What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-31 · 269 added, 296 removed, 106 unchanged (84% of the section changed)

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(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

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.

is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media

platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain.

Our strategy is to focus on key

subject matter verticals where audiences are passionate about a topic category (e.g., sports and finance) 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 for our media publisher partners

(each, a “Publisher Partner”).

Our focus is on leveraging our Platform and brands in targeted verticals to maximize audience

reach, enhance 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.

and operate TheStreet, The Spun, Parade, and Men’s Journal and power more than 320 independent Publisher Partners, including the

many sports team sites that comprise FanNation.

Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while 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 audience development expertise.

Additionally, we believe the lead brands within our

verticals, create a halo benefit for all Publisher Partners while each of them adds to the breadth and quality of content.

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

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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.

Partners, and our Expert Contributors to monetize editorially focused online 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

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account management;

account migration to platform, including emails and membership data;

account migration to our Platform, including emails and membership data;

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;

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

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

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

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.

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 investment 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.

Criteria include 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 third party licensing, 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

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(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.

Partner’s domains;

and (iv) the exclusive right to include our Publisher Partner’s website domains and related URLs in a

consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring services selected

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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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.

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.

We believe our vertical model allows us and our Publisher 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 custom 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.

growth strategy is to continue 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 leading brands, such as FanNation, Athlon Sports

or The Spun (for sports), TheStreet (for finance) and Parade and Men’s Journal (for lifestyle), surround them 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.

Specifically, our 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.

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.

(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) acquiring or developing

new verticals for our users, and (iv) continuing to identify and partner with new Publisher Partners.

Sports Vertical

2019, we launched our sports vertical by entering into a Licensing Agreement (as described below) with Authentic Brands Group

(“ABG”), pursuant to which we were granted the exclusive right and license in the United States, Canada, Mexico, the

United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated print and digital media business

under the Sports Illustrated brand.

While continuing to evolve and expand the sports business and leverage the Sports Illustrated

brand, in October 2020 we launched FanNation, a curated collection of independent sports journalists, each focused on a single

professional or leading collegiate sports team.

FanNation and other sports Publisher Partners helped to more than triple pageviews

in our sports vertical from 2020 to 2023.

In 2023 our sports Publisher Partners represented more than double the traffic of Sports

Illustrated internet domains.

Also driving the expansion in the sports vertical was the addition of The Spun and Athlon Sports.

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

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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.

Athlon Sports was acquired by us as part of the Parade acquisition in April 2022.

It had been a print-only property

publishing newsstand magazines covering the various drafts and both professional and collegiate sports.

We leveraged its expertise and

appeal on-line as part of our sports vertical and today it is a significant part of our digital sports presence.

further described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K, in connection

with our failure to make a quarterly payment due ABG pursuant to the Licensing Agreement for the Sports Illustrated media business,

of approximately $3,750,000, on January 18, 2024, ABG notified the Company of its intention to terminate our Licensing Agreement,

effective immediately, for the Sports Illustrated media business, dated June 14, 2019, by and between us and ABG (as amended to

date, the “Licensing Agreement”).

Upon such termination, a fee of $45.0 million became immediately due and payable by us

to ABG pursuant to the terms and conditions of the Licensing Agreement.

In addition, upon termination of the Licensing Agreement,

all outstanding and unvested warrants to purchase shares of our common stock issued to ABG in connection with the Licensing

Agreement became immediately vested and exercisable.

On March 18, 2024, ABG announced it had reached an agreement in principle with

a third party that will become the new operator of the Sports Illustrated media business.

We are engaging in continuing discussions

with ABG and the third party regarding the timing and terms of the transition of the Sports Illustrated component of the business to

the aforementioned third party.

We will continue to operate our sports vertical led by FanNation, The Spun, Athlon Sports, and the other sports

Publisher Partners.

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, a subscription platform, and valuable membership base to us,

and benefits from our mobile-friendly Content Management System, social, video, and monetization technology.

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

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In the fourth

quarter of 2022, we discontinued the Parade print business.

quarter of 2022, we discontinued the Parade print business, including the print operations of Parade, and the Relish and Spry Living print

products that were acquired as part of the Parade acquisition.

See Note 3, Discontinued Operations in our accompanying consolidated

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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,

stock of Maven Network for shares of common stock of Integrated.

On November 4, 2016, the parties consummated a re-capitalization 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.

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.

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

On February 9, 2022, our common stock began trading on the NYSE American under the trading symbol “AREN”.

use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual

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.

of December 31, 2023, we had seven issued patents in the United States, all expiring by 2033.

of December 31, 2023, we also owned approximately 1,300 U.S.

documentation, software code, marketing materials, and website content that we developed, and owned over 1,600 registered domain names.

As of December 31, 2023, we also owned approximately 160 U.S.

trademark registrations, 29 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.

trademark applications, and 89 issued foreign

trademark registrations and 16 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.

registered trademarks are all subject to maintenance or renewal at various times through 2033.

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

Publisher Partners and Licensing

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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

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:

Buzzfeed, Business Insider, et al.

– 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.

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

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.

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.

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.

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).

Capital Resources

total number of employees as of December 31, 2023 was 448, of which 441 were full-time employees and seven were part-time employees.

As of December 31, 2023 approximately 18% of our workforce, or 82 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 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 incorporated the terms of the MOA into our fiscal 2023

employment practices.

January 2024, we announced a reduction to our workforce of approximately one-third of our employees in order to reduce costs and achieve

profitability.

This included all 82 employees represented by the Guild.

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.

Equity, and Inclusion

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

In December 2022, 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 met monthly to share employee experiences, identify opportunities to improve our culture, and advise senior leadership on

how to direct an annual DEI budget.

As a result of feedback from the Council, a sample of outcomes include attendance at multiple conferences

led by diverse journalism organizations, hosted panels internally ranging from celebration of identities to supporting mental health,

and the creation of the framework for our 2024 monthly DEI learning and discovery series.

experience seasonality as a result of advertising seasonality, sports seasons and major sporting events.

Advertising typically peaks

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

This trend is magnified

by professional sports and college football seasons, which account for a significant portion of our advertising revenue during that period

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

tennis and cycling events create increased traffic at the time of these 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 overall and the

advertisers who desire to reach them.

We have developed a playbook that leverages our 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 improve distribution.

The iconic brands leading each of

our verticals, such as Athlon Sports, FanNation, The Spun, TheStreet and Men’s Journal, leverage this playbook to deliver a highly engaging and

effective experience for our users, advertisers and subscribers.

Internet allows theoretically unlimited market access for niche or general media companies resulting in a large number and variety of

participants competing directly for audiences, ad spend and membership revenues.

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

Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media,

mobile, and video to compete for ad dollars;

CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content

which compete for ad dollars;

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

and professionals, which compete for publishers;

And Future PLC, which compete for partners and ad dollars;

Twitter, Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars;

networks such as Liberty Alliance, which compete for ad dollars.

addition, we view Nexstar Media Group, Inc.

and Ziff Davis as peer companies for purposes of performance comparisons even though we do

not consider them direct competitors.

believe that our technology, our substantial scale in traffic, the ease of use of our Platform, our well-known lead media brands, and

the continuing development and evolution of our Platform and an acquisition program provides us with a basis to compete effectively for

market share in terms of ad spend and membership revenue.

operations are subject to many United States federal and state laws and regulations that involve data privacy, data protection,

rights of publicity, content regulation, intellectual property, or other subjects.

The application and interpretation of these laws and

regulations often are uncertain and the impact of regulatory changes cannot be predicted with certainty.

government authorities, both in the United States and abroad are increasing their focus on privacy issues and the use of personal information.

states have enacted some form of data security legislation and there are several federal laws governing data privacy.

number of U.S.

states have enacted laws regarding the collection, use and disclosure of personal information such 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.

As more states consider or enact laws about information security, companies may be required to adopt written

information security policies consistent with state laws.

federal 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 and may examine privacy policies to ensure that a company discloses

all material practices and fully complies with representations in the policies regarding the use of personal information and the failure

to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.

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 adopted law 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 that in some jurisdictions

are stricter than the laws in the United States.

For example, the General Data Protection Regulation (the “GDPR”) includes

operational requirements for companies that receive or process personal data of residents of the European Union (“EU”).

EU countries are considering or have passed legislation implementing additional data protection requirements that could increase the

cost and complexity of delivering our services.

The GDPR also includes certain requirements regarding notification of data processing

obligations or security incidents to appropriate data protection authorities.

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

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 European Economic Area 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.

GDPR also convers a private right of action to lodge complaints with supervisory authorities to

seek judicial remedies and obtain compensation for damages for 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).

networking websites are also under increasing scrutiny.

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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.

Any such regulation would likely be an impediment to our business.

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

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parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.

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.

concerning the above-described online activities could affect our ability to make our websites available in certain 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, legislative proposals in the

United States and internationally 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.

business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data

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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.

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.

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.

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.

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

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.

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

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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