false
0001801602
0001801602
2026-07-10
2026-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 10, 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
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 (s 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 1.01 Entry into a Material Definitive Agreement.
On July 13, 2026, SpringBig Holdings, Inc. (the
“Company”) entered into a Reorganization Agreement (the “Reorganization Agreement”) by and among the Company,
SpringBig, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Shalcor Management Inc., in its capacity as collateral
agent and administrative agent for the purchasers under the Company’s Note Purchase Agreement dated January 22, 2024 (the “Agent”),
Lightbank II, L.P., and LS Round II, LLC (the “Transferee”).
Pursuant to the Reorganization Agreement, the
Agent, acting on behalf of the secured lenders, elected to effect a transfer of the collateral securing the Company’s obligations
to its secured lenders under the Company’s outstanding Senior Secured Convertible Promissory Note and Senior Secured Term Promissory
Note (collectively, the “Notes”) pursuant to Section 272(b) of the Delaware General Corporation Law (the “Reorganization
Transaction”). The collateral transferred included all issued and outstanding equity interests in SpringBig, Inc., the subsidiary
through which the Company conducted its business operations. As a result of the Reorganization Transaction, the Company has been fully
released from all of its obligations under the Notes (approximately $12.5 million of principal and accrued interest) and with respect
to the noteholders, and substantially all of the Company’s assets are now owned and controlled by the Transferee.
Following the consummation of the Reorganization
Transaction, the Company intends to pursue a strategic business combination. As described in Item 5.02 below, the Company has appointed
a new Chief Executive Officer to lead the effort to identify and consummate a strategic transaction. If the Company is unable to consummate
such a transaction, however, the Company will likely wind down its affairs and dissolve.
The foregoing description of the Reorganization
Agreement and Reorganization Transaction does not purport to be complete and is qualified in its entirety by reference to the full text
of the Reorganization Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
(d) Appointment of Director
On July 10, 2026, the Board of Directors (the
“Board”) of the Company appointed Andrew Jay Glashow to fill a vacancy on the Board, effective immediately. Pursuant to the
Company’s bylaws, the Board is divided into three classes, and Mr. Glashow will serve as the Company’s Class I director,
with a term expiring at the next annual meeting of stockholders at which Class I directors are to be elected.
(c) Appointment of Chief Executive Officer
On July 10, 2026, the Board appointed Mr. Glashow,
age 63, as Chief Executive Officer of the Company, effective immediately. Mr. Glashow qualifies as an “audit committee financial
expert” and has 25 years of experience in the capital markets and in all phases of business start-up and growth, including feasibility
studies, business plans, equity and debt funding, private placements, reverse mergers, and IPOs. Since March 2024, Mr. Glashow has served
as a director and chair of the audit committee of Leef Brands, Inc. Since August 2025, Mr. Glashow has served as an advisor to vSee Health,
Inc. (NASDAQ: VSEE) and since April 2026, Mr. Glashow has served as an advisor to OKMIN Resources Inc. From July 2017 to August 2025,
Mr. Glashow served as Chief Executive Officer of CLS Holdings, Inc. (formerly OTCQB: CLSH).
(e) Compensatory Arrangements
Mr. Glashow will receive an annual base salary
of $125,000, payable as follows: $10,000 upon appointment as Chief Executive Officer, and $2,500 per month thereafter, with the balance
payable in arrears no later than the first anniversary of his appointment as Chief Executive Officer. Mr. Glashow will also be entitled
to receive a performance bonus in the event that the company consummates a strategic transaction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Reorganization Agreement, dated July 13, 2026, by and among SpringBig Holdings, Inc., SpringBig, Inc., Shalcor Management Inc., Lightbank II, L.P., and LS Round II, LLC |
| 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 16, 2026 |
By: |
/s/ Andrew Glashow |
| |
|
Name: |
Andrew Glashow |
| |
|
Title: |
Chief Executive Officer |
