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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 30, 2021 (December 29, 2021)

 

BIGtoken, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-55519   45-1443512

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2629 Townsgate Road, Suite 215

Westlake Village, CA 91361

(Address of principal executive offices)

 

(714) 312-6844

(Registrant’s telephone number, including area code)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class   Trading Symbol   Name of Each Exchange on Which Registered
N/A   N/A   N/A

 

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 1.01 Entry into a Material Definitive Agreement

 

SRAX Exchange

 

On December 29, 2021, BIGtoken, Inc. (the “Company”) entered into an exchange agreement (“Exchange Agreement”) with SRAX, Inc., its former parent company (“SRAX”). Pursuant to the Exchange Agreement, SRAX exchanged all 149,562,566,584 shares of the Company’s common stock (“Common Stock”) owned by SRAX for 242,078 shares of the Company’s Series D Convertible Preferred Stock (“Series D Stock”) (the “Exchange”). The Series D Stock issued to SRAX is (i) convertible into the same number of shares of the Company’ Common Stock held by SRAX immediately prior to the Exchange (subject to a beneficial ownership limitation on conversion), (ii) is non-voting except as required by law and (iii) is otherwise on parity with the Company’s Common Stock with regard to its rights, preferences and limitations.

 

The foregoing description of the Exchange Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.01, and which is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth above in Item 1.01 of this Report under the heading “SRAX Exchange” is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

 

 Description

10.01   Exchange Agreement with SRAX dated December 29, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: December 30, 2021 BIGtoken, Inc.
       
      /s/ David Moore
    By: David Moore
      Chief Executive Officer

 

 

 

 

INDEX OF EXHIBITS

 

Exhibit No.

 

 Description

10.01   Exchange Agreement with SRAX dated December 29, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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