UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: |
(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 | ||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.
As previously disclosed in the current reports on Form 8-K, filed by SRAX, Inc. (the “Company”) on April 27, 2022 and on July 7, 2022, the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notified the Company that it did not comply with Nasdaq Listing Rule 5250(c)(1) because it had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) and Form 10-Q for the quarter ended March 31, 2022 (the “2022 Q1 10-Q”) with the Securities and Exchange Commission (“SEC”).
On August 17, 2022, the Company received an additional notice regarding Nasdaq Listing Rule 5250(c)(1) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “2022 Q2 10-Q”). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC.
Nasdaq previously provided the Company with an extension of one hundred eighty (180) days from the initial due date of the 2021 Form 10-K or until October 12, 2022, to regain compliance with Nasdaq’s continued listing rule as it relates to all of the untimely filings. Accordingly, the Company’s (i) 2021 Form 10-K, (ii) 2022 Q1 10-Q, and (iii) 2022 Q2 10-Q are all required to be filed with the SEC by October 12, 2022.
Additionally, as a result of the additional late filing, Nasdaq requires the Company to update its original plan to regain compliance previously disclosed to Nasdaq, including the progress that the Company has made in implementing its previously submitted plan in connection with the untimely filings.
Item 8.01. Other Events.
On August 22, 2022, the Company issued a press release announcing its receipt of the delisting notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the anticipated filing of the 2021 Form 10-K, and other statements that are not historical facts. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions and their variants. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties.
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
Description | |
99.01 | Press Release dated August 22, 2022 | |
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: | August 23, 2022 | SRAX, Inc. | |
/s/ Christopher Miglino | |||
By: | Christopher Miglino | ||
Chief Executive Officer |
INDEX OF EXHIBITS
Exhibit No. |
Description | |
99.01 | Press Release dated August 22, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.01
SRAX ANNOUNCES RECEIPT OF ANTICIPATED NASDAQ NOTICE OF ADDITIONAL DELINQUENCY
Los Angeles, August 22, 2022 - SRAX, Inc. (“Company”) (Nasdaq: SRAX) today announced, as expected, that on August 17, 2022, the Company received an additional delinquency notification letter from the Listing Qualifications Staff (the Staff) of The Nasdaq Stock Market LLC due to the Company’s continued non-compliance with Nasdaq Listing Rule 5250(c)(1), (the Rule) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and June 30, 2022, as well as the Annual Report ended December 31, 2022.
As previously disclosed, the Company earlier received notice from the Staff regarding its non-compliance with the Rule following the Company’s delay in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. On June 20 and 30 of 2022, the Company submitted a plan to regain compliance with Listing Rule 5250(c)(1) by becoming current in its obligations to file periodic financial reports (“Submission”). On July 1, 2022, the Company received notice from Nasdaq that based on the Submission, the Company was granted the extension until October 12, 2022 to regain compliance with Nasdaq’s continued listing rule as it relates to the untimely filings. As a result of this additional delinquency, the Company must submit an update to its original Submission by September 8, which indicates the Company’s plan to remedy all delinquent filings and indicate the progress the Company has made towards implementing the plan contained in its Submission. If the Company does not regain compliance by October 12, 2022, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.
The Company’s management continues to work diligently to complete the Form 10-K, as well as the Form 10-Qs and regain compliance with Listing Rule 5250(c)(1). If it is unable to become compliant by October 12, 2022, the Company will file an appeal pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.
About SRAX
SRAX (NASDAQ: SRAX) is a financial technology company that unlocks data and insights for publicly traded companies. Through its premier investor intelligence and communications platform, Sequire, companies can track their investors’ behaviors and trends and use those insights to engage current and potential investors across marketing channels. For more information on SRAX, visit srax.com and mysequire.com.
Cautionary Statement Regarding Forward-Looking Information:
This news release contains “forward-looking statements’’ made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in our business, and our need for future capital. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in SRAX’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended Dec. 31, 2020, its Quarterly Reports on Form 10-Q and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.
Contact
Bri Kelvin
Investors@srax.com
Cover |
Aug. 23, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 23, 2022 |
Entity File Number | 001-37916 |
Entity Registrant Name | SRAX, INC. |
Entity Central Index Key | 0001538217 |
Entity Tax Identification Number | 45-2925231 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2629 Townsgate Road #215 |
Entity Address, City or Town | Westlake Village |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 91361 |
City Area Code | (323) |
Local Phone Number | 694-9800 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common stock |
Trading Symbol | SRAX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Information, Former Legal or Registered Name | not applicable |
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end
+D$?"M.Y#5B
MBGW%%)WJ7Q?-Z\9)JGU=NVZTCW*=ZEI!WV[4_VHUKYN-=JIV<4(:-_4/M8OW
M#5*_/#]OMMO-RXNU0$RAR!'G#CWR<-9>%HN:M_>>XC4=(>*^$E#PB).(8;%(Z],,=3ZS
M9_J1&++V,,3?5P+*'W%",2P6;?V\ZML;SU2&Y\SW#*&T$9?"5DI#@3Q*">=7
MF6:"ZF#?LF<(A8RXYK52&@KDZY2JJ>W4/BFY,+/UWLX0;$\!*'3$E:U!J3CP
MES_WD1?[WX+D*ZS!;R= Q.X5B?7:C3AV"RF*.[E(B/)0#]E#N:-NK/0+;9C\
MG9E1M?O\E#LSM'E;:-%#?2EH%%#25:AHG'OKSD[^X*VU9 ?EC9B85@G#V3.5
MC3F+!UR2X'-YR0S*%S$+K9"%@O>*B">5S4V\NE