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): ~~December 30~~February 4, ~~2021~~2022 (~~December~~January 2931, ~~2021~~2022)

BIGtoken, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-55519

45-1443512

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

2629 Townsgate Road, Suite 215

Westlake Village, CA 91361

(Address of principal executive offices)

(714) 312-6844

(Registrant’s telephone number, including area code)

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):

☐	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 Class		Trading Symbol		Name of Each Exchange on Which Registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 12.0105 ~~Entry~~Costs ~~into~~Associated awith ~~Material~~Exit ~~Definitive~~or ~~Agreement~~Disposal Activities

~~SRAX~~Between ~~Exchange~~January 31, 2022 and February 3, 2022, BIGtoken, Inc. (the “Company”), notified thirty-five (35) employees that they would be terminated on February 15, 2022, in connection with a reduction in force. As a result, the Company anticipates terminating twelve (12) employees in the United States and twenty-three (23) in its Mexico offices (the “Terminations”). As a result of the Terminations, the Company will (i) reduce its workforce by approximately seventy percent 70% in total and (ii) reduce its annual payroll by $2.09 million or approximately fifty seven percent (57%). The Terminations, which will be effective February 15, 2022, were part of a broad set of cost-saving measures implemented by new management subsequent to the completion of its merger with BritePool, Inc. that closed on November 30, 2021. The Company estimates that the pre-tax costs for the Terminations will be in the range of $80,000 to $150,000, substantially all of which are related to employee severance (the “Severances”), which the Company expects to record in the quarter ending March 31, 2022. The Company does not anticipate any future cash expenditures beyond the payment of the Severances.

OnForward ~~December~~Looking 29, 2021, BIGtoken, Inc. (the “Company”) entered into an exchange agreement (“Exchange Agreement”) with SRAX, Inc., its former parent company (“SRAX”). Pursuant to the Exchange Agreement, SRAX exchanged all 149,562,566,584 shares of the Company’s common stock (“Common Stock”) owned by SRAX for 242,078 shares of the Company’s Series D Convertible Preferred Stock (“Series D Stock”) (the “Exchange”). The Series D Stock issued to SRAX is (i) convertible into the same number of shares of the Company’ Common Stock held by SRAX immediately prior to the Exchange (subject to a beneficial ownership limitation on conversion), (ii) is non-voting except as required by law and (iii) is otherwise on parity with the Company’s Common Stock with regard to its rights, preferences and limitations.Statements

~~The~~This ~~foregoing~~Item ~~description~~2.05 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated with termination benefits and the financial impact of the ~~Exchange~~reduction ~~Agreement~~in ~~contained~~force. ~~herein~~These ~~does~~forward-looking ~~not~~statements ~~purport~~are tobased beon ~~complete~~the Company’s current expectations and isinherently ~~qualified~~involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in ~~its~~such ~~entirety~~forward-looking bystatements as a result of these risks and uncertainties, ~~reference~~which include, without limitation, risks related to cost reduction efforts. In addition, the ~~full~~Company’s ~~text~~workforce reduction costs may be greater than anticipated and the workforce reduction may have an adverse impact on the Company’s development activities. A further description of the ~~Exchange~~risks ~~Agreement,~~and auncertainties ~~copy~~relating to the business of ~~which~~the Company is ~~attached~~contained ~~hereto~~in asthe ~~Exhibit~~Company’s Quarterly Report on Form 10~~.01~~-Q for the quarterly period ended September 30, 2021, filed with the Securities and ~~which~~Exchange isCommission ~~incorporated~~(the “SEC”) ~~herein~~on byNovember ~~reference~~15, 2021, and the Company’s subsequent current reports filed with the SEC. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Item 2.05 as a result of new information, future events or changes in its expectations.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Report under the heading “SRAX Exchange” is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.01		Exchange Agreement with SRAX dated December 29, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	~~December~~February 304, ~~2021~~2022	BIGtoken, Inc.
			/s/ David Moore
		By:	David Moore
			Chief Executive Officer

INDEX OF EXHIBITS

Exhibit No.		Description
10.01		Exchange Agreement with SRAX dated December 29, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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