SpringBig Reports Material Agreement & Officer Changes

TL;DR

**SpringBig just announced a material agreement and changes to officer compensation, signaling potential strategic shifts.**

AI Summary

SpringBig Holdings, Inc. filed an 8-K on January 29, 2024, reporting an event on January 23, 2024, related to 'Entry into a Material Definitive Agreement' and 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers'. This filing indicates significant changes in the company's agreements and potentially its leadership or executive compensation. For investors, this matters because material agreements can impact future revenue or costs, and changes in executive compensation or leadership can signal shifts in strategy or financial health, potentially affecting stock valuation.

Why It Matters

Material agreements can significantly alter a company's financial outlook, while changes in executive compensation or leadership often reflect strategic shifts or operational challenges, directly influencing investor confidence and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates material changes without specific details, creating uncertainty around their financial impact and strategic implications.

Analyst Insight

A smart investor would await further details on the material definitive agreement and the executive changes. Without specifics, it's difficult to assess the financial implications, so holding off on significant buying or selling decisions until more information is disclosed would be prudent.

Key Players & Entities

• SpringBig Holdings, Inc. (company) — the registrant filing the 8-K
• January 23, 2024 (date) — date of the earliest event reported
• January 29, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $6.4 million — e agreement pursuant to which it issued $6.4 million of 8% Senior Secured Convertible Promis
• $1.6 million — due 2026 (the "Convertible Notes") and $1.6 million of 12% Senior Secured Term Promissory N
• $2,800,000 — chaser. Shalcor and Lightbank purchased $2,800,000 and $2,400,000 of Convertible Notes, re
• $2,400,000 — and Lightbank purchased $2,800,000 and $2,400,000 of Convertible Notes, respectively, and
• $700,000 — of Convertible Notes, respectively, and $700,000 and $600,000 of Term Notes, respectivel
• $600,000 — e Notes, respectively, and $700,000 and $600,000 of Term Notes, respectively. Pursuant

Filing Documents

• wdq-20240123.htm (8-K) — 46KB
• a101directornominationag.htm (EX-10.1) — 18KB
• a101directornominationag001.jpg (GRAPHIC) — 280KB
• a101directornominationag002.jpg (GRAPHIC) — 269KB
• a101directornominationag003.jpg (GRAPHIC) — 289KB
• a101directornominationag004.jpg (GRAPHIC) — 76KB
• a101directornominationag005.jpg (GRAPHIC) — 51KB
• a991pressrelease.htm (EX-99.1) — 7KB
• a991pressrelease001.jpg (GRAPHIC) — 254KB
• a991pressrelease002.jpg (GRAPHIC) — 198KB
• 0001628280-24-002466.txt ( ) — 2198KB
• wdq-20240123.xsd (EX-101.SCH) — 2KB
• wdq-20240123_def.xml (EX-101.DEF) — 16KB
• wdq-20240123_lab.xml (EX-101.LAB) — 31KB
• wdq-20240123_pre.xml (EX-101.PRE) — 17KB
• wdq-20240123_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported, on January 23, 2024 (the "Closing Date"), SpringBig Holdings, Inc. (the "Company") entered into a note purchase agreement pursuant to which it issued $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 (the "Convertible Notes") and $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 (the "Term Notes") in a private placement with the purchasers party thereto (the "Purchasers"). In connection with the closing of the notes, the Company entered into a Director Nomination Agreement ("Nomination Agreement") on the Closing Date with Shalcor Management, Inc., an Alberta corporation ("Shalcor"), and Lightbank II, L.P., a Delaware limited partnership ("Lightbank" and, together with Shalcor, the "Investors"), each of which is a Purchaser. Shalcor and Lightbank purchased $2,800,000 and $2,400,000 of Convertible Notes, respectively, and $700,000 and $600,000 of Term Notes, respectively. Pursuant to the Nomination Agreement, the Investors have the right to appoint or nominate for election to the board of directors of the Company (the "Board"), as applicable, an aggregate of three individuals, to serve as directors of the Company, with two individuals designated as Class I directors of the Board and one individual designated as a Class II director of the Board. The Nomination Agreement provides that on the Closing Date one of the Class I director nominees will be Matt Sacks, who is a Co-Managing Partner of Lightbank, and the Class II director nominee will be Shawn Dym, who is the Managing Director of Shalcor, and that the Investors will have the right to jointly designate one additional Class I director nominee to the Board on a date after the Closing Date. The foregoing is a summary of certain terms and provisions of the Nomination Agreement and is not complete and is subject to, and qualified in its entirety by the provisions of, the Nomination Agreement, a copy

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 29, 2024, the Company issued a press release announcing changes to its Board, a copy of which 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 10.1 Director Nomination Agreement, dated January 23, 2024, by and among SpringBig Holdings, Inc., Shalcor Management, Inc. and Lightbank II, L.P. 99.1 Press release issued by SpringBig Holdings, Inc. on January 29 , 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 29, 2024 By: /s/ Jeffrey Harris Name: Jeffrey Harris Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR