LOS ANGELES, Aug. 12, 2019 /PRNewswire/ -- Social Reality,
Inc. (Nasdaq: SRAX), a digital marketing and consumer data
management and distribution technology platform company, today
announced that it has entered into definitive agreements with
existing investors for the purchase of 1,525,000 shares of
Class A common stock ("common stock") and Series A warrants to
purchase an aggregate of 965,500 shares of common stock at a
purchase price per share of $3.60 in
a registered direct offering. The Series A warrants are exercisable
for 90 days at an exercise price of $3.60. Social Reality has also agreed to
issue to the investors in a concurrent private placement Series B
warrants to purchase an aggregate of 1,525,000 shares of common
stock and Series C warrants to purchase an aggregate of 965,500
shares of common stock that each are exercisable six months
following issuance, are exercisable until October 1, 2022, and have an exercise price of
$4.00. The Series C warrants vest
ratably upon the exercise of the Series A warrants. The
closing of the offering is expected to take place on or about
August 14, 2019, subject to the
satisfaction of customary closing conditions.
The Special Equities Group, a division of Bradley Woods & Co. Ltd., acted as lead
placement agent and Westpark Capital acted as a co-placement agent
for this offering.
The gross proceeds to Social Reality, before deducting placement
agent fees and other offering expenses, are expected to be
$5,490,000. Social Reality intends to
use the net proceeds from this offering for general working
capital.
The shares of common stock and the Series A warrants and the
shares of common stock issuable upon exercise thereof (but not the
Series B or Series C warrants or the shares of common stock
underlying the warrants) are being offered by Social Reality
pursuant to a "shelf" registration statement on Form S-3 (File No.
333-214644) that was filed and declared effective by the Securities
and Exchange Commission ("SEC") on November
28, 2016, and the base prospectus contained therein. A
final prospectus supplement and accompanying base prospectus
relating to the shares of common stock and the Series A warrants
and the shares of common stock issuable upon exercise thereof being
offered will be filed with the SEC. Copies of the final
prospectus supplement and accompanying base prospectus may be
obtained, when available, on the SEC's website at
http://www.sec.gov or by contacting The Special Equities Group, a
division of Bradley Woods & Co.
Ltd., at 150 East 58th Street, 28th Floor,
NY, NY 10155, by phone at 212-258-2343 or by email at
shex@theseg.com.
The Series B and Series C warrants described above were offered
in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the "Act"), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the warrants, have not been registered under the Act, or applicable
state securities laws. Accordingly, the Series B and Series C
warrants and underlying shares of common stock may not be offered
or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About SRAX
Social Reality, Inc. (NASDAQ: SRAX) is a
digital marketing and consumer data management and distribution
technology platform company. SRAX's technology delivers the tools
to unlock data to reveal brands and content owners' core consumers
and their characteristics across marketing channels. Through its
blockchain identification graph technology platform, BIG
(www.bigtoken.com), SRAX is developing a consumer-powered data
marketplace where people can own and sell access to their data
thereby users' choice, transparency, and compensation. SRAX's
technology and tools deliver a digital competitive advantage for
brands in the CPG, automotive, sports and lifestyle verticals by
integrating all aspects of the advertising experience, including
verified consumer participation, into one platform. For more
information on SRAX, visit www.srax.com.
Safe Harbor Statement
This press release
contains certain forward-looking statements that are based upon
current expectations and involve certain risks and uncertainties
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Words or expressions such as "anticipate," "plan,"
"will," "intend," "believe" or "expect'" or variations of such
words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
not guarantees of future performance and are subject to risks,
uncertainties, and other factors, some of which are beyond our
control and difficult to predict and could cause actual results to
differ materially from those expressed or forecasted in the
forward-looking statements, including, without limitation,
statements made with respect to expectations of our ability to
increase our revenues, satisfy our obligations as they become due,
report profitable operations and other risks and uncertainties as
set forth in our Annual Report on Form 10-K for the year ended
December 31, 2018, and our subsequent
Quarterly Reports on Form 10-Q as filed with the Securities and
Exchange Commission. All forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements,
many of which are generally outside the control of Social Reality
and are difficult to predict. Social Reality undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact Information:
Kirsten Chapman, LHA Investor
Relations, +1 415 433 3777, srax@lhai.com
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SOURCE SRAX