UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Simplify Loan Amendment
On December 31, 2025, The Arena Group Holdings, Inc. (the “Company”) entered into an amendment (the “Simplify Amendment”) to its loan agreement dated March 13, 2024, as amended on August 19, 2024, with Simplify Inventions, LLC (“Simplify”) as lender (the “Simplify Loan”). As amended, the Simplify Loan provides for up to $25 million of borrowings, reduced from $50 million, and will mature on December 31, 2027.
The foregoing description of the Simplify Loan and the Simplify Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Simplify Amendment, a copy of which is filed herewith as Exhibit 10.1.
Amendment to Renew Note Purchase Agreement
On December 31, 2025, the Company entered into an amendment (the “Renew Amendment”) to its Third Amended and Restated Note Purchase Agreement dated December 15, 2022, as amended on August 14, 2023, December 1, 2023 and July 12, 2024, with Renew Group Private Limited (“Renew”), as lender (the “Renew Loan”). As amended, the Renew Loan will mature on December 31, 2027. At the time of execution, the Company made a $13.0 million payment to reduce the outstanding principal balance of the Renew Loan.
The foregoing description of the Renew Loan and the Renew Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Renew Amendment, a copy of which is filed herewith as Exhibit 10.2.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Simplify Amendment and the Renew Amendment is also responsive to Item 2.03 and incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On January 7, 2026, the Company issued a press release the Simplify Amendment and the Renew Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 2 to Loan Documents among the Company, certain of its subsidiaries and Simplify Inventions, LLC dated December 31, 2025. | |
| 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. | |
| 99.1 | Press release issued on January 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE ARENA GROUP HOLDINGS, INC. | ||
| Dated: January 7, 2026 | ||
| By: | /s/ Paul Edmondson | |
| Name: | Paul Edmondson | |
| Title: | Chief Executive Officer | |