SpringBig Reports Material Agreement, Equity Sales, Financial Obligations

Ticker: SBIGW · Form: 8-K · Filed: Jan 24, 2024 · CIK: 1801602

Springbig Holdings, Inc. 8-K Filing Summary
FieldDetail
CompanySpringbig Holdings, Inc. (SBIGW)
Form Type8-K
Filed DateJan 24, 2024
Risk Levelmedium
Pages6
Reading Time8 min
Key Dollar Amounts$11.0 million, $0.0001, $2,879,872, $15,000, $6.4 million
Sentimentmixed

Complexity: moderate

Sentiment: mixed

Topics: material-agreement, debt, equity-sales, financial-condition

TL;DR

**SpringBig just dropped an 8-K detailing new agreements, debt, and equity sales, watch for potential dilution.**

AI Summary

SpringBig Holdings, Inc. filed an 8-K on January 24, 2024, reporting events from January 16, 2024, related to a material definitive agreement, financial condition, direct financial obligations, and unregistered sales of equity securities. This filing indicates significant corporate actions that could impact the company's capital structure and financial health, which is crucial for investors to understand as it may affect future stock performance and dilution.

Why It Matters

This filing signals significant changes in SpringBig's financial and capital structure, which could impact shareholder value through potential dilution or changes in debt obligations.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and unregistered sales of equity, which could lead to dilution for existing shareholders and increased financial leverage.

Analyst Insight

Investors should closely examine the full text of the 'Material Definitive Agreement,' 'Direct Financial Obligation,' and 'Unregistered Sales of Equity Securities' sections once available to understand the specific terms and potential impact on share value and future earnings.

Key Players & Entities

  • SpringBig Holdings, Inc. (company) — the registrant filing the 8-K
  • January 16, 2024 (date) — date of earliest event reported
  • January 24, 2024 (date) — date the 8-K was filed
  • 001-40049 (other) — Commission File Number

FAQ

What was the earliest event reported in this 8-K filing by SpringBig Holdings, Inc.?

The earliest event reported in this 8-K filing occurred on January 16, 2024, as stated in the 'Date of Report (Date of earliest event reported)' section.

What specific items of information did SpringBig Holdings, Inc. report in this 8-K?

SpringBig Holdings, Inc. reported on 'Entry into a Material Definitive Agreement,' 'Results of Operations and Financial Condition,' 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,' and 'Unregistered Sales of Equity Securities,' among others, as listed under 'ITEM INFORMATION'.

What is the business address of SpringBig Holdings, Inc. as listed in the filing?

The business address of SpringBig Holdings, Inc. is 621 NW 53rd Street Ste. 260, Boca Raton, Florida 33487, according to the 'BUSINESS ADDRESS' section.

What is the Commission File Number for SpringBig Holdings, Inc.?

The Commission File Number for SpringBig Holdings, Inc. is 001-40049, as specified in the filing.

Under which SEC Act was this 8-K filed?

This 8-K was filed under the 1934 Act, as indicated in the 'FILING VALUES' section under 'SEC ACT'.

Filing Stats: 1,911 words · 8 min read · ~6 pages · Grade level 12.3 · Accepted 2024-01-24 17:25:18

Key Financial Figures

  • $11.0 million — ldings, Inc. (the "Company") issued (i) $11.0 million in aggregate principal amount of Senior
  • $0.0001 — common stock of the Company, par value $0.0001 per share, in a private placement with
  • $2,879,872 — e Holder agreed to accept the amount of $2,879,872, plus reimbursement of the Holder's leg
  • $15,000 — sement of the Holder's legal fees up to $15,000, in full payment and satisfaction of al
  • $6.4 million — greement") to sell up to (i) a total of $6.4 million of 8% Senior Secured Convertible Promis
  • $1.6 million — Convertible Notes") and (ii) a total of $1.6 million of 12% Senior Secured Term Promissory N
  • $0.15 — maturity date at a conversion price of $0.15 per share. Interest of 8% per annum is
  • $4.6 million — er transaction costs is estimated to be $4.6 million. The issuances of the Convertible Not

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Debt Settlement Agreement As previously reported, in connection with the closing of its business combination on June 14, 2022, SpringBig Holdings, Inc. (the "Company") issued (i) $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Notes, due June 14, 2024 (as amended, the "Existing Convertible Notes") and (ii) a warrant representing 586,890 shares (as amended, the "Existing Convertible Warrant") of common stock of the Company, par value $0.0001 per share, in a private placement with the purchaser party to the Existing Convertible Notes, each of which have been subsequently amended prior to the date of this report. On September 5, 2023, the Nasdaq Stock Market LLC filed a Form 25 Notification of Delisting with respect to the Company's common stock and public warrants with the Securities and Exchange Commission (the "Commission"). While delisting was an event of default under the terms of the Existing Convertible Notes, the holder had not exercised its right to accelerate payment. On January 16, 2024, the Company and L1 Capital Global Opportunities Master Fund, a Cayman Island business organization, which as of that date held the entire amount of the Existing Convertible Notes and the Existing Convertible Warrant (the "Holder"), entered into an agreement to settle the Existing Convertible Notes (the "Debt Settlement Agreement"). Under the Debt Settlement Agreement, the Holder agreed to accept the amount of $2,879,872, plus reimbursement of the Holder's legal fees up to $15,000, in full payment and satisfaction of all of the liabilities, obligations and indebtedness owing by the Company and SpringBig, Inc., as guarantor, to the Holder under the Existing Convertible Notes, the Existing Convertible Warrant and related documents, subject to the terms and conditions set forth therein. The Company intends to pay such amounts from the proceeds of the new financing transa

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On January 24, 2024, the Company issued a press release (the "Press Release") announcing selected financial information for the Company's year ended December 31, 2023. A copy of the Press Release is attached hereto as Exhibit 99.1. The information in Item 2.02 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Press Release also announced the issuance of the Convertible Notes and the Term Notes, as well as an updated business outlook for the year ending December 31, 2024. A copy of the Press Release is attached hereto as Exhibit 99.1. The information in Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Senior Secured Convertible Promissory Note of SpringBig Holdings, Inc., dated as of January 23, 2024 4.2 Senior Secured Term Promissory Note of SpringBig Holdings, Inc., dated as of January 23, 2024 10.1 Debt Settlement Agreement, dated as of January 16, 2024, by and among SpringBig Holdings, Inc., SpringBig, Inc. and L1 Capital Global Opportunities Master Fund 10.2 Note Purchase Agreement, dated January 23, 2024, by and among SpringBig Holdings, Inc. and the purchasers party thereto 10.3 Registration Rights Agreement, dated January 23, 2024, by and among SpringBig Holdings, Inc. and the investors party thereto 99.1 Press release issued by SpringBig Holdings, Inc. on January 24 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPRINGBIG HOLDINGS, INC. January 24, 2024 By: /s/ Jeffrey Harris Name: Jeffrey Harris Title: Chief Executive Officer

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