Item
7.01 Regulation FD Disclosure.
The
Company, may from time to time, make disclosures via the following social media platforms:
Facebook:
https://www.facebook.com/BIGtokenApp
Instagram:
https://www.instagram.com/bigtoken_app/
LinkedIn:
https://www.linkedin.com/company/bigtoken-app/
Twitter:
https://twitter.com/BIGtoken_App
Twitter:
https://twitter.com/BIGtokenCrypto
Twitter:
https://twitter.com/BIGtokenPrivacy
YouTube:
https://www.youtube.com/channel/UC0f1hv7eqrktypntpEQJBow
TikTok:
https://www.tiktok.com/@bigtoken_app
Website:
www.bigtoken.com
Lou
Kerner, the Company’s CEO, may, from time to time, make disclosures regarding the Company via the following social media
platforms:
Medium:
https://loukerner.medium.com/
Twitter:
https://twitter.com/loukerner
LinkedIn:
https://www.linkedin.com/in/loukerner/
AngelList:
https://angel.co/p/lou-kerner
Youtube:
https://www.youtube.com/channel/UCSyshoifIBJqgDBR0LZfDzg
Slideshare:
https://www.slideshare.net/loukerner2
Instagram:
https://www.instagram.com/loukerner/?hl=en
Facebook:
https://www.facebook.com/loukerner
Pro
Forma Capitalization Table
As
a result of the completion of certain transactions of the Company, including the share exchange as described in the Company’s
Current Report on Form 8-K filed with the Commission on February 17, 2021, and the Offering disclosed herein, the Company is providing
this update to inform shareholders of the Company of its outstanding securities as of March 18, 2021.
As
of March 18, 2021, the Company had the following securities outstanding:
Type of Security
|
|
Number Outstanding Securities
|
|
|
Number of Common Shares or Common Shares issuable upon Conversion
|
|
Common Stock (1)
|
|
|
158,244,935,162
|
|
|
|
158,244,935,162
|
|
Series A Preferred Stock
|
|
|
5,000,000
|
|
|
|
-
|
|
Series B Preferred Stock
|
|
|
57,748.27
|
|
|
|
82,343,910,015 (2
|
)
|
Series C Preferred Stock
|
|
|
8,318
|
|
|
|
12,864,419,168 (3
|
)
|
TOTAL
|
|
|
|
|
|
|
253,453,264,345
|
|
|
(1)
|
Number
of shares of Common Stock of the Company issued and outstanding as of March 18, 2021;
|
|
(2)
|
shares
issuable based on the conversion price as of $0.00007013, subject to adjustment; and
|
|
(3)
|
shares
issuable based on the conversion price as of $0.0000006466, subject to adjustment.
|
The
foregoing table does not include:
|
(i)
|
25,568,064,462
shares underlying Common Stock purchase warrants;
|
|
(ii)
|
13,951,066,447
shares of Common Stock
issuable to Lou Kerner upon the exercise of stock options at a weighted average exercise
price of $0.000062719 per share, subject to certain vesting conditions; and
|
|
(iii)
|
15,824,493,516
shares of Common Stock reserved for issuance pursuant to the Company’s 2021 Evergreen
Equity Compensation Plan (the “Plan”). Plan provides for the automatic increase
in the number of shares available under the Plan on the first day of each calendar year
such that on such day the Plan will have available up to 10% of the issued and outstanding
shares of Common Stock available for issuance.
|
Assuming
the conversion or exercise of all Common Stock equivalent securities, plus the issuance of all authorized shares under the Plan,
there will be 320,874,528,294 shares of Common Stock issued and outstanding as of March 18, 2021.
The
information contained in this Item 7.01 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
No
Offer or Solicitation:
This
communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements reflect views
and assumptions regarding expectations and projections about future events and are based on currently available information. The
use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,”
and “believes,” among others, generally identifies forward-looking statements. However, these words are not the exclusive
means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations
of future events or circumstances are forward-looking statements and may include statements relating to future revenues, expenses,
margins, profitability, net income/(loss), earnings per share and other measures of results of operations and the prospects for
future growth of our business. These forward-looking statements are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict.
Although
we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.