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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):
June 29, 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. 260
Boca Raton, Florida, 33487
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (800) 772-9172
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
On June 29, 2026, Jason Moos and SpringBig Holdings,
Inc. (the “Company”) entered into a Key Employee Retention, Transition, and Resignation Agreement (the “Transition Agreement”)
pursuant to which Mr. Moos resigned from his position as Chief Financial Officer of the Company, effective June 30, 2026, but will remain
employed by the Company through July 11, 2026 and thereafter will provide transition and consulting services for a limited period. Mr.
Moos' resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies
or practices.
In connection with his retention, Mr. Moos received
a one-time payment of $50,000, and in connection with his ongoing transition and consulting services, he will receive $10,000 per week,
including a $37,500 advance of such amounts. The Transition Agreement contains customary provisions, including a general release of claims,
confidentiality, non-disparagement, non-solicitation, non-competition, and cooperation obligations.
The foregoing description of the Transition Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which will be filed
with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 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. |
| |
|
|
| July 2, 2026 |
By: |
/s/ Larry Ellis |
| |
|
Name: |
Larry Ellis |
| |
|
Title: |
Director |
