Current Report Filing (8-k)
December 06 2021 - 2:46PM
Edgar (US Regulatory)
0001518720
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12-31
0001518720
2021-12-06
2021-12-06
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xbrli:shares
iso4217:USD
xbrli:shares
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): December 6, 2021 (November 30, 2021)
BIGtoken,
Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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000-55519
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45-1443512
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2629
Townsgate Road, Suite 215
Westlake
Village, CA 91361
(Address
of principal executive offices)
(714)
312-6844
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark 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.
On
November 30, 2021, BIGtoken, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations
of the Series D Convertible Preferred Stock (“Series D Preferred Stock”) of the Company (the “Certificate”) with
the Secretary of State of the State of Florida, effective immediately. The Certificate authorizes the issuance of 242,078 shares of Series
D Convertible Preferred Stock, which the Company anticipates will be issued to SRAX, Inc. (“SRAX”), the Company’s prior
parent corporation, in exchange for all of the 149,562,566,584 shares of Company common stock (“Common Stock”) owned by SRAX.
The
Series D Convertible Preferred Stock has the following preferences, rights and limitations:
Redemption
— Series D Convertible Preferred Stock is not redeemable.
Voting
Rights — Holders of Series D Preferred Stock will not have any voting rights, except as required by law or with respect to
any action that: (i) amends or repeals the Company’s organization documents to create any class or any series of preferred stock
if such action would adversely alter or change the rights, privileges or powers of the Series D Preferred Stock; (ii) increase or decrease
(other than by conversion) the authorized number of Series D Preferred Stock; or (iii) circumvent a right of the Series D Preferred Stock.
Liquidation
– In the event of any liquidation, dissolution or winding-up, holders of Series D Preferred Stock will participate with the
Common Stock on an as converted basis.
Conversion
— Each share of Series D Preferred Stock will be convertible into 617,828 shares of Common Stock, subject to adjustment for
forward and reverse stock splits and dividends. Additionally, the Certificate limits the holder’s ability to convert shares of
Series D Preferred Stock if such conversion would result in the holder exceeding 4.99% or 9.99% (upon giving 61 days’ notice) of
the issued and outstanding shares of the Company’s Common Stock on the conversion date.
The
foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the full text
of the Certificate, which is filed as Exhibit 3.01(i) to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date:
December 6, 2021
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BIGToken,
Inc.
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/s/
David Moore
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By:
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David
Moore
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Chief
Executive Officer
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INDEX
OF EXHIBITS