SOCIAL REALITY, INC. (NASDAQ:SRAX) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
Unregistered Sales of Equity Securities.
On November 29, 2018, Social Reality, Inc. (the “Company”), issued warrants to purchase 1,090,862 shares of its Class A common stock (“Series B Warrants”). The Series B Warrants were issued to the redemption terms of the Company’s 12.5% secured convertible debentures issued in April and October of 2017 (“Debentures”). The Company received no additional consideration for the issuance. The Series B Warrants were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act.
The Series B warrants have a term of five (5) years from the date in which each of the redeemed Debenture were issued. Accordingly, of the Series B Warrants: (i) 277,500 have an expiration date of April 21, 2022, and (ii) 813,362 have an expiration date of October 27, 2022. The Series B Warrants are initially exercisable at $3.00 per share and, are subject to cashless exercise after six (6) months from the issuance date if the shares underlying the warrants are not subject to an effective registration statement. The Series B Warrants also contain anti-dilution protection for subsequent equity sales for a price lower than the then applicable exercise price, with a floor of $1.40.
The exercise price of the Series B Warrants is subject to adjustment upon certain events, including stock splits, stock dividends, subsequent equity transactions (other than specified exempt issuances), subsequent rights offerings, and fundamental transactions, subject to the $1.40 floor described above. If we fail to timely deliver the shares of our Class A common stock (“Common Stock”) upon any exercise of the Series B Warrants, we will be subject to certain buy-in provisions. Additionally, the Series B Warrants contained certain beneficial ownership limitations.
The foregoing summary of the Series B warrant is qualified in its entirety by reference to the full text of the Series B Warrant, a copy of the form of which is attached hereto as Exhibit 4.01 and which is incorporated herein in its entirety by reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Principal Financial Officer
On November 28, 2018, Joseph P. Hannan, our Chief Financial Officer, informed the Company that he will be resigning in order to pursue another employment opportunity based in Atlanta, Georgia instead of relocating to the Company’s headquarters in Los Angeles, California, as previously anticipated. Mr. Hannan will continue to work for the Company during a yet to be determined transitional period.
Appointment of Principal Financial Officer
After Mr. Hannan’s last day of employment with the Company, Christopher Miglino, the Company’s current Chief Executive Officer and President, will serve as the Company’s principal financial and accounting officer, on an interim basis, until a successor for Mr. Hannan has been identified and retained.
Christopher Miglino, age 49, has served as our Chief Executive Officer and a member of our board of directors since co-founding Social Reality in April 2010. He was appointed President of our company in January 2017. He also served as our Chief Financial Officer from April 2010 until November 2014, and as our principal financial and accounting officer since August 2015. Prior to founding Social Realty, from August 2008 until March 2010, Mr. Miglino was CEO of the Lime Ad Network, a subsidiary of Gaiam, Inc. (Nasdaq: GAIA), where his responsibilities included management of interactive and innovative advertising programs for 250 green and socially conscious websites. Prior to that, from June 2004 until August 2008, Mr. Miglino was CEO of Conscious Enlightenment, where he oversaw their day to day operations in the publishing and advertising industry. Mr. Miglino's role as a co-founder of our company, his operational experience as well as his professional experience in our business sector were factors considered by the Corporate Governance and Nominating Committee in recommending his re-election to the board.
On November 30, 2018, the Company announced the departure of Mr. Hannan. A copy of the press release is attached to this report as Exhibit 99.01.
Financial Statements and Exhibits.
SOCIAL REALITY, Inc. ExhibitEX-4.01 2 srax_ex4z01.htm FORM OF SERIES B WARRANT Form of Series B Warrant EXHIBIT 4.01 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click
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.