U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark one)
x | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2012
Or
¨ | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 333-179151
SOCIAL REALITY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 45-2925231 | |
State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization | Identification No.) | |
479 Rodeo Drive | ||
Beverly Hills, CA | 90210 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (323)-229-0297
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a small reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Class |
Number of Shares Outstanding | |
Class A Common Stock $0.001 par value | 3,912,129 shares outstanding as of August 13, 2012 | |
Class B Common Stock $0.001 par value | 9,000,000 shares outstanding as of August 13, 2012 |
Explanatory Note
The sole purpose of this Amendment to Social Reality, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is to provide the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language) to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL. No other changes have been made to the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS.
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-Q.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned hereunto duly authorized.
SOCIAL REALITY, INC. | ||
Date: September 18, 2012 | /s/ Christopher Miglino | |
Chief Executive Officer, Chief Financial Officer | ||
/s/ Erin DeRuggiero | ||
Chief Operating Officer | ||
INDEX TO EXHIBITS
Incorporated by Reference | ||||||||||||
Exhibit No. |
Description |
Filed Herewith |
Form |
Exhibit No. |
File No. | Filing Date | ||||||
3.01 | Certificate of Incorporation | S-1 | 3.01 | 333-179151 | 1/24/12 | |||||||
3.02 | Certificate of Correction | S-1 | 3.02 | 333-179151 | 1/24/12 | |||||||
3.03 | Bylaws | S-1 | 3.03 | 333-179151 | 1/24/12 | |||||||
4.01 | Specimen of Class A Common Stock certificate | S-1 | 4.01 | 333-179151 | 1/24/12 | |||||||
4.02** | 2012 Equity Compensation Plan adopted on January 1, 2012 | S-1 | 4.02 | 333-179151 | 1/24/12 | |||||||
4.03** | Form of 2012 Equity Compensation Plan Option Grant | S-1 | 4.03 | 333-179151 | 1/24/12 | |||||||
4.04** | Form of 2012 Equity Compensation Plan Restricted Stock Unit Grant (RSU) | S-1 | 4.04 | 333-179151 | 1/24/12 | |||||||
4.05** | Form of 2012 Equity Compensation Plan Restricted Stock Award (RSA) | S-1 | 4.05 | 333-179151 | 1/24/12 | |||||||
10.01** | Christopher Miglino Employment Agreement | S-1 | 10.01 | 333-179151 | 1/24/12 | |||||||
10.02** | Erin DeRuggiero Employment Agreement | S-1 | 10.02 | 333-179151 | 1/24/12 | |||||||
10.03** | Form of Proprietary Information, Inventions, And Confidentiality Agreement | S-1 | 10.03 | 333-179151 | 1/24/12 | |||||||
10.04** | Form of Indemnification Agreement | S-1 | 10.04 | 333-179151 | 1/24/12 | |||||||
10.05 | Facebook’s Standard Platform Terms for Advertising Providers | S-1 | 10.05 | 333-179151 | 4/11/12 | |||||||
14.00 | Code of Ethics | S-1/A | 99.1 | 333-179151 | 6/4/12 | |||||||
31.1 | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||||
31.2 | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||||
32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C § 1350. | * | ||||||||||
32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C § 1350. | * |
101.INS | XBRL Instance Document*** | |
101.SCH | XBRL Taxonomy Extension Schema *** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase*** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase*** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase*** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase*** |
*These exhibits were previously included or incorporated by reference in Social Reality Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.
**Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
***Furnished herein
Stockholders' (Members') Equity
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 3 – Stockholders’ (Members’) Equity
We are authorized to issue 50,000,000 of preferred stock, par value $0.001. No shares of preferred stock have been issued.
We are authorized to issue an aggregate of 259,000,000 shares of common stock. Our certificate of incorporation provides that we will have two classes of common stock: Class A common stock (authorized 250,000,000 shares, par value $0.001), which has one vote per share, and Class B common stock (authorized 9,000,000 shares, par value $0.001), which has ten votes per share. Any holder of Class B common stock may convert his or her shares at any time into shares of Class A common stock on a share-for-share basis. Otherwise the rights of the two classes of common stock will be identical.
Effective January 1, 2012, we issued 3,328,767 Class A common shares and 9,000,000 Class B common shares in exchange for 100% of the Social Reality, LLC membership interests. The Class A common shares were issued to holders of our non-voting, non-participating membership interest and the Class B common shares were issued to our general membership interest holders who are also our founders.
During January, 2012, we completed the offering of 460,072 of our Class A common shares at a price per share of $0.8111, for proceeds of approximately $372,959.
During February, 2012 we received $100,000 pursuant to a subscription agreement for the purchase of 123,290 shares of our Class A common shares, at a price of $0.8111 per share. These shares were issued during May 2012.
On February 1, 2012 we granted an aggregate of 180,000 unvested shares to employees. The shares vest ratably over three years. We have valued the grants at $145,998, based on a fair value per share of $0.8111. Compensation expense will be recognized over the vesting period. During the three and six months ended June 30, 2012, we recorded $11,040 and $19,151, respectively, of compensation expense. Awards totaling 10,000 shares were forfeited during the three months ended June 30, 2012.
On February 1, 2012, we granted 15,000 common stock options to a director. The options have an exercise price of $0.8111 per share. The options vested upon grant. The options lapse if unexercised after five years. The options have a grant date fair value of $2,031, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.14%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 42%; and (4) an expected life of the options of 01 year.
On June 27, 2011, Social Reality, LLC issued a 3.34% non-voting, non-participating member interest as payment for legal services to be rendered. The interest has been valued at $59,010, based on the value of the sale to the third party for cash described above. The value of the services will be charged to expense over the estimated service period, July 1, 2011 to March 31, 2012. During the three months ended March 31, 2012 we have charged $19,670 to expense.
On June 27, 2011, Social Reality, LLC issued a 6.66% non-voting, non-participating member interest as payment for consulting services to be rendered. The interest has been valued at $117,668, based on the value of the sale to the third party for cash described above. The value of the services will be charged to expense over the service period, July 1, 2011 to June 30, 2014. During the three and six months ended June 30, 2012 we have charged $9,806 and $19,612, respectively, to expense and the balance of $78,445 at June 30, 2012 is recorded as prepaid expense. |