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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):
September 14, 2026
SBIG 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
SpringBig Holdings, Inc.
(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 |
|
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 3.03 Material Modification to Rights of
Security Holders.
The information set forth under Item 5.03 below
is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Subject to and contingent on the effectiveness
of the Certificate of Designation (defined below), on September 14, 2026, the Board of Directors (the “Board”) of SBIG Holdings,
Inc. (formerly SpringBig Holdings, Inc.) (the “Company”) approved (i) an inducement grant of 3,750,000 shares of Series A
Preferred Stock (as defined below) of the Company to Andrew Glashow, the Company’s Chief Executive Officer and a Class I director,
contingent upon the effectiveness of the Certificate of Designation (as defined below), and (ii) payment of cash compensation of $10,000
per month to Mr. Glashow.
Subject to and contingent on the effectiveness
of the Certificate of Designation, the Board also approved compensation for non-employee directors of the Company, which may be delayed
and/or accrued in the discretion of any non-employee director, of a one-time inducement grant of 250,000 shares of Series A Preferred
Stock (contingent on the effectiveness of the Certificate of Designation) and payment of cash compensation of $5,000 per month.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Certificate of Amendment
On September 16, 2026, the Company filed a Certificate
of Amendment (the “Name Change Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State
of the State of Delaware to change the name of the Company from “SpringBig Holdings, Inc.” to “SBIG Holdings, Inc.”
The Name Change Amendment became effective immediately upon filing with the Delaware Secretary of State.
Bylaws Amendment
On September 14, 2026, the Board approved an amendment
(the “Bylaws Amendment”) to the Company’s Bylaws (the “Bylaws”). The Bylaws Amendment (i) replaces all references
in the Company’s Bylaws to “SpringBig Holdings, Inc.” with “SBIG Holdings, Inc.” to reflect the Company’s
name change, and (ii) decreases the quorum requirement for meetings of stockholders from a majority to one-third (1/3) of the voting power
of all outstanding shares of capital stock of the Company entitled to vote at such meeting.
Certificate of Designation of Series A Preferred
Stock
On September 16, 2026, the Company filed a Certificate
of Designations of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of
Delaware to establish the terms of its Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”).
The authorized number of shares of Series A Preferred Stock is 5,000,000. The terms of the Series A Preferred Stock are as follows:
Ranking. The Series A Preferred Stock ranks,
with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or
winding up, pari passu to all classes or series of the Company’s stock.
Dividends. The Series A Preferred Stock
is entitled to ratably receive dividends with the common stock of the Company, par value $0.0001 per share (the “Common Stock”)
if, as and when declared from time to time by the Board after payment of any dividends required to be paid on outstanding preferred stock.
Liquidation Preference. Upon dissolution,
liquidation or winding-up, the assets legally available for distribution to the Company’s stockholders will be distributable ratably
among the holders of Common Stock and Series A Preferred Stock, subject to appropriate provision for outstanding debt and liabilities
and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Voting Rights. On all matters to be voted
on by the stockholders of the Company, holders of Series A Preferred Stock are entitled to 25 votes per share of Series A Preferred Stock
and will vote together with the Common Stock as a single class.
Automatic Conversion. Each share of Series
A Preferred Stock will be converted automatically and without further action by the holder into one share of Common Stock at the occurrence
of either (i) a sale or transfer of such share of Series A Preferred Stock by the holder, or (ii) in the event that the holder ceases
to serve as a director, or be engaged as an employee, of the Company.
Adjustment. If the Company effects a stock
dividend, a stock split, or a reverse split of the Series A Preferred Stock, the dividend, conversion, liquidation and redemption rights
will be proportionately adjusted.
Reissuance of Preferred Stock. In the event
any shares of Series A Preferred Stock are redeemed or otherwise acquired by the Company, such shares will be cancelled and will return
to the status of authorized and unissued preferred stock of the Company of no designated class.
The foregoing descriptions of the Name Change
Amendment, Bylaws Amendment, and Certificate of Designation do not purport to be complete and are qualified in their entirety by reference
to the full text of the Name Change Amendment, the Bylaws Amendment, and the Certificate of Designation, respectively, copies of which
are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Certificate of Incorporation of the Company |
| 3.2 |
|
Amendment to Bylaws of the Company |
| 3.3 |
|
Certificate of Designation of Series A Preferred Stock of the Company |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURE
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.
| |
SBIG HOLDINGS, INC. |
| |
|
| September 17, 2026 |
By: |
/s/ Andrew Glashow |
| |
|
Name: |
Andrew Glashow |
| |
|
Title: |
Chief Executive Officer |
