Arena Group Holdings, Inc.

Current report

We cannot guarantee that we will repurchase shares of our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value. Repurchases of shares of our common stock could also increase the volatility of the price of our common stock and could diminish our cash reserves.

Current report

On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock over the next 12 months. The timing and amount of repurchases of shares of our common stock, if any, will depend upon several factors, such as the market price of the common stock, corporate requirements, general market economic conditions and applicable legal requirements. We are not obligated to repurchase any specific number or amount of shares of common stock pursuant to the program, and we may suspend, modify or terminate the program at any time. Repurchases of shares of our common stock pursuant to the program could affect the price of shares of our common stock and increase its volatility. The existence of the program could cause the price of shares of our common stock to be higher than it would be in the absence of such a program and, if shares are repurchased in the program, it will reduce the market liquidity for our shares of common stock. Additionally, the program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities. There can be no assurance that any share repurchases will enhance long-term shareholder value, and the market price of our shares of common stock may decline below the levels at which we repurchased shares of our common stock.

Previous report

Our financial condition raises substantial doubt about our ability to continue as a “going concern” through one year from the date of the issuance of the financial statements contained herein if we are unable to rectify the recurrence of our net losses and reduce our working deficit.

Previous report

For the three months ended March 31, 2025, we had net income from continuing operations of $3,997, and as of March 31, 2025, had cash on hand of $2,902 and a working capital deficit of $80,622. Management has evaluated our net income from continuing operations and working capital deficit to determine if the significance of those conditions or events would limit our ability to meet our obligations when due, including under the Simplify Loan and Term Debt. In its evaluation, management determined that substantial doubt exists about our ability to continue as a going concern for a one-year period following the financial statement issuance date due to the historical recurring losses from continuing operations and working capital deficit.

Previous report

Our financial results have improved in recent periods due to headcount and consulting spend reductions. In addition, we plan to continue improving monthly financial performance through the reduction of costs and monthly cash requirements, maintain compliance with the terms of all outstanding debt agreements, and take actions to resolve current and potential future liabilities to alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, such as resolving pending litigation. However, there can be no assurance that we will be able to execute these plans. If we are unable to execute these plans, it could lead to selling assets and further reducing costs and cash requirements.