SpringBig Holdings Director Resigns, Compensatory Info Filed

TL;DR

SpringBig director Michael DeMarco out, exec comp details released.

AI Summary

SpringBig Holdings, Inc. announced on September 23, 2024, a change in its board of directors. Specifically, Michael J. DeMarco has resigned from his position as a Class II Director. The company also disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on executive compensation are crucial for understanding management incentives.

Risk Assessment

Risk Level: low — The filing primarily concerns director resignation and compensatory arrangements, which are routine disclosures and do not immediately indicate significant financial or operational risks.

Key Players & Entities

• SpringBig Holdings, Inc. (company) — Registrant
• Michael J. DeMarco (person) — Resigning Director
• September 23, 2024 (date) — Date of earliest event reported

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

Filing Documents

• ea0215439-8k_spring.htm (8-K) — 27KB
• ea021543901ex99-1_spring.htm (EX-99.1) — 7KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• 0001213900-24-081438.txt ( ) — 219KB
• sbigw-20240923.xsd (EX-101.SCH) — 3KB
• sbigw-20240923_lab.xml (EX-101.LAB) — 33KB
• sbigw-20240923_pre.xml (EX-101.PRE) — 22KB
• ea0215439-8k_spring_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. As previously reported, on January 23, 2024, 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 thereto (the "Purchasers"). In connection with the closing of the notes, the Company entered into a Directors Nomination Agreement ("Nomination Agreement") on the same date with Shalcor Management, Inc., an Alberta corporation ("Shalcor"), and Lightbank II, L.P., a Delaware partnership (together with Shalcor, the "Investors"), each of which is a Purchaser. On the January 23, 2024, pursuant to the Nomination Agreement, the Board appointed Matt Sacks as a Class I director of the Board and Shawn Dym as a Class II director of the Board, and on May 10, 2024, pursuant to the Nomination Agreement, the Board appointed Mark Silver as a Class I director of the Board. Effective at 12 noon on September 23, 2024, Mr. Dym resigned as a member of the Board, including as Chair of the Audit Committee. The resignation of Mr. Dym was not due to any disagreements with the Company or the Board on any matter relating to the Company's operations, policies, or practices. On September 23, 2024, pursuant to the Nomination Agreement, the Board appointed Marc Shiffman, age 57, as a Class II director of the Board. Except for the Nomination Agreement, Mr. Shiffman was not selected pursuant to any arrangement or understanding between him and any other person. As of September 23, 2024, the Board comprised of Jeffrey Harris, Matt Sacks, Sergey Sherman, Mark Silver and Mr. Shiffman. Mr. Shiffman is the former President and Chief Executive Officer, and served on

View Full Filing

View this 8-K filing on SEC EDGAR