UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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) ~~September~~November 146, 2023 (October 31, 2020)

~~SRAX,~~Commission ~~INC.~~File Number 001-37916

SRAX, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~001~~45-~~37916~~2925231	~~45-2925231~~
(State or other jurisdiction of incorporation or organization)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)	~~(I.R.S. Employer Identification No.)~~
1014 S. Westlake Blvd., Suite 14-29 Westlake Village, CA	91361
(Address of principal executive offices)	(Zip Code)

1014 South Westlake Blvd #14-299 Westlake Village, CA		91361
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (323) 205-6109

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code:~~ 12(~~323~~b) ~~205-6109~~of the Act:

not applicable

Class A Common Stock, $0.001 par value		SRAX		N/A
(Title of each class)		(Trading Symbol)		(Name of each exchange on which registered)

(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 OTC Expert 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 1.01 Entry into a Material Definitive Agreement.

On ~~September~~November 132, 2023, ~~the closing date,~~ SRAX, Inc. (the “Company”), ~~ATW~~entered ~~Opportunities~~into ~~Master~~definitive ~~Fund~~securities ~~II,~~purchase ~~L.P.~~agreements (the “~~ATW~~Securities Purchase ~~Opportunities~~Agreement”), with certain accredited and ~~ATW~~institutional ~~Master~~investors ~~Fund~~(the II“Purchasers”) for the purchase and sale of an aggregate of: (i) $552,000 ~~L.P.~~in principal amount of Original Issue Discount Convertible Debenture (the “~~ATW~~Debentures”) for ~~Master~~$460,000 ~~Fund~~(representing a 20% original issue discount) (“Purchase Price”) ~~entered~~and ~~into~~(ii) anwarrants ~~Omnibus~~to ~~Amendment~~purchase ~~Agreement~~up to 3,680,000 shares of the Company’s Class A common stock (the “~~Amendment~~Warrants”). in a private placement (the “Offering”) exempt Afrom ~~summary~~registration under the Securities Act of 1933, as amended (the ~~Amendment~~“Securities isAct”), in reliance on the exemption provided by ~~below:~~Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act.

1.The ~~Parties:~~Debentures, ~~The~~which ~~Amendment~~mature ison ~~entered~~November ~~into~~3, ~~among~~2024, ~~the~~pay ~~Company~~0%, ~~ATW~~no ~~Opportunities~~interest per annum commencing on November 3, ~~and~~2023. ~~ATW~~In ~~Master~~the ~~Fund~~event a Purchaser converts a portion of its Debenture into Common Stock, such amount will be deducted from the principle balance.

2.The ~~Background:~~Debentures ~~The~~are ~~Company~~convertible ~~previously~~at ~~entered~~the option of the holder into ashares ~~Senior~~of ~~Secured~~our ~~Revolving~~Class ~~Credit~~A ~~Facility~~common ~~Agreement~~stock ~~with~~(“Common ~~ATW~~Stock”) ~~Opportunities~~at ~~fund,~~an ~~dated~~initial asconversion price of ~~August~~$0.25 8,per ~~2022~~share, ~~pursuant~~subject to ~~which~~adjustment in the ~~Company~~event ~~issued~~of a(i) ~~revolving~~stock ~~note~~splits toand ~~ATW~~dividends, ~~Opportunities~~ (~~the~~ii) ~~“Revolving~~subsequent ~~Note”).~~rights offerings, ~~Additionally~~(iii) pro-rata distributions, ~~the~~and ~~Company~~(iv) ~~issued~~certain afundamental ~~Senior~~transactions, ~~Secured~~including ~~Convertible~~but ~~Debenture~~not limited to ~~ATW~~the ~~Master~~sale ~~Fund~~of onthe ~~June~~Company, 30business combinations, ~~2020~~and ~~(the~~reorganizations ~~“Debenture”~~(v) subsequent equity sales.

3.Conversions ~~Purpose~~are oflimited ~~Amendment:~~to ~~The~~the ~~Parties~~“Beneficial ~~have~~Ownership ~~agreed~~Limitation”, towhich ~~temporarily~~shall ~~amend~~be ~~certain~~4.99% ~~provisions~~ of the ~~Credit~~number ~~Agreement,~~of ~~Revolving~~shares ~~Note,~~of ~~and~~the ~~Debenture~~Common Stock ~~for~~outstanding aimmediately ~~period~~after ofgiving upeffect to ~~fourteen (14) months from~~ the ~~Effective~~issuance ~~Date~~ of ~~the~~shares ~~Amendment.~~of ~~These~~Common ~~amendments~~Stock ~~include,~~issuable ~~but~~upon ~~are~~conversion ~~not~~of ~~limited~~this ~~to, provisions~~Note ~~related~~held toby the Holder. ~~payment~~The ofHolder, ~~amounts~~upon ~~owing~~not ~~under~~less ~~the~~than ~~Credit~~61 ~~Agreement~~days’ ~~from~~prior ~~the~~notice ~~proceeds~~to of the ~~sale~~Company, ofmay ~~third-party~~increase ~~securities held~~or bydecrease the ~~company.~~Beneficial ~~Per~~Ownership Limitation ~~the~~provisions ~~agreement~~of ~~ATW~~this ~~shall~~Section ~~receive~~4(d), ~~one~~provided ~~hundred~~that ~~percent of~~ the ~~proceeds~~Beneficial ~~from~~Ownership ~~sales~~Limitation ~~from~~in ~~third~~no ~~party~~event ~~securities~~exceeds ~~owned by~~9.99% of the ~~Company~~number of ~~until~~shares ~~such~~of ~~time~~the asCommon Stock outstanding ~~amounts~~immediately ~~due~~after ~~under~~giving effect to the ~~respective~~issuance ~~agreements~~of ~~have~~shares ~~been~~of ~~repaid.~~Common ~~The~~Stock ~~Company~~upon ~~shall~~conversion ~~maintain~~of ~~the~~this ~~rights~~Note toheld ~~all~~by ~~proceeds~~the ~~from~~Holder ~~sales~~and of the ~~marketable~~Beneficial ~~securities~~Ownership ~~once~~Limitation ~~the~~provisions ~~amounts~~of ~~due~~this toSection ~~ATW~~4(d) ~~have~~shall ~~been~~continue ~~satisfied.~~to apply

4.Subject ~~Effective~~to ~~Date:The~~our ~~Amendment~~compliance iswith ~~effective~~certain equity conditions, (as ofmore ~~September~~fully 11set forth in the Debentures), ~~2023~~upon ten (5) trading days’ notice to the ~~“Effective~~Purchasers, ~~Date”)~~the Company has the right to prepay the Debentures in cash at 120% of their outstanding principal, plus accrued interest for the first 90 days of the note and 135% thereafter.

~~5. Term:~~The Debentures ~~Amendment~~also iscontain ~~effective~~certain ~~for~~customary aevents ~~period~~ of updefault provisions, including, but not limited to, ~~fourteen~~default ~~(14)~~in ~~months~~payment ~~from~~of principal, changes in control of the ~~Effective~~Company. ~~Date~~Upon the occurrence of any such event of default, ~~subject~~the tooutstanding ~~certain~~principal ~~conditions~~amount of the Debenture plus liquidated damages, interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Purchaser’s election, immediately due and payable in cash.

6.The ~~Amendments~~Warrants are initially exercisable at .25 per share and, ~~Waivers:~~are subject to cashless exercise after six months if the shares underlying the Warrants are not subject to an effective resale registration statement. The ~~Amendment~~Warrants ~~includes~~are ~~temporary~~also ~~waivers~~subject to adjustment in the event of (i) stock splits and ~~amendments~~dividends, ~~that~~(ii) ~~allow~~subsequent ~~for~~rights ~~Permitted~~offerings, ~~Subsequent~~(iii) ~~Offerings~~pro-rata distributions, ~~subject~~and (iv) certain fundamental transactions, including but not limited to ~~specified~~the ~~conditions~~sale of the Company, business combinations, and reorganizations. (v) subsequent equity sales.

7.Pursuant ~~Company~~to the terms of the Debentures and Warrants, a Purchaser will not have the right to convert any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99% (at the Purchaser’s ~~Covenants:The~~option) ~~Company~~of ~~has~~the ~~agreed~~number of shares of Common Stock outstanding immediately after giving effect to ~~various~~such ~~covenants~~conversion ~~and~~or ~~conditions~~exercise, ~~including~~as ~~providing~~such ~~access~~percentage toownership ~~certain~~is ~~accounts~~determined ~~and~~in ~~notifying~~accordance ~~ATW~~with ~~Opportunities~~the terms of the Debentures and ~~ATW~~the ~~Master~~Warrants; ~~Fund~~provided that at the election of ~~material~~a ~~changes~~holder and notice to us such percentage ownership limitation may be increased to 9.99%; provided that any increase will not be effective until the 61st day after such notice is delivered from the holder to the Company.

~~Item~~The ~~9.01~~Offering ~~Financial~~closed ~~Statement~~on ~~and~~November ~~Exhibits~~3, 2023.

Exhibit No.		Description
10.1		Omnibus Amendment Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The securities offered have not been registered under the Securities Act, 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.

2The foregoing summaries of each of the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement, the Debentures, and the Warrants are qualified in their entirety by reference to the full text of each such document, a copy of the form of each is attached hereto as Exhibits 10.01, 10.02, 10.03, 4.01, and 4.02, respectively, and each of which is incorporated herein in its entirety by reference.

~~SIGNATURES~~Pursuant to the rights entered into with our senior secured lender as filled in for 8K on September 14, 2023, the lender has the rights to convert any cash payments due to them into a subsequent equity offering. The lender has opted to convert $454,202 of amounts owed into the above referenced note at the same terms and conditions. The lender shall be issued 3,633,616 warrants per the agreements listed above.

~~Pursuant~~Item to2.03 ~~the~~Creation ~~requirements~~ of ~~the~~a ~~Securities~~Direct ~~Exchange~~Financial ~~Act~~Obligation ofor ~~1934,~~an ~~the~~Obligation ~~Registrant~~under ~~has~~an ~~duly caused this Report on Form 8~~Off-KBalance toSheet beArrangement ~~signed~~of ona ~~its behalf by the undersigned hereunto duly authorized~~Registrant.

Date:	September 14, 2023	SRAX, Inc.
			/s/ Christopher Miglino
		By:	Christopher Miglino
			Chief Executive Officer

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.

3Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

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 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 Statements and Exhibits.

Exhibit Number		Description

4.01		Form of Original Issue Discount Convertible Debenture
4.02		Form of Common Stock Purchase Warrant
10.01		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 6, 2023		SRAX, Inc.

		/s/ Christopher Miglino
	By:	Christopher Miglino
		Chief Executive Officer

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