SBIG.OQBSpringbig Holdings, INC
10-K/A: SpringBig Holdings Files Amendment to 10-K, Updates Board and Executive Leadership
Sentiment:
Form 10-K/A Amendment
SpringBig Holdings files an amendment to its 2024 Annual Report on Form 10-K, primarily to include Part III information regarding directors, executive officers, and corporate governance.
Capital raiseThe company issued $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 and $1.6 million of 12% Senior Secured Term Promissory Notes due 2026 in a private placement.The company intends to complete the Acquisition in exchange for 2,383,126 shares of the Company's common stock, par value $0.0001 per share (the Common Shares), issued in a private placement transaction.
Summary
- SpringBig Holdings, Inc. filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2024.
- The amendment primarily includes information required in Part III of Form 10-K, concerning directors, executive officers, and corporate governance.
- The original Form 10-K was filed on March 28, 2025.
- The Board of Directors consists of six members, with Jeffrey Harris serving as Chairman.
- Jaret Christopher was appointed as Chief Executive Officer effective April 1, 2025, with a base salary of $450,000 per year.
- The company intends to acquire VICE CRM LLC in exchange for 2,383,126 shares of common stock.
- Jeffrey Harris stepped down as CEO on March 31, 2025, and will receive $450,000 annually as a consultant.
- Paul Sykes will separate from his position as CFO on June 14, 2025, and will receive an aggregate bonus of $227,500.05.
- As of March 27, 2024, there were 45,594,864 shares of common stock issued and outstanding.
- The aggregate market value of voting and non-voting common equity held by non-affiliates on June 30, 2023, was $18.2 million.
Sentiment
Score: 6
Explanation: The document contains both positive and negative elements. The appointment of a new CEO and potential acquisition are positive, but the departure of key executives and associated costs are concerning. The overall sentiment is neutral.
Positives
- The appointment of Jaret Christopher as CEO brings extensive SaaS experience and knowledge of the cannabis market.
- The intended acquisition of VICE CRM LLC could enhance the company's AI-enabled performance marketing capabilities.
- The company has secured $6.4 million of 8% Senior Secured Convertible Promissory Notes due 2026 and $1.6 million of 12% Senior Secured Term Promissory Notes due 2026.
Negatives
- The departure of both the CEO and CFO within a short timeframe could create leadership uncertainty.
- The company is incurring significant costs related to the separation agreements with the outgoing CEO and CFO.
- The company is issuing a significant number of shares to acquire VICE CRM LLC, which could dilute existing shareholders.
Risks
- The acquisition of VICE CRM LLC is subject to completion of diligence and execution of a mutually agreeable purchase agreement.
- If mutually acceptable Definitive Agreements are not executed and delivered by the Company and Mr. Christopher by June 12, 2025, either party will have the right to terminate the Offer Letter.
- The company's stock price must achieve and sustain certain levels for Mr. Christopher to vest in all of his restricted stock units.
- The company may terminate the Harris Separation Agreement immediately for Cause in which case it would no longer be obligated to make any payments or provide any benefits to Mr. Harris.
- The company may terminate the Sykes Separation Agreement immediately for Cause in which case it would no longer be obligated to make any payments or provide any benefits to Mr. Sykes.
Future Outlook
The company intends to complete the acquisition of VICE CRM LLC and continue to develop its technology platform. The company is also searching for a new Chief Financial Officer.
Industry Context
SpringBig operates in the cannabis and gaming industries, providing customer relationship management and marketing solutions. The appointment of a CEO with SaaS experience and the intended acquisition of an AI-enabled marketing platform suggest a focus on enhancing technological capabilities and expanding market reach.
Comparison to Industry Standards
- SpringBig's executive compensation structure, including base salaries and bonus opportunities, appears to be in line with industry standards for similar-sized SaaS companies.
- The company's equity incentive plans are also typical for attracting and retaining talent in the technology sector.
- However, the recent changes in executive leadership and the associated costs could be a concern for investors, as stability and continuity are often valued in the market.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Jeffrey Harris | Jaret Christopher | April 1, 2025 | Jeffrey Harris stepped down from the position. |
| Chief Financial Officer | Paul Sykes | TBD | June 14, 2025 | Paul Sykes is separating from his position. |
| Director | Shawn Dym | Marc Shiffman | September 23, 2024 | Shawn Dym resigned as a member of the Board. |
| Director | Phil Schwarz | Shawn Dym | January 23, 2024 | Phil Schwarz resigned as a member of the Board. |
| Director | Jon Trauben | Matt Sacks | January 23, 2024 | Jon Trauben resigned as a member of the Board. |
| Director | Mark Silver | May 10, 2024 | Board Appointment | |
| Director | Jaret Christopher | April 23, 2025 | Board Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Board of Directors consists of six members, with Jeffrey Harris serving as Chairman. | N/A | The composition of the board influences the strategic direction and oversight of the company. |
| Board Classification | The Bylaws provide for a classified Board of Directors divided into three classes, with the classes to be as nearly equal in number as possible, serving staggered terms. | N/A | This classification of our Board of Directors could have the effect of increasing the length of time necessary to change the composition of a majority of the Board of Directors. |
Related Party Transactions
- Certain immediate family members of Jeffrey Harris, SpringBigs chief executive officer and a member of SpringBigs Board of Directors, provide services to SpringBig as full-time employees for compensation.
- SpringBig has previously engaged InteQ to provide certain employee support and sharing, software development work and information technology services. SpringBigs Chief Executive Officer, Jeffrey Harris, founded InteQ and beneficially holds a controlling equity interest in such company.
- During the month ended September 30, 2023, SpringBigs CEO, Jeffrey Harris, loaned the Company $125,000 for use in operations.
Stakeholder Impact
- Shareholders may be impacted by the dilution resulting from the issuance of shares for the VICE CRM LLC acquisition.
- Employees may experience uncertainty due to the changes in executive leadership.
- Customers may benefit from the potential enhancements to the company's technology platform resulting from the acquisition and new leadership.
Next Steps
- Complete the acquisition of VICE CRM LLC.
- Execute Definitive Agreements with Jaret Christopher by June 12, 2025.
- Find a new Chief Financial Officer.
- Continue to develop and market its technology platform.
Key Dates
| Date | Description |
|---|---|
| January 23, 2024 | SpringBig entered into a note purchase agreement and Director Nomination Agreement. |
| May 10, 2024 | Mark Silver was appointed as a Class I director of the Board. |
| September 23, 2024 | Shawn Dym resigned as a member of the Board; Marc Shiffman was appointed as a Class II director. |
| December 31, 2024 | End of the fiscal year for which the Annual Report on Form 10-K is filed. |
| January 22, 2025 | Jeffrey Harris announced his intention to separate from his position as CEO. |
| January 15, 2025 | The Board and Mr. Harris reached an understanding regarding his decision to separate from the Company. |
| April 1, 2025 | Jaret Christopher was appointed as Chief Executive Officer. |
| April 23, 2025 | The Board increased its size from five to six members and appointed Mr. Christopher as a Class II director. |
| April 29, 2025 | The Board comprised of Jaret Christopher, Jeffrey Harris, Matt Sacks, Sergey Sherman, Marc Shiffman and Mark Silver. |
| March 31, 2025 | Mr. Harris stepped down as Chief Executive Officer. |
| June 12, 2025 | Deadline for executing Definitive Agreements with Jaret Christopher, after which either party can terminate the Offer Letter. |
| June 14, 2025 | Paul Sykes will separate from his position as CFO. |
| April 30, 2025 | Date of the filing of this Amendment No. 1 to the Annual Report on Form 10-K. |
Keywords
executive compensation, board of directors, corporate governance, chief executive officer, chief financial officer, SpringBig Holdings, Form 10-K, amendment, acquisition, cannabis, SaaS
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