SOCIAL REALITY, INC. (NASDAQ:SRAX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive |
On April 28, 2017, Social Reality, Inc. (the Company) entered
into definitive securities purchase agreements (the Securities
Purchase Agreements) with certain accredited investors (the
Purchasers) set forth on the pages of the Securities Purchase
Agreements for the purchase and sale of an additional aggregate
of: (i) $1,280,000 principal amount 12.5% secured convertible
debentures (the Debentures); and (ii) five year Series A warrants
(the Series A Warrants) representing the right to acquire up to
213,336 shares of our Class A common stock in a transaction
exempt from registration under the Securities Act of 1933, as
amended (the Securities Act), in reliance on an exemption
provided by Rule 506(b) of Regulation D and Section 4(a)(2) of
the Securities Act. The terms and conditions of the Securities
Purchase Agreements, the Debentures and the Series A Warrants are
described in our Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 21, 2017. Giving
effect to the first closing of this offering, we have issued and
sold an aggregate of $5,000,000 principal amount of Debentures
and Series A Warrants to purchase 833,337 shares of our Class A
common stock.
Noble Capital Markets, Inc. and Aspenwood Capital (an independent
branch of Colorado Financial Service Corporation), both
broker-dealers and members of FINRA, acted as either a placement
agent or a finder in connection with the sale of these securities
to the Securities Purchase Agreements. We paid the firms
aggregate cash commissions of $156,700, which includes
commissions payable to Noble Capital Markets, Inc. in connection
with our Securities Purchase Agreements dated April 20, 2017. In
addition, we issued Noble Capital Markets, Inc. a five year
warrant (the Noble Placement Agent Warrant) to purchase up to
66,800 shares of our Class A common stock at an exercise price of
$3.00 per share and which will be exercisable six months from the
date of issuance. We also issued Colorado Financial Service
Corporation and its designees warrants (Aspenwood Warrants) to
purchase 7,700 shares of our Class A common stock at an exercise
price of $3.75 per share which are exercisable for 5.5 years
commencing six months from the issuance date. We will include the
shares underlying the Noble Placement Agent Warrant and the
Aspenwood Warrant in a resale registration statement we expect to
file.
The net proceeds to us from the sales of the $5,000,000 principal
amount of Debentures, after deducting placement agent fees and
estimated offering expenses, was approximately $4,546,742. We
utilized $2,500,000 of the net proceeds to satisfy a put
obligation under the Series B warrants issued to investors in a
registered direct offering we conducted in January 2017 and the
balance will be used for the potential obligation to satisfy the
warrant put right held by Victory Park Management, LLC, as agent,
accounts payable and other working capital needs.
The foregoing descriptions of the terms and conditions of the
Securities Purchase Agreement, Debentures, Series A Warrants,
Registration Rights Agreement and Security Agreement are
qualified in their entirety by references to the agreements,
copies of which are filed as Exhibits 10.1, 4.2, 4.1, 10.2, 10.3
and 4.3, respectively. We expect to file the form of Noble
Placement Agent Warrant and Aspenwood Placement Agent Warrant as
exhibits to our Quarterly Report on Form 10-Q for the period
ended March 31, 2017.
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Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosure included in Item 1.01 above is incorporated herein
by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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ExhibitNo. |
Exhibit |
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4.1 |
Form of Series A Warrant (incorporated by reference to the |
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4.2 |
Form of 12.5% secured convertible debenture (incorporated |
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10.1 |
Form of Securities Purchase Agreement (incorporated by |
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10.2 |
Form of Security Agreement (incorporated by reference to |
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10.3 |
Form of Registration Rights Agreement (incorporated by |
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About SOCIAL REALITY, INC. (NASDAQ:SRAX)
Social Reality, Inc. is an Internet advertising and platform technology company. The Company provides tools to automate the digital advertising market. It is engaged in the sales of digital media advertising campaigns to advertising agencies and brands; sales of media inventory through real-time bidding (RTB) exchanges; sale and licensing of its SRAX Social platform and related media, and creation of custom platforms for buying media on SRAX for various brands. Its technology assists publishers in delivering their media inventory to the RTB exchanges. It provides the SRAX platform to brands and their advertising agencies. SRAX Social is a social media and loyalty platform that allows brands to launch and manage their social media initiatives. SRAX MD is an advertisement targeting and data platform for healthcare brands and medical content publishers. SRAX APP is a platform that allows publishers and content owners to launch native mobile applications through its SRAX platform. SOCIAL REALITY, INC. (NASDAQ:SRAX) Recent Trading Information
SOCIAL REALITY, INC. (NASDAQ:SRAX) closed its last trading session up +0.05 at 1.65 with 5,000 shares trading hands.
