PAAI 10-Q

Arena Group Holdings, Inc. (PAAI)

10-Q 2026-05-11 For: 2026-03-31

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Added on May 11, 2026

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			Page Number

PART I - FINANCIAL INFORMATION			4

Item 1. Condensed Consolidated Financial Statements (Unaudited)			4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27

Item 3. Quantitative and Qualitative Disclosures About Market Risk			36

Item 4. Controls and Procedures			37

PART II - OTHER INFORMATION			39

Item 1. Legal Proceedings			39

Item 1A. Risk Factors			39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39

Item 3. Defaults Upon Senior Securities			39

Item 4. Mine Safety Disclosures			39

Item 5. Other Information			40

Item 6. Exhibits			40

SIGNATURES			43


Delaware			68-0232575
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

200 Vesey Street, 24th Floor New York, New York			10281
(Address of principal executive offices)			(Zip Code)


			PAGE
Condensed Consolidated Balance Sheets – As of March 31, 2026 (Unaudited) and December 31, 2025			5
Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2026 and 2025			6
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) - Three Months Ended March 31, 2026 and 2025			7
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2026 and 2025			8
Notes to Condensed Consolidated Financial Statements (Unaudited)			9


	As of
	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	11,230	$	10,338
Accounts receivable (net of allowances of $1,169 and $1,255 at March 31, 2026 and December 31, 2025, respectively)	18,149		22,270
Prepayments and other current assets	3,125		3,022

Total current assets	32,504		35,630
Property and equipment, net	56		56
Operating lease right-of-use assets	1,957		2,031
Platform development, net	9,506		9,762
Acquired and other intangible assets, net	21,519		22,412
Other long term assets	133		137
Goodwill	42,575		42,575
Total assets	$	108,250	$	112,603
Liabilities and stockholders’ deficiency
Current liabilities:
Accounts payable	$	3,063	$	1,676
Accrued expenses and other	5,354		7,631
Unearned revenue	2,468		3,251
Subscription and returns reserve liability	580		508
Operating lease liability, current portion	413		402
Liquidated damages payable	3,610		3,535



Total current liabilities	15,488		17,003
Unearned revenue, net of current portion	35		43
Operating lease liability, net of current portion	1,963		2,071

Deferred tax liabilities	591		733

Term debt	97,592		97,578
Total liabilities	115,669		117,428
Commitments and contingencies (Note 18)



Stockholders' deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,602,790 and 47,594,930 shares at March 31, 2026 and December 31, 2025, respectively	482		482
Additional paid-in capital	349,262		349,198
Accumulated deficit	(357,163)		(354,505)
Total stockholders’ deficiency	(7,419)		(4,825)
Total liabilities and stockholders’ deficiency	$	108,250	$	112,603


	Three Months Ended March 31,
	2026		2025

Revenue	$	20,406	$	31,815
Cost of revenue (includes amortization of platform development and developed technology for the three months ended March 31, 2026 and 2025 of $1,050 and $1,276, respectively.	13,325		16,146
Gross profit	7,081		15,669
Operating expenses
Selling and marketing	1,851		2,134
General and administrative	4,641		5,283
Depreciation and amortization	893		890

Total operating expenses	7,385		8,307
Income (loss) from operations	(304)		7,362
Other (expense) income

Interest expense, net	(2,421)		(3,004)
Liquidated damages	(75)		(75)
Total other expense	(2,496)		(3,079)
Income (loss) before income taxes	(2,800)		4,283
Income tax benefit (provision)	142		(286)
Income (loss) from continuing operations	(2,658)		3,997
Income from discontinued operations, net of tax	—		23
Net income (loss)	$	(2,658)	$	4,020
Basic net income (loss) per common share (Note 1):
Continuing operations	$	(0.06)	$	0.08
Discontinued operations	—		—
Basic net income (loss) per common share	$	(0.06)	$	0.08
Diluted net income (loss) per common share (Note 1):
Continuing operations	$	(0.06)	$	0.08
Discontinued operations	—		—
Diluted net income (loss) per common share	$	(0.06)	$	0.08
Weighted average number of common shares outstanding (Note 1):
Basic	47,490,739		47,458,076
Diluted	47,490,739		47,466,658


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Common Stock			Common To Be Issued
	Shares	Par Value		Shares	Par value		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficiency

Balance at January 1, 2026	47,594,930	$	482	2,701	$	—	$	349,198	$	(354,505)	$	(4,825)

Issuance of common stock for restricted stock units	7,860	—		—	—		—		—		—


Stock-based compensation	—	—		—	—		64		—		64
Net loss	—	—		—	—		—		(2,658)		(2,658)
Balance at March 31, 2026	47,602,790	$	482	2,701	$	—	$	349,262	$	(357,163)	$	(7,419)



	Three Months Ended March 31, 2026		Year Ended December 31, 2025
Allowance for credit losses beginning of year	$	1,255	$	1,458
Additions	32		614
Deductions - write-off	(118)		(817)
Allowance for credit losses end of period	$	1,169	$	1,255




Platform development beginning of period	$	38,499
Capitalized costs	769
Less dispositions	(26,858)
Total capitalized costs	12,410


Platform development end of period	$	12,410


	As of March 31, 2026						As of December 31, 2025
	Carrying Amount		Accumulated Amortization		Net Carrying Amount		Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	—	$	—	$	—	$	17,333	$	(17,333)	$	—
Brand name	14,265		(4,587)		9,678		15,115		(5,118)		9,997
Trade name	4,433		(1,366)		3,067		5,181		(2,052)		3,129
Subscriber relationships	2,150		(1,775)		375		2,150		(1,634)		516
Advertiser relationships	14,519		(6,120)		8,399		14,519		(5,749)		8,770
Database	—		—		—		1,140		(1,140)		—
Digital content	—		—		—		355		(355)		—
Total intangible assets	$	35,367	$	(13,848)	$	21,519	$	55,793	$	(33,381)	$	22,412


Years Ending December 31,
2026 (remaining nine months of the year)	$	489
2027	652
2028	652
2029	652
2030	597

Thereafter	—
Minimum lease payments	3,042
Less imputed interest	(666)
Present value of operating lease liabilities	2,376
Current portion of operating lease liabilities	413
Long-term portion of operating lease liabilities	1,963
Total operating lease liabilities	$	2,376


	As of March 31, 2026
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	—	$	—	$	15
Series H convertible preferred stock	567		574		966		2,107
Convertible debentures (2)	—		144		111		255
Series J convertible preferred stock (2)	152		152		210		514
Series K convertible preferred stock (2)	166		70		483		719
Total	$	900	$	940	$	1,770	$	3,610


			●			a provision for the Company to enter into Delayed Draw Term Notes (as described below);

			●			a provision where the Company added $13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind;

			●			a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

			●			an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

			●			interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

			●			a maturity date of December 31, 2027, subject to certain acceleration conditions; and

			●			the Company to enter into the 2022 Bridge Notes for $36,000 (as further described below).


			●			an interest rate of 10.0% per annum, subject to adjustment in the event of default;

			●			interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and

			●			a maturity date on December 31, 2027, subject to certain acceleration terms.


	Three Months Ended March 31,
	2026	2025

Financing Warrants (1)	—	39,774
ABG Warrants (1)	—	999,540
AllHipHop Warrants (1)	—	5,682
Publisher Partner Warrants (1)	—	9,800
Restricted stock units	7,863	10,558
Common stock options	3,067,825	3,206,826
Anti-dilutive securities, excluded	3,075,688	4,272,180


	As of
	March 31, 2026		December 31, 2025
Office equipment and computers	$	1,777	$	1,777
Leasehold improvements	54		54
Furniture and fixtures	133		133
	1,964		1,964
Less accumulated depreciation and amortization	(1,908)		(1,908)
Net property and equipment	$	56	$	56


	As of March 31, 2026						As of December 31, 2025
	Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value
Senior Secured Notes, effective interest rate of 10.1% as of March 31, 2026, as amended	$	55,328	$	(70)	$	55,258	$	55,328	$	(80)	$	55,248
Delayed Draw Term Notes, effective interest rate of 12.6% as of March 31, 2026, as amended	3,531		(8)		3,523		3,531		(9)		3,522
2022 Bridge Notes, effective interest rate of 11.5% as of March 31, 2026, as amended	31,772		(21)		31,751		31,772		(24)		31,748
2023 Notes, effective interest rate of 12.4% as of March 31, 2026, as amended	7,060		—		7,060		7,060		—		7,060
Total	$	97,691	$	(99)	$	97,592	$	97,691	$	(113)	$	97,578



	Restricted Stock		Equity Plans		Warrants		Totals
Unrecognized compensation cost	$	25	$	247	$	—	$	272
Expected weighted-average period expected to be recognized (in years)	0.16		2.89		0		2.64


			●			an interest rate fixed at 10.0% per annum (as amended from interest that was payable in cash at an interest rate of 12% per annum quarterly; with interest rate increases of 1.5% per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment, (as further described below);

			●			a maturity date of December 31, 2027, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes; and

			●			an election to prepay the 2022 Bridge Notes, at any time, in whole or in part with no premium or penalty.


			●			an interest rate fixed at 10.0% per annum;

			●			a maturity date of December 31, 2027; and

			●			an election to prepay the 2023 Notes, at any time, at 100% of the principal amount due with no premium or penalty.


	Three Months Ended March 31, 2025
	Restricted Stock		Equity Plans		Warrants		Totals
Cost of revenue	$	—	$	66	$	3	$	69
Selling and marketing	6		20		—		26
General and administrative	44		43		—		87
Total costs charged to operations	50		129		3		182
Capitalized platform development	—		14		—		14
Total stock-based compensation	$	50	$	143	$	3	$	196


	Three Months Ended March 31, 2026
	Sports & Leisure		Finance		Lifestyle		Platform & Other		Total
Digital advertising	$	3,145	$	3,088	$	4,244	$	884
Digital subscriptions	—		750		—		67
Publisher revenue	2,116		566		1,019		550
Performance Marketing	711		776		1,024		(1)
Other digital revenue	195		36		21		954
Total digital revenue	6,167		5,216		6,308		2,454
Print revenue	59		—		201		1
Total revenue	6,226		5,216		6,509		2,455		$	20,406

Less: (1)
External Cost of Content	899		753		1,110		930
Internal Cost of Content	1,558		1,011		1,378		296
Technology costs	744		151		238		147
Print, distribution and fulfillment costs	1		—		151		—
Other segment items (2)	12		—		—		625
Segment gross profit	$	3,012	$	3,301	$	3,632	$	457	10,402


Reconciliation of Segment Gross Profit to Loss Before Income Taxes:
Less unallocated cost of revenue amounts:
Internal cost of content	479
Technology costs	1,792
Amortization of developed technology and platform development	1,050
Selling and marketing	1,851
General and administrative	4,641
Depreciation and amortization	893
Interest expense, net	2,421
Loss on impairment of assets	—
Change in valuation of contingent consideration	—
Liquidated damages	75
Total unallocated costs	13,202
Loss before income taxes	$	(2,800)


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change
Revenue	$	20,406	$	31,815	$	(11,409)	-35.9	%
Cost of revenue	13,325		16,146		(2,821)		-17.5	%
Gross profit	7,081		15,669		(8,588)		-54.8	%
Operating expenses
Selling and marketing	1,851		2,134		(283)		-13.3	%
General and administrative	4,641		5,283		(642)		-12.2	%
Depreciation and amortization	893		890		3		0.3	%
Loss on impairment of assets	—		—		—		—	%
Total operating expenses	7,385		8,307		(922)		-11.1	%
Income (loss) from operations	(304)		7,362		(7,666)		-104.1	%
Total other expense	(2,496)		(3,079)		583		18.9	%
Income (loss) before income taxes	(2,800)		4,283		(7,083)		-165.4	%
Income tax benefit (provision)	142		(286)		428		149.7	%
Income (loss) from continuing operations	(2,658)		3,997		(6,655)		166.5	%
Income from discontinued operations, net of tax	—		23		(23)		-100.0	%
Net income (loss)	$	(2,658)	$	4,020	$	(6,678)	-166.1	%


			●			does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;
			●			does not reflect income tax provision or benefit, which is a noncash income or expense;
			●			does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;
			●			does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;
			●			does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;
			●			does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);
			●			does not reflect any losses from the impairment of assets, which is a noncash operating expense;
			●			does not reflect any losses from the sale of assets, which is a noncash operating expense
			●			does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act;
			●			does not reflect payments related to employee severance and employee restructuring changes for our former executives;
			●			does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and
			●			may not reflect proper non direct cost allocations.


			(1)			Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $14 and $31 for amortization of debt discounts for the three months ended March 31, 2026 and 2025 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.
			(2)			Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,050 and $1,276 for the three months ended March 31, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $893 and $890 for the three months ended March 31, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.
			(3)			Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
			(4)			Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet.


Period	Total number of shares (or units) purchased	Average price paid per share (1)	Total number of shares purchased as part of publicly announced plans or programs (2)	Maximum number of shares that may yet be purchased under the plans or programs (2)
Jan 1- Mar 31, 2026	0	$—	0	3,000,000
Total	0	$—	0	3,000,000


Exhibit Number						Description of Document
2.1						Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.
2.2						Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.
2.3						Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.
2.4						Third Amendment to Agreement and Plan of Merger, dated as of June 30, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.
2.5						Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.
2.6						Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.
2.7						Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.
2.8						Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.
2.9						Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.
2.10						Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.
2.11						Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.
2.12						Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
2.13						Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023.


2.14						Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 17, 2024.
3.1						Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.
3.2						Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021.
3.3						Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.
3.4						Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.
3.5						Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.
3.6						Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.
3.7						Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.
3.8						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.
3.9						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.
3.10						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
4.1						Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996.
4.2						Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.
4.3						Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.1						Amendment No. 2 to Loan Documents among the Company, certain of its subsidiaries and Simplify Inventions, LLC dated December 31, 2025, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
10.2						Amendment No. 4 to Note Purchase Agreement among the Company, certain of its subsidiaries and Renew Group Private Limited dated December 31, 2025, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
31.1*						Chief Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Chief Executive Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Principal Financial Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*						Inline XBRL Taxonomy Extension Schema Document


101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document


	The Arena Group Holdings, Inc.

Date: May 11, 2026	By:	/s/ PAUL EDMONDSON
		Paul Edmondson
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 11, 2026	By:	/s/ GEOFFREY WAIT
		Geoffrey Wait
		Principal Financial Officer