SEC Filing - The Arena Group

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

Registration No. 333-262111

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

(Pre-Effective Amendment No. 3)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Arena Group Holdings, Inc.

(formerly known as theMaven, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware

4841

68-0232575

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

200 Vesey Street

24th Floor

New York, New York 10281

(212) 321-5002

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

Ross Levinsohn

Chief Executive Officer

The Arena Group Holdings, Inc.

200 Vesey Street

24th Floor

New York, New York 10281

(212) 321-5002

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

Copies to:

Jeffrey P. Berg, Esq.

Baker & Hostetler LLP

11601 Wilshire Boulevard, Suite 1400

Los Angeles, California 90025-0509

(310) 442-8850

Alissa K. Lugo, Esq.

Baker & Hostetler LLP

200 South Orange Avenue, Suite 2300

Orlando, Florida 32801

(407) 649-4015

Julie R. Fenster, Esq.

General Counsel

The Arena Group Holdings, Inc.

200 Vesey Street

24^thFloor

New York, New York 10281

(212) 321-5002

Sara L. Terheggen, Esq.

The NBD Group, Inc.

350 N. Glendale Avenue,

Suite B522

Glendale, California

91206

(310) 890-0110

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this 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: ☐

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

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

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)		Amount of registration fee (3)
Common stock, par value $0.01 per share (4)	$	34,500,000	$	3,198.15
Preferred Stock Purchase Rights (4)(5)		-		-
Total	$	34,500,000	$	3,198.15	(6)

(1)	In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered and the proposed maximum offering price per share are not included in this table.
(2)	The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, and includes shares of common stock, $0.01 per share, (the “Common Stock”) of The Arena Group Holdings, Inc. (the “Company”), issuable upon the exercise of the Underwriter option to purchase additional shares.
(3)	Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of the securities registered hereunder.
(4)	Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(5)	The Common Stock currently includes certain preferred stock purchase rights issued pursuant to that certain Rights Agreement, dated May 4, 2021 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. Until the occurrence of certain events specified in the Rights Agreement, none of which have occurred, the preferred stock purchase rights are not exercisable, are evidenced by the certificate for the common stock and will be transferred along with and only with and are not severable from, the common stock. The value attributable to the preferred stock purchase rights, if any, is reflected in the market price of the common stock. No separate consideration will be payable for the preferred stock purchase rights.
(6)	Previously paid $3,198.15 on January 11, 2022 and January 31, 2022, based on a proposed maximum aggregate offering price of the shares of Common Stock.

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

The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED FEBRUARY 9, 2022

THE ARENA GROUP HOLDINGS, INC.

2,371,541 SHARES OF COMMON STOCK

We are offering 2,371,541 shares of common stock, $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 underwriters in the offering (collectively, the “Underwriter”).

On February 9, 2022, our common stock began trading on the NYSE American (the “NYSE American”) under the symbol “AREN.” Prior to this, our common stock was quoted on the OTC Markets Group Inc.’s OTCQX^® Best Market (the “OTCQX”) under the symbol “MVEN.” As of January 26, 2022, the last sale price of our common stock as reported on the OTCQX (on which date, our common stock was 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 significant risks. You should read the section entitled “Risk Factors” beginning on page 9 for a discussion of certain risk factors that you should consider before investing in our common stock.

Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of the 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.

Per Share

Total Without Exercise of Underwriter Option

Total With

Exercise of

Underwriter Option

Public offering price

Underwriting discounts and commissions (1)

Offering proceeds, before expenses, to us

(1)

See “Underwriting” on page 83 for additional information on the compensation payable to the Underwriter

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 ________________, 2022.

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE	i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	7
RISK FACTORS	9
USE OF PROCEEDS	24
Market Price and Dividend Information	25
Capitalization	26
Dilution	27
BUSINESS	28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
MANAGEMENT	53
EXECUTIVE COMPENSATION	59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	66
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	69
Description of Securities	73
Shares Available for Future Sales	78
Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders	79
Underwriting (CONFLICTS OF INTEREST)	83
LEGAL MATTERS	91
EXPERTS	91
WHERE YOU CAN FIND ADDITIONAL INFORMATION	91
FINANCIAL STATEMENTS	F-1
APPENDIX A – INVESTOR POWERPOINT	A-1

You should rely only on the information contained in this prospectus. Neither we nor the Underwriter have authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not, and the Underwriter is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time after its date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

This prospectus incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

EXPLANATORY NOTE

On January 31, 2022 and February 1, 2022, we furnished a PowerPoint as Exhibit 99.2 (“Original PowerPoint”) to a Current Report on Form 8-K and a Current Report on Form 8-K/A, respectively. We have included a revised PowerPoint as an appendix to this prospectus (the “Revised PowerPoint”). It is possible that despite our intentions, 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 of 1933, as amended (the “Securities Act”). The Original PowerPoint did not contain complete information regarding us and our 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 information contained in the Original PowerPoint and have reflected such updates in this prospectus and have included the Revised PowerPoint as 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 our business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans and the adequacy of our funding. Other statements contained in this prospectus that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other comparable terminology.

Forward-looking statements in this prospectus and in any document incorporated by reference in this prospectus may include, for example, statements about:

	●	the impact of the novel coronavirus (“COVID-19”) pandemic;

	●	our ability to attract new subscribers and to persuade existing subscribers to renew their subscriptions;

	●	our ability to attract new advertisers and to persuade existing advertisers to continue to advertise on our digital media platform;

	●	our ability to manage our growth effectively, including through strategic acquisitions;

	●	our ability to maintain an effective system of internal control over financial reporting;

	●	our ability to grow market share in our existing markets or any new markets we may enter;

	●	our ability to recruit and retain qualified personnel;

	●	our ability to respond to general economic conditions;

	●	our ability to attract, develop, and retain capable publisher partners and expert contributors;

	●	our ability to achieve and maintain profitability in the future;

	●	the success of strategic relationships with third parties; and

	●	other factors detailed under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update 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.

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that is important to you in making an investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See also the section entitled “Where You Can Find Additional Information.” Unless the context otherwise requires, references in this prospectus to “The Arena Group,” the “Company,” “we,” “us,” or “our” refer to The Arena Group Holdings, Inc. and our subsidiaries.

Our Company

We are a data-driven media company that focuses on building deep content verticals powered by a best-in-class digital media platform (the “Platform”), empowering premium publishers who impact, inform, educate and entertain. Our strategy is to focus on key verticals where audiences are passionate about a topic category (e.g., sports, finance) and where we can leverage the strength of our core brands to grow our audience and monetization both within our core brands as well as our media publishers (each, a “Publisher Partner”). Our focus is on leveraging the Platform and iconic brands in targeted verticals to maximize the audience, improve engagement and optimize monetization of digital publishing assets for the benefit of our users, our advertiser clients, and our 35 owned and operated properties as well as properties we run on behalf of independent Publisher Partners. We operate the media businesses for Sports Illustrated (as defined below), own and operate TheStreet, Inc. (“TheStreet”) and College Spun Media Incorporated (“The Spun” and, collectively, Sports Illustrated, TheStreet and The Spun are hereinafter referred to as our “Owned and Operated Businesses”), and power more than 200 independent Publisher Partners, including Biography, History, and the many team sports sites that comprise FanNation, among others. Each Publisher Partner joins the Platform by invitation-only and is drawn from premium media brands and independent publishing businesses with the objective of augmenting our position in key verticals and optimizing the performance of the Publisher Partner. Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated with their content. Because of the state-of-the-art technology and large scale of the Platform and our expertise in search engine optimization (SEO), social media, subscription marketing and ad monetization, Publisher Partners continually benefit from our ongoing technological advances and bespoke audience development expertise. Additionally, we believe the lead brand within each vertical creates a halo benefit for all Publisher Partners in the vertical on both the content and technology sides. While they benefit from these critical performance improvements, they also may save substantially in technology, infrastructure, advertising sales, member marketing, and management costs. In addition, they benefit from recirculation across our Platform, which, according to Comscore, reaches 140 million users, as well as syndication to more than 25 third-party sites.

Our Corporate History and Background

We were originally incorporated in Delaware as Integrated Surgical Systems, Inc. (“Integrated”) in 1990. On October 11, 2016, Integrated and TheMaven Network, Inc. (“Maven Network”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock for shares of common stock of Integrated. On November 4, 2016, the parties consummated a recapitalization pursuant to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated. Integrated changed its name to theMaven, Inc. on December 2, 2016.

On September 20, 2021, we re-branded to “The Arena Group.”

NYSE American Listing, Reverse Stock Split, and Name Change

On February 9, 2022, our common stock began trading on the NYSE American.

In order to obtain NYSE American listing approval, we implemented a Reverse Stock Split of our common stock at a 1-for-22 ratio following approval of the Reverse Stock Split by the Financial Industry Regulatory Authority (“FINRA”). The Reverse Stock Split became effective at 8:00 p.m. on February 8, 2022, with implementation at the open of trading on February 9, 2022. The Reverse Stock Split combined each 22 shares of our outstanding common stock into one share of common stock, without any change in the par value per share, and the Reverse Stock Split correspondingly, among other things, reduced the number of shares of our common stock subject to outstanding options, warrants, and convertible securities by a factor of 22, and increased the exercise price or conversion price by a factor of 22. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Except as otherwise indicated, and except in our financial statements and the notes thereto and the financial information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, all historical share and per-share amounts in this prospectus have been adjusted to reflect the 1-for-22 Reverse Stock Split, as if it was effective and as if it had occurred at the beginning of the earliest period presented.

Finally, effective at 8:00 p.m. Eastern Time on February 8, 2022, our corporate name changed to The Arena Group Holdings, Inc. in conjunction with our filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware and obtaining FINRA’s approval of the Reverse Stock Split.

Recent Developments

Preliminary and Unaudited Financial Results for the Three Months and Year Ended December 31, 2021 Compared to Unaudited Financial Results for the Three Months Ended December 31, 2020 and Audited Financial Results for the Year Ended December 31, 2020

This section contains certain financial results for the following periods: (i) three months ended December 31, 2021 (“Fourth Quarter of 2021”); (ii) year ended December 31, 2021 (“Fiscal 2021”); (iii) three months ended December 31, 2021 (“Fourth Quarter of 2020”); and (iv) year ended December 31, 2020 (“Fiscal 2020”). The financial results for the Fourth Quarter of 2021 are preliminary and unaudited financial results (“Preliminary and Unaudited Fourth Quarter of 2021 Results”). The financial results for Fiscal 2021 are presented as preliminary and unaudited financial results (“Preliminary and Unaudited Fiscal 2021”). The financial results for the Fourth Quarter of 2020 are presented as unaudited financial results (“Unaudited Fourth Quarter of 2020 Results”). The financial results for Fiscal 2020 are presented as audited financial results (“Audited Fiscal 2020 Results”).

Accordingly, the tables below contain (i) consolidated statements of operations, (ii) revenue by category, (iii) cost of revenue by category and (iv) operating expenses on the following basis: Preliminary and Unaudited Fourth Quarter of 2021 Results, Preliminary and Unaudited Fiscal 2021 Results, Unaudited Fourth Quarter of 2020 Results, and Audited Fiscal 2021 Results.

The Preliminary and Unaudited Fourth Quarter of 2021 Results and Preliminary and Unaudited Fiscal 2021 Results are subject to completion of our customary year-end closing, review and audit procedures and are not a comprehensive statement of our financial results for those periods. The Preliminary and Unaudited Fourth Quarter of 2021 Results and Preliminary and Unaudited Fiscal 2021 Results should not be viewed as a substitute for complete financial statements prepared in accordance with GAAP and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place undue reliance on the Preliminary and Unaudited Fourth Quarter of 2021 Results and Preliminary and Unaudited Fiscal 2021 Results. The Preliminary and Unaudited Fourth Quarter of 2021 Results, Preliminary and Unaudited Fiscal 2021 Results, Unaudited Fourth Quarter of 2020 Results included below have been prepared by and are the responsibility of our management. Marcum LLP (“Marcum”), our independent registered public accounting firm, have not audited, reviewed, compiled or performed any procedures with respect to the accompanying Preliminary and Unaudited Fourth Quarter of 2021 Results and Preliminary and Unaudited Fiscal 2021 Results. Accordingly, Marcum does not express an opinion or any other form of assurance with respect thereto.

The following table sets forth the statements of operations:

	Three Months Ended December 31, 2021 (preliminary and unaudited)			Three Months Ended December 31, 2020 (unaudited)			$ Change			% Change			Year Ended December 31, 2021 (preliminary and unaudited)			Year Ended December 31, 2020			$ Change			% Change
Revenue	$	57,064,503		$	42,438,611		$	14,625,892			34.5	%	$	185,000,004		$	128,032,397		$	56,967,607			44.5	%
Cost of revenue		27,484,434			26,741,492			742,942			2.8	%		111,462,484			103,063,445			8,399,039			8.1	%
Gross profit		29,580,069			15,697,119			13,882,950			88.4	%		73,537,520			24,968,952			48,568,568			194.5	%
Operating expenses																				-
Selling and marketing		27,990,221			15,891,057			12,099,164			76.1	%		83,112,578			43,589,239			39,523,339			90.7	%
General and administrative		18,183,021			11,154,347			7,028,674			63.0	%		62,413,381			36,007,238			26,406,143			73.3	%
Depreciation and amortization		3,038,407			4,003,485			(965,078	)		-24.1	%		15,020,405			16,280,475			(1,260,070	)		-7.7	%
Total operating expenses		49,211,649			31,048,889			18,162,760			58.5	%		160,546,364			95,876,952			64,669,412			67.5	%
Loss from operations		(19,631,580	)		(15,351,770	)		(4,279,810	)		27.9	%		(87,008,844	)		(70,908,000	)		(16,100,844	)		22.7	%
Other (expense) income																				-
Change in valuation of warrant derivative liabilities		(462,320	)		631,215			(1,093,535	)		-173.2	%		34,492			496,305			(461,813	)		-93.1	%
Change in valuation of embedded derivative liabilities		-			398,004			(398,004	)		-100.0	%		-			2,571,004			(2,571,004	)		-100.0	%
Interest expense		(2,600,747	)		(4,327,902	)		1,727,155			-39.9	%		(10,296,064	)		(16,497,217	)		6,201,153			-37.6	%
Interest income		-			376,527			(376,527	)		-100.0	%		471			381,026			(380,555	)		-99.9	%
Loss on conversion of convertible debt		-			(3,297,539	)		3,297,539			-100.0	%		-			(3,297,539	)		3,297,539			-100.0	%
Liquidated damages		(480,307	)		-			(480,307	)					(2,677,922	)		(1,487,577	)		(1,190,345	)		80.0	%
Gain upon debt extinguishment		-			(247,282	)		247,282			-100.0	%		5,716,697			(279,133	)		5,995,830			-2148.0	%
Total other expense		(3,543,374	)		(6,466,977	)		2,923,603			-45.2	%		(7,222,326	)		(18,113,131	)		10,890,805			-60.1	%
Loss before income taxes		(23,174,954	)		(21,818,747	)		(1,356,207	)		6.2	%		(94,231,170	)		(89,021,131	)		(5,210,039	)		5.9	%
Income taxes		-			(210,832	)		210,832			-100.0	%		229,699			(210,832	)		440,531			-208.9	%
Net loss		(23,174,954	)		(22,029,579	)		(1,145,375	)		5.2	%		(94,001,471	)		(89,231,963	)		(4,769,508	)		5.3	%
Deemed dividend on convertible preferred stock		-			(15,509,932	)		15,509,932			-100.0	%		-			(15,642,595	)		15,642,595			-100.0	%
Net loss attributable to common stockholders	$	(23,174,954	)	$	(37,539,511	)	$	14,364,557			-38.3	%	$	(94,001,471	)	$	(104,874,558	)	$	10,873,087			-10.4	%

The following table sets forth revenue by category:

Revenue by Category	Three Months Ended December 31, 2021 (preliminary and unaudited)		Three Months Ended December 31, 2020 (unaudited)		$ Change			% Change			Year Ended December 31, 2021 (preliminary and unaudited)		Year Ended December 31, 2020		$ Change		% Change
Digital Revenue
Digital advertising	$	22,033,894	$	11,937,683	$	10,096,211			84.6	%	$	61,429,971	$	34,596,838	$	26,833,133		77.6	%
Digital subscriptions		6,659,413		8,399,036		(1,739,623	)		-20.7	%		29,132,364		28,495,676		636,688		2.2	%
Other revenue		2,747,513		1,929,443		818,070			42.4	%		8,583,195		4,596,686		3,986,509		86.7	%
Total digital revenue		31,440,820		22,266,162		9,174,658			41.2	%		99,145,530		67,689,200		31,456,330		46.5	%
Print Revenue
Print advertising		2,042,376		3,633,508		(1,591,132	)		-43.8	%		8,947,273		9,762,984		-815,711		-8.4	%
Print subscriptions		23,581,307		16,538,941		7,042,366			42.6	%		76,907,201		50,580,213		26,326,988		52.0	%
Total print revenue		25,623,683		20,172,449		5,451,234			27.0	%		85,854,474		60,343,197		25,511,277		42.3	%
Total revenue	$	57,064,503	$	42,438,611		14,625,892			34.5	%		185,000,004		128,032,397		56,967,607		44.5	%

Total preliminary and unaudited revenue for the three months ended December 31, 2021 increased approximately 34.5% to approximately $57.1 million, as compared to approximately $42.4 million for the unaudited three months ended December 31, 2020. Total preliminary and unaudited digital revenue for the three months ended December 31, 2021 increased approximately 41.2% to approximately $31.4 million as compared to approximately $22.3 million for the unaudited three months ended December 31, 2020. The increase in digital revenue period-over-period was primarily due to an approximately $10.1 million increase in digital advertising.

Total preliminary and unaudited revenue for the year ended December 31, 2021 increased approximately 44.5% to approximately $185.0 million as compared to approximately $128.0 million for the year ended December 31, 2020. Total preliminary and unaudited digital revenue for the year ended December 31, 2021 increased approximately 46.5% to approximately $99.1 million as compared to approximately $67.7 million for the year ended December 31, 2020. This increase in revenues was attributable to management’s decision to make a strategic shift to focus on premium content providers and reduced reliance on publisher guarantees in September 2020. As a result of this change, our revenue from Publisher Partners increased by 74.1% to approximately $34.8 million in the year ended December 31, 2021, as compared to approximately $20.0 million for the year ended December 31, 2020.

Our compound annual growth rate (“CAGR”) for revenue from fiscal 2019 to fiscal 2021 was approximately 86.3%. Our CAGR for digital revenue from fiscal 2019 to fiscal 2021 was approximately 64.3%. For additional information, please see this section entitled “Recent Developments” and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following table sets forth cost of revenue by category:

Cost of Revenue by Category	Three Months Ended December 31, 2021 (preliminary and unaudited)		Three Months Ended December 31, 2020 (unaudited)		$ Change			% Change			Year Ended December 31, 2021 (preliminary and unaudited)		Year Ended December 31, 2020		$ Change			% Change
Publisher Partner revenue share payments	$	6,285,605	$	5,394,863	$	890,742			16.5	%	$	22,043,444	$	19,427,196	$	2,616,248			13.5	%
Hosting, bandwidth, and software licensing fees		521,837		625,292		(103,455	)		-16.5	%		2,163,417		2,419,143		(255,726	)		-10.6	%
Fees paid for data analytics and to other outside services providers		761,385		804,850		(43,465	)		-5.4	%		2,883,405		3,222,869		(339,464	)		-10.5	%
Royalty fees		3,750,000		3,750,000		-			0.0	%		15,000,000		15,000,000		-			0.0	%
Content and editorial expenses		5,921,728		7,466,383		(1,544,655	)		-20.7	%		31,618,234		29,080,353		2,537,881			8.7	%
Printing, distribution and fulfillment costs		3,484,098		4,444,867		(960,769	)		-21.6	%		14,385,212		15,706,519		(1,321,307	)		-8.4	%
Amortization of our Platform		3,292,711		2,202,333		1,090,378			49.5	%		9,858,311		8,550,952		1,307,359			15.3	%
Stock-based compensation		1,861,739		776,225		1,085,514			139.8	%		6,791,447		4,339,916		2,451,531			56.5	%
Other cost of revenue		1,605,331		1,276,679		328,652			25.7	%		6,719,014		5,316,497		1,402,517			26.4	%
Total cost of revenue	$	27,484,434	$	26,741,492	$	742,942			2.8	%	$	111,462,484	$	103,063,445	$	8,399,039			8.1	%

Total preliminary and unaudited cost of revenue for the three months ended December 31, 2021 increased approximately 2.8% to approximately $27.5 million as compared to approximately $26.7 million for the unaudited three months ended December 31, 2020. The increase in cost of revenue is primarily attributable to costs associated with the amortization of our Platform, stock-based compensation and Publisher Partner revenue share payments partially offset by a decrease in content and editorial expenses and printing, distribution and fulfillment costs.

Total preliminary and unaudited cost of revenue for the year ended December 31, 2021 increased approximately 8.1% to approximately $111.5 million as compared to approximately $103.1 million for the year ended December 31, 2020. The increase in cost of revenue is primarily attributable to Publisher Partner revenue share payments, content and editorial expenses and stock-based compensation.