SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED
Pursuant to § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)*
The Arena Group Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
040044109
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 30, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 040044109
| 1 | NAMES OF REPORTING PERSONS |
| B. Riley Financial, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC, AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 0 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☒ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.0%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| HC |
| * | Percent of class is calculated based on 23,834,891 shares of common stock, par value $0.01 (the “Common Stock”), of The Arena Group Holdings, Inc. (the “Issuer”) outstanding as of November 10, 2023 as reported by the Issuer on its Form 10-Q filed with the U.S. Securities and Exchange Commission on November 14, 2023 (the “10-Q”). |
| (1) | Excludes 28,409 shares of Common Stock issuable upon exercise of the Warrants held by BRF Investments, LLC (“BRFI”). |
2
CUSIP No. 040044109
| 1 | NAMES OF REPORTING PERSONS |
| B. Riley Securities, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.0%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| BD |
| * | Percent of class is calculated based on 23,834,891 shares of Common Stock of the Issuer outstanding as of November 10, 2023 as reported by the Issuer on the 10-Q. |
3
CUSIP No. 040044109
| 1 | NAMES OF REPORTING PERSONS |
| BRF Investments, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 0 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☒ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.0%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| * | Percent of class is calculated based on 23,834,891 shares of Common Stock of the Issuer outstanding as of November 10, 2023 as reported by the Issuer on the 10-Q. |
| (1) | Excludes 28,409 shares of Common Stock issuable upon exercise of the Warrants held by BRFI. |
4
CUSIP No. 040044109
| 1 | NAMES OF REPORTING PERSONS |
| Bryant R. Riley | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| PF, AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 62,500 | ||
| 8 | SHARED VOTING POWER | |
| 0 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 62,500 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 62,500 (1) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☒ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 0.3%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| * | Percent of class is calculated based on 23,834,891 shares of Common Stock of the Issuer outstanding as of November 10, 2023 as reported by the Issuer on the 10-Q. |
| (1) | Excludes 28,409 shares of Common Stock issuable upon exercise of the Warrants held by BRFI. |
5
This Amendment No. 11 (this “Amendment No. 11”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on November 27, 2020, as amended by Amendment No. 1 to Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2021, and by Amendment No. 2 to Schedule 13D, filed with the SEC on October 13, 2021, and by Amendment No. 3 to Schedule 13D, filed with the SEC on October 29, 2021, by Amendment No. 4 to Schedule 13D, filed with the SEC on February 15, 2022, by Amendment No. 5 to Schedule 13D, filed with the SEC on February 22, 2022, by Amendment No. 6 to Schedule 13D, filed with the SEC on July 18, 2022, by Amendment No. 7 to Schedule 13D, filed with the SEC on December 30, 2022, by Amendment No. 8 to Schedule 13D, filed with the SEC on March 31, 2023, by Amendment No. 9 to Schedule 13D, filed with the SEC on June 27, 2023, and by Amendment No. 10 to Schedule 13D, filed with the SEC on August 16, 2023 (as amended, the “Schedule 13D”). Except as amended in this Amendment No. 11, the Schedule 13D remains in full force and effect. Terms defined in the Schedule 13D are used in this Amendment No. 11 as so defined, unless otherwise defined in this Amendment No. 11.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On November 30, 2023, Bryant R. Riley, BRS, BRFI and BRPI, and certain other sellers (collectively, “Sellers”), on the one hand, and Simplify Inventions, LLC (“Simplify”) entered into that certain Stock Purchase and Assignment Agreement (“Stock Purchase Agreement”), pursuant to which the Sellers sold an aggregate of 9,408,115 shares of the Common Stock of the Issuer for aggregate consideration of $27,283,533.50. Following the consummation of the transactions consummated by the Stock Purchase Agreement, and as of the date hereof, BRF Finance, BRS, BRFI and BRPI no longer beneficially own any Common Stock of the Issuer (other than in respect of the Warrants), and the Reporting Persons no longer beneficially own more than five percent of the Common Stock of the Issuer.
On November 30, 2023, BRF Finance , which is under common control with the Reporting Persons, and Renew Group Private Limited (“Renew”) entered into that certain Securities Purchase and Assignment Agreement (“Debt Purchase Agreement”), pursuant to which BRF Finance sold and assigned to Renew all of BRF Finance’s rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the senior secured notes purchased thereunder and the collateral securing such senior secured notes. Following the consummation of the transactions consummated by the Debt Purchase Agreement, and as of the date hereof, the Reporting Persons no longer beneficially own any debt securities of the Issuer.
As of November 30, 2023, Daniel Shribman, Chief Investment Officer of BRF, and Todd Sims, President of B. Riley Venture Capital, a subsidiary of BRF, resigned as members of the board of directors of the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
| 1. | As of the date of hereof, BRS, BRFI and BRPI no longer beneficially own directly any shares of the issued and outstanding Common Stock of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock underlying the shares the Warrants directly held by BRFI. The Series H Preferred Stock held by BRPI and BRFI was previously converted into shares of Common Stock, which are included in the sale transactions reported in Annex I. |
| 2. | BRF is the parent company of BRS, BRFI and BRPI. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by BRS, BRFI and BRPI. |
| 3. | Bryant R. Riley may be deemed to beneficially own 62,500 shares of Common Stock held as sole trustee of the Robert Antin Children Irrevocable Trust representing 0.3% of the Issuer’s Common Stock outstanding. Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock beneficially owned by BRS, BRFI and BRPI, and disclaims beneficial ownership of the shares held by BRS, BRFI, and BRPI, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. |
6
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons (subject to the Beneficial Ownership Limitation, to the extent applicable). The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own or control.
| (c) | The disclosures set forth in Item 4 are hereby incorporated by reference. |
| (d) | Not applicable. |
| (e) | As of November 30, 2023, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The disclosures set forth in Item 4 are hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
| Exhibit | ||
| Number | Description | |
| 6* | Stock Purchase Agreement, dated as of November 30,2023 | |
| 7* | Securities Purchase and Assignment Agreement, dated as of November 30,2023 |
| * | Attached herewith. |
7
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: December 4, 2023 | ||
| B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Co-Chief Executive Officer | |
| B. RILEY SECURITIES, INC. | ||
| By: | /s/ Andrew Moore | |
| Name: | Andrew Moore | |
| Title: | Chief Executive Officer | |
| BRF INVESTMENTS, LLC | ||
| By: | /s/ Phillip Ahn | |
| Name: | Phillip Ahn | |
| Title: | Authorized Signatory | |
| /s/ Bryant R. Riley | ||
| Bryant R. Riley | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional Misstatements or Omissions of Fact Constitute Federal Criminal Violations (see 18 U.S.C. 1001)
8
SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
| Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
| Bryant
R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Thomas
J. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Phillip
J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. | 30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Kenneth
Young President |
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Alan
N. Forman Executive Vice President, General Counsel and Secretary |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299
Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Howard
E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. | 30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Robert
L. Antin1 Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Tammy
Brandt Director |
Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Robert
D’Agostino2 Director |
President of Q-mation, Inc., a supplier of software solutions | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée
E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund | 11100
Santa Monica Blvd. |
United States | |||
| Randall
E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm | 11100
Santa Monica Blvd. |
United States | |||
| Michael
J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired | 11100
Santa Monica Blvd. |
United States | |||
| Mimi
Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States |
| 1 | As of the date hereof, Robert L. Antin directly owned 37,500 shares of Common Stock. The aggregate purchase price of the 37,500 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $309,375. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
| 2 | As of the date hereof, Robert D’Agostino directly owned 62,500 shares of Common Stock. The aggregate purchase price of the 62,500 shares of Common Stock that were purchased by Robert D’Agostino with personal funds is approximately $515,625. Robert D’Agostino has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
9
ANNEX I
Transactions within the Past 60 Days
Trade Date | Transaction | Amount of Securities | Price per Share of Common Stock | Reporting Person | ||||||||
| 11/30/2023 | Sale | 5,323,282 | $ | 2.90 | BRF Investments, LLC | |||||||
| 11/30/2023 | Sale | 363,246 | $ | 2.90 | B. Riley Securities, Inc. | |||||||
| 11/30/2023 | Sale | 29,342 | $ | 2.90 | B. Riley Principal Investments, LLC | |||||||
| 11/30/2023 | Sale | 1,684,147 | $ | 2.90 | Bryant R. Riley | |||||||
10