Item
8.01. Other Events.
On
March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order under Section 36 (Release No.
34-88318) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new
SEC order (Release No. 34-88465), which provides conditional relief to public companies that are unable to timely comply with
their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”).
The SEC Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any
person required to make any filings with respect to such registrant, is exempt from any requirement to file or furnish materials
with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation
13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and
Exchange Act Rules 13f-1, and 14f-1, as applicable, if certain conditions are satisfied.
SRAX,
Inc, (the “Company”) will be relying on the SEC Order to delay the filing of its Annual Report on Form 10-K for the
year ended December 31, 2019 (the “Report”) due to the circumstances related to COVID-19. In particular, COVID-19
has caused severe disruptions in transportation and limited access to the Company’s facilities resulting in limited support
from its staff and professional advisors. This has, in turn, delayed the Company’s ability to complete its audit and prepare
the Report. Notwithstanding the foregoing, the Company expects to file the Report no later than May 14, 2020 (which is 45 days
from the Report’s original filing deadline of March 30, 2020).
In
light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Report:
A
pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities
or advisors could adversely impact our business.
If
a pandemic, epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel
coronavirus (COVID-19) or other public health crisis were to affect our markets or facilities or those of our suppliers, our business
could be adversely affected. A pandemic typically results in social distancing, travel bans
and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These
factors, in turn, may not only materially impact our operations, financial condition and demand for our services but our overall
ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations
with the Securities and Exchange Commission.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including,
without limitation, our future financial or business performance or strategies, results of operations or financial condition.
These statements may be preceded by, followed by or include the words “may,” “might,” “should,”
“estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions.
These forward-looking statements are based on information available to us as of the date they were made and involve a number of
risks and uncertainties which may cause them to turn out to be wrong. 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,
including the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain,
consultants, service providers, stockholders, investors and other stakeholders, our actual results or performance may be materially
different from those expressed or implied by these forward-looking statements. Please refer to our Form 10-K to be filed with
the SEC as well as any subsequent filings made by us pursuant to the Exchange Act, each of which is available on the SEC’s
website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in
this presentation.