Item 1.01 Entry into a Material Definitive Agreement.

DNA Holdings, LLC Asset Acquisition





Asset Purchase Agreement

On February 3, 2023 (the "Closing Date"), SRAX, Inc. (the "Company") entered into and consummated the transactions contemplated by the Asset Purchase Agreement (the "APA") and the related Bill of Sale and Assignment and Assumption Agreement (the "Assignment Agreement," and together with the Assignment Agreement, the "Transaction Documents") with DNA Holdings, LLC, a limited liability company formed under the laws of the Commonwealth of Puerto Rico (the "Seller"), pursuant to which, subject to the terms and conditions of the APA, the Seller sold certain assets from its advisory company that is engaged in the business of, among other things, advising entrepreneurs in connection with capital structuring, marketing, developing decentralized ecosystems and providing introductions to strategic investors (the "Business"). Specifically, pursuant to the Transaction Documents, the Company acquired certain assets of the Business (the "Purchased Assets"), including $1,000,000 in cash, crypto assets, equity investments into three private companies and a customer database from the Seller (the "Acquisition"). The Seller is managed by The Roundtable LLC, which is managed by Brock Pierce, a member of the Company's board of directors (the "Board"). The Acquisition was approved on February 3, 2023, by the Audit Committee of the Board and the Board. Mr. Pierce did not participate in discussions of the Board about whether to approve the Acquisition, and did not vote on the Acquisition at the Board meeting. In each case, it was considered that Mr. Pierce is an interested director of the Company. In each case, it also was determined, among other things, that, notwithstanding that Mr. Pierce is an interested director of the Company, the assets acquired in the Acquisition constitute fair and adequate consideration for the securities to be issued pursuant to the APA.

Pursuant to the terms of the APA, at the closing of the Acquisition (the "Closing"), in exchange for the Purchased Assets, which have an aggregate value of approximately $4,000,000 (excluding the value of the customer database, as the Company is finalizing the valuation of such asset), the Company issued and delivered to Seller (i) 1,313,127 shares of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), and (ii) 63,743 shares of the Company's newly designated class of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") convertible, subject to the receipt of Stockholder Approval (as defined below), into an aggregate of 3,059,664 shares of Common Stock (collectively, the "Upfront Shares"). In addition to the Upfront Shares, the Company delivered into escrow 54,908 shares of Series B Preferred Stock convertible, subject to receipt of Stockholder Approval and the Deferred Payment (as defined below), into 2,635,591 shares of Common Stock (the "Escrow Shares," together with the Upfront Shares, the "Acquisition Shares").

Pursuant to the APA, the Upfront Shares were issued and delivered at the Closing Date, subject to the terms of the Lock-Up Agreement (as defined below). The Escrow Shares were delivered to the Escrow Agent at the closing of the Acquisition, and the Seller received a book-entry confirmation in its name evidencing the Escrow Shares.

In accordance with applicable Nasdaq listing rules, the Company plans to obtain stockholder approval to issue the shares of Common Stock underlying the Series B Preferred Stock so that it may issue shares of Common Stock to the Seller in excess of 1,313,127 shares of Common Stock, the amount of shares equal to 4.99% of the issued and outstanding Common Stock on the Closing Date ("Stockholder Approval"). Within thirty (30) days, but not earlier than fifteen (15) business days after Stockholder Approval is obtained, the Seller will prepare and deliver to the Company a written determination, in the Seller's sole and absolute discretion, of an amount equal to or less than $2,000,000 to be paid to the . . .

Item 1.02 Termination of a Material Definitive Agreement.

On February 3, 2023, pursuant to the Amendment and Waiver Agreement, the Company and one of the Holders mutually terminated the registration rights agreement entered into on August 8, 2022.





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Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required, the information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

The issuance of the Acquisition Shares is intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances will not involve a public offering, the recipient has confirmed that it is an "accredited investor", and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities will be subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

As described above, the issuance of the Acquisition Shares, to the extent issued in full, the maximum number of shares of Common Stock issuable pursuant to the APA (without taking into account any Post-Closing Adjustment) will total 7,008,382 shares of Common Stock (when including 5,695,255 shares of Common Stock issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Designation).

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the APA, the Company issued 118,651 shares of Series B Preferred Stock in connection with the Closing. A summary of the rights, preferences and privileges of the Series B Preferred Stock is set forth in Item 1.01 above, which is incorporated herein by reference. Each share of Series B Preferred Stock has the powers, designations, preferences, and other rights of the Series B Preferred Stock as are set forth in the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 and Item 3.03 above relating to the issuance of the Series B Preferred Stock and the Certificate of Designation is incorporated herein by reference. The Certificate of Designation establishes the powers, designations, preferences, and other rights of the Series B Preferred Stock and became effective upon filing with the Secretary of State of the State of Delaware on February 3, 2023.

Cautionary Statement Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "intend," "may," "should," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. As noted above, the issuance of the shares of Common Stock underlying the Series B Preferred Stock is subject to the receipt of Stockholder Approval, and there is no assurance that the Company will receive such approval. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company's actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company's filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.





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Item 9.01 Financial Statement and Exhibits.





Exhibit
No.                                     Description
2.1*        Asset Purchase Agreement, dated February 3, 2023, by and between SRAX,
          Inc. and DNA Holdings, LLC.
3.1         Certificate of Designation of the Series B Non-Voting Convertible
          Preferred Stock.
10.1        Bill of Sale and Assignment and Assumption Agreement, dated February
          3, 2023, by and between SRAX, Inc. and DNA Holdings, LLC.
10.2        Lock-Up Agreement, dated February 3, 2023, by and between SRAX, Inc.
          and DNA Holdings, LLC.
10.3        Amendment and Waiver Agreement, dated February 2, 2023, by and
          between: (i) SRAX, Inc. and the Signatories Thereto.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K and the Company agrees to furnish supplementally to the SEC a

copy of any omitted schedules or exhibits upon request

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