Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 14, 2023, the board of directors (the "Board") of SRAX, Inc. (the
"Company") appointed Alan Urban to replace Michael Malone as the Company's Chief
Financial Officer pursuant to an employment offer letter, which sets forth the
terms of Mr. Urban's services as Chief Financial Officer and his compensation
arrangement (the "Offer Letter"). The Offer Letter was entered into as of March
14, 2023 (the "Appointment Date"). Mr. Malone remains a non-officer employee of
the Company pursuant to his original employment agreement, dated December 15,
2018.
Mr. Urban, age 54, has over 30 years of experience in corporate finance and
accounting. Mr. Urban serves on the board of directors of GT Biopharma
(NASDAQ:GTBP), and has previously served in numerous senior management
positions, including: Chief Financial Officer of Research Solutions (NASDAQ:
RSSS) a leader in SaaS workflow solutions for information driven companies, from
2011 through 2021; Chief Financial Officer of ReachLocal (NASDAQ: RLOC) an
internet marketing company that ranked #1 on Deloitte's Tech Fast 500 List, from
2007 to 2009; and CFO of Creek Road Miners (OTCQB:CRKR), a bitcoin mining firm,
in 2022. Mr. Urban has also held positions as an audit and tax manager in public
accounting, and as an internal auditor. He holds a B.S. in Business, with a
concentration in Accounting Theory and Practice, from California State
University, Northridge and has been a Certified Public Accountant (currently
inactive) since 1998.
Pursuant to the Offer Letter, Mr. Urban will receive a yearly base salary of
$300,000 (the "Base Salary"). Further, Mr. Urban will be eligible to an annual
bonus (pro-rated for the fiscal year ending December 31, 2023) of $150,000,
subject to the Board's discretion. Mr. Urban will also receive a stop option to
purchase up to 300,000 shares of the Company's common stock, in accordance with
the Company's equity compensation plan, with an exercise price equal to $0.44,
which equals the closing price of the Company's common stock as of the
Appointment Date (the "Option Grant"). The Option Grant is conditioned upon Mr.
Urban's completion of the Company's delinquent reports with the Securities and
Exchange Commission ("SEC"), including the Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2022, and September 30, 2022, and the Annual Report
on Form 10-K for the year ended December 31, 2022 (collectively, the "Delinquent
Reports"). The Option Grant will vest as follows: 40% to vest upon completion of
the Delinquent Reports during the term of Mr. Urban's employment, and the
remaining 60% to vest in equal quarterly installments during the following two
(2) year period, subject to the completion of the Delinquent Reports. The Offer
Letter also provides for severance benefits equal to six (6) months of Mr.
Urban's then Base Salary if his employment is terminated for any reason other
than for Cause (as defined in the Offer Letter).
The foregoing description of the Offer Letter does not purport to be a complete
description of the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the Offer Letter, which are included
as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 7.01 Regulation FD Disclosure.
On March 9, 2023, the Company announced via press release that it would hold a
virtual shareholder conference on March 15, 2023 at 1:30 p.m. Pacific Time. A
copy of the press release which discusses this matter is furnished hereto as
Exhibit 99.1, and incorporated herein by reference.
The Company thereafter held the virtual shareholder meeting on March 15, 2023,
and used the presentation attached to this Current Report on Form 8-K as Exhibit
99.2 (the "Investor Presentation") and incorporated herein by reference, in
whole or in part, and possibly with modifications, in connection with
presentations to investors, analysts and others.
The information contained in the Investor Presentation is summary information
that is intended to be considered in the context of the Company's SEC filings
and other public announcements that the Company may make, by press release or
otherwise, from time to time. The Company undertakes no duty or obligation to
publicly update or revise the information contained in this report, except as
required by law although it may do so from time to time as its management
believes is warranted. Any such updating may be made through the filing of other
reports or documents with the SEC, through press releases or through other
public disclosure.
The information in the press release, Investor Presentation and this Item 7.01
of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not
be deemed "filed" for purposes of Section 18 of the United States Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the United States Securities Act of 1933 or the Exchange
Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statement and Exhibits.
Exhibit
No. Description
10.1 Offer Letter, dated March 14, 2023.
99.1 Press Release, dated March 9, 2023.
99.2 Investor Presentation, dated March 15, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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