8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)  October 14, 2016

SOCIAL REALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37916	45-2925231
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

456 Seaton Street, Los Angeles, CA  90013

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:  (323) 694-9800

not applicable

(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):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2016 Mr. Rahul Thumati resigned as the Chief Financial Officer of Social Reality, Inc. and we appointed Mr. Joseph P. ("JP") Hannan as our Chief Financial Officer.  Mr. Thumati left the company to pursue other interests.  Biographical information for Mr. Hannan is as follows:

Joseph P. ("JP") Hannan.  Mr. Hannan, 45, is a media and entertainment executive with over 20 years of diverse, hands on experience as a chief financial officer across television, radio, print and digital media sectors ranging from startups to large scale, publicly traded companies.  Prior to joining Social Reality, Inc. in October 2016, Mr. Hannan was employed by Cumulus Media, Inc. (NASDAQ: CMLS), serving as Senior Vice President, Treasurer and Chief Financial Officer (March 2010 to June 2016), as Interim Chief Financial Officer (July 2009 to March 2010) and Vice President and Controller (April 2008 to July 2009).  He also served as Chief Financial Officer of Modern Luxury Media, an affiliate of Cumulus Media, Inc., from August 2010 to June 2016.  From May 2006 to July 2007, Mr. Hannan served as Vice President and Chief Financial Officer of the radio division of Lincoln National Corporation (NYSE: LNC), and from March 1995 to November 2005 he served in a number of executive positions including Chief Operating Officer and Chief Financial Officer of Lambert Television, Inc., a privately held television broadcasting, production and syndication company. Mr. Hannan has served on a number of private and public company boards, including Regent Communications, Inc., International Media Group, and iBlast, Inc. Mr. Hannan received his Bachelor of Science degree in Business Administration from the University of Southern California.

On October 14, 2016 we entered into an Employment Agreement with Mr. Hannan. The term of the agreement extends until such time as either party chooses to terminate his employment with our company.  Under the terms of the Employment Agreement, Mr. Hannan's compensation includes:

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an annual base salary of $200,000;

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an annual bonus of $100,000, payable in equal quarterly installments beginning on April 1, and subject to the timely filings of our periodic reports;

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an annual bonus of a restricted stock grant of $100,000 in value of shares of our Class A common stock on each annual anniversary date of the Employment Agreement, also subject to the timely filings of our periodic reports, subject to continued employment;

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a one time restricted stock award of 100,000 shares of our Class A common stock, vesting 50,000 shares on October 14, 2017 and 50,000 shares on October 14, 2017, subject to continued employment; and

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annual paid time off of 30 days per year.

Mr. Hannan is entitled to participate in all benefit programs we offer our other executive officers and expense reimbursement. Upon termination of the agreement by either party, regardless of the reason, he is not entitled to any additional compensation.  The Employment Agreement with Mr. Hannan contains customary confidentiality, non-disclosure and noninterference provisions.  

In connection with Mr. Thumati's resignation, on October 14, 2016 we entered into Separation and Release Agreement with Mr. Thumati pursuant to which we agreed to pay him a severance amount of $180,000 and he forfeited all rights to vested and unvested stock awards.  The agreement contained customary cross general releases, confidentiality and trade secret clauses.

Item 7.01

Regulation FD Disclosure.

On October 20, 2016 Social Reality, Inc. issued a press release announcing the engagement of Mr. Hannan as its Chief Financial Officer.  A copy of the press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Social Reality, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits.

99.1

Press release dated October 20, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOCIAL REALITY, INC.
Date: October 20, 2016	By:	/s/ Christopher Miglino
		Christopher Miglino, Chief Executive Officer

EX-99.1

EXHIBIT 99.1

J.P. Hannan Joins Social Reality as Chief Financial Officer

LOS ANGELES, CA - October 20, 2016 - Social Reality, Inc. (NASDAQ: SRAX), an Internet advertising and platform technology company that provides tools to automate the digital advertising market, today announced the appointment of financial and broadcasting veteran J.P. Hannan as the Company’s Chief Financial Officer, effective October 17, 2016.

Mr. Hannan most recently served as Vice President, Treasurer and Chief Financial Officer of Cumulus Media, Inc. (NASDAQ: CMLS), the second largest radio station operator in the United States. While at Cumulus, he contemporaneously served as Chief Financial Officer of Modern Luxury Media, the largest publisher of regional lifestyle magazines in the country.  Prior to joining Cumulus, Mr. Hannan served as Vice President and Chief Financial Officer of the radio division of Lincoln Financial Media, a subsidiary of Lincoln National Corporation (NYSE: LNC).  Prior to that, he served in a number of executive capacities before ultimately being named corporate Chief Financial Officer and later broadcast group Chief Operating Officer of Lambert Television, Inc., an independent television broadcasting, production and distribution company.

Mr. Hannan said, “I am deeply excited to be joining this dynamic company with such dedicated and innovative leadership. I look forward to helping Chris and his partners build upon the solid foundation they’ve already laid to drive Social Reality to the next level.”

“We are very pleased to add Mr. Hannan to our talented team,” said Christopher Miglino, CEO of Social Reality. “J.P. has extensive financial experience as well as a strong background in broadcasting and media that will leverage. We believe he is a valued addition to our company.”  

About Social Reality

Social Reality, Inc. (NASDAQ: SRAX) is an Internet advertising company that provides tools to automate the digital advertising market. The company’s Social Reality Ad Exchange (SRAX) is a real-time bidding (RTB) management platform for brands and publishers that allows brands to launch, distribute, track and optimize social and digital media and consumer engagement campaigns. SRAXmd is a healthcare-focused programmatic RTB exchange that allows pharma brands and publishers of medical content to create custom exchanges that invite specific advertisers to bid on inventory on their sites. The SRAX Social tool is a social media platform and complete management tool that allows brands to launch, distribute, track and optimize social and digital media and consumer engagement campaigns. For more information, please visit www.socialreality.com.

Forward-Looking Statements

 This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "anticipate," "plan," "will," "intend," "believe" or "expect'" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to grow our revenues, increase our margins, service our debt and report profitable operations, and other risks and uncertainties, all as set forth in our Annual Report on Form 10-K for the year ended December 31, 2015, our most recent Form 10-Q and our subsequent filings with the Securities and Exchange Commission. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Social Reality and are difficult to predict. Social Reality undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

For further investor and media information contact:

Robert Haag
Managing Director
IRTH Communications
SRAX@irthcommunications.com
1-866-976-4784