Current Report Filing (8-k)
August 24 2022 - 6:01AM
Edgar (US Regulatory)
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2022-08-23
2022-08-23
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) August 23 2022
SRAX,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37916 |
|
45-2925231 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2629
Townsgate Road #215, Westlake Village, CA |
|
91361 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: |
|
(323)
694-9800 |
not
applicable
(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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title
of Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
Class
A Common stock |
|
SRAX |
|
NASDAQ
Global Market |
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
7.01 Regulation FD Disclosure.
SRAX,
Inc. (the “Company”) is providing notice that the Company has launched a website to disseminate certain material information
related to its portfolio of securities at the following website: https://srax.com/stock-portfolio (the “Portfolio Website”).
The Company intends disseminate material information related to the value of its securities portfolio, consisting of securities
issued to the Company as compensation for services to its customers on the Portfolio Website. The most current and accurate information
about the portfolio of securities will be available on the Portfolio Website, which will be updated daily. Additionally, the Portfolio
Website describes or details the value of such portfolio of securities separately that are currently restricted
or unrestricted. The Portfolio Website additionally outlines the dollar value of securities that have been sold in a given
quarter and the projected sales of securities in upcoming quarters.
Individuals
accessing the Portfolio Website are cautioned that the value of securities contained on the Portfolio Website are calculated by multiplying
the quoted price of each security on its applicable exchange or interdealer quotation system, by the quantity owned. This method does
not take into account any adjustment of value based on liquidity, the potential lack of an active market, excessive bid-ask spread, and
other inputs used generally for valuing securities under the generally accepted principles of accounting (GAAP), the financial accounting
standards board (FASB) and U.S. securities laws. Accordingly, the dollar values contained on the Portfolio Website may not be indicative
of the fair value of the securities that the Company owns, and the value for which the Company may be able to sell such securities could
be materially and substantially less than that presented on the Portfolio Website. Additionally, the value of the securities contained
on the Portfolio Website may be materially different from the value ascribed to such securities in the Company’s periodic reports
filed with the Securities and Exchange Commission. Further, as a result of the potential holding periods of such securities and other
restrictions on transferability or sale, the Company may, with respect to any specific security, (i) realize substantially less value
upon the sale of such security or (ii) realize no value at all. Additionally, any disclosure with regard to the ability to sell as a
result of such securities being unrestricted is subject to change and is highly dependent on facts that may change and that the Company
has no control over. Any projections of sales for any future quarter or other time period are forward looking and speculative and you
should not place any reliance on such projections. In addition, the values of securities listed on the Portfolio Website do not take
into account any embedded features that may result in the adjustment of any conversion prices or issuance of additional shares. You
are further cautioned not to rely on the values listed on the Portfolio Website for purposes of determining the fair value of the Company’s
portfolio of securities.
The
information contained in this Item 7.01 to this Current Report on Form 8-K and the exhibit attached hereto pertaining to this item shall
not be deemed to be “filed” for purposes of Section 18 of 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. The information set forth
in the exhibits to this Form 8-K relating to this item 7.01 shall not be deemed an admission as to the materiality of any information
in this report that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Cautionary
Note Regarding Forward-Looking Statements
This
communication contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements related to the consummation of the proposed transactions, and other statements that are
not historical facts. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,”
“intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions
and their variants. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements
involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of these risks and uncertainties.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
August 23, 2022 |
SRAX,
Inc. |
|
|
|
|
/s/ Christopher Miglino |
|
By: |
Christopher
Miglino |
|
|
Chief
Executive Officer |
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