UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 31, 2023, The Arena Group Holdings, Inc. (the “Company”) entered into common stock purchase agreements (collectively, the “Common Stock Purchase Agreement”) with certain purchasers, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 2,963,918 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”). The Shares will be sold to the purchasers at a price per share of $3.88 per share. The net proceeds from the Offering, after deducting estimated expenses, are expected to be approximately $11.3 million. The Company intends to use the net proceeds from the Offering, together with existing cash and cash equivalents, for working capital and other general corporate purposes. The Common Stock Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. No underwriter or placement agent participated in the Offering.
The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2022 (File No. 333-268487), which the SEC declared effective on December 1, 2022, and a related prospectus supplement.
The Company expects to close the Offering on or around April 3, 2023, subject to the satisfaction of customary closing conditions.
The form of Common Stock Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Common Stock Purchase Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Fenwick & West LLP, relating to the legality of the issuance and sale of the Common Stock in the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 5.1 | Opinion of Fenwick & West LLP. | |
| 10.1 | Form of Common Stock Purchase Agreement. | |
| 23.1 | Consent of Fenwick & West LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 31, 2023 | THE ARENA GROUP HOLDINGS, INC. | |
| By: | /s/ Douglas B. Smith | |
| Name: | Douglas B. Smith | |
| Title: | Chief Financial Officer | |