UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2024 (~~April~~March 129, 2024)

Commission File Number 001-37916

SRAX, Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-2925231
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1014 S. Westlake Blvd., Suite 14-299 Westlake Village, CA		91361
(Address of principal executive offices)		(Zip Code)

1014 S. Westlake Blvd., Suite 14-299 Westlake Village, CA		91361
(Address of principal executive offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

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

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))

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 1.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On March 2729, 2024 SRAX, Inc. (the “Company”) ~~filed~~entered into definitive securities purchase agreements (the “Securities Purchase Agreement”) with a ~~Certificate~~certain ofaccredited ~~Amendment~~and toinstitutional ~~its~~investor ~~Certificate~~(the “Purchasers”) for the purchase and sale of ~~Designation~~an aggregate of: ~~its~~(i) ~~Series B~~$90,000 in principal amount of ~~Preferred~~Original ~~Stock~~Issue Discount Convertible Debenture (the “~~Certificate~~Debentures”) offor ~~Designation”~~$75,000 (representing a 20% original issue discount) ~~with~~(“Purchase ~~the~~Price”) ~~Secretary~~and of(i) ~~State~~in ofa ~~Delaware,~~private ~~modifying~~placement ~~certain~~(the ~~provisions~~“Offering”) ofexempt from registration under the ~~Certificate~~Securities Act of ~~Designation.~~1933, ~~The~~as ~~modifications~~amended ~~include~~(the “Securities Act”), in reliance on the ~~removal~~exemption provided by Rule 506(b) of ~~the~~Regulation ~~need~~D ~~for~~and ~~Shareholder~~Section ~~Approval~~4(a)(2) ~~per~~of the ~~NASDAQ~~Securities ~~rules~~Act.

The ~~addition~~Debentures, ofwhich ~~OTCQB~~mature on March 29, ~~OTCQX~~2026, ~~and~~pay ~~OTC~~0%, ~~Pink~~no asinterest per annum commencing on March 29, 2024. In the event a ~~trading~~Purchaser ~~market~~converts a portion of its Debenture into Common Stock, such amount will be deducted from the principal balance.

The ~~removal~~Debentures are convertible at the option of ~~section~~the 6holder into shares of our Class A common stock (d“Common Stock”) ~~removing~~at ~~the~~an ~~need~~initial conversion ~~for~~price ~~shareholder~~of ~~approval~~$0.25 per share, subject to ~~issue~~adjustment ~~shares~~in the event of (i) stock splits and dividends, (ii) subsequent rights offerings, (iii) pro-rata distributions, and (iv) certain fundamental transactions, including but not limited to the ~~holder~~sale of the Company, business combinations, and reorganizations (v) subsequent equity sales.

~~The~~Subject ~~addition~~to ofour ~~section~~compliance 7with certain equity conditions, (as Cmore fully set forth in the Debentures), ~~Subsequent~~upon ~~Equity~~five ~~Sales~~(5) trading days’ notice to the Purchasers, 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.

The ~~foregoing~~Debentures ~~description~~also ofcontain ~~the~~certain ~~Certificate~~customary events of ~~Amendment~~default isprovisions, ~~qualified~~including, but not limited to, default in ~~its~~payment ~~entirety~~of byprincipal, changes ~~reference~~in tocontrol of the ~~full~~Company. ~~text~~Upon the occurrence of any such event of default, the ~~Certificate~~outstanding principal amount of the Debenture ~~Amendment~~plus liquidated damages, ainterest ~~copy~~and ofother ~~which~~amounts isowing ~~attached~~in asrespect ~~Exhibit~~thereof ~~3.1~~through tothe ~~this~~date ~~Current~~of ~~Report~~acceleration, onshall ~~Form~~become, ~~8-K~~at ~~and~~the isPurchaser’s election, ~~incorporated~~immediately ~~herein~~due byand ~~reference~~payable in cash.

~~Item~~The ~~9.01~~Offering ~~Financial~~closed ~~Statements~~on ~~and~~April ~~Exhibits~~2, 2024.

Exhibit Number		Description
3.1		Amended and Restated Certificate of Designation
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.

~~SIGNATURES~~The foregoing summaries of each of the Securities Purchase Agreement, and Debentures, 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, respectively, and each of which is incorporated herein in its entirety by reference.

~~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: April 2, 2024		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.

Item 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
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: April 3, 2024	SRAX, Inc.

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

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