The Arena Group Holdings Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number001-12471 THE ARENA GROUP HOLDINGS, INC.(Exact name of registrant as specified in its charter) Delaware68-0232575(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐ Large accelerated filer☐ Smaller reporting company☒ Non-accelerated filer☒ Emerging growth company☐ If emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐or No☒ As of June 28, 2024, which was the last business day of the registrant’s most recently completed second fiscal quarter for fiscal 2024, the aggregatemarket value of the common stock held by non-affiliates was $9,882,347. This calculation is based upon the closing price of the common stock of$0.77 per share on that date, as reported by the NYSE American. As of April 7, 2025, the Registrant had47,560,952shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 daysafter the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect toinformation specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement shall not be deemed to be filed as parthereof. Form 10-K Table of Contents PagePart I.4Item 1.Business4Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments25Item 1C.Cybersecurity25Item 2.Properties26Item 3.Legal Proceedings26Item 4.Mine Safety Disclosure27Part II.27Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.[Reserved]28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk41Item 8.Financial Statements and Supplementary Data41Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure41Item 9A.Controls and Procedures41Item 9B.Other Information43Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections43Part III.43Item 10.Directors, Executive Officers and Corporate Governance43Item 11.Executive Compensation43Item 12.Security Owners