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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
May 14, 2026
SPRINGBIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40049 |
|
88-2789488 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
621 NW 53rd Street, Ste. 340
Boca Raton, Florida, 33487
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (800) 772-9172
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:
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth
company as defined 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 check mark 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 2.02 Results of Operations and Financial Condition.
On May 14, 2026, SpringBig Holdings, Inc. announced
its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference.
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 of 1933, regardless of any general incorporation language in such filing,
except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press release issued by SpringBig Holdings, Inc. on
May 14, 2026. |
| 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. |
| |
|
|
| May 14, 2026 |
By: |
/s/ Jaret Christopher |
| |
|
Name: |
Jaret Christopher |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SpringBig Holdings Reports First Quarter 2026
Financial Results
Delivers Positive Adjusted EBITDA of $0.1 Million;
Narrows Net Loss 34% Year-Over-Year on 21% Reduction in
Operating Expenses; Message Volume Grows 11%
BOCA RATON, Fla., May 14, 2026. SpringBig Holdings, Inc. (OTCQB:
SBIG) (“SpringBig” or the “Company”), a leading AI-powered marketing automation and omnichannel CRM SaaS platform
serving regulated retail verticals across the United States and Canada, today announced financial results for the first quarter ended
March 31, 2026.
First Quarter 2026 Highlights
All comparisons are versus the first quarter of 2025 unless otherwise
noted.
| ● | Revenue of $5.4 million, compared with $5.5 million |
| ● | Subscription revenue of $4.8 million, consistent year-over-year,
representing 88% of total revenue |
| ● | Gross profit of $3.6 million, impacted by previously disclosed
one-time messaging costs related to the amendment of the Company’s largest vendor agreement, which established a more sustainable
cost structure on a go-forward basis |
| ● | Total operating expenses reduced $1.0 million, or 21% year-over-year |
| ● | General and administrative expenses reduced 24%; selling,
servicing and marketing expenses reduced 37% |
| ● | Loss from operations narrowed to $(0.1) million from $(0.4)
million |
| ● | Net loss narrowed to $(0.5) million from $(0.8) million,
a 34% improvement |
| ● | Adjusted EBITDA of $0.1 million, marking a continued positive
contribution |
| ● | Messages distributed through the SpringBig platform of 147
million, up 11% year-over-year |
| ● | Net revenue retention of 86%, consistent with the prior-year
period |
| ● | Non-cannabis revenue increased more than 200% in Q1 2026
compared to Q4 2025, underscoring the strength of the Company’s platform and the growing opportunity beyond cannabis |
Management Commentary
“Our first quarter results reflect the operating discipline and
cost structure we have established over the past year. We delivered positive Adjusted EBITDA, reduced operating expenses by more than
20%, and narrowed our net loss by a third while sustaining our subscription revenue base. Message volume on our platform grew 11% year-over-year,
reinforcing client engagement with our technology even as the broader cannabis market continues to face macroeconomic pressure.”
said Jaret Christopher, Chief Executive Officer of SpringBig.
Mr. Christopher continued, “We continue to make meaningful progress
on the SpringBig turnaround through disciplined cost reductions, ongoing operational optimization, and continued investment in our AI
capabilities. At the same time, we are expanding the platform into gaming and other adjacent regulated markets, where SpringBig’s
marketing and CRM infrastructure represents a natural fit and a meaningful growth opportunity beyond our cannabis core.”
About SpringBig
SpringBig Holdings, Inc. (OTCQB: SBIG) is a leading provider of AI-powered
marketing automation and omnichannel CRM software, serving regulated retail verticals including cannabis, iGaming, casino, alcohol, and
nutraceuticals across the United States and Canada. The SpringBig platform enables retailers and brands to increase customer engagement,
drive repeat purchases, and grow lifetime customer value through differentiated loyalty programs and consumer messaging. For more information,
visit www.springbig.com.
Use of Non-GAAP Financial Measures
In addition to the results reported in accordance with accounting principles
generally accepted in the United States (GAAP) included throughout this press release, we have disclosed EBITDA, which is a non-GAAP financial
measure that we calculate as net income (loss) before interest, taxes, depreciation and amortization and Adjusted EBITDA, which represents
EBITDA adjusted for certain unusual, infrequent items, or non-cash items (such as credit loss expense and stock-based compensation). Below
we have provided a reconciliation of net loss (the most directly comparable GAAP financial measure) to EBITDA and Adjusted EBITDA.
We present EBITDA and Adjusted EBITDA because they are key measures
used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic
decisions regarding the allocation of investment capacity. Accordingly, we believe that EBITDA and Adjusted EBITDA provide useful information
to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors,
and is widely used by analysts, investors and competitors to measure a company’s operating performance.
EBITDA and Adjusted EBITDA have limitations, and you should not consider
these in isolation or as a substitute for analysis of our results as reported under GAAP, including net loss, which we consider to be
the most directly comparable GAAP financial measure. Some of these limitations are:
| ● | Although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized may have to be replaced in the future, and neither EBITDA nor Adjusted EBITDA reflect cash
capital expenditure requirements for such replacements or for new capital expenditure requirements; |
| ● | EBITDA and Adjusted EBITDA do not reflect changes in, or
cash requirements for, our working capital needs; and |
| ● | EBITDA and Adjusted EBITDA do not reflect tax payments that
may represent a reduction in cash available to us. |
Because of these limitations, you should consider EBITDA and Adjusted
EBITDA alongside other financial performance measures, including net loss and our other GAAP results. Also, these non-GAAP financial measures,
as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.
Forward Looking Statements
Certain statements contained in this press release constitute “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would,” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about future events and financial results that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. In particular, these include but are not limited to statements
regarding the Company’s growth prospects, cost structure, strategic initiatives, expansion into adjacent verticals, liquidity, ability
to continue as a going concern, and the resolution of matters relating to the notice of default related to the Company’s secured
notes. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including
but not limited to matters related to the rights of the holders of the Company’s secured notes and the related notice of default,
the fact that we have a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future
prospects and may increase the risk that we will not be successful; that if we do not successfully develop and deploy new software, platform
features or services to address the needs of our clients, if we fail to retain our existing clients or acquire new clients, and/or if
we fail to expand effectively into new markets, our revenue may decrease and our business may be harmed; and the other risks and uncertainties
described under “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the Securities and Exchange Commission (“SEC”).
These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Springbig), and
other assumptions, which may cause the actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking
statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.
Investor Contact
SpringBig Investor Relations
ir@springbig.com
Springbig
Holding, Inc
Condensed Consolidated Balance Sheets
(in thousands,
except share data)
| | |
March 31,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 1,271 | | |
$ | 1,500 | |
| Accounts receivable, net of allowance of $381 and $300, respectively | |
| 1,743 | | |
| 2,003 | |
| Contract assets | |
| 177 | | |
| 167 | |
| Prepaid expenses and other current assets | |
| 695 | | |
| 507 | |
| Total current assets | |
| 3,886 | | |
| 4,177 | |
| Right of use asset | |
| 312 | | |
| 365 | |
| Goodwill | |
| 17 | | |
| 17 | |
| Property and equipment, net | |
| 65 | | |
| 70 | |
| Total assets | |
$ | 4,280 | | |
$ | 4,629 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 1,493 | | |
$ | 1,665 | |
| Accrued expenses and other current liabilities | |
| 3,634 | | |
| 3,851 | |
| Deferred payroll tax credits | |
| 1,979 | | |
| 1,979 | |
| Long-term debt, non-current | |
| 9,756 | | |
| - | |
| Operating lease liability, current | |
| 194 | | |
| 215 | |
| Total current liabilities | |
| 17,056 | | |
| 7,710 | |
| Long-term debt, non-current | |
| - | | |
| 9,237 | |
| Operating lease liability, non-current | |
| 119 | | |
| 154 | |
| Warant liabilities | |
| 16 | | |
| 16 | |
| Total liabilities | |
| 17,191 | | |
| 17,117 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
| Common stock par value $0.0001 per shares, 300,000,000 authorized at March 31, 2026; 48,786,932 issued and outstanding as of March 31, 2026; 300,000,000 authorized at December 31, 2025; 48,548,772 issued and outstanding as of December 31, 2025 | |
$ | 4 | | |
$ | 4 | |
| Additional paid-in-capital | |
| 29,267 | | |
| 29,196 | |
| Accumulated deficit | |
| (42,182 | ) | |
| (41,688 | ) |
| Total stockholders’ deficit | |
| (12,911 | ) | |
| (12,488 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 4,280 | | |
$ | 4,629 | |
Springbig Holding, Inc
Condensed Consolidated Statement of Operations (unaudited)
(in thousands, except share and per share data)
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| Net Revenues | |
$ | 5,444 | | |
$ | 5,516 | |
| Cost of revenues | |
| 1,858 | | |
| 1,206 | |
| Gross Profit | |
| 3,586 | | |
| 4,310 | |
| Expenses | |
| | | |
| | |
| Selling, servicing and marketing | |
| 669 | | |
| 1,059 | |
| Technology and software development | |
| 1,229 | | |
| 1,271 | |
| General and administrative | |
| 1,827 | | |
| 2,407 | |
| Total operating expenses | |
| 3,725 | | |
| 4,737 | |
| | |
| | | |
| | |
| Loss from operations | |
| (139 | ) | |
| (427 | ) |
| | |
| | | |
| | |
| Interest Expense | |
| (355 | ) | |
| (324 | ) |
| | |
| (355 | ) | |
| (324 | ) |
| | |
| | | |
| | |
| Loss before income taxes | |
$ | (494 | ) | |
$ | (751 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (494 | ) | |
$ | (751 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic and diluted | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
| | |
| | | |
| | |
| Weighted-average common shares outstanding: | |
| | | |
| | |
| Basic and diluted | |
| 48,559,870 | | |
| 46,386,410 | |
Springbig Holding, Inc
Statement of Cash Flows (unaudited)
(in thousands)
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities | |
| | |
| |
| Net loss | |
$ | (494 | ) | |
$ | (751 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
| Non-cash interest expense | |
| 264 | | |
| 233 | |
| Depreciation and amortization | |
| 5 | | |
| 33 | |
| Amortization of debt financing costs | |
| 18 | | |
| 18 | |
| Stock-based compensation expense | |
| 71 | | |
| 163 | |
| Credit loss expense | |
| 150 | | |
| 90 | |
| Amortization of operating lease right of use assets | |
| 53 | | |
| 95 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 110 | | |
| (89 | ) |
| Prepaid expenses and other current assets | |
| (188 | ) | |
| (287 | ) |
| Contract assets | |
| (10 | ) | |
| 22 | |
| Accounts payable and other liabilities | |
| (152 | ) | |
| 471 | |
| Operating lease liabilities | |
| (56 | ) | |
| (84 | ) |
| Net cash provided by (used in) operating activities | |
| (229 | ) | |
| (86 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Purchases of property and equipment | |
| - | | |
| (6 | ) |
| Net cash used in investing activities | |
| - | | |
| (6 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| (229 | ) | |
| (92 | ) |
| Cash and cash equivalents, at beginning of the period | |
| 1,500 | | |
| 1,179 | |
| Cash and cash equivalents, at end of the period | |
$ | 1,271 | | |
$ | 1,087 | |
| Supplemental cash flows disclosures | |
| | | |
| | |
| Interest paid | |
$ | 136 | | |
$ | 170 | |
| Amount added to principal for non-cash interest on convertible notes | |
$ | 502 | | |
$ | 331 | |
Springbig Holding, Inc
Reconciliation of net loss to non-GAAP EBITDA and Adjusted
EBITDA
(in thousands)
| | |
Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net (loss) income | |
$ | (494 | ) | |
$ | (751 | ) |
| Interest expense | |
| 355 | | |
| 324 | |
| Depreciation expense | |
| 5 | | |
| 33 | |
| EBITDA | |
| (134 | ) | |
| (394 | ) |
| | |
| | | |
| | |
| Stock-based compensation | |
| 71 | | |
| 163 | |
| Credit loss expense | |
| 150 | | |
| 90 | |
| Severance and related payments | |
| 43 | | |
| 467 | |
| Adjusted EBITDA | |
$ | 130 | | |
$ | 326 | |
