UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 16, 2021 (March 10, 2021)
SRAX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37916 | 45-2925231 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| 2629 Townsgate Road #215, Westlake Village, CA | 91361 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (323) 694-9800 |
not applicable
(Former name or former address, if changed since last report)
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)) |
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Class A Common stock | SRAX | NASDAQ Capital Market |
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 5.02. | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective March 10, 2021 (the “Effective Date”), the board of directors (“Board”) of SRAX, Inc. (the “Company”) appointed Brock Pierce to the Board. Mr. Pierce will fill the vacancy in the Board resulting from the resignation of Mr. Nelson that occurred on October 16, 2020. At the Effective Date, pursuant to Mr. Pierce’s appointment, the Board will have six (6) acting directors. Mr. Pierce will serve as a director until the Company’s 2021 annual meeting of shareholders or until such time as he resigns, is removed, or his successor is appointed. In connection with his appointment to the Board, Mr. Pierce will enter into the Company’s standard indemnification agreement.
There are no family relationships among Mr. Pierce and any of our executive officers or directors.
As compensation for his services on the Board, Mr. Pierce will participate in the Company’s non-employee director compensation policy as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 20, 2020.
On March 10, 2021, the Company issued a press release announcing Mr. Pierce’s appointment, a copy of which is attached to this report as Exhibit 99.01.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 99.01 | Press Release dated March 10, 2021 |
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: March 16, 2021 | SRAX, Inc. | |
| /s/ Christopher Miglino | ||
| By: | Christopher Miglino | |
| Chief Executive Officer | ||
INDEX OF EXHIBITS
| Exhibit Number | Description | |
| 99.01 | Press Release dated March 10, 2021 |
Exhibit 99.01
Brock Pierce Joins SRAX Board of Directors
LOS ANGELES—(BUSINESS WIRE)—SRAX, Inc. (NASDAQ: SRAX), a financial technology company that unlocks data and insights for publicly traded companies, announced that Brock Pierce, the entrepreneur, philanthropist, and 2020 presidential candidate, has joined the SRAX board of directors.
Mr. Pierce has co-founded, advised, and funded over 100 companies to support the creation of new jobs and marketplaces through technological innovation including many blockchain technologies that have paved the way for cryptocurrency innovations. He continues to give back through his philanthropic efforts. He has been quoted on many occasions saying “a billionaire is a person who has a positive impact on a billion people.” In his continued efforts to give back, he ran as a candidate for President of the United States in the 2020 election.
Brock was responsible for the formation of Five Delta, a company that SRAX Purchased in 2014. Five Delta had a number of patents around social media ad targeting. The team and technology went on to form SRAX MD, which SRAX then sold in 2018 to a private equity firm for close to $50M.
“Brock Pierce is one of the smartest people and one of the most significant visionaries I have ever met. He has been able to see trends early and has been able to capitalize on those insights. We are honored to have him join our Board of Directors and are especially honored to have him replace the seat left behind from the passing of Malcolm CasSelle whom we loved, respected, and miss daily,” said Christopher Miglino, Founder and CEO of SRAX. “Brock shares our vision around the power of the retail investor and the community we have created. He is always at the forefront of new paradigm shifts and I think the shift in the retail investor is just beginning,” added Miglino.
“It’s an honor to accept this position on the board of directors at SRAX and to be filling the shoes of a great leader, my friend, the late-Malcolm CasSelle. SRAX is changing the way that investors interact with public companies and fundamentally changing the interaction between the retail investor and the capital markets,” said Brock Pierce. “This year, more than ever, the strength of the retail investor has become apparent to the board room. SRAX is at the forefront of this shift, and I look forward to sharing my capital markets experience with the team,” added Pierce.
About SRAX
SRAX (NASDAQ: SRAX) is a financial technology company that unlocks data and insights for publicly traded companies. Through its premier investor intelligence and communications platform, Sequire, companies can track their investors’ behaviors and trends and use those insights to engage current and potential investors across marketing channels. For more information on SRAX, visit srax.com.
Cautionary Statement Regarding Forward-Looking Information:
This news release contains “forward-looking statements” made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in our business, and our need for future capital. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in SRAX’s periodic reports filed with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Reports on Form 10-Q as well as and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.
Contacts
Bri Kelvin
Investors@srax.com