THEMAVEN, INC. : Amendments to the articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of exercise

The Licensee (the “Company”) anticipates that its corporate name will change from theMaven, Inc. to Arena Group Holdings, Inc. on or about February 3, 2022. The name change has been approved by the Company’s Board of Directors (the “Board”) by filing a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment Certificate”) ) the January 20, 2022, as corrected by the filing of a certificate of correction to the certificate of amendment on January 26, 2022
(the “Certificate of Correction” and, together with the Certificate of Amendment, the “Certificate”). Pursuant to Section 242(b)(1) of the Delaware General Corporation Law (the “DGCL”), shareholder approval for the name change was not required. A copy of the Certificate of Amendment and the Certificate of Correction are attached hereto as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference. The change of name does not affect the rights of security holders of the Company.

Pursuant to the certificate, the Company also intends to effect a 1 for 22 reverse stock split (the “Stock Split”) of the common shares of the Company, par value $0.01 per share (the “Common Shares”), which are outstanding at February 2, 2022, the date of recording. As previously noted in our current report on Form 8-K, filed on November 18, 2020, the shareholders of the Company holding more than a majority of the voting rights of the Company have approved the amendment to the amended and restated certificate of incorporation of the Company on November 24, 2020, to effect, at the discretion of our board, a reverse split of the common shares at a ratio determined by the board within the range of 1:2 to 1:100, such ratio to be determined by the board in its discretion, without reducing the authorized number of common shares. After shareholder approval, and after a certain period of time, the January 20, 2022 the board has decided to effect the stock consolidation at a ratio of 1:22 and has filed the certificate with the Secretary of State of the State of Delaware.

A corporate action notice has been filed with the Financial-Statemen-37652862/xmltag.org”>Financial Sector Regulatory Authority (“FINRA”), requesting approval to change the name and trading symbol of the Company, and to effect the Reverse Stock Split. The Company anticipates that the Reverse Stock Split will be effective at the opening of the markets on February 4, 2022 (the “Effective Date”), subject to final approval by
FINRA.

Following the Share Consolidation, on the Effective Date, twenty-two issued and outstanding Common Shares will automatically be combined into one issued and outstanding Common Share, with no change in par value per share. No fractional shares will be issued following the Reverse Stock Split. Any fractional share that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The reverse stock split will reduce the number of common shares outstanding from 277,924,445 shares to approximately 12,632,929 shares, subject to an adjustment for fractional share rounding, assuming that the number of shares in circulation does not change. The number of common shares authorized under the amended and restated certificate of incorporation will remain unchanged at 1,000,000,000 shares. The new CUSIP number for the Ordinary Shares following the Reverse Stock Split will be 040044 109.

The information presented herein is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Certificate of Correction, copies of which are filed with this current Report on Form 8-K as Exhibits 3.1 and 3.2, respectively.

Item 9.01. Financial statements and supporting documents


(d) Exhibits



Exhibit       Description
Number

3.1             Certificate of Amendment of the Amended and Restated Certificate
              of Incorporation, filed with the Secretary of State of the State of
              Delaware on January 20, 2022

3.2             Certificate of Correction of the Certificate of Amendment of the
              Amended and Restated Certificate of Incorporation, filed with the
              Secretary of State of the State of Delaware on January 26, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source Previews

About Jason Norton

Check Also

Low stock price triggers Nasdaq delisting warning for AlerisLife

AlerisLife (Nasdaq: ALR) needs to raise its stock price or face possible delisting from the …