Item 1.01 Entry into a Material Definitive Agreement.
As disclosed in a Current Report on Form 8-K filed on
After entering into the Extended Rights Agreement, the Company learned that
certain affiliates B. Riley Financial, Inc. ("B. Riley") had acquired additional
shares of Common Stock of the Company while the Rights Agreement was in place.
Based in part on discussions with
The Company and
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Standstill Agreement, which are incorporated by reference to Exhibits 4.1 and 10.1 hereof, respectively.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
The Company expects to file a Certificate of Elimination as soon as practicable
with the Secretary of State of the
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is provided herewith as Exhibit 3.1 and incorporated into this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1* Certificate of Elimination, dated as ofJuly 18, 2022 4.1* Amendment No. 1 to the Amended and Restated Rights Agreement, dated as ofJuly 15, 2022 , by and between TheArena Group Holdings, Inc. andAmerican Stock Transfer & Trust Company, LLC 4.2 Amended and Restated Rights Agreement, dated as ofMay 2, 2022 , between TheArena Group Holdings, Inc. , andAmerican Stock Transfer & Trust Company, LLC , as Rights Agent, which includes the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit B, which was filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K, dated as ofMay 3, 2022 10.1* Standstill Agreement, datedJuly 15, 2022 , by and among TheArena Group Holdings, Inc. , B. Riley Financial, Inc.,B. Riley Securities, Inc. ,B. Riley Principal Investments, LLC ,BRF Investments, LLC ,Bryant R. Riley and their affiliates and subsidiaries 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
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