commitment to diversity and inclusion at our company.

The Council meets

monthly, and meets with and advises senior leadership on how to direct an annual DEI budget.

expect to launch our first company-wide engagement survey in 2023, alongside multi-faceted efforts to build and sustain an inclusive

culture of feedback and engagement.

The feedback from this survey will help us prioritize our best next steps in continued improvement

of our workplace community.

file our annual, periodic and current reports, and other required information, electronically with the SEC.

The SEC maintains a website

at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically.

We also make available on our website at www.thearenagroup.net, free of charge, copies of these reports and other information as soon

as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

use our website, blog, press releases, public conference calls and public webcasts as means of disclosing material non-public information

and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed

to be material information.

As such, we encourage investors, the media, and others to follow the channels listed above and to review

the information disclosed through such channels.

The contents of the websites referred to above are not incorporated into this filing.

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