UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
BIGtoken, Inc.
(Name of Issuer)
Common Stock, par value $0.00000001 per share
(Title of Class of Securities)
34520J207
(CUSIP Number)
David J. Moore
3000 N. Ocean Drive, Suite 24H
Singer Island, FL 33404
(917) 328-4737
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2021
(Date of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
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1 |
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NAME OF REPORTING PERSON |
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DAVID J. MOORE |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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UNITED STATES |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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46,775,711,129* |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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46,775,711,129* |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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46,775,711,129* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.2% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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*
Includes options to purchase 11,658,332,275 shares.
The following constitutes the Schedule 13D filed by the undersigned
(the “Schedule 13D”).
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Item 1. |
Security and Issuer. |
This statement relates to the common stock, par value $0.00000001
per share (the “Shares”), of BIGtoken, Inc. (the “Issuer”). The
address of the principal executive offices of the Issuer is 2629
Townsgate Road #215, Westlake Village, CA 91361.
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Item 2. |
Identity and
Background. |
(a) This statement is
filed by David J. Moore with respect to the Shares directly and
beneficially owned by him. Mr. Moore is also referred to herein as
the “Reporting Person.”
(b) The address of the
principal office of the Reporting Person is 3000 N. Ocean Drive,
Suite 24H, Singer Island, FL 33404.
(c) Mr. Moore’s principal
occupation is serving as the Chief Executive Officer and a director
of the Issuer.
(d) The Reporting Person
has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person
has not, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Mr. Moore is a citizen
of the United States of America.
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Item 3. |
Source and Amount of Funds or
Other Consideration. |
The Shares directly and beneficially owned by Mr. Moore were
acquired pursuant to the Agreement and Plan of Merger, dated as of
September 28, 2021, by and among the Issuer, FPVD Merger Sub, Inc.,
BritePool, Inc., the Reporting Person and SRAX, Inc. (the “Merger
Agreement”).
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Item 4. |
Purpose of Transaction. |
The Shares were acquired by the Reporting Person for investment
purposes. Depending upon overall market conditions, other
investment opportunities available to the Reporting Person, and the
availability of Shares at prices that would make the purchase or
sale of Shares desirable, the Reporting Person may endeavor to
increase or decrease his position in the Issuer through, among
other things, the purchase or sale of Shares on the open market or
in private transactions or otherwise, on such terms and at such
times as the Reporting Person may deem advisable.
The Reporting Person does not have any present plan or proposal
that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set
forth herein or such as would occur upon or in connection with
completion of, or following, any of the actions discussed
herein.
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Item 5. |
Interest in Securities of the Issuer. |
(a) The aggregate
percentage of Shares reported owned by the Reporting Person is
based upon 410,274,148,892 Shares outstanding as of November 30,
2021, which is the total number of Shares outstanding as reported
in the Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 1, 2021 (and
assuming (i) the subsequent exchange by SRAX, Inc., pursuant to the
Merger Agreement, of an aggregate of 149,562,566,584 Shares for
newly issued Series D preferred stock of the Issuer that contains a
beneficial ownership limitation on conversion into Shares and is
non-voting except as required by law, and (ii) that the Shares
underlying the options held by the Reporting Person are deemed
outstanding pursuant to Rule 13d-3(d)(1)(i)).
As of the close of business on December 8, 2021, the Reporting
Person beneficially owned 46,775,711,129 Shares, constituting
approximately 17.2% of the outstanding Shares.
(b) The Reporting Person
has the sole power to vote or direct the vote of and the sole power
to dispose or direct the disposition of the Shares owned by
him.
(c) The Reporting
Person acquired the Shares pursuant to the closing of the
transactions contemplated by the Merger Agreement on November 30,
2021.
(d) No person other than
the Reporting Person is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the
sale of, the Shares.
(e) Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer. |
Other than as described herein, there are no contracts,
arrangements, understandings or relationships between the Reporting
Person and any other person with respect to the securities of the
Issuer.
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Item 7. |
Material to be Filed as Exhibits. |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated:
December 8, 2021
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/s/ DAVID J. MOORE
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DAVID J. MOORE |
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