As filed with the Securities and Exchange Commission on July 21, 2017February 9, 2022

Registration No. 333-262111

Registration No. 333-217992

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT #2FORM S-1

TO(Pre-Effective Amendment No. 3)

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THEMAVEN, INC.The Arena Group Holdings, Inc.

(formerly known as theMaven, Inc.)

(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)

2125 Western Avenue, Suite 502200 Vesey Street

Seattle, WA 9812124th Floor
(775) 600-2765

New York, New York10281

(212)321-5002

(Address, including zip code, and telephone number, including area code, of registrant’sRegistrant’s principal executive offices)

James C. Heckman, Jr.Ross Levinsohn

President and Chief Executive Officer

theMaven,The Arena Group Holdings, Inc.

2125 Western Avenue, Suite 502200 Vesey Street
Seattle, WA 98121
(775) 600-2765

24th Floor

New York, New York10281

(212)321-5002

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after this registration statement becomes effective.Registration Statement is declared effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box:ý ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate 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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE 

The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)8(a) of the Securities Act of 1933 or until thethis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a)8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. The selling stockholderssecurities described herein may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell nor doesthese securities and it seekis not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUSTHE ARENA GROUP HOLDINGS, INC.

Subject to Completion,Dated July 21, 20172,371,541 SHARES OF COMMON STOCK

9,207,655Shares

Common Stock

This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 9,207,655 shares of our common stock by the selling stockholders identified in this prospectus or a supplement hereto. These shares consist of (i) shares of our common stock that we issued to certain selling stockholders pursuant to a private placement of shares of our common stock and (ii) shares of our common stock, and shares of our common stock underlying warrants and options, held by certain selling stockholders whoWe are exercising their “piggyback” registration rights.

This prospectus describes the general manner in which theoffering 2,371,541 shares of common stock, may be offered and sold by$0.01 par value per share (our “common stock”), of The Arena Group Holdings, Inc. (the “Company”), in a firm commitment underwritten public offering for whom B. Riley Securities, Inc. (“B. Riley Securities”) is acting as representative of the selling stockholders. If necessary,underwriters in the specific manner in which shares ofoffering (collectively, the “Underwriter”).

On February 9, 2022, our common stock may be offered and sold will be described in a supplementbegan trading on the NYSE American (the “NYSE American”) under the symbol “AREN.” Prior to this, prospectus.

We are not offering any shares ofour common stock for sale under this prospectus, and we will not receive any of the proceeds from the sale or other disposition of the shares of common stock offered hereby.

Our common stock iswas quoted on the OTCQBOTC Markets Group Inc.’s OTCQX^® Best Market (the “OTCQX”) under the symbol “MVEN.” On July 20, 2017,As of January 26, 2022, the last reported sale price of our common stock as reported on the OTCQBOTCQX (on which date, our common stock was $1.45.still quoted on the OTCQX) was $12.65 per share (as adjusted for the Reverse Stock Split). There is a limited public trading market for our stock. We have assumed a public offering price of $12.65 (as adjusted for the Reverse Stock Split), which represents the last reported bid price of our common stock as reported on the OTCQX on January 26, 2022, and as adjusted for the Reverse Stock Split (as defined below). The final public offering price of our common stock in this offering will be determined through negotiation between us and the Underwriter and may be issued at a discount to the then-current per share market price of our common stock. Further, the assumed public offering price of our common stock used throughout this prospectus may not be indicative of the final offering price.

Unless otherwise noted, and except in our financial statements and the notes thereto and the financial information contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, the share and per-share information in this prospectus reflects a reverse stock split of our outstanding common stock at an assumed one-for-twenty-two (1-for-22) ratio that was effective at 8:00 p.m. Eastern Time on February 8, 2022, and implemented at the beginning of trading on the NYSE American on February 9, 2022 (the “Reverse Stock Split”).

B. Riley Securities and/or its affiliates have indicated an interest in purchasing shares of our common stock in this offering at the public offering price. However, indications of interest are not binding agreements or commitments to purchase and such persons may determine to purchase fewer shares than they have indicated an interest in purchasing or may determine not to purchase any shares in this offering. In addition, the Underwriter could determine to sell fewer shares to B. Riley Securities and/or its affiliates than such persons indicate an interest in purchasing or could determine not to sell any shares to such persons.

This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find Additional Information.”

Investing in shares of our common stock involves a high degree of risk. Seesignificant risks. You should read the section entitled “Risk Factors” beginning on page 49 for a discussion of informationcertain risk factors that you should be considered in connection with an investmentconsider before investing in our securities.common stock.

Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of thesethe securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted to the Underwriter an option to purchase up to a maximum of 355,731 additional shares of our common stock from us at the public offering price above, less underwriting discounts and commissions, within 30 days of the date of the prospectus.

The Underwriter expects to deliver the shares of our common stock to purchasers on or before _______, 2022.

Sole Book-Running Manager

B. Riley Securities

Lead Manager

Lake Street

The date of this prospectus is , 2017________________, 2022.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus by theMaven, Inc. (“Parent”) and theMaven Network, Inc. (“Subsidiary”) (collectively “theMaven,” “Company” or “we”) contains “forward-looking statements,” within the meaningpotential violation of Section 27A5 of the Securities Act of 1933, as amended (the “Securities Act”),. The Original PowerPoint did not contain complete information regarding us and Section 21Eour business, including discussions of various risks and uncertainties regarding an investment in us, which are described in this prospectus. You should instead make your investment decision only after reading this entire prospectus carefully. The information in this prospectus clarifies, supersedes and replaces the information set forth in the Original PowerPoint. Please see the section entitled “Risk Factors” for additional information.

In an effort to provide more consistent disclosure across conformed time periods, we have updated certain of the Securities Exchange Act of 1934,information contained in the Original PowerPoint and have reflected such updates in this prospectus and have included the Revised PowerPoint as amended (the “Exchange Act”).an appendix to this prospectus. This necessarily resulted in certain variances that we believe are immaterial.

We urge investors to carefully review the information set forth in this prospectus prior to making an investment decision.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that may constitute “forward-looking statements.” Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning the Company’sour business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans and the adequacy of the Company’sour funding. Other statements contained in this prospectus that are not historical facts are also forward-looking statements. The Company hasWe have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”“estimates,” and other comparable terminology.

The Company cautions investors that any forward-lookingForward-looking statements presented in this prospectus or that the Companyand in any document incorporated by reference in this prospectus may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information currently available to, the Company. Suchinclude, for example, statements about:

These forward-looking statements are based on assumptions, andinformation available as of 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, they are not guaranteesdate 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, investors 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 in this prospectus and also from time to time in the Company’s other filings with the Securitiescurrent expectations, forecasts, and Exchange Commission (the “SEC”).

This prospectusassumptions, and all subsequent writteninvolve a number of judgments, risks, and oraluncertainties. Accordingly, forward-looking statements attributable to the Company orshould not be relied upon as representing our views as of any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company doessubsequent date, and we do not undertake any obligation to release publicly any revisions to itsupdate forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

RISK FACTORS

An investment in our common stocksecurities involves a high degree of risk. You should carefully consider the risks and uncertainties described below together withbefore making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

In the course of conducting our business operations, we are exposed to a variety of risks. Any of the other information in this prospectus, including our consolidated financial statementsrisk factors we describe below have affected or could materially and related notes, before investing in our common stock. If any of the following risks materialize,adversely affect our business, financial condition, operatingand results and prospects could be materially and adversely affected. In that event, theof operations. The market price of shares of our common stock could decline, possibly significantly or permanently, if one or more of these risks and you could lose part uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

RISKS RELATED TO OUR BUSINESS AND OUR FINANCIAL CONDITION

Our business operations have been and may continue to be materially and adversely affected by the outbreak of COVID-19. An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread globally. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. Many national governments and sports authorities around the world made the decision to postpone/cancel high attendance sports events in an effort to reduce the spread of the COVID-19 virus. In addition, many governments and businesses limited non-essential work activity, furloughed, and/or terminated many employees and closed some operations and/or locations, all of your investment.which has had a negative impact on the economic environment.

Risks RelatedBeginning in March 2020, as a result of the COVID-19 pandemic, our revenue and earnings began to Our Businessdecline largely due to the cancellation of high attendance sports events and the resulting decrease in traffic to the Platform and advertising revenue. This initial decrease in revenue and earnings were partially offset by revenues generated by TheStreet, as well as some recovery of sporting events (including, in some cases, limited in-person attendance) that have generated content for the media business (the “Sports Illustrated Licensed Brands”) of Sports Illustrated (“Sports Illustrated”) that we have the right to operate pursuant to the licensing agreement, as amended by Amendment No. 1 dated September 1, 2019, Amendment No. 2 dated April 1, 2020, Amendment No. 3 dated July 28, 2020, Amendment No. 4 dated June 4, 2021, and side letter dated June 4, 2021 (collectively, the “Sports Illustrated Licensing Agreement”), we previously entered into with ABG-SI LLC (“ABG”). Through 2021, we increasingly saw sports leagues and events return to pre-pandemic scheduling, as well as additional lifting of restrictions on in-person attendance at sporting events, which have continued to result in some recovery of our operational and financial performance. Despite this initial recovery, the future impact, or continued impact, from the COVID-19 pandemic remains uncertain.

The extent of the impact on our operational and financial performance will depend, in part, on future developments, including the duration and spread of the COVID-19 pandemic, related group gathering and sports event advisories and restrictions, and the extent and effectiveness of containment actions taken, all of which remain uncertain at the time of issuance of our accompanying consolidated financial statements.

These and other impacts of the COVID-19 pandemic, or other pandemics or epidemics, could have the effect of heightening many of the other risks described in the registration statement of which this prospectus forms a part under this “Risk Factors” section.

Because we are an early growth company, we face many obstacles as a new venture,of the effects of COVID-19 pandemic and thereforethe uncertainty about their persistence, we may neverneed to raise more capital to continue operations. At September 30, 2021, we had cash of approximately $8.2 million. We have seen stabilization in our markets since May 2020 and believe that based on our current assessment of the impact of COVID-19, we have sufficient resources to fully fund our business operations through 12 months from the filing date of this registration statement. However, due to the continuing uncertainty regarding the duration of the impact of COVID-19 and its effect on our financial performance and the potential that our traffic and advertising revenue becomes destabilized again, we may require additional capital. We did not have difficulties accessing the capital markets during 2020 and 2021, however, due to the continuing uncertainty surrounding COVID-19, we may experience difficulties in the future.

As market conditions present uncertainty as to our ability to secure additional capital, there can be no assurances that we will be able to fully executesecure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our offerings and competing technological and market developments. We may need to raise funds through public or private financings, strategic relationships, or other arrangements. There can be no assurance that such funding will be available on terms acceptable to us, or at all. Furthermore, any equity financing may be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business plan. To date,matters. Strategic arrangements may require us to relinquish our operationsrights or grant licenses to some or substantial parts of our intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have focused on research and development and initial business development efforts. We have no revenuesrights, preferences, or privileges senior to date.those of the holders of our existing capital stock. If weadequate funds are not able to develop our revenues, obtain additional capital as needed from time to time, and achieve market acceptance for our technology platform, we will have to reduce or curtail our business operations. In such case, investors will lose all or a portion of their investment.

Because our business and marketing plans may be unsuccessful,available on acceptable terms, we may not be able to continue operations as a going concern. Our abilityoperating, develop or enhance products, take advantage of future opportunities, or respond to continue as a going concern is dependent upon our generating cash flow that is sufficient to fund operations or finding adequate investment or borrowed capital to support our operations. To date we have relied entirely on equity financing and loans from our shareholders and related parties to fund our operations. Our platform and product development objectives and our business and marketing plans may not be successful in achieving a sustainable business and generating revenues. We have no arrangements in place for sufficient financing to be able to fully implement our business plan. If we are unable to continue as planned currently, we may have to curtail some or allcompetitive pressures, any of our business plan and operations. In such case, investors will lose all or a portion of their investment.

We currently have been generating operating losses, and we may never achieve profitability. We have had and we expect to continue to have losses in the near term and will rely on capital funding or borrowings to fund our operations. To date, capital funding has been limited in amount. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our development and business plan.

We have a limited operating history, which makes it difficult to forecast whether or not our business will be successful. Since founding of theMaven in July 2016, the management team has focused entirely on the theMaven Platform development and product strategy, hiring technological talent, and signing channel partners. Accordingly, we have only a limited operating history in the development stage and no market oriented operations; this limited operating experience makes it difficult to forecast our future operating results. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in an early stage of development and product introduction, particularly companies engaged in rapidly evolving technology offerings and markets. There can be no assurance that we will be successful in addressing these risks and keeping pace with developments, and the failure to do so could have a material adverse effect on our business, operating results, and financial condition.

We have incurred losses since our inception, have yet to achieve profitable operations, and anticipate that we will continue to incur losses for the foreseeable future. We have had losses from inception, and as a result, have relied on capital funding or borrowings to fund our operations. Our operating resultsaccumulated deficit as of December 31, 2020 was approximately $162.3 million. Our accumulated deficit as of September 30, 2021 was approximately $233.1 million. While we anticipate generating positive cash flow in fiscal 2022, the uncertainty surrounding the COVID-19 pandemic yields some doubt as to our ability to do so and could require us to raise additional capital. We cannot predict whether we will be able to continue to find capital to support our business plan if the negative effects of the COVID-19 pandemic continue longer than anticipated.

We identified material weaknesses in our internal control over financial reporting. If we do not adequately address these material weaknesses or if other material weaknesses or significant deficiencies in our internal control over financial reporting are discovered, our financial statements could contain material misstatements and our business, operations and stock price may be variable,adversely affected. As disclosed under Item 9A, Controls and thereforeProcedures, of our future prospectsAnnual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”), our management identified material weaknesses in our internal control over financial reporting at December 31, 2020. We continued to have material weaknesses in our internal controls over financial reporting at March 31, 2021, June 30, 2021, and September 30, 2021. We expect to have remediated our material weaknesses in our internal control over financial reporting by December 31, 2021, which would be determined and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, of which there can be no assurance. Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Although no material misstatement of our historical financial statements was identified, the existence of these material weaknesses or significant deficiencies could result in material misstatements in our financial statements and we could be required to restate our financial statements. Further, significant costs and resources may be difficult for investorsneeded to remediate the identified material weaknesses or any other material weaknesses or internal control deficiencies. If we are unable to remediate, evaluate, and analysis to assess. Our operating results are likely to fluctuate significantlytest our internal controls on a timely basis in the future, duemanagement will be unable to conclude that our internal controls are effective and our independent registered public accounting firm will be unable to express an unqualified opinion on the effectiveness of our internal controls. If we cannot produce reliable financial reports, investors may lose confidence in our financial reporting, the price of our common stock could be adversely impacted and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which could negatively impact our business, financial condition, and results of operations.

As of the date of filing this registration statement, we currently lack certain internal controls over our financial reporting. While we have six independent directors serving on our Board, have added to our accounting staff, and have hired a Chief Technology Officer, we are still implementing such internal controls at this time. The lack of such controls makes it difficult to ensure that information required to be disclosed in our reports filed and submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported as and when required. 

We cannot assure you that we will be able to develop and implement the necessary internal controls over financial reporting. The absence of such internal controls may inhibit investors from purchasing our shares and may make it more difficult for us to raise debt or equity financing.

If we fail to retain current users or add new users, or if our users decrease their level of engagement with the Platform, our business would be seriously harmed. The success of our business heavily depends on the size of our user base and the level of engagement of our users. Thus, our business performance will also become increasingly dependent on our ability to increase levels of user engagement in existing and new markets. We are continuously subject to a variety of factors. Due to the potential breadth of the marketshighly competitive market in which we plan to deploy our platform and seek market acceptance and our limited operating history, we believe it will be difficult to accurately forecast our revenues and operating results in our market launch phases. Factors that may slow or harm our business or cause our operating results to fluctuate include the following:

Any change in one or more of these factors, as well as others, could cause our annual or quarterly operating results to fluctuate. Any change in one or more of these factors could reducenegatively affect user retention, growth, and engagement, including if:

Any decrease in user retention, growth, or engagement could render our gross marginsproducts less attractive to users, advertisers, or our Publisher Partners, thereby reducing our revenues from them, which may have a material and adverse impact on our business, financial condition, and results of operations. In addition, there can be no assurance that we will succeed in future periods.developing products and services that eventually become widely accepted, that we will be able to timely release products and services that are commercially viable, or that we will establish ourselves as a successful player in a new business area. Our inability to do so would have an adverse impact on our business, financial condition, and results of operations.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.The digital media industry is fragmented and highly competitive. There are many players in the digital media market. The market, offerings range from groupsmany with greater name recognition and financial resources, which may give them a competitive advantage. Some of similar media to some that are unique, but quickly replicable.our current and potential competitors have substantially greater financial, technical, marketing, distribution, and other resources than we do. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, customer, and user requirements and trends. With the introduction of new technologies, the evolution of our platform, and new market entrants, we expect competition to intensify in the future. Some of our current and potential competitors have substantially greater financial, technical, marketing, distribution and other resources than we do. As a result, they may be able to respond more rapidly than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, our customers and strategic partners may become competitors in the future. Certain of our competitors may be able to negotiate alliances with strategic partners on more favorable terms than we are able to negotiate. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses, or the failure of our platformthe Platform to achieve or maintain more widespread market acceptance, any of which could adversely affect our revenues and operating results.

We are dependent upon With the acceptanceintroduction of theMaven platform. The market for our media platform is constantly evolving and is characterized by rapid change and competitor entrants. Our future operating results depend onnew technologies, the development and growthevolution of the Platform, and new market for our media platforms. We intendentrants, we expect competition to spend considerable resources educating potential channel partners andintensify in the ultimate users about our platforms. However, we cannot provide assurance that such expenditures will enable our platform to achieve or maintain any significant degree of market acceptance.future.

We may have difficulty managing our growth. As we approach the launch of our technology platform, weWe have added, and expect to continue to add, channel partnerPublisher Partner and end-user support capabilities, to continue software development activities, and to expand our administrative operations. This expansion isIn the past two years, we have entered into multiple strategic transactions. These strategic transactions, which have significantly expanded our business, have and are expected to place a significant strain on our management,managerial, operational, and financial resources. To manage any further growth, we will be required to improve existing, and implement new, operational, customer service, and financial systems, procedures and controls and expand, train, and manage our growing employee base. We also will be required to expand our finance, administrative, technical, and operations staff. There can be no assurance that our current and planned personnel, systems, procedures, and controls will be adequate to support our anticipated growth, that management will be able to hire, train, retain, motivate, and manage required personnel or that our management will be able to successfully identify, manage and exploit existing and potential market opportunities. If we are unable to manage growth effectively, our business could be harmed.

The strategic relationships that we may be able to develop and on which we may come to rely may not be successful. We will seek to develop strategic relationships with advertising, media, technology, and other companies to enhance the efforts of our market penetration, business development, and advertising sales revenues. These relationships are expected to, but may not, succeed. There can be no assurance that these relationships will develop and mature, or that potential competitors will not develop more substantial relationships with attractive partners. Our inability to successfully implement our strategy of building valuable strategic relationships could harm our business.

If our efforts to attract and retain users are not successful, our business will be adversely affected.We are currently developing our platforms and do not yet have any users of our services. In the future, our ability to attract users will depend in partrely heavily on our ability to providecollect and disclose data and metrics in order to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on our users with uniqueability to collect and focused content choices. The relative service levels, content offerings, pricing and related features of competitors todisclose data that our service and products may adversely impactadvertisers find useful would impede our ability to attract and retain users. If users do not perceive our service offering toadvertisers. Our advertising revenue could be seriously harmed by many other factors, including:

The occurrence of value,any of these or other factors could result in a reduction in demand for advertisements, which may reduce the prices we may not be able to attract and retain users and may not be able to get any revenue from paid membership. Furthermore, if we cannot build a meaningful membership base, we may not be able to engender interest from potential advertisers and generate any revenue from advertising and sponsorship. Even if we can successfully attract users to subscribereceive for our services, users will be ableadvertisements or cause advertisers to cancel our service for many reasons. We must continually add new users both to replace canceled memberships and to growstop advertising with us altogether, either of which would negatively affect our business, beyond the then current user base. If we are unable to successfully attract users, our business will be adversely affected.financial condition, and results of operations.

The sales and payment cycle for online advertising is long, and such sales, which were significantly impacted by the COVID-19 pandemic during 2020 and the beginning of 2021, may not occur when anticipated or at all. The decision process is typically lengthy for brand advertisers and sponsors to commit to online campaigns. Some of their budgets are planned a full year in advance. The COVID-19 pandemic significantly impacted the amount and pricing of advertising throughout the media industry during 2020 and to a lesser extent in 2021. It is still uncertain when and to what extent advertisers will return to pre-pandemic spending levels. The decision process for such purchases, even in normal business situations, is subject to delays and aspects that are beyond our control. In addition, some advertisers and sponsors take months after the campaign runs to pay, and some may not pay at all, or require partial “make-goods” based on performance. As we have not commenced substantive approaches to the Channel Partners, we cannot yet determine the terms of use they will demand or their payment behavior. Any delay or loss in sales of online advertising could adversely affect our operating results.

The sales cycle for paid memberships may be longer than currently anticipated. We anticipate selling the memberships directly to consumers via online methodologies. It may take longer than we currently anticipate to start generating a significant volume of subscribers. We understand that we will have to convince consumers to purchase memberships, which in turn will depend on their perception of the value provided by our channel partners’ content and communities. Such value perception is subject to aspects that are beyond our control. Sales will usually be through online credit card transactions; these types of transactions are subject to chargebacks and cancellations that may reduce revenues. Any delay in generating membership sales or losses in sales of online memberships could adversely affect our operating results.

We are dependent on the continued services and on the performance of our seniorkey executive officers, management team, and other key personnel.personnel, the loss of which could adversely affect our business. Our future success largely depends upon the continued services of our key executive officers, management team, and other key personnel. The loss of the services of any of our executive officers, such as Messrs. Heckman, Sornsin, Joldersma, Jacobs and Heimbigner or other key employeespersonnel could have a material adverse effect on our business, operating results, and financial condition. We depend on the continued services of our key personnel as they work closely with both our employees and our Publisher Partners. Such key personnel are also responsible for our day-to-day operations. Although we have employment contractsagreements with some of our key personnel, these are at willat-will employment agreements, albeit with non-competition and confidentiality provisions and other rights typically associated with employment agreements. We do not believe that any of our executive officers are planning to leave or retire in the near term; however, we cannot be certain that our executive officers or members of our management team will remain with us. We also depend on our ability to identify, attract, hire, train, retain, and motivate other highly skilled technical, managerial, sales, operational, business development, and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate, or retain sufficiently qualified personnel. The failureloss or limitation of the services of any of our executive officers, members of our management team, or key personnel, including our regional and country managers, or the inability to attract and retain necessary skilledadditional qualified key personnel, could have a material adverse effect on our business, financial condition, or results of operations.

We are dependent on the continued services and on the performance of key third party content contributors, the loss of which could adversely affect our business. We rely on content contributed by third party providers, which has in turn attracted users that drive advertising and subscription revenue. The loss of the services of any of such key contributors could have a material adverse effect on our business, operating results, and financial condition. Although we have service agreements with some of our key contributors, many are short term in nature or have cancelation clauses in the agreements. We also depend on our ability to identify, attract, and retain other highly skilled third-party content contributors. Competition for such contributors is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain them. The loss or limitation of the services of any of our key third party contributors, or the inability to attract and retain additional qualified key contributors, could have a material adverse effect on our business, financial condition or results of operations.

Our revenues could decrease if our platforms dothe Platform does not continue to operate as intended. Our platform technologies will performThe Platform performs complex functions and areis vulnerable to undetected errors or unforeseen defects that could result in a failure to operate or inefficiency.efficiently. There can be no assurance that errors and defects will not be found in current or new products or, if discovered, that we will be able to successfully correct them in a timely manner or at all. The occurrence of errors and defects could result in loss of or delay in revenue, loss of market share, failure to achieve market acceptance, increased development costs, diversion of development resources and injury to our reputation or damage to our efforts to buildexpand brand awareness.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.Our growth will depend in part on the ability of our users and channel partnersPublisher Partners to access our technology platformthe Platform at any time and within an acceptable amount of time. We believe that our platformthe Platform is proprietary and we rely on the expertise of members of our engineering, operations, and software development teams for their continued performance. It is possible that once theMaven platforms are up and running, wethe Platform may experience performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing our platformthe Platform software simultaneously, denial of service attacks, or other security related incidents. Until we have operating experience, weWe may not be able to identify the cause or causes of any performance problems within an acceptable period of time. It may be that it will be difficult to maintain and/or improve our performance, especially during peak usage times and as our platformthe Platform becomes more complex and our user traffic increases. If our platformthe Platform software is unavailable or if our users are unable to access it within a reasonable amount of time, or at all, our business would be negatively affected. Therefore, in the event of any of the factors described above, or certain other failures of our infrastructure, partner or user data may be permanently lost. Moreover, we expectthe partnership agreements (“Partnership Agreements”) with our channel partner agreements toPublisher Partners include service level standards that obligate us to provide credits or termination rights in the event of a significant disruption in our platform.the Platform. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be adversely affected.

We intend to operate our exclusive networkcoalition of professional-managed online media channels on third party cloud platforms and data center hosting facilities. We will rely on software and services licensed from, and cloud platforms provided by, third parties in order to offer our digital media services. Any errors or defects in third-party software or cloud platforms could result in errors in, or a failure of, our digital media services, which could harm our business. Any damage to, or failure of, these third-party systems generally could result in interruptions in the availability of our digital media services. As a result of this third-party reliance, we may experience the aforementioned issues, which could cause us to render credits or pay penalties, could cause channel partnersour Publisher Partners to terminate their contractual arrangements with us, and could adversely affect our ability to grow our audience of unique visitors, all of which could reduce our ability to generate revenue. Our business would also be harmed if our customersusers and potential customersusers believe our product and services offerings are unreliable. In the event of damage to, or failure of, these third-party systems, we would need to identify alternative channels for the offering of our digital media services, which would consume substantial resources and may not be effective. We are also subject to certain standard terms and conditions with Amazon Web Services and Google Cloud related to data storage purposes. These providers have broad discretion to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us. Therefore, we believe that maintaining successful partnerships with Amazon Web Services, Google Cloud, and other third-party suppliers is critical to our success.

Real or perceived errors, failures, or bugs in our technology platformsthe Platform could adversely affect our operating results and growth prospects.Because our technology platform will bethe Platform is complex, undetected errors, failures, vulnerabilities, or bugs may occur, especially when updates are deployed. Despite testing by us, errors, failures, vulnerabilities, or bugs may not be found in our technology platformthe Platform until after they are deployed to our customers. We expect from time to time to discover software errors, failures, vulnerabilities, and bugs in our technology platformsthe Platform and anticipate that certain of these errors, failures, vulnerabilities, and bugs will only be discovered and remediated after deployment to channel partnersour Publisher Partners and used by subscribers. Real or perceived errors, failures, or bugs in our software could result in negative publicity, loss of or delay in market acceptance of our technology platforms,the Platform, loss of competitive position, or claims by channel partnersour Publisher Partners or subscribers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem.

Malware, viruses, hacking attacks, and improper or illegal use of the Platform could harm our business and results of operations. Malware, viruses, and hacking attacks have become more prevalent in our industry and may occur on our systems in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware, or other computer equipment, and the inadvertent transmission of computer viruses could harm our business, financial condition, and operating results. Any failure to detect such attack and maintain performance, reliability, security and availability of products and technical infrastructure to the satisfaction of our users may also seriously harm our reputation and our ability to retain existing users and attract new users.

Our information technology systems are susceptible to a growing and evolving threat of cybersecurity risk. Any substantial compromise of our data security, whether externally or internally, or misuse of agent, customer, or employee data, could cause considerable damage to our reputation, cause the public disclosure of confidential information, and result in lost sales, significant costs, and litigation, which would negatively affect our financial position and results of operations. Although we maintain policies and processes surrounding the protection of sensitive data, which we believe to be adequate, there can be no assurances that we will not be subject to such claims in the future.

If we are unable to develop and maintain successful relationships with channel partners and publishers,protect our intellectual property rights, our business operating results, and financial condition could be adversely affected.suffer. We believe that growth in our business is dependent upon identifying, developing, and maintaining strong relationships with channel partners that can drive substantial revenue by delivering strong content and communities to end users. If we fail to identify channel partners that provide the right content and foster the communities we need for growth and branding, in a timely and cost-effective manner, or at all, or are unable to assist our channel partners in delivering great content and communities that drive both advertising and membership and subscription revenue, our business, results of operations, and financial condition could be adversely affected. If our channel partners do not effectively deliver great content and communities, or fail to meet the needs of end users, our reputation and ability to grow our business may also be adversely affected.

If the protection of trademark, brands and other proprietary rights is inadequate, we could lose our proprietary right, suffer a diminution of reputations and experience a loss of revenues.Our success significantly depends on our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology. DespiteHowever, these precautions, itonly afford limited protection, and unauthorized parties may be possible for unauthorized third partiesattempt to copy portionsaspects of our productsthe Platform’s features and functionality, or reverse engineer or obtain andto use information that we regard as proprietary.consider proprietary or confidential. There can be no assurance that our platformsthe Platform will be protectable by patents, but if they are, any efforts to obtain patent protection that is not successful may harm our business in that others will be able to use our technologies. For example, previous disclosures or activities unknown at present may be uncovered in the future and adversely impact any patent rights that we may obtain. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. There can be no assurance that the steps taken by us to protect our proprietary rights will be adequate or that third parties will not infringe or misappropriate our trademarks, copyrights, and similar proprietary rights. If we resort to legal proceedings to enforce our IPintellectual property rights, those proceedings could be expensive and time-consuming and could distract our management from our business operations.

The brand “TheMaven®” Our business, profitability and any related trademarks willgrowth prospects could be an important partadversely affected if we fail to receive adequate protection of our sales effort.proprietary rights.

We believe that establishing and maintaining the “TheMaven®” brand name and any related trade and service marks willcould be importantrequired to our success and crucial in gaining new users and new channel partners and publishers. The importance of brand recognition may increasecease certain activities and/or incur substantial costs as a result of establishedany claim of infringement of another party’s intellectual property rights. Some of our competitors, and new competitors offering serviceother third parties, may own technology patents, copyrights, trademarks, trade secrets and products similarwebsite content, which they may use to ours. To the extent we are able, with our limited funding and personnel, we intend to increase our marketing and branding expenditures in an effort to increase awareness of “TheMaven®” brand. If our brand-building strategy is unsuccessful, these expenses may never be recovered, we may be unable to obtain sponsorships or generate any revenue, and our business could be harmed.

Intellectual propertyassert claims against us can be costly and could impair our business.us. We cannot predict whether third partiesassure you that we will assertnot become subject to claims of infringement against us, or whether any future assertions or prosecutions will harm our business. Although we take significant steps to make sure that our technologies do not infringe on the rights of others, as our employees have worked in our industry for many years, there is always the possibility that another person or company may assert that we have built on their proprietarymisappropriated or misused other parties’ intellectual property rights. IfAny claim or litigation alleging that we are forced to defend against any such claims, whether they arehave infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, and whether or arenot settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel.

The results of any intellectual property litigation to which we might become a party may face costly litigation, diversionrequire us to do one or more of technical and management personnel,the following:

If we are required to make substantial payments or product launch delays,undertake any of which could adversely impact our business. Asthe other actions noted above, as a result of such a dispute, we may have to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, if at all. If there is a successful claim ofany intellectual property infringement claims against us, and we are unable to develop non-infringing technologysuch payments or to license the infringed or similar technology oncosts could have a timely basis,material adverse effect upon our business could be impaired.and financial results.

We will beare subject to a wide rangevariety of privacy laws and other internet laws. A number of government authorities, bothregulations in the United States and abroad that involve matters central to our business, including privacy, data protection, and private parties are increasing their focus on privacy issues, thepersonal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, personal information, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, employee classification, product liability, taxation, economic or other trade prohibitions or sanctions, securities law compliance, and online payment services. The collection, use, retention and sharing of personal information market collection databy us and activities that might be considered spam. Enforcement may be by state attorney general offices andour third-party service providers is subject to international, federal, prosecutors acting under a wide range of state, and federal laws aboutlocal data privacy, data collectionprotection and use of the internet in certain ways, some of which laws may be applicable to us through our users and clients, such as our advertisers, within our communities. Some laws require encryption systems which may make our operations more costly to develop and monitor for continuing compliance. Overall, all of these laws will require substantial compliance efforts, which will be at an economic cost to us. If we violate these laws, we may be subject to monetary penalties and other civil fines. Some statutes may have criminal liability associated with violations. These laws are under constant review and amendment or addition as issues are seen to develop as the internet continues to become a more active part of the way we do business and interact. Our business could be adversely affected if there are newsecurity laws and regulations, or decisions thatwhich have become increasingly stringent, are restrictive or impose difficult or expensive operations processesrapidly evolving, and are likely to remain uncertain for the foreseeable future. All states have enacted some form of data privacy legislation, including data security and breach notification laws in all 50 states, and some form of regulation regarding the storage, transmission,collection, use and/orand disclosure of personal information at the federal level and in several states. These laws are not consistent and compliance in the event of a widespread data breach could be costly. In addition, foreign data protection, privacy, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States. Many of these laws and regulations are still evolving and could be interpreted or applied in ways that could limit or harm our business, require us to make certain fundamental and potentially detrimental changes to the products and services we offer, or subject us to claims. For example, laws relating to the liability of providers of online services for activities of their users and other third-parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright, trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, there have been calls by members of Congress, from both parties, to limit the scope of the current immunities and safe harbors afforded online publishers with regard to user content and communications under the federal Digital Millennium Copyright Act and the federal Communications Decency Act. Any material reduction of those protections would make us more vulnerable to third party claims arising out of user content published by our online services. Finally, the introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, monetary penalties, or other government scrutiny.

United States federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change, which could adversely affect our business. The application, interpretation, and enforcement of federal, state, and foreign laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. Any change in legislation and regulations could affect our business. For example, regulatory or legislative actions affecting the manner in which we display content to our users or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.

Furthermore, significant penalties could be imposed on us for failure to comply with various statutes or regulations. Violations may result from:

While we prioritize ensuring that our business and compensation model are compliant, and that any product or income related claims are truthful and non-deceptive, we cannot be certain that the Federal Trade Commission (“FTC”) or similar regulatory body in another country will not modify or otherwise amend its guidance, laws, or regulations or interpret them in a way that would render our current practices inconsistent with the same.

Our services involve the storage and transmission of digital information; therefore, cybersecurity incidents, including those caused by unintentional errors and those intentionally caused by third parties, may expose us to a risk of loss, unauthorized disclosure or other misuse of this information, litigation liability and regulatory exposure, reputational harm and increased security costs. We and our third-party service providers experience cyber-attacks of varying degrees on a regular basis. We expect to incur significant costs in ongoing efforts to detect and prevent cybersecurity-related incidents and these costs may increase in the event of an actual or perceived data breach or other cybersecurity incident. The COVID-19 pandemic has increased opportunities for cyber-criminals and the risk of potential cybersecurity incidents, as more companies and individuals work online. We cannot ensure that our efforts to prevent cybersecurity incidents will succeed. An actual or perceived breach of our cybersecurity could impact the market perception of the effectiveness of our cybersecurity controls. If our users or business partners, including our Publisher Partners, are harmed by such an incident, they could lose trust and confidence in us, decrease their use of the social media aspectsour services or stop using them entirely. We could also incur significant legal and financial exposure, including legal claims, higher transaction fees and regulatory fines and penalties, which in turn could have a material and adverse effect on our business, reputation and operating results. While our insurance policies include liability coverage for certain of these types of matters, a significant cybersecurity incident could subject us to liability or other damages that exceed our platforms and products or otherwise affect our users, advertisers and media partners. We cannot currently indicate what new legislation or regulation that might be that would impose new or additional technology requirements on us, limit our ability to collect, transmit, store and use the information, or if government authorities or private parties challenge our privacy and business practices.insurance coverage.

Prior employers of our employees may assert violations of past employment arrangements. Our employees are highly experienced, partly because they havehaving worked in our industry for many years; prioryears. Prior employers may try to assert that our employees are breaching restrictive covenants and other limitations imposed by past employment arrangements. We believe that all of our employees are free to work for us in their various capacities and have not breached past employment arrangements. Notwithstanding our care in our employment practices, a prior employer may assert a claim. Such claims will be costly to contest, and highly disruptive to our work environment, and may result in abe detrimental effect onto our operations.

Our products may require availability of components or known technology from third parties and their non-availability can impede our growth.We license/buy certain technology integral to our products from third parties, including open-source and commercially available software. Our inability to acquire and maintain any third-party product licenses or integrate the related third-party products into our products in compliance with license arrangements, could result in delays in product development until equivalent products can be identified, licensed, and integrated. We also expect to require new licenses in the future as our business grows and technology evolves. We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

Government regulations may increase our costs of doing business.The adoption or modification of laws or regulations relating to online media, communities, commerce, security, and privacy could harm our business, operating results, and financial condition by increasing our costs and administrative burdens. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, security, libel, consumer protection, and taxation apply. Laws and regulations directly applicable to Internet activities are becoming more diverse and prevalent in all global markets. We must comply with regulations in the United States, as well as any other regulations adopted by other countries where we may do business. The growth and development of Internet content, commerce and communities may prompt calls for more stringent consumer protection laws, privacy laws and data protection laws, both in the United States and abroad, as well as new laws governing the taxation of these activities. Compliance with any newly adopted laws may prove difficult for us and may harm our business, operating results, and financial condition.

We will require additional capitalmay face lawsuits or incur liabilities in the future in connection with our businesses. In the future, we may face lawsuits or incur liabilities in connection with our businesses. For example, we could face claims relating to information that is published or made available on the Platform. In particular, the nature of our business exposes us to claims related to defamation, intellectual property rights and rights of publicity and privacy. We might not be able to monitor or edit a significant portion of the content that appears on the Platform. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear and where we may be less protected under local laws than we are in the United States. We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. If any of these events occur, our business could be seriously harmed.

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

You should rely only on statements made in this prospectus in determining whether to purchase our shares. We furnished the Original PowerPoint as Exhibit 99.2 to a Current Report on Form 8-K and Current Report on Form 8-K/A filed on January 31, 2022 and February 1, 2022, respectively. As described in the risk factor below, the Original PowerPoint may have constituted the communication of an “offer to buy or sell” in potential violation of Section 5 of the Securities Act. The Original PowerPoint did not contain complete information regarding us, including a discussion of various risks and uncertainties regarding an investment in us, described in this prospectus. As a result, we have included the Revised PowerPoint as an appendix to this prospectus. You should make your investment decision only after reading this entire prospectus carefully. The information in this prospectus clarifies, supersedes and replaces the information set forth in the Original PowerPoint.

We may have contingent liability arising out of a possible violation of the Securities Act, in connection with the Original PowerPoint which we furnished as Exhibit 99.2 to our Current Report on Form 8-K, and the Current Report on Form 8-K/A, filed with the Commission on January 31, 2022, and February 1, 2022, respectively. On January 31, 2022, and February 1, 2022, we furnished, as Exhibit 99.2 to a Current Report on Form 8-K, and a Form 8-K/A, respectively, a copy of the Original PowerPoint. The furnishing of the Original PowerPoint publicly may have constituted the communication of an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the Original PowerPoint may be deemed to be a prospectus that does not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation of Section 5(b)(1) of the Securities Act.

If the Original PowerPoint is proven to be a violation of Section 5 of the Securities Act because it is deemed to be a prospectus that does not meet the requirements of Section 10 of the Securities Act, we could have a contingent liability arising out of such violation. Any liability would depend upon the number of shares purchased by the “recipients” of the Original PowerPoint that may have constituted a violation of Section 5 of the Securities Act. If a claim were brought by any such recipients of the Original PowerPoint and a court were to conclude that the public dissemination of such Original PowerPoint constituted a violation of Section 5 of the Securities Act, we could be required to repurchase the shares sold to investors who reviewed such Original PowerPoint, at the original purchase price, plus statutory interest from the date of purchase, for claims brought during a period of one year from the date of their purchase of our common stock. We could also incur considerable expense in contesting any such claims. Further, if our use of the Original PowerPoint is deemed to be a violation of Section 5 of the Securities Act, the Commission and/or relevant state regulators could impose monetary fines or other sanctions under relevant federal and state securities laws. Such payments, expenses and fines, if required, could significantly reduce the amount of working capital we have available for our operations and business plan, delay or prevent us from completing our plan of operations, or force us to raise additional funding, which funding may not be available on favorable terms, acceptable to us, orif at all. Our future liquidity and capital requirements will depend upon numerous factors, including Additionally, the successvalue of our offerings and competing technological and market developments. Wesecurities will likely decline in value in the event we are deemed to needhave liability, or are required to raise funds through publicmake payments, pay expenses or private financings, strategic relationships or other arrangements. face sanctions in connection with the potential claim described above.

There canmay be no assurance that such funding, will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Strategic arrangements may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences or privileges senior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable terms, we may not be able to continue operating, develop or enhance products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results and financial condition.

Management has the right to vote a substantial amount of the Common Stock, and will be able to influence the business of the Company. Management, including the directors and officers of the Company, beneficially own about 13,511,714 shares of Common Stock, representing about 50% of the Common Stock. As a result of this amount of ownership, management will be able to influence the election of directors and will be able to influence the business plan and overall business direction of the Company.

There is not an activeliquid market for the Common Stock.our common stock. We provide no assurances of any kind or nature whatsoever that an active market for the Common Stockour common stock will ever develop. There has been no sustained activity in the market for the Common Stock.our common stock. Investors should understand that there may be no alternative exit strategy for them to recover or liquidate their investments in the Common Stock.our common stock. Accordingly, investors must be prepared to bear the entire economic risk of an investment in the Companyus for an indefinite period of time. IfEven if an active market ever develops for the Common Stock, we anticipate that our then financial condition, platform and product offerings, and our roll out strategy and implementation will greatly impact the market value of the Common Stock. The market value at any point in time may not reflect the value of the business or our business prospects.

There may be no liquid market for our Common Stock. Even if a trading market develops over time, we cannot predict how liquid that market might become. Our common stock is newly traded on the NYSE American (and previously was quoted on the OTCM’s OTCQX). Trading in stock quoted on over-the-counter markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The trading price of the Common Stockour common stock is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control.

These factors include:

In addition, the stock market in general experiences price and volume fluctuations that often are unrelated or disproportionate to the operating performance of public companies. These broad market and industry factors may seriously harm the market price of the Common Stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We are subject to the reporting requirements of the United States securities laws, which will require expenditure of capital and other resources.resources, and may divert management’s attention.We are a public reporting company subject to the information and reporting requirements of the Securities Exchange Act, of 1934 and other federal securities laws, including, without limitation, compliance with the Sarbanes-Oxley Act (“Sarbanes”). The costs of preparing and filing annual and quarterly reports, proxy statements, and other informationapplicable securities rules and regulations. Complying with the SECthese rules and furnishing auditedregulations have caused us and will continue to cause us to incur additional legal and financial compliance costs, make some activities more difficult, be time-consuming or costly, and continue to increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to stockholdersour business and operating results. The cost of maintaining current financial reporting has been, and will cause our expensescontinue to be, substantially higher than they would otherwise be if we were privately-held. It will be difficult, costly, and time-consuminga financial burden for us to develop and implement internal controls and reporting procedures required by Sarbanes, and we will require additional staff and third-party assistance to develop and implement appropriate internal controls and procedures.us. If we fail to or are unable to comply with Sarbanes, we will not be able to obtain independent accountant certifications that the Sarbanes requires publicly-tradedpublicly traded companies to obtain.

Investor confidence Further, by complying with public disclosure requirements, our business and market price of our sharesfinancial condition are more visible, which we believe may be adversely impacted because we are unable to attest to the adequacy of the internal controls over our financial reporting, as required by Section 404 of the U.S. Sarbanes-Oxley Act of 2002. The SEC, as directed by Section 404 of Sarbanes, adopted rules requiring public companies to include a report of management of their internal control structure and procedures for financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of their internal controls over financial reporting. We have reportedresult in the Annual Reportlikelihood of increased threatened or actual litigation, including by competitors and other third parties. Compliance with these additional requirements may also divert management’s attention from operating our business. Any of these may adversely affect our operating results.

Once our common stock is listed on Form 10-K, filed for the fiscal year ended December 31, 2016, that management concludedNYSE American, there is a material weakness in our internal controls and procedures. The material weakness relates to the lack of segregation of duties in our financial reporting process and our utilization of outside third party consultants. We do not have a separately designated audit committee. These weaknesses are also due to our lack of additional accounting and operational staff. To remedy this material weakness, we plan to engage an internal accounting staff to assist with financial reporting.

We may not be able to attract the attention of major brokerage firms or securities analysts in our efforts to raise capital. In due course, we plan to seek to have the Common Stock quoted on a national securities exchange in the United States. There can be no assurance that we will be able to garnermaintain compliance with the NYSE American’s continued listing standards. As a quote forcondition to consummating this offering, our common stock offered in this prospectus must be listed on the Common StockNYSE American or another national securities exchange. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we have applied to list our common stock on an exchange. Even ifthe NYSE American under the symbol “AREN.” Assuming our common stock is listed and after the consummation of this offering, and assuming we are successful in doing so,able to maintain such listing, security analysts and major brokerage houses may not provide coverage of us. We may also not be able to attract any brokerage houses to conduct secondary offerings with respect to our securities. Neither we nor the Underwriter can provide any assurance that an active and liquid trading market in our securities will develop or, if developed, that such markets will continue.

BecauseIf the NYSE American approves our application to list our common stock and we are subjectnot able to comply with the “Penny Stock” rules asapplicable continued listing standards of the NYSE American, the NYSE American could delist our shares are quotedcommon stock. We applied to list our common stock on the over-the-counter bulletin board,NYSE American. Should our common stock be listed on the level of trading activityNYSE American, in our stock mayorder to maintain that listing, we must satisfy minimum financial and other continued listing standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be reduced. If a trading market does develop for our stock, it is likelyno assurances that our stockwe will be subjectable to comply with such applicable continued listing standards.

Our common stock is categorized as “penny stock,” which may make it more difficult for investors to sell their shares of our common stock due to suitability requirements. In the regulations applicablepast (including immediately prior to "Penny Stock." The regulations of the SEC promulgated under the Exchange Act that require additional disclosure relating to the market for penny stocks in connection with trades in anythis offering), our common stock definedwas categorized as a penny“penny stock.” The SEC regulations define penny stocksadopted Rule 15g-9, which generally defines “penny stock” to be any non-exchange equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Unless an exceptionHistorically, the price of our common stock has been significantly less than $5.00 per share and we did not qualify for any of the other exceptions; therefore, our common stock is available, those regulationsconsidered “penny stock.” While our common stock will not be considered “penny stock” following this offering since it will be listed on the NYSE American, if we are unable to maintain that listing and our common stock is no longer listed on the NYSE American, our common stock will return to being a “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5.0 million or individuals with a net worth in excess of $1.0 million or annual income exceeding $200,000, or $300,000 jointly with his or her spouse. The penny stock rules require thea broker-dealer to deliver,buying our securities, prior to anya transaction involvingin a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure scheduledocument in a form prepared by the SEC tothat provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the purchaser’s account,customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s transaction confirmation. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser'spurchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity if any, in the secondary market for athe stock that becomesis subject to thethese penny stock rules. Consequently, these penny stock rules may affect the ability and/or willingness of broker-dealers to trade our securities. We believe thatsecurities, either directly or on behalf of their clients, may discourage potential investor’s from purchasing our securities, or may adversely affect the penny stock rules discourage market investor interest in and limit the marketabilityability of the Common Stock.our stockholders to sell their shares.

In addition to the "penny stock"“penny stock” rules promulgated by the Securities and Exchange Commission, theSEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low pricedlow-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'scustomer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low pricedlow-priced securities will not be suitable for at least some customers. TheThus, FINRA requirements makehistorically has made it more difficult for broker-dealers to recommend that their customers buy the Common Stock,our common stock, which may limit your ability to buy and sell our common stock.