Arena : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On March 13, 2024, The Arena Group Holdings, Inc. (the "Company") entered into a loan agreement (the "Loan Agreement"), by and between the Company and Simplify Inventions, LLC (the "Simplify Loan"), which will provide for up to $25 million of borrowings to be used for working capital and general corporate purposes. The Simplify Loan bears interest at a rate of 10% per annum, payable monthly in arrears unless otherwise demanded by the lender, and will mature on March 13, 2026. The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations. Upon the closing, the Company borrowed approximately $7.7 million, of which approximately $3.4 million was used to repay the outstanding loan balance, accrued interest, certain fees and contingency reserves under its financing and security agreement dated February 2020 (as amended, the "FSA") with SLR Digital Finance LLC ("SLR"). The FSA between the Company and SLR was simultaneously terminated. The remaining $4.3 million of the initial borrowing under the Simplify Loan was used for working capital and general corporate purposes.

The foregoing description of the Simplify Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the related promissory note, the continuing unconditional guaranty, and the pledge and security agreement entered into between the Company, certain of its subsidiaries and Simplify, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3.