Item 1. Business
Item
1. Business
The
Arena Group Holdings, Inc. (the “Company,” “Arena Group,” “we,” “our,” or “us”),
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 publisher partners (each, a “Publisher
Partner”). 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 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.
The
Platform
We
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.
The
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.
The
Platform Services include:
● Content
management, machine learning driven content recommendations, traffic redistribution, hosting
and bandwidth;
● Video
publishing, hosting, and player solution via an integrated set of third-party providers;
● Dashboards
for our Publisher Partners as well as integration with leading analytics services like Google
Analytics;
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● User
account management;
● User
account migration to platform, including emails and membership data;
● Technical
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;
● Various
integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles,
Google AMP, Google news and RSS feeds); and
● Other
features, as they may be added to the Platform from time to time.
Our
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; 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 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.
Subject
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.
Our
Brands and Growth Strategy
Our
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.
Our
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), 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.
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Sports
Illustrated
In
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.
Since
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.
With
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.
SI
Sportsbook, an online sports betting app, was launched in 2021 in Colorado and has expanded to several states through the end of fiscal
2022. 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.
TheStreet
TheStreet
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.
The
Spun
The
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 Senior Vice President of Growth, a role we believe will continue to assist us in growing our
sports vertical business.
Parade
We
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.
Men’s
Journal
We
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.
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HubPages
HubPages
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.
Corporate
History
We
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,
Inc. on December 2, 2016.
On
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.
Intellectual
Property
We use proprietary technology
to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual property. We rely
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. copyright registrations and had unregistered copyrights in our software documentation, software code,
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.
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Our
Publisher Partners and Licensing
In
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.
Seasonality
We
do experience seasonality during the year, as a result of advertising seasonality and sports seasons and major sporting events. Advertising
typically peaks in the fourth quarter of our fiscal year as advertisers concentrate their budgets during the holiday season. This trend
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.
Competition
Currently,
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
subscribers.
The
web provides unlimited access to the market by niche or general media companies, so there are a large number and variety of direct competitors
of ours competing for audience and ad and membership dollars. The general business of online media, combined with some level or method
of leveraging community attracts many potential entrants, and in the future, there may be strong competitors that will compete with us
in general or in selected markets. These and other companies may be better financed and be able to develop their markets more quickly
and penetrate those markets more effectively. The following is a list of possible competitors and their respective categories:
● Vice,
Buzzfeed, Business Insider, et al. – niche content, leverages social, mobile, and video,
and competes for ad dollars;
● Fortune,
CNN, ESPN, Yahoo!, Google, et al. – general content, major media companies, and competes
for ad dollars;
● WordPress,
Medium, RebelMouse, Arc – content management software, open to all including experts
and professionals, and competes for publishers;
● Leaf
Group Ltd. and Future PLC – competes for partners and ad dollars;
● YouTube,
Twitter, Facebook, Reddit – social platforms open to all including experts and professionals;
and
● Affiliate
networks such as Liberty Alliance – competes for ad dollars.
In
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.
We
believe that we compete on the basis of our technology, substantial scale in traffic, ease of use, recognized lead media brands, and
platform evolution through a continuing development and acquisition program. We believe that our scale, methods, technology, and experience
enable us to compete for a material amount of market share of media dollars and membership revenue.
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Government
Regulations
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. and the
impact of regulatory changes cannot be predicted with certainty.
Several
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 U.S. states have enacted some form of data security legislation, including data breach notification
laws. 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.
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
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 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
laws. 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. We launched
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. 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. 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
about U.S. 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
of the GDPR. GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated
annual worldwide gross revenue).
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Social
networking websites are also under increasing scrutiny. Legislation has been introduced on the state and federal level that could regulate
social networking websites. Some rules call for more stringent age-verification techniques, attempt to mandate data retention or data
destruction by Internet providers, and impose civil or criminal penalties on owners or operators of social networking websites.
The
FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue
source for us, and Congress and state legislatures are frequently asked to regulate this type of advertising, including requiring consumers
to provide express consent for tracking purposes, so that advertisers may know their interests and are, therefore, able to serve them
more relevant, targeted ads. Targeted ads generate higher per impression fees than non-targeted ads. New laws, or new interpretations
of existing laws, could potentially place restrictions on our ability to utilize our database and other marketing data (e.g., from third
parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.
Legislation
concerning the above-described online activities has either been enacted or is in various stages of development and implementation in
other countries around the world and could affect our ability to make our websites available in those countries as future legislation
is made effective. It is possible that state and foreign governments might also attempt to regulate our transmissions of content on our
website or prosecute us for violations of their laws. United States law offers limited safe harbors and immunities to publishers for
certain liability arising out of user-posted content, but other countries do not. Further, there are a number of legislative proposals
in the United States and internationally, that could impose new obligations in areas affecting our business, such as liability for copyright
infringement by third parties and liability for defamation or other claims arising out of user-posted content. Our business could be
negatively impacted if applicable laws subject us to greater regulation or risk of liability.
Our
business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data
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 technological
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 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 or penalties.
Furthermore,
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 or operate in those jurisdictions. 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
as a foreign corporation in each of those jurisdictions and pay various taxes in those jurisdictions. We address state and local jurisdictions
where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that
we owe taxes.
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.
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Human
Capital Resources
Our
total number of employees as of December 31, 2021, was 400, of which 391 were full-time employees and 9 were part-time employees. Roughly
23% of our workforce, or 92 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 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. We
have incorporated the terms of the MOA into our fiscal 2022 employment practices.
Corporate
Culture
We
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
most. We are building out the pathways to passion – your ticket to continuous excitement.
We
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
We
believe that a workforce rich in diversity of thought, background, and experience helps us build a company and community where we can
all succeed. 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.
We
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.
Available
Information
We
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.
We
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.
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