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): February 4, 2022 (January 31, 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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| ☐ | 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 2.05 Costs Associated with Exit or Disposal Activities
Between 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.
Forward Looking Statements
This Item 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 reduction in force. These forward-looking statements are based on the Company’s current expectations and inherently involve significant 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 related to cost reduction efforts. In addition, the Company’s 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 risks and uncertainties relating to the business of the Company is contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 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.
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: | February 4, 2022 | BIGtoken, Inc. |
| | | | |
| | | | /s/ David Moore |
| | | By: | David Moore |
| | | | Chief Executive Officer |
