Item 2.01 Completion of an Acquisition or Disposition of Assets.
To the extent required by this Item 2.01, the information contained in the
Explanatory Note of this Current Report on Form 8-K is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by this Item 3.02, the information contained in the
Explanatory Note of this Current Report on Form 8-K is incorporated herein by
reference. The issuance of the Company Common Stock pursuant to the Merger
Agreement is exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities
Act as a transaction by an issuer not involving a public offering.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Resignation of Christopher Miglino as CEO and Michael Malone as CFO
Pursuant to the terms of the Merger Agreement, at the Effective Time,
Christopher Miglino resigned as chief executive officer and principal executive
officer of the Company and Michael Malone resigned as chief financial officer
and principal accounting officer of the Company. Mr. Miglino will continue to
serve on the Company's board of directors ("Board").
Appointment of Richard Taub as Principal Accounting Officer
Upon Mr. Malone's resignation as chief financial officer, the Board appointed
Richard Taub to serve as the Company's chief financial officer and principal
accounting officer effective November 30, 2021. Mr. Taub serves as a consultant
to the Company and is currently subject to a consulting agreement whereby he
receives monthly compensation of $14,583 or approximately $175,000 per annum.
Richard Taub, CFA, age 49, was appointed the Company's chief financial officer
and principal accounting officer on November 30, 2021. Prior to his appointment
as chief financial officer, Mr. Taub served as a consultant to the Company since
March 2021. Since 2018 Mr. Taub has been providing consulting services related
to audit, fin-tech and growth planning to several companies, including PwC,
EisnerAmper and Breaker.io (investment of ConsenSys). Between 2014 and 2018, he
led the Broadcast & Digital Services practices for Media Audits International,
until the firm was acquired by Symphony. Prior to 2014, Mr. Taub had served as
CFO for V-me Media and Citigroup Latin America. He holds an MBA from The Wharton
School at the University of Pennsylvania, is a CFA charterholder and has served
as a Board member and Chairman of the Board of the Media Financial Management
Association.
Mr. Taub has no family relationships with any of the executive officers or
directors of the Company.
Employment Agreements
At the Effective Time, the Company entered into employment agreements
(collectively, the "Employment Agreements") with each of (i) David Moore ("Moore
Agreement"), (ii) George Stella ("Stella Agreement") and (iii) Robert Perkins
("Perkins Agreement").
David Moore Employment
Pursuant to the Moore Agreement, Mr. Moore shall serve as the Chief Executive
Officer of the Company and is entitled to a base salary of $240,000 per annum
("Moore Base Salary"), which will increase to $350,000 upon the Company
completing, at any time subsequent to March 12, 2022, a financing resulting in
gross proceeds of $5,000,000 (a "Qualified Financing").
Mr. Moore will be eligible to be considered for an annual discretionary target
cash bonus of 60% of the Moore Base Salary with (i) 50% of such bonus based on
corporate revenue targets and metrics and (ii) 50% of such bonus based on
certain corporate profit and loss targets, each to be approved by the Board or a
compensation committee thereof.
Additionally, Mr. Moore will be eligible to receive an annual market-based
equity grant if and when determined by the Board.
On the one (1) year anniversary of the effective date of employment, the Company
will issue Mr. Moore such number of restricted stock units as is equal to (i)
$1,900,000 divided by (ii) the closing price per share of the Company Common
Stock on the grant date.
In the event that the Company terminates Mr. Moore's employment without "Cause"
(as defined in the Moore Agreement), or upon Mr. Moore resigning for "Good
Reason" (as defined in the Moore Agreement), the Company, or Mr. Moore, as
applicable will provide at least six (6) months' notice prior to such
termination ("Termination Period"). During such Termination Period, Mr. Moore
will continue to receive the Moore Base Salary and continue to vest in all then
outstanding equity-based awards that are time or performance based.
Additionally, on the Closing Date, the Board appointed Mr. Moore to the Board.
David J. Moore, age 69, has served as BritePool's Chief Executive Officer since
May 2019. He is also a Director and cofounder of BritePool. Mr. Moore was a
Senior Adviser to WPP from January 2019 to May 2019. He served as Chairman of
Xaxis and President of WPP Digital, from 2011 to January 2019. Earlier, Mr.
Moore served as Chairman and Chief Executive Officer of 24/7 Real Media, from
1998 to 2011 which he cofounded and led. It was acquired by WPP in May 2007.
24/7 Media Real Media (TFSM) was listed on NASDAQ in 1998. Mr. Moore is an
emeritus member of the Interactive Advertising Bureau (IAB) executive committee.
Additionally, he has served as Member of the Board of Directors of the IAB, from
2001 to present. He was Chairman of the IAB Board from 2009 to 2011 and founding
Chairman of the IAB Tech Lab from 2015 to 2019. He is Vice Chairman of the
Advertising Educational Foundation and on its board of directors. He serves as
an advisor to Lucidity, The Jordan Edminston Group and Aqilliz. He served as a
Board member of Globant SA (GLOB) from May 2015 to July 2018. Mr. Moore is also
a Director of Throtle, a data technology company. Also, he is a principal in the
businesses of SilverBlade and XpertSavers. In evaluating Mr. Moore's specific
experience, qualifications, attributes, and skills in connection with this
appointment to the Board, the Company took into account his prior experience
with both public and private companies in the advertising space and his past
experience in building advertising companies and brands.
Mr. Moore has no family relationship with any of the executive officers or
directors of the Company.
George Stella Employment
George Stella has been serving as the Company's President and Chief Revenue
Officer. Pursuant to the Stella Agreement, Mr. Stella will continue to serve as
the Company's President and is entitled to receive a base salary of $240,000 per
annum ("Stella Base Salary"), which will increase to $350,000 upon completion of
a Qualified Financing.
Mr. Stella will be eligible to be considered for an annual discretionary target
cash bonus of 60% of the Stella Base Salary with (i) 50% of such bonus based on
corporate revenue targets and metrics and (ii) 50% of such bonus based on
certain corporate profit and loss targets, each to be approved by the Board or a
compensation committee thereof.
Additionally, Mr. Stella will be eligible to receive an annual market-based
equity grant if and when determined by the Board.
On the one (1) year anniversary of the effective date of employment, the Company
will issue Mr. Stella such number of restricted stock units as is equal to (i)
$1,900,000 divided by (ii) the closing price per share of the Company Common
Stock on the grant date.
In the event that the Company terminates Mr. Stella's employment without "Cause"
(as defined in the Stella Agreement), or upon Mr. Stella resigning for "Good
Reason" (as defined in the Stella Agreement), the Company, or Mr. Stella, as
applicable will provide at least the six (6) months' notice Termination Period.
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
On November 23, 2021, the Company amended its Articles of Incorporation, as
amended (the "Amendment") to complete the following: (i) a change of its
corporate name from Force Protection Video Equipment Corp. to BIGtoken, Inc. and
(ii) the creation of 50,000,000 shares of blank check preferred stock, par value
$0.0001, with the Board having the authority to divide and establish any or all
of the unissued shares of preferred stock into one or more series, and without
limiting the generality of the foregoing, to fix and determine the designation
of each such share, the number of shares which shall constitute such series and
certain preferences, limitations and relative rights of the shares of each
series so established.
The information set forth herein is qualified in its entirety by the terms
contained in the Amendment, a copy of which is attached to this report as
Exhibit 3.01(i) and incorporated herein by reference.
Item 8.01 Other Events
Following the Effective Time, but not including the completion of the SRAX
Exchange, the outstanding capitalization of the Company is as follows:
Number of Common
Number Shares or Common Shares
Type of Security Outstanding Securities issuable upon Conversion
Common Stock (1) 410,274,148,892 410,274,148,892
Series A Preferred Stock 5,000,000 -
Series B Preferred Stock 10,500 14,972,194,495 (2)
Series C Preferred Stock 8,318 12,864,419,168 (3)
Common Stock Options 71,220,059,440 71,220,059,440 (4)
Common Stock Warrants 25,568,064,453 25,568,064,453 (5)
TOTAL 534,898,886,448
(1) Number of shares of Common Stock of the Company issued and outstanding as of
November 30, 2021 and including the issuance of 183,445,351,630 shares of
Common Stock to BritePool shareholders as a result of the completion of the
Merger.
(2) Shares issuable based on the conversion price as of $0.00007013, subject to
adjustment;
(3) Shares issuable based on the conversion price as of $0.0000006466, subject
to adjustment;
(4) Options were issued to holders of BritePool options upon closing of the
Merger. Terms and exercise prices of respective options described above.
(5) Warrants all have a term expiring on February 4, 2024, and an exercise price
of $0.00005844216 per share, subject to adjustment.
The foregoing table does not include:
(i) 15,824,493,516 shares of Common Stock reserved for issuance pursuant to the
Company's 2021 Evergreen Equity Compensation Plan (the "Plan"). The Plan
provides for the automatic increase in the number of shares available under
the Plan on the first day of each calendar year such that on such day the
Plan will have available up to 10% of the issued and outstanding shares of
Common Stock available for issuance.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, statements related to the consummation of the proposed transactions,
and other statements that are not historical facts. Any statements contained in
this communication that are not statements of historical fact may be deemed to
be forward-looking statements. Forward-looking statements may be identified by
the use of words referencing future events or circumstances such as "expect,"
"intend," "plan," "anticipate," "believe," "will," and similar expressions and
their variants. These forward-looking statements are based upon the Company's
current expectations. Forward-looking statements involve risks and
uncertainties. The Company's actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a
result of these risks and uncertainties, which include, without limitation,
risks relating to the completion of the Merger. The risks and uncertainties may
be amplified by the COVID-19 pandemic, which has caused significant economic
uncertainty. The extent to which the COVID-19 pandemic impacts the Company's
business, operations, and financial results, including the duration and
magnitude of such effects, will depend on numerous factors, which are
unpredictable, including, but not limited to, the duration and spread of the
outbreak, its severity, the actions to contain the virus or treat its impact,
and how quickly and to what extent normal economic and operating conditions can
resume.
Additional risks and uncertainties relating to the Company and its business can
be found under the caption "Risk Factors" and elsewhere in the Company's filings
and reports with the SEC, including in the Company's Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on April 15, 2021 and
as amended on May 28, 2021 and the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2021, filed with the SEC on November 15, 2021.
Except as required by law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statements are based.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company intends to file the financial statements of BritePool required by
Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not
later than 71 calendar days after the date this Current Report on Form 8-K is
required to be filed.
(b) Pro forma financial information.
The Company intends to file the pro forma financial information required by Item
9.01(b) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date this Current Report on Form 8-K is required
to be filed.
(d) Exhibits
Exhibit No. Description
3.01(i) Amendment to Articles of Incorporation dated November 23, 2021
10.01 Moore Agreement
10.02 Stella Agreement
10.03 Perkins Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses