UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2022

THEMAVEN, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: 212-321-5002

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The registrant (the “Company”) anticipates that its corporate name will change from theMaven, Inc. to The Arena Group Holdings, Inc. on or about February 3, 2022. The name change was approved by the Company’s board of directors (the “Board”) through the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) on January 20, 2022, as corrected through 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”). In accordance with Section 242(b)(1) of the Delaware General Corporation Law (the “DGCL”), stockholder approval of 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 by reference herein. The name change does not affect the rights of the Company’s security holders.

Pursuant to the Certificate, the Company also anticipates effecting a 1-for-22 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that are outstanding as of February 2, 2022, the record date. As previously reported on our Current Report on Form 8-K, filed on November 18, 2020, the Company’s stockholders holding more than a majority of the voting power of the Company approved the amendment to the Company’s Amended and Restated Certificate of Incorporation on November 24, 2020, to effect, at the discretion of our Board, a reverse split of the Common Stock at a ratio determined by the Board in the range of 1-for-2 to 1-for-100, with such ratio to be determined by the Board in its discretion, without reducing the authorized number of shares of Common Stock. Following approval from the stockholders, and after a delay, on January 20, 2022 the Board determined to effect the Reverse Stock Split at a ratio of 1-for-22 and filed the Certificate with the Secretary of State of the State of Delaware.

A notice of corporate action was filed with the Financial Industry Regulatory Authority (“FINRA”), requesting approval to change the Company’s corporate name and trading symbol, and to effect the Reverse Stock Split. The Company anticipates that the Reverse Stock Split will be effective at the open of trading on February 4, 2022 (the “Effective Date”), subject to final approval by FINRA.

As a result of the Reverse Stock Split, on the Effective Date, every twenty-two shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares 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 shares of Common Stock outstanding from 277,924,445 shares to approximately 12,632,929 shares, subject to adjustment for the rounding up of fractional shares, assuming the number of shares outstanding does not change. The number of authorized shares of Common Stock under the Amended and Restated Certificate of Incorporation will remain unchanged at 1,000,000,000 shares. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 040044 109.

The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment and 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 Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.