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): February 417, 2022 (~~January~~February 3111, 2022)

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 21.0501 ~~Costs~~Entry ~~Associated~~into ~~with~~a ~~Exit~~Material orDefinitive ~~Disposal Activities~~Agreement.

~~Between~~On ~~January~~February 3115, 2022 ~~and~~(“Closing ~~February 3~~Date”), ~~2022,~~ BIGtoken., Inc. (“the “Company”), ~~notified~~entered ~~thirty-five~~into ~~(35) employees that they would be terminated on February 15, 2022, in connection with~~ a ~~reduction~~simple inagreement ~~force.~~for ~~As a result, the Company anticipates terminating twelve~~future ~~(12)~~equity ~~employees in the United States and twenty-three~~ (~~23) in its Mexico offices (~~the “~~Terminations~~SAFE”). Aswith ~~a result of the Terminations~~SRAX, ~~the~~Inc. ~~Company will~~ (i“SRAX”), ~~reduce~~ its ~~workforce~~former byparent ~~approximately~~company. ~~seventy~~Pursuant ~~percent~~to ~~70%~~the inSAFE, ~~total~~SRAX ~~and~~agreed ~~(ii) reduce its annual payroll~~to byinvest ~~$2.09~~one million ordollars ~~approximately fifty seven percent~~ (~~57%). The Terminations~~$1, ~~which will be effective February 15~~000,000) ~~2022,~~in ~~were~~the ~~part~~SAFE of a ~~broad~~which ~~set~~it ofhas ~~cost-saving~~funded ~~measures~~three ~~implemented~~hundred bythousand ~~new~~dollars ~~management~~($300,000) ~~subsequent~~on to the ~~completion~~Closing ~~of its merger with BritePool, Inc~~Date. ~~that~~ ~~closed~~SRAX onis ~~November~~expected ~~30,~~to ~~2021.~~fund ~~The~~an ~~Company~~additional ~~estimates that the pre-tax costs for the Terminations will be in the range of~~ $80700,000 towithin ~~$150,000, substantially~~60 ~~all~~days of ~~which are related to employee severance (~~the ~~“Severances”),~~Closing ~~which~~Date. ~~the~~The ~~Company~~amount ~~expects~~funded tointo ~~record in~~ the ~~quarter~~SAFE ~~ending~~at ~~March~~a ~~31,~~given ~~2022.~~time ~~The~~is referred ~~Company~~to ~~does~~herein ~~not~~as ~~anticipate any future cash expenditures beyond~~ the ~~payment~~“SAFE ~~of the Severances~~Amount”.

~~Forward~~Pursuant ~~Looking~~to ~~Statements~~the terms of the SAFE, at any time that the Company sells its securities (a “Financing”) prior to the termination of the SAFE, SRAX may, at its option, convert the SAFE into: (i) the number of shares of non-voting Series D Convertible Preferred Stock (“Series D Preferred Stock”) equal to such (a) SAFE Amount divided by (b) the lowest price per share of equity securities sold in any Financing (prior to the termination of the SAFE) multiplied by eighty percent (80%) (the “Conversion Price”) and (ii) such number of warrants to purchase Series D Preferred Stock (the “Warrants”) equal to the SAFE Amount divided by the Conversion Price. Upon issuance, the Warrants will (i) have a term of five (5) years, (ii) an exercise price equal to the Conversion Price, and (iii) contain price protection provisions for subsequent financings.

~~This~~The ~~Item~~Series ~~2.05~~D ~~contains~~Preferred ~~forward-looking~~Stock ~~statements,~~is ~~including,~~non-voting ~~but~~(except ~~not~~as ~~limited~~required toby law), ~~statements~~subject ~~related~~ to ~~the~~a ~~expected~~beneficial ~~costs~~ownership ~~associated~~limitation ~~with termination benefits and the financial impact~~ of ~~the reduction in force~~4.99% ~~These~~(up ~~forward-looking~~to ~~statements are based~~ 9.99% on ~~the~~61 ~~Company~~days’~~s current~~ ~~expectations~~notice) and ~~inherently~~otherwise ~~involve~~on ~~significant~~parity ~~risks~~with ~~and~~the ~~uncertainties. The~~ Company’s ~~actual~~common ~~results~~stock ~~and~~(“Common ~~the~~Stock”) ~~timing~~with ~~of events~~regard ~~could~~to ~~differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties,~~its ~~which include~~rights, ~~without~~preferences ~~limitation, risks related to cost reduction efforts. In addition, the Company’s workforce reduction costs may be greater than anticipated~~ and ~~the workforce reduction may have an adverse impact on the Company’s development activities~~limitations. A ~~further~~There ~~description~~are of252,078 ~~the~~shares ~~risks and uncertainties relating to the business~~ of ~~the~~Series ~~Company~~D isPreferred ~~contained~~Stock inoutstanding ~~the~~that ~~Company’s~~are ~~Quarterly Report~~convertible oninto ~~Form 10-Q for the quarterly period ended September 30~~149, ~~2021~~562, ~~filed with the Securities and Exchange Commission (the “SEC”)~~566,584 onshares ~~November~~of ~~15,~~Common ~~2021~~Stock, ~~and~~subject ~~the Company’s subsequent current reports filed with the SEC. The Company undertakes no duty or obligation~~ to ~~update~~beneficial ~~any~~ownership ~~forward-looking~~limitations, ~~statements~~all ~~contained in this Item 2.05 as a result~~ of ~~new~~which ~~information,~~are ~~future~~held ~~events~~by ~~or changes in its expectations~~SRAX.

Upon certain “Liquidity Events” as defined in the SAFE, including but not limited to a “Change of Control”, as defined in the SAFE, SRAX will automatically be entitled to receive a portion of the proceeds due and payable upon such Liquidity Event equal to the greater of, at the election of SRAX: (i) the SAFE amount, (ii) the amount payable on the number of shares of the Common Stock equal to the SAFE amount divided by the Conversion Price, or (iii) such number of shares of Series D Preferred Stock and Warrants equal to the SAFE Amount divided by the Conversion Price.

Upon a dissolution or bankruptcy (a “Dissolution Event”), as described in the SAFE, SRAX will be entitled to (subject to liquidation prior of indebtedness and creditor claims), receive a portion of the proceeds qual to the SAFE Amount.

The SAFE automatically terminates immediately following the earliest to occur of (i) the issuance of the Series D Preferred Stock to SRAX pursuant to the full conversion of the SAFE Amount or (ii) payment of amounts due pursuant to a Liquidity Event or Dissolution Event.

The foregoing summary of the SAFE is qualified in its entirety by reference to the full text of such document, a copy of the form of which is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.

The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 9.01 Financial Statement and Exhibits.

Exhibit

No.

Description

10.01

Form of SAFE Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements reflect views and assumptions regarding expectations and projections about future events, including the future funding of the remainder of the SAFE, and are based on currently available information. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” among others, generally identifies forward-looking statements. However, these words are not the exclusive means of identifying such statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

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:	February 417, 2022	BIGtoken, Inc.
			/s/ David Moore
		By:	David Moore
			Chief Executive Officer

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