The Arena Group Holdings, Inc. (NYSE American: AREN) (the “Company” or “The Arena Group”), a tech-powered media company home to more than 265 brands, including Sports Illustrated, TheStreet, Parade Media (“Parade”), and Men’s Journal, operating on a single technology platform, today announced that it has entered into definitive agreements with existing shareholders for the issuance and sale of 2,963,918 shares of its common stock at an offering price of $3.88 per share. After deducting estimated offering expenses, the net proceeds from the offering are expected to be approximately $11.3 million. The offering is expected to close on April 3, 2023, subject to the satisfaction of customary closing conditions.

Certain directors and officers of the Company, including Ross Levinsohn, Chairman and Chief Executive Officer of The Arena Group, along with other existing shareholders, are participating in the offering.

“This financing represents a vote of confidence from existing shareholders in The Arena Group’s strategy, progress, and opportunities,” commented Mr. Levinsohn. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The shares of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-268487) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 21, 2022, and declared effective on December 1, 2022. A prospectus supplement related to the shares will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities described herein. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About The Arena Group

The Arena Group creates robust digital destinations that delight consumers with powerful journalism and news about the things they love – their favorite sports teams, advice on investing, the inside scoop on personal finance, and the latest on lifestyle essentials. With powerful technology, editorial expertise, data management, and marketing savvy, the transformative company enables brands like Sports Illustrated, TheStreet, Parade, and Men’s Journal to deliver highly relevant content and experiences that consumers love. To learn more, visit www.thearenagroup.net.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning the Company’s ability to complete the offering, the anticipated use of net proceeds from the offering, and the timing of the closing of the offering. Other statements contained in this press release that are not historical facts are forward-looking statements. The Company has tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and other comparable terminology.

The Company cautions you that any forward-looking statements presented in this press release are based on the beliefs of, assumptions made by, and information currently available to us. Such statements are based on assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond the Company’s control or ability to predict. Although the Company believes that its assumptions are reasonable, it is not guaranteeing of future performance, and some will inevitably prove to be incorrect. As a result, the Company’s actual future results can be expected to differ from its expectations, and those differences may be material. Accordingly, you should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. Certain risks are discussed from time to time in the Company’s filings with the SEC, including but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2022, the prospectus supplement related to the offering, and other reports filed with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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