UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 001-12471
THE ARENA GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 68-0232575 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
| | |
200 Vesey Street | | |
24th Floor | | |
New York, New York | | 10281 |
(Address of principal executive offices) | | (Zip Code) |
(212) 321-5002
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | AREN | | NYSE American |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ | Accelerated filer ☒ | |
| | |
Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| | |
Emerging growth company ☐ | | |
If emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No ☒
As of June 30, 2025, which was the last business day of the registrant’s most recently completed second fiscal quarter for fiscal 2025, the aggregate market value of the common stock held by non-affiliates was $81,343,120. This calculation is based upon the closing price of the common stock of $6.20 per share on that date, as reported by the NYSE American.
As of March 16, 2026, the Registrant had 47,602,790 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of The Arena Group Holdings, Inc. (the “Company,” “we”, “us”, or “our”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 (the “Original Form 10-K”).
This Amendment is being filed to include the information required by Item 10 – “Directors, Executive Officers and Corporate Governance”, Item 11 – “Executive Compensation”, Item 12 – “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, Item 13 – “Certain Relationships and Related Transactions, and Director Independence” and Item 14 – “Principal Accountant Fees and Services” of Part III of Form 10-K. The reference on the cover page of the Original Form 10-K to the incorporation by reference of portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV of the Original Form 10-K are amended and restated in their entirety as set forth in this Amendment. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, in connection with this Amendment, our Chief Executive Officer and Principal Financial Officer Rule 13a-14(a) certifications are filed herewith.
Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10- K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K.
Form 10-K
Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The following table includes the names, ages and titles of our directors and executive officers. Directors are to be elected each year by our stockholders at an annual meeting. Each director holds his or her office until his or her successor is elected and qualified or resignation or removal. Executive officers are appointed by our Board of Directors. Each executive officer holds his or her office until he or she resigns or is removed by our Board of Directors or his or her successor is appointed and qualified.
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Name | | Age | | Current Title | | Dates in Position or Office |
Paul Edmondson | | 51 | | Chief Executive Officer(1) | | February 12, 2025 – Present |
Manoj Bhargava | | 72 | | President, former Interim Chief Executive Officer(2) | | April 26, 2024 – Present(3) |
Geoffrey Wait | | 39 | | Principal Financial Officer(3) | | August 6, 2024 – Present |
Cavitt Randall | | 48 | | Chairman of the Board and Director(4) | | December 1, 2023 - Present |
H. Hunt Allred | | 41 | | Director(5) | | October 7, 2021 – Present |
Lynn Petersmarck | | 53 | | Director(6) | | April 28, 2025 – Present |
(1)Mr. Edmondson was appointed as interim Chief Executive Officer on February 12, 2025 and full Chief Executive Officer on March 3, 2025. Previously Mr. Edmondson was our President, Platform from February 2021 to February 2024 and President from October 2019 to February 2021. He also held the title of Chief Operating Officer from August 2018 until December 2019.
(2)Mr. Bhargava held the title of Interim Chief Executive Officer from December 11, 2023 until January 4, 2024, and the title of Co-President from February 16, 2024 through April 26, 2024 and has served as President since such date.
(3)Mr. Wait was appointed as the Principal Financial Officer on August 6, 2024. Previously, Mr. Wait served as a senior financial advisor to the Company since June 2024.
(4)Mr. Randall was appointed Chairman of our Board of Directors on January 23, 2024. Mr. Randall previously held the title of Chief Executive Officer on an interim basis from February 13, 2024 until April 19, 2024.
(5)Mr. Allred was appointed to our Board of Directors on October 6, 2021.
(6)Ms. Petersmarck was appointed to our Board of Directors on April 28, 2025.
On April 28, 2025, Messrs. Fowler, Petzel and Zola and Ms. Lee resigned as members of our Board of Directors. Their resignations were not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. On the same day, the Board appointed Ms. Petersmarck.
Former Officers and Directors
The following table includes the names, ages, and titles of our directors and executive officers who served as a director or executive officer during fiscal 2025, but who no longer serve as an executive officer or a director.
| | | | | | | | | | | | | | | | | | | | |
Name | | Age | | Former Title | | Dates in Position or Office |
Sara Silverstein | | 45 | | Chief Executive Officer | | April 19, 2024 – February 12, 2025 |
Laura Lee | | 50 | | Director | | October 7, 2021 – April 28, 2025 |
Christopher Petzel | | 54 | | Director | | October 7, 2021 – April 28, 2025 |
Christopher Fowler | | 67 | | Director | | December 1, 2023 – April 28, 2025 |
Carlo Zola | | 48 | | Director | | June 11, 2021 – April 28, 2025 |
Biographical and Related Information – Directors and Executive Officers
The following is an overview of the biographical information for each of our current directors and executive officers, including the year they became directors or officers, to the extent applicable, their principal occupations or employment for at least the past five years, and certain of their other directorships.
Executive Officers
Manoj Bhargava has served as President since April 26, 2024. He served as the Company’s Interim Chief Executive Officer from December 11, 2023 until January 4, 2024 and as Co-President from February 16, 2024 through April 26, 2024. Mr. Bhargava is the control person of Simplify Inventions LLC, a Delaware limited liability company (“Simplify”). Mr. Bhargava is the Founder of Innovation Ventures LLC (5-hour ENERGY) and has served as its Chief Executive Officer since its inception. Mr. Bhargava founded 5-hour ENERGY in 2000 and has grown 5-hour ENERGY to annual retail sales over $1 billion. Mr. Bhargava has extensive management, operations and marketing experience, which he has applied to numerous new business start-ups including a water filtration company, an R&D shop and an investment company. Mr. Bhargava is a distinguished philanthropist and the founder of several charities.
Paul Edmondson was appointed as interim Chief Executive Officer on February 12, 2025. On March 3, 2025, the interim status was removed, and Mr. Edmondson was appointed as full Chief Executive Officer. Previously he served as our President of Platform since February 2021, when we split our President role into two separate officer roles. As President of Platform, Mr. Edmondson oversaw our Platform business, which offers the core content management system, programmatic advertising technology and multitenant subscription stack for publishers serving partner publishers and our owned and operated properties and oversaw our Adventure Network, HubPages properties and Sports & Leisure business. Prior to this appointment, he had served as our President since October 2019. Prior to that, Mr. Edmondson served as our Chief Operating Officer from August 2018 to December 2019. Mr. Edmondson joined our Company in January 2018 with our acquisition of HubPages, Inc. (“HubPages”), where he had served as Founder and Chief Executive Officer since 2006. Prior to HubPages, he served as the Group Product Manager for Microsoft Corporation’s MSN Entertainment, having joined Microsoft Corporation in 2000 through its acquisition of MongoMusic, Inc. Prior thereto, he developed applications for Hewlett-Packard Company.
Geoffrey Wait has served as the Principal Financial Officer since August 6, 2024. Mr. Wait served as a senior financial advisor to the Company since June 2024 and, from April 2024 through June 2024, served as Controller at Simplify Inventions, LLC, an affiliate of the Company. Prior to that, he served in various capacities at American Axle & Manufacturing, Inc. beginning in 2016, including most recently as Plant Finance Manager since March 2019. Mr. Wait began his career at Grant Thornton LLP from 2010 to 2016, most recently serving as a Manager. He has a Bachelor of Arts – Accounting and a Master of Science – Accounting, both from Michigan State University and is a Certified Public Accountant.
Board of Directors
Cavitt Randall has served as one of our directors since December 2023. Mr. Randall also served as our Chief Executive Officer on an interim basis from February 13, 2024 until April 19, 2024. Since August 2022, Mr. Randall has served as the Chief Executive Officer of MBX Clearing LLC, an investment firm registered broker-dealer that self-clears at Option Clearing Corporation (OCC). Prior to joining MBX Clearing LLC, from August 2018 to August 2022, Mr. Randall was the Chief Operating Officer of SI Capital LLC prior to it changing its name to MBX Group LLC. Prior to SI Capital LLC, from June 2000 to August 2018, Mr. Randall held various executive roles at GE Capital including roles as the Senior Vice President. Mr. Randall has over twenty years’ experience in equity, options and debt trading and holds Series 24 (General Securities Principal), Series 57 (Securities Trader) and FINRA SIE licenses. Mr. Randall holds a Bachelor of Arts in Finance from Michigan State University. We believe that Mr. Randall is qualified to serve as a director given his executive leadership experience and over twenty years’ experience in capital markets.
Mr. Randall was appointed to our Board of Directors in December 2023 pursuant to the terms of the transaction in connection with the sale of the Company’s debt and equity held by B. Riley Financial, Inc. and its affiliates to Renew Group Private Limited (“Renew”) and Simplify respectively.
H. Hunt Allred has served as one of our directors since October 2021. Currently and since January of 2025, Mr. Allred serves as CEO of Cavallo Holdings LLC, a family office investing across real estate, energy, technology, healthcare, and other venture opportunities. Previously, Mr. Allred served as Director of Alternative Investments, leading investments on behalf of various Hunt Family entities, doing business as Petro-Hunt LLC, since May 2017. Previously, Mr. Allred held roles at hedge funds Aptigon Capital, a division of Citadel LLC, and Vollero Beach Capital Partners, where he focused on public equity investing across the industrial, energy and utility sectors. He held various roles at Commerce Street Capital, a private equity fund centered on investing in regional financial institutions. He
began his career at ORIX USA, holding roles in both the corporate finance group, financing sponsored backed leverage buyouts, and the real estate structured credit group, working out distressed real estate assets. Mr. Allred received his Bachelor of Business Administration from Texas Christian University and M.B.A. from the University of Texas at Austin. Because of his extensive investment experience across multiple asset classes, with expertise including private equity, public equity, venture capital, credit origination, and structured credit resolutions, we believe Mr. Allred is qualified to serve as a director.
Lynn Petersmarck has served as one of our directors since April 2025. Since 2015, she has served as the Senior Vice President of Agency 5 Media, the internal marketing agency for the brand 5-hour Energy and its affiliated companies. With over 30 years of experience in marketing, project management, and advertising in her career, she has managed and placed over $1 billion in advertising, contributing to the success and growth of 5-hour Energy into a billion-dollar retail brand. Ms. Petersmarck has worked with a number of media companies to execute media buys and programs and brings in-depth knowledge and understanding of the client/customer perspective. Lynn’s career began in the marketing/advertising sales department of the Detroit Tigers, and she has worked with a diverse set of companies, including Atwater Block Brewery, a start-up brewery in Detroit, and Apex Fitness, a dietary supplement company, and served as a member of the Strategic Event Marketing division for Campbell & Company marketing agency. We believe that Ms. Petersmarck is qualified to serve as a director given her breadth of experience in advertising and marketing management.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our officers, directors, and persons who own more than ten percent of a class of our equity securities registered pursuant to Section 12 of the Exchange Act to file with the SEC certain reports concerning beneficial ownership and changes thereto. Officers, directors, and ten-percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of copies of the reports furnished to us and written representations from persons concerning the necessity to file these reports, the following Section 16(a) reports were not filed on a timely basis:
| | | | | | | | | | | |
| Reporting Person | Number of Late Reports | Number of Transactions Not Reported on a Timely Basis | Number of Known Failures to File Required Form |
| Paul Edmondson | 1 | 1 | 0 |
| Lynn Petersmark | 1 | 1 | 0 |
Code of Ethics
Our Board has adopted a Business Code of Ethics and Conduct (“Code of Ethics”) that applies to our executive officers, directors, and other employees as well as a Code of Ethics for Finance Officers (the “Senior Code of Ethics”) which applies to our financial officers. Copies of the Code of Ethics and the Senior Code of Ethics may be accessed on our website at https://investors.thearenagroup.net/corporate-governance/documents-charters/. Information on or accessible through our website is not incorporated by reference in this Amendment. We intend to disclose future amendments to our Code of Ethics and the Senior Code of Ethics, or any waivers of such codes, on our website or in public filings.
Nominating and Corporate Governance Committee
We have not adopted any material changes to the procedures by which security holders may recommend nominees to our Board.
Audit Committee
The Audit Committee assists our Board of Directors in fulfilling its responsibility to oversee (i) the integrity of our financial statements, our accounting and financial reporting processes and financial statement audits, (ii) our compliance with legal and regulatory requirements, (iii) our systems of internal control over financial reporting and disclosure controls and procedures, (iv) the independent auditor’s engagement, qualifications, performance, compensation, and independence, (v) review and approval of related party transactions, and (vi) the communication among our independent auditors, our financial, and senior management and our Board. The Audit Committee currently consists of Cavitt Randall, H. Hunt Allred and Lynn Petersmarck, with Mr. Allred serving as chair. Our Board has determined that Mr. Allred is an “audit committee financial expert” as defined under SEC rules.
Insider Trading Policy
The Company has adopted an insider trading policy and procedures governing the purchase, sale and other dispositions of its securities by directors, officers and employees of the Company. The Company also follows procedures for the repurchase of its securities. We believe this policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Our insider trading policy was filed as Exhibit 19 to the original Annual Report on Form 10-K filed on March 16, 2026.
Item 11. Executive Compensation
Named Executive Officers
For fiscal year 2025, our “named executive officers” were as follows:
•Manoj Bhargava, former Interim Chief Executive Officer (current President)
•Paul Edmondson, former President, Platform Chief Executive Officer (current Chief Executive Officer)
•Geoffrey Wait, Principal Financial Officer
•Sara Silverstein, former Chief Executive Officer
Mr. Bhargava briefly served as interim CEO from December 11, 2023 to January 4, 2024. Mr. Randall briefly served as CEO on an interim basis thereafter from February 13, 2024 until the appointment of Ms. Silverstein as CEO on April 19, 2024. In February 2025, Ms. Silverstein’s employment with the Company was terminated and Mr. Edmondson, our then-President, Platform, was appointed as interim CEO. He was appointed as full CEO in March 2025.
Compensation Philosophy and Objectives
Our compensation policy is designed to attract and retain qualified key executive officers critical to our achievement of our growth and long-term success. To attract, retain, and motivate the executive officers to accomplish our business strategy, the Compensation Committee of our Board of Directors establishes our executive compensation policies and oversees our executive compensation practices. We provide what we believe is a competitive total compensation package to our management team through a combination of base salary, bonuses and equity awards.
Elements of our Executive Compensation and Benefits Programs
Base Salary
The Compensation Committee considers what salaries must be paid in order to attract and retain high-quality executive officers. We annually review our executive officers’ base salaries and make adjustments only when necessary based on individual and Company performance. We provide a minimum, fixed level of cash compensation to reflect the level of accountability of talented executive officers who can continue to improve our overall performance. In addition, salary is based on experience, industry knowledge, duties and scope of responsibility, as well as the competitive market for talent.
Annual Bonus Opportunity
Pursuant to their specific employment agreements, our current named executive officers are eligible for annual cash-based bonus payments that are based on the achievement of certain individual and Company performance metrics. We use the annual performance bonus opportunity to motivate our named executive officers to achieve our business goals.
Subject to their respective employment agreements, the annual performance bonus opportunity provides payments if our named executive officers produce short-term results that meet or exceed certain pre-established annual financial targets or individual performance goals in effect as determined from time to time by us and approved by the Compensation Committee.
Incentive Compensation
Equity awards under the 2022 Stock and Equity Compensation Plan (the “2022 Plan”) are a vital piece of our total compensation package. Equity awards are intended to compensate named executive officers for sustained long-term performance, align the interests of our named executive officers and stockholders, and encourage retention through multi-year vesting schedules. Equity incentive awards may take a variety of forms. Levels, mix, and frequency of awards are determined by the Compensation Committee, and are designed to reflect each recipient’s level of responsibility and performance.
Retirement Benefits
We offer a qualified 401(k) defined contribution plan. All of our employees are eligible to participate in this plan, including our named executive officers, subject to limitations imposed by the Internal Revenue Code of 1986, as amended. We currently match 100% of contributions made by participants in the 401(k) up to 4% of eligible annual compensation.
Other Compensation
In 2025 and 2024, we provided our employees, including each of our named executive officers, with health insurance coverage.
Hedging Policy and Pledging of Securities
Pursuant to our Insider Trading Policy, our employees, officers, and directors cannot engage in hedging transactions related to our securities. Employees, officers, and directors are also prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.
Equity Grant Policies
In the event we determine to grant new awards of stock options, the board of directors will evaluate the appropriate steps to take in relation to company policies and procedures with respect to the timing of such awards in relation to our disclosure of material nonpublic information by us.
Summary Compensation Table
The following table sets forth information concerning compensation awarded to, earned by, or paid to each of our named executive officers for all services rendered in all capacities during 2025 and 2024:
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Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards
($)(1) | | Option Awards ($)(1) | | Non-Equity Incentive Plan Compensation ($) | | All Other Compensation ($)(2) | | Total ($) |
Manoj Bhargava | | 2025 | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
President, Former Interim Chief Executive Officer(3) | | 2024 | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Paul Edmondson | | 2025 | | 486,203 | | | 200,000 | | | — | | | 299,675 | | | — | | | 20,155 | | | 1,006,033 | |
Chief Executive Officer, former President, Platform(4) | | 2024 | | 463,050 | | | — | | | — | | | — | | | — | | | 13,892 | | | 476,942 | |
Geoffrey Wait | | 2025 | | 225,000 | | | 40,000 | | | — | | | — | | | — | | | 8,350 | | | 273,350 | |
Principal Financial Officer(5) | | 2024 | | 108,333 | | | — | | | — | | | — | | | — | | | 3,667 | | | 112,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sara Silverstein | | 2025 | | 50,625 | | | — | | | — | | | — | | | — | | | 69,000 | | | 119,625 | |
Former Chief Executive Officer | | 2024 | | 382,434 | | | — | | | — | | | — | | | — | | | 12,285 | | | 394,719 | |
(1)The fair value of stock awards and option awards granted during the years ended December 31, 2025 and 2024 was calculated in accordance with ASC 718. Refer to our consolidated financial statements for the year ended December 31, 2025 in Note 20, Stock-Based Compensation, filed as part of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) for valuation assumptions.
(2)Amounts included in the “All Other Compensation” column of the Summary Compensation Table include: (a) for Mr. Edmondson, $20,155 in 401(k) matching contributions; (b) for Mr. Wait, $8,350 in 401(k) matching contributions; and (c) for Ms. Silverstein, $1,500 in 401(k) matching contributions and $67,500 in severance payments.
(3)Mr. Bhargava served as our Interim Chief Executive Officer from December 11, 2023 until January 4, 2024 and as Co-President from February 16, 2024 through April 26, 2024. He has served as President since such date. Mr. Bhargava received no compensation for his services as Interim Chief Executive Officer, Co-President or President during 2025 or 2024 .
(4)Mr. Edmondson served as President, Platform during 2024. In February 2025, Mr. Edmondson was appointed as interim Chief Executive Officer and then full Chief Executive Officer in March 2025.
(5)Mr. Wait was appointed as Principal Financial Officer on August 6, 2024. Prior to this appointment, he served as senior financial advisor from June 2024 to August 2024.
Named Executive Officer Employment Agreements; Potential Payments Upon Termination or Change-of-Control
Mr. Bhargava does not have an employment agreement with us and received no compensation for his services in 2025 or 2024. Mr. Randall does not have an employment agreement with us and received no additional compensation for his services in 2025 or 2024 beyond his compensation (as described below) in connection with his service as a member of the Board of Directors. As Ms. Silverstein is no longer employed by the Company, we do not present information for her.
Mr. Edmondson is party to an employment agreement, dated January 1, 2021, and was paid a base salary of $486,203 as of the end of fiscal 2025. He is also eligible to earn an annual bonus under our Bonus Plan based on the achievement of performance goals set by the Compensation Committee, with a target bonus amount equal to 75% of base salary and is eligible to participate in Company incentive plans and employment benefits available to the Company’s other employees, as described in our definitive proxy statement filed on December 12, 2024. Upon a termination without cause, Mr. Edmondson would be entitled to severance equal to one year of base salary, up to 18 months of COBRA premium reimbursements and full vesting of all outstanding equity awards, in all cases subject to entry into a standard release agreement. Mr. Edmondson’s employment agreement also contains certain non-compete and non-solicitation provisions.
Mr. Wait entered into an executive employment agreement with the Company upon his appointment as Principal Financial Officer (“PFO”) on August 6, 2024. The employment agreement is terminable at will by either the Company or Mr. Wait. The employment agreement provides that Mr. Wait will be paid an annual base salary, subject to annual review by the Company’s board of directors (currently $225,000). Mr. Wait is also eligible to earn an annual bonus based on the discretion of the Board. He is eligible to participate in the Company’s incentive plans and is entitled to the same employment benefits available to the Company’s employees, as well as to the reimbursement of business expenses during his term of employment. The employment agreement provides for various termination events, including termination without cause or for good reason (both as defined in the agreement), pursuant to which Mr. Wait would be entitled to certain COBRA reimbursement. Mr. Wait is also subject to restrictive covenants with respect to the solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period of up to one year after termination of the employment agreement.
Outstanding Equity Awards at Fiscal Year-End
The following tables provide information concerning options to purchase shares of our Common Stock and stock awards held by the named executive officers on December 31, 2025. There were no outstanding awards for Messrs. Bhargava, or Wait or Ms. Silverstein.
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| | | | Option Awards | | | | Share Awards |
Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Equity
Incentive
Plan Awards: Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | Option
Exercise Price
($) | | Option Expiration Date | | Number of
Shares
That
Have Not
Vested (#) | | Market Value
of Shares
That
Have Not
Vested ($) | | Equity Incentive Plan Awards: Number of
Shares
That
Have Not
Vested (#) | | Equity Incentive Plan Awards: Market Value
of Shares
That
Have Not
Vested ($) |
Paul Edmondson | | 9/13/2018 | (1) | 4,546 | | — | | — | | 8.82 | | | 9/13/2028 | | — | | — | | | — | | — | |
| | 4/10/2019 | (1) | 219,837 | | — | | — | | 8.82 | | | 4/10/2029 | | — | | — | | | — | | — | |
| | 4/10/2019 | (2) | — | | — | | 16,488 | | 8.82 | | | 4/10/2029 | | — | | — | | | — | | — | |
| | 2/18/2021 | (1) | 66,519 | | — | | — | | 8.82 | | | 2/18/2031 | | — | | — | | | — | | — | |
| | 6/6/2022 | (3) | 25,000 | | — | | — | | 10.69 | | | 6/06/2032 | | — | | — | | | — | | — | |
| | 3/4/2025 | (4) | 400,000 | | — | | — | | 1.48 | | | 3/04/2035 | | — | | — | | | — | | — | |
(1)Represents an option grant that is fully vested.
(2)Represents an option granted to Mr. Edmondson’s wife that would vest upon the meeting of certain performance criteria.
(3)Represents an option grant that vested one third on June 6, 2023 and then 24 equal monthly installments thereafter.
(4)Represents an option grant that vests as follows: All shares associated with the grant will vest on March 3, 2029. Alternatively, all shares associated with the grant will vest at a date earlier than March 3, 2029 in the event all of the following performance vesting conditions are met: (i) the Company’s common stock must be listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, as amended; and (ii) the most recent daily closing price of the Company’s common stock traded on such exchange must be $12.00 or greater (split adjusted, as applicable) for a period of thirty (30) consecutive calendar days.
Director Compensation
The following table provides information for the year ended December 31, 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2025.
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(a) Name of Director | | (b) Fees Earned or Paid in Cash(1) | | (c) Stock Awards(2) | | (h) Total |
H. Hunt Allred | | $ | 71,938 | | | $ | 26,466 | | | $ | 98,404 | |
Laura Lee | | 71,938 | | | — | | | 71,938 | |
Christopher Petzel | | 35,203 | | | — | | | 35,203 | |
| | | | | | | | | | | | | | | | | | | | |
Carlo Zola | | 46,938 | | | — | | | 46,938 | |
Cavitt Randall | | 63,813 | | | 26,466 | | | 90,279 | |
Christopher Fowler | | 13,813 | | | — | | | 13,813 | |
Lynn Petersmarck | | 50,000 | | | 26,466 | | | 76,466 | |
(1)Fees Earned or Paid in Cash set forth in column (b) includes all meeting and retainer fees.
(2)Restricted stock units were issued pursuant to the 2022 Plan and our Director Compensation Policy (as described below). Each of these restricted stock awards were fully vested as of December 31, 2025. The table reflects the fair value of the stock awards calculated in accordance with FASB ASC 718. Refer to our consolidated financial statements for the year ended December 31, 2025 in Note 20, Stock-Based Compensation, filed as part of our Annual Report.
Director Compensation Policies
Our current Director Compensation Policy for our non-employee directors provides that the non-employee directors will be granted quarterly a restricted stock award of a number of shares of our common stock equal in value to an annual total of $50,000 and annual cash compensation to each non-employee director of $50,000.
Risks from Compensation Policies and Practices
The Compensation Committee reviews our compensation policies and practices to determine areas of potential risks and the actions we have taken, or should take, to mitigate any such identified risks. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating to our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on our business.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our former principal executive officers (“PEO”) and our other named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. For additional information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, see the section titled “Executive Compensation.” The information contained in this Pay Versus Performance section will not be incorporated into any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference therein.
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Fiscal Year (1) | Summary Compensation Table Total for Former PEO - Mr. Levinsohn | Compensation Actually Paid to Former PEO - Mr. Levinsohn | Summary Compensation Table Total for Former PEO - Mr. Randall | Compensation Actually Paid to Former PEO - Mr. Randall | Summary Compensation Table Total for Former PEO - Ms. Silverstein (Summary Compensation) (2) | Compensation Actually Paid to Former PEO - Ms. Silverstein | Summary Compensation Table Total for PEO - Mr. Edmondson (Summary Compensation) (2) | Compensation Actually Paid to PEO - Mr. Edmondson | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | Net Income (Loss) (4) |
| 2025 | $ | — | | $ | — | | $ | — | | $ | — | | $ | 119,625 | | $ | 119,625 | | $ | 1,006,033 | | $ | 1,011,895 | | $ | 273,350 | | $ | 273,350 | | $ | 37.2 | | $ | 124,858,000 | |
| 2024 | $ | — | | $ | — | | $ | 85,000 | | $ | 82,851 | | $ | 394,719 | | $ | 394,719 | | $ | — | | $ | — | | $ | 455,660 | | $ | 289,254 | | $ | 12.7 | | $ | (100,710,000) | |
| 2023 | $ | 742,708 | | $ | 504,634 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 605,605 | | $ | (520,850) | | $ | 22.4 | | $ | (55,582,000) | |
(1) The following table lists the PEO and Non-PEO NEOs for each of fiscal years 2025, 2024, and 2023.
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Year | PEO | Non-PEO NEOs |
| 2025 | Paul Edmondson | Mr. Bhargava (no compensation reported in the Summary Compensation Table) and Geoffrey Wait |
| 2024 | Mr. Bhargava (Interim and no compensation reported in the Summary Compensation Table), Mr. Randall, and Ms. Silverstein | Geoffrey Wait, Douglas Smith, Kathryn Kulik, and Paul Edmondson |
| 2023 | Mr. Bhargava (interim and no compensation reported in the Summary Compensation Table), Mr. Levinsohn | Grady Tripp, Kathryn Kulik, Avi Zimak, and Henry Robertson Barrett |
(2) Average Summary Compensation for Non-PEO NEOs has been calculated based on the requirements and methodology set forth inapplicable SEC rules (Item 402(v) of Regulation S-K) and the dollar amounts reported for Compensation for Non-PEO NEO's represent the average amount of the NEOs (excluding our PEO) for the applicable year. The details for the Compensation Actually Paid calculation for 2025, 2024, and 2023 are available in the prior year’s proxy statement. To calculate Compensation Actually Paid for 2025 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table.
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Adjustments | PEO - Mr. Edmondson ($) | Former PEO - Ms. Silverstein ($) | Non-PEO NEOs ($) |
| Total compensation from SCT | $ | 1,006,033 | | $ | 119,625 | | $ | 273,350 | |
| Adjustments to calculate Compensation Actually Paid | | | |
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| | | |
| | | |
| Increase for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 5,862 | | — | | — | |
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| Compensation Actually Paid (as calculated) | $ | 1,011,895 | | $ | 119,625 | | $ | 273,350 | |
(3) Total shareholder return (“TSR”) assumes an investment of $100 on December 31, 2022, the start of the measurement period, and the reinvestment of any dividends.
(4) The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable fiscal year as disclosed in our Annual Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
A summary of our securities authorized for issuance under equity compensation plans as of December 31, 2025 is as follows:
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Plan Category | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options | | (b) Weighted Average Exercise Price of Outstanding Options | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity compensation plans approved by security holders | | 3,024,423 | | $ | 8.90 | | | 2,284,248 |
Equity compensation plans not approved by security holders | | 72,912 | | 8.75 | | | – |
Total | | 3,097,335 | | $ | 8.89 | | | 2,284,248 |
Plan Adopted Without Approval of Security Holders
Outside Options
During fiscal 2018, our Board approved the granting of options outside of the 2016 Plan (the “Outside Options”) to certain officers, directors, and employees to provide equity incentive in exchange for consideration in the form of services to us. The Outside Options are exercisable for shares of our common stock. The Outside Options either vest upon the passage of time or are tied to the achievement of certain performance targets. On January 8, 2021, our Board approved an amendment to the Outside Option award grants, which eliminated the performance targets, therefore, the awards continue to vest solely on the time vesting conditions. Our Board approved a repricing of our Outside Options for a certain employee on March 18, 2022 and our stockholders approved the repricing on June 2, 2022. We are no longer issuing Outside Options. As of December 31, 2025, there were outstanding Outside Options to acquire 72,912 shares of our common stock.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial ownership of our common stock as of April 16, 2026: (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by our current
directors and our named executive officers (as identified in Item 11); and (iii) by all of our current directors and executive officers as a group.
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Name and Address of Beneficial Owner | | Shares Beneficially Owned(1) | | Percentage(2) |
Greater than 5% Shareholder | | | | |
Simplify Inventions, LLC (3) | | 33,865,608 | | 71.2 | % |
Directors and Named Executive Officers | | | | |
Manoj Bhargava(3) | | 33,865,608 | | 71.2 | % |
H. Hunt Allred(4) | | 288,974 | | * |
Cavitt Randall | | 298,819 | | * |
Lynn Petersmarck | | 7,861 | | * |
Sara Silverstein | | — | | * |
Paul Edmondson(5) | | 320,816 | | * |
Geoffrey Wait | | — | | * |
Directors and executive officers as a group (6 persons) | | 34,782,078 | | 72.6 | % |
*Represents less than 1% of outstanding common stock.
(1)Unless otherwise indicated, the address for each person listed above is 200 Vesey Street, 24th Floor, New York, New York, 10281, and each person has sole investment and voting power with respect to the shares indicated, subject to community property laws, where applicable. Includes any securities that such person has the right to acquire within sixty (60) days of April 16, 2026, pursuant to options, warrants, conversion privileges, or other rights.
(2)Percentage calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on 47,602,790 shares of our common stock issued and outstanding as of April 16, 2026.
(3)Based on information provided in a Schedule 13D/A as filed on December 27, 2024 jointly filed by Simplify Inventions, LLC (“Simplify”), Manoj Bhargava, Michael Weintraub and MBX Capital AREN LLC (“MBX”). Mr. Bhargava is the sole manager and controller of Simplify. Mr. Weintraub is the sole manager and controller of MBX. Of the 33,865,608 shares reported, Simplify had shared dispositive power over 31,471,923 shares, Mr. Bhargava had shared voting power over 33,865,608 shares and shared dispositive power over 31,471,923 shares, Mr. Weintraub had shared voting power over 33,865,608 shares and shared dispositive power over 2,393,685 shares, and MBX had shared voting power over 33,865,608 shares and shared dispositive power over 2,393,685 shares. The address for each reporting person is 38955 Hills Tech Drive, Farmington Hills, MI 48331.
(4)Consists of the following securities: (i) 73,368 shares of our common stock directly beneficially owned by Mr. Allred; (ii) 75,479 shares of our common stock directly beneficially owned by the Allred 2002 Trust – HHA (the “HHA Trust”); (iii) 75,479 shares of our common stock directly beneficially owned by the Allred 2002 Trust – NLA (the “NLA Trust”); and (iv) 64,651 shares of our common stock directly beneficially owned by Redcap Investment, LP (“RedCap” and, together with the HHA Trust and the NLA Trust, the “Investment Entities”). The trustee of the HHA Trust and the NLA Trust is Mr. Allred’s spouse, and Mr. Allred and his sister, respectively, are beneficiaries of the HHA Trust and the NLA Trust. The general partner of RedCap is Redcap Investments Management, LLC, of which Mr. Allred serves as President. Mr. Allred may be deemed to exercise voting and investment discretion with respect to shares of our common stock owned by the Investment Entities. Additionally, of the aforementioned securities, 1,138 shares of our common stock may under certain circumstances be pledged as security pursuant to an account agreement that Mr. Allred has entered into in connection with his brokerage trading account.
(5)Consists of the following securities directly beneficially owned by Mr. Edmondson: (i) 4,914 shares of our common stock, and (ii) 315,902 shares of our common stock issuable upon the exercise of options or the settlement of restricted stock units which are expected to settle within 60 days following April 16, 2026.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
When we are contemplating entering into any transaction in which any executive officer, director, director nominee, or any family member of the foregoing would have any direct or indirect interest, regardless of the amount involved, the terms of such transaction have to be presented to the Audit Committee (other than any interested director) for approval or disapproval. Our Audit Committee has not adopted a written policy for reviewing related party transactions but when presented with such transaction, the transaction is discussed by our Audit Committee and documented in its meeting minutes.
The Code of Ethics also requires our employees, officers, and directors to provide prompt and full disclosure of all potential conflicts of interest to the appropriate person. These conflicts of interest may be specific to the individual or may extend to his or her family members. Any officer who has a conflict of interest with respect to any matter is required to disclose the matter to our Compliance Director, or in the case of the PFO, to the Audit Committee. All other employees are required to make prompt and full disclosure of any conflict of interest to the Head of Internal Audit (who is our PFO, unless our Board designates some other person). Directors are required to disclose any conflict of interest to the Chairman of our Board and to refrain from voting on any matter(s) in which they have a conflict. Employees and officers are not permitted to participate in any matter in which he or she has a conflict of interest unless authorized by an appropriate Company official and under circumstances that are designed to protect the interests of the Company and its stockholders and to avoid any appearance of impropriety. In addition, directors and executive officers are required to disclose, in an annual questionnaire, any current or proposed conflict of interests (including related party transactions).
Except as disclosed below, since January 1, 2023, there were no current or proposed transaction or series of similar transactions in which (i) the amounts involved exceeded or will exceed $120,000 and (ii) any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Financings
We have an outstanding obligation with Renew Group Private Limited, an affiliated entity of Simplify Inventions, LLC, our largest stockholder, where Renew purchased the all the outstanding debt held by BRF Finance Co., LLC (“BRF”) an affiliated entity of B. Riley Financial, Inc. (“B. Riley”), who now holds the debt in its capacity as agent for the purchasers and as purchaser, pursuant to the third amended and restated note purchase agreement entered into on December 15, 2022 (the “Note Purchase Agreement”), as amended by the first amendment to the Note Purchase Agreement on August 14, 2023 (the “First Amendment”) with an effective date of August 31, 2023, as further amended by the second amendment to the Note Purchase Agreement on December 1, 2023 (the “Second Amendment”). The Note Purchase Agreement contains provisions related to the 2023 Notes, Senior Secured Notes, Delayed Draw Term Notes and 2022 Bridge Notes, all as further described in Notes 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, and collectively referred to as the “Notes”. Under the terms of the Note Purchase Agreement, First Amendment and Second Amendment, in the event there is a mandatory prepayment requirement, the principal payment of the Notes will be applied to: (1) the 2023 Notes until paid in full; (2) then to the 2022 Bridge Notes until paid in full; (3) then to the Delayed Draw Terms Notes until paid in full; and (4) then to the Senior Secured Notes. All borrowings under the Notes are collateralized by substantially all of our assets secured by liens and guaranteed by our subsidiaries. The Notes provide for a default interest rate equal to the rate of interest in effect at the time of default plus 4.0%, along with other provision for acceleration of the Notes under certain conditions. The Notes provide for certain affirmative covenants, including certain financial reporting obligations.
On January 5, 2024, as part of negotiations with Renew in connection with the Company’s failure on December 29, 2023 to make the interest payment due on the Loan Documents, dated December 15, 2022 held by Renew in the amount of $2.8 million, that resulted in an event of default under the Loan Documents, Renew agreed in writing to a forbearance period through March 29, 2024 (subsequently extended to September 30, 2024), that was originally subject to the Company retaining a chief restructuring officer acceptable to Renew, while reserving its rights and remedies. In connection with the forbearance, the Company had an engagement with FTI Consulting Inc., a global business advisory firm from January 5, 2024 through April 26, 2024, to assist the Company with its turnaround plans and forge an expedited path to sustainable positive cash flow and earnings to create shareholder value. In connection with the FTI Engagement, Jason Frankl, a senior managing director of FTI, was appointed as the Company’s Chief Business Transformation Officer. Upon completion of their work under the FTI Engagement satisfactory to Renew and the
Company, the FTI Engagement was terminated as of April 26, 2024 and Mr. Frankl resigned as Co-President and Chief Business Transformation Officer.
On July 12, 2024, the Company entered into Amendment No. 3, pursuant to which interest that was, or will be, due on December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024 was due on or before December 31, 2024, as well as the interest otherwise due on December 31, 2024 (all of which was paid before December 31, 2024). The deferral was contingent on, among other things, no events of default occurring under the Loan Documents during the deferral period. On November 6, 2024, the Company received a letter from Renew confirming the Company is not currently in default under the Loan Documents due to the cure of the default identified in the forbearance letter.
On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Renew Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default pursuant to and in accordance with the terms of the agreement. In addition, as a condition to effectiveness, the Company made a curtailment payment of $13.0 million, which was applied to reduce the outstanding principal balance of the Notes. As of December 31, 2025, the outstanding principal on the Loan Documents was $97.7 million.
For the year ended December 31, 2025, the Company had certain transactions with Renew, where it paid interest totaling $11.6 million under the Loan Documents.
On November 30, 2023, Simplify entered into a stock purchase and assignment agreement (the “Stock Purchase Agreement”), pursuant to which it purchased an aggregate of 10,512,236 shares of our common stock for aggregate consideration of $30.5 million on December 1, 2023 from B. Riley and other affiliated entities of B. Riley and certain other sellers (collectively the “Sellers”), resulting in Simplify becoming a principal stockholder and the Sellers no longer owning any of our common stock.
On November 30, 2023, Renew, and BRF, an affiliate of the Sellers, entered into a securities purchase and assignment agreement (the “Debt Purchase Agreement”), pursuant to which BRF sold and assigned to Renew all of BRF’s rights, duties, liabilities and obligations pursuant to the Note Purchase Agreement, as amended, and the Notes purchased thereunder and the collateral securing such Notes on December 1, 2023, resulting in BRF no longer holding any of our debt securities. The aggregate principal balance under the Notes was $110.7 million at the time of purchase by Renew.
For the years ended December 31, 2023, we paid in cash interest of $9,068 on the Notes due to BRF.
For the year ended December 31, 2023, we incurred interest of $2,797 for the period from October 1, 2023 to December 31, 2023 on the Notes held by Renew, where we defaulted on the payment of $2,797 interest due on December 29, 2023.
On March 31, 2023, in connection with the registered direct offering, we entered into common stock purchase agreements for 1,009,021 shares of our common stock for a total of $3,915 in gross proceeds with B. Riley at a price per share of $3.88 per share.
On August 10, 2023, the Series H Preferred Stock automatically converted into shares of our common stock at the conversion price of $7.26 per share, of which 134,550 shares were issued to B. Riley.
On August 31, 2023, September 29, 2023 and November 27, 2023, in connection with the 2023 Notes, BRF issued $5,000, $1,000 and $2,000, respectively, in aggregate principal amount under the 2023 Notes, where we incurred fees of $357.
Simplify Loan – On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party (the “Simplify Loan”), pursuant to which the Company had available up to $50 million at ten percent (10.0%) interest rate per annum (the “Applicable Interest Rate”), payable monthly in arrears with a maturity on December 1, 2026 (originally March 13, 2026). The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations.
In connection with the Amended Promissory Note, on August 19, 2024, the Company and Simplify also entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”), whereby $15 million of outstanding indebtedness under the Simplify Loan was exchanged for 17,797,817 shares of the Company’s common stock. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent (5.0%) and the Simplify Loan will be payable upon demand by Simplify.
On December 31, 2025, the Company entered into Amendment No. 2 to Loan Documents with Simplify, which reduced the maximum principal amount available under the Simplify Loan to $25 million and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged. As of December 31, 2025, the balance outstanding on the Simplify Loan was $0.
For the year ended December 31, 2025, the Company had certain transactions with Simplify, where it incurred interest expense totaling $0.3 million, under the Simplify Loan.
Simplify Revenue
For the year ended December 31, 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $3.1 million. The outstanding accounts receivable due from Living Essentials was $0.2 million as of December 31, 2025.
Common Stock Private Placement
On February 14, 2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with Simplify, pursuant to which the Company agreed to sell and issue to Simplify in a private placement (the “Private Placement”) an aggregate of 5,555,555 shares (the “Private Placement Shares”) of the Company’s common stock, at a purchase price of $2.16 per share, a price equal to the 60-day volume weighted average price of the Company’s common stock. The Private Placement closed on February 14, 2024 and the Company received proceeds from the Private Placement of $12,000. The proceeds were used for working capital and general corporate purposes. As a result of the issuance of the Private Placement Shares to Simplify, Simplify owns approximately 54.3% (subsequently increased to 71.4% in connection with the Common Stock Purchase Agreement) of the outstanding shares of the Company’s common stock, resulting in a change in control. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors. Prior to the consummation of the Private Placement, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.
Business Combination
Effective August 19, 2024, the Business Combination Agreement, dated November 5, 2023, as amended, among the Company, Simplify, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual agreement. The Company incurred no penalties as a result of the early termination of the Business Combination Agreement.
Registered Direct Offering
On March 31, 2023, in connection with a registered direct offering, we entered into common stock purchase agreements for 317,518 shares of our common stock for a total of $1.2 million in gross proceeds with certain directors and affiliates, at a price of $3.88 per share, as follows: (i) 64,000 shares for $0.3 million to H. Hunt Allred, a director, through certain trusts (32,000 shares are directly beneficially owned by the Allred 2002 Trust - HHA and 32,000 shares are directly beneficially owned by the by Allred 2002 Trust - NLA); (ii) 195,529 shares for $0.8 million to 180 Degree Capital Corp.; (iii) 25,773 shares for $0.01 million to Daniel Shribman, a former director; (iv) 25,773 shares for $0.01 million to Ross Levinsohn, a former director and executive officer; and (v) 6,443 shares for $0.03 million to Paul Edmondson, an executive officer.
TravelHost, LLC Acquisition
On May 12, 2025, the Company entered into a Membership Purchase Agreement to purchase 100% of the membership interests of TravelHost LLC from Simplify Inventions, LLC for a purchase price of $1 million. In addition to the acquisition of the membership interests, the acquisition also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify Inventions, LLC.
ShopHQ IP and Data Acquisition
On October 7, 2025, the Company entered into an Asset Purchase Agreement to acquire certain assets from IV Media LLC, a related party, related to its ShopHQ business. The purchase price for the assets was $1 million.
Director Independence
As our common stock is currently listed for trading on the NYSE American, we have evaluated independence in accordance with the rules of the NYSE American Company Guide and the SEC with respect to each director. Our Board undertook a review of the independence of the members of our Board and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon the information requested from and provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has determined that each of the following non-employee directors are independent as that term is defined under the rules of the NYSE American Company Guide.
H. Hunt Allred
Cavitt Randall
Lynn Petersmarck
In making these determinations, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of capital stock by each non-employee director, and the transactions involving their affiliates described above under “Related Party Transactions”. For Mr. Randall in particular, the Board considered his brief tenure as Chief Executive Officer on an interim basis for two months of 2024. Given that Mr. Randall was already serving as Chairman of the Board, the intent was for Mr. Randall to serve as an executive on an interim basis while a more permanent chief executive could be found.
All of the members of the Audit, Nomination, and Compensation Committees are independent.
Item 14. Principal Accountant Fees and Services
Audit Fees
The following table sets forth the aggregate fees billed and incurred to both us or our subsidiaries by our independent registered public accounting firms for the years ended December 31, 2025 and December 31, 2024 for professional services by KPMG LLP (“KPMG”), and BDO USA, P.C.("BDO"). BDO was engaged in July 2025 and did not provide any services to the company during the year ended December 31, 2024.
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| | | | | Total | | Total |
Category | BDO | | KPMG | | 2025 | | 2024 |
Audit Fees(1) | $ | 1,171,154 | | | $ | 765,048 | | | $ | 1,936,202 | | | $ | 1,242,000 | |
Audit-related Fees(2) | — | | | — | | | — | | | — | |
All Other Fees(3) | — | | | — | | | — | | | — | |
Tax Fees(4) | — | | | — | | | — | | | — | |
Total Fees | $ | 1,171,154 | | | $ | 765,048 | | | $ | 1,936,202 | | | $ | 1,242,000 | |
(1)“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; assistance with and review of documents filed with the SEC; services in connection with registration statements filed in 2025; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
(2)KPMG or BDO did not provide any services not disclosed in the table above during 2025 and 2024.
(3)KPMG or BDO did not provide any services not disclosed in the table above during 2025 and 2024.
(4)KPMG or BDO did not provide any tax services not disclosed in the table above during 2025 and 2024.
Pre-Approval Policies and Procedures
Our Audit Committee has considered the nature and amount of fees billed by our independent registered public accounting firm and believes that the provision of services for activities to the audit is in compliance with maintaining the independence of our independent registered public accounting firm.
All audit fees are approved by the Audit Committee. The Audit Committee reviews, and in its sole discretion pre-approves, our independent auditor’s annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditor. Accordingly, all services described under “Audit Fees,” “Audit-related Fees,” “All Other Fees,” and “Tax Fees,” as applicable, were pre-approved by our Audit Committee. The Audit Committee may not engage the independent auditor to perform the non-audit services proscribed by law or regulations.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of the registrants 2025 Annual Report on Form 10-K filed with the SEC on March 16, 2026:
(1)Financial Statements - See the “Index to Consolidated Financial Statements included in Part II, Item 8. of the 2025 Annual Report on Form 10-K for a list of the financial statements filed as part of this report.
(2)Financial Statement Schedules - All financial statement schedules were omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes, included in the 2025 Annual Report on Form 10-K.
(b)Exhibits
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Exhibit | | | Description |
2.1 | | | Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018. |
2.2 | | | Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021. |
2.3 | | | Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018. |
2.4 | | | Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021. |
2.5 | | | Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020. |
2.6 | | | |
2.7 | | | |
2.8 | | | Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018. |
2.9 | | | Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018. |
2.10 | | | |
2.11 | | | |
2.12 | | | Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023. |
| | | | | | | | | | | |
2.13 | | | Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023. |
2.1 | | | Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 17, 2024. |
3.1 | | | |
3.2 | | | |
3.3 | | | |
3.4 | | | |
3.5 | | | |
3.6 | | | |
3.7 | | | |
3.8 | | | |
3.9 | | | |
3.10 | | | |
4.1 | | | Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996. |
4.2 | | | |
4.3 | | | |
4.4 | | | |
4.5 | | | |
4.6 | | | |
4.7 | | | |
4.8 | | | |
4.9 | | | |
4.10 | | | |
4.18 | | | |
| | | | | | | | | | | |
4.19 | | | |
4.20 | | | |
10.1 | | | |
10.2 | | | |
10.3 | | | |
10.4 | | | |
10.5 | | | |
10.6 | | | |
10.7 | | | |
10.8 | | | |
10.9 | | | |
10.10 | | | |
10.11 | | | |
10.12 | | | |
10.13 | | | |
10.14 | | | |
10.15 | | | |
10.16 | | | |
10.17 | | | |
10.18 | | | Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019. |
10.19 | | | Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019. |
10.20 | | | |
10.21 | | | |
10.22 | | | |
| | | | | | | | | | | |
10.23 | | | |
10.24 | | | |
10.25 | | | Third Amended and Restated Note Purchase Agreement, dated December 15, 2022, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 20, 2022. |
10.26 | | | |
10.27 | | | |
10.28 | | | |
10.29 | | | |
10.30 | | | |
10.31 | | | |
10.32+ | | | |
10.33+ | | | |
10.34+ | | | |
10.35+ | | | |
10.36+ | | | |
10.37+ | | | |
10.38+ | | | |
10.39+ | | | |
10.40+ | | | |
10.41 | | | |
10.42+ | | | |
10.43+ | | | |
10.44+ | | | |
10.45 | | | |
10.46+ | | | |
| | | | | | | | | | | |
10.47+ | | | |
10.48+ | | | |
10.49+ | | | |
10.50+ | | | |
10.51+ | | | |
10.52 | | | |
10.53+ | | | |
10.54+ | | | |
10.55+ | | | |
10.56+ | | | |
10.57+ | | | |
10.58+ | | | |
10.59 | | | |
10.60 | | | Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021. |
10.61 | | | First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021. |
10.62 | | | |
10.63 | | | |
10.64 | | | |
10.65 | | | |
10.66 | | | Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021. |
10.67 | | | |
10.68 | | | Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021. |
| | | | | | | | | | | |
10.69+ | | | |
10.70 | | | |
10.71 | | | |
10.72^ | | | |
10.73^ | | | |
10.74 | | | |
10.75+ | | | |
10.76 | | | |
10.77 | | | |
10.78 | | | Amendment to Third Amended and Restated Note Purchase Agreement, dated August 14, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023. |
10.79+ | | | |
10.80+ | | | |
10.81+ | | | |
10.82+ | | | |
10.83 | | | |
10.84 | | | |
10.85 | | | |
10.86# | | | |
10.87 | | | Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated December 1, 2023, by and between the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2023. |
10.88 | | | |
10.89 | | | |
| | | | | | | | | | | |
10.90 | | | |
10.91 | | | |
10.92 | | | |
10.93 | | | |
10.94 | | | Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement dated as of December 15, 2022 (as amended by that certain Amendment No. 1 to Third Amended and Restated Note Purchase Agreement, dated as of August 14, 2023 and as further amended by that certain Amendment No. 2 to Third Amended and Restated Note Purchase Agreement, dated as of December 1, 2023), by and among the Company, the Guarantors party thereto, the Purchasers party thereto and Renew Group Private Limited, in its capacity as agent for the Purchasers, dated July 12, 2024, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2024. |
10.95+ | | | |
10.96 | | | |
10.97 | | | |
10.98 | | | |
10.99 | | | |
10.100 | | | |
10.101 | | | |
10.102 | | | |
10.103 | | | |
10.104 | | | |
10.105 | | | |
10.106 | | | |
10.107 | | | |
10.108 | | | |
19.1 | | | |
21.1 | | | |
| | | | | | | | | | | |
23.1 | | | |
23.2 | | | |
24.1 | | | |
31.1 | | | |
31.2 | | | |
31.3* | | | |
31.4* | | | |
32.1** | | | |
32.2** | | | |
97.1 | | | |
| | | | | |
101.INS Inline XBRL* | Instance Document. |
101.SCH Inline XBRL* | Taxonomy Extension Schema Document. |
101.CAL Inline XBRL* | Taxonomy Extension Calculation Linkbase Document. |
101.DEF Inline XBRL* | Taxonomy Extension Definition Linkbase Document. |
101.LAB Inline XBRL* | Taxonomy Extension Label Linkbase Document. |
101.PRE Inline XBRL* | Taxonomy Presentation Linkbase Document. |
104* | Cover Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101) |
* Filed herewith
** This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
^ Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulations S-K.
+ Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| The Arena Group Holdings, Inc. |
Dated: April 30, 2026 | |
| By: | /s/ PAUL EDMONDSON |
| | Paul Edmondson |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| By: | /s/ GEOFFREY WAIT |
| | Geoffrey Wait |
| | Principal Financial Officer |
27