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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 15, 2022

 

THE ARENA GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

delaware   1-12471   68-0232575

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Vesey Street, 24th Floor, New York, New York   10281
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 212-321-5002

 

 

(Former Name, or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name on exchange on which registered
Common Stock, par value $0.01 per share   AREN   NYSE American

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 8.01 Other Events

 

On February 15, 2022, we issued a press release announcing the closing of our previously announced underwritten public offering of an aggregate of 3,636,364 of shares of the Company’s common stock, par value $0.01 per share, at a public offering price of $8.25 per share. Pursuant to the terms of the Underwriting Agreement, dated February 10, 2022, by and between B. Riley Securities, Inc., as an underwriter and as representative of the other underwriters (the “Representative”), and us, we also granted the Representative a 30-day option to purchase up to 545,454 additional shares. The Representative has not exercised any portion of its option.

 

We received estimated gross proceeds of approximately $30.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company, or approximately $26.9 million, after deducting underwriting discounts and commissions and estimated offering expenses.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibits   Description of Exhibit
99.1   Press Release dated February 15, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  THEMAVEN, INC.
     
Dated: February 15, 2022 By: /s/ Douglas B. Smith
  Name: Douglas B. Smith
  Title: Chief Financial Officer