8-K/A - SBIG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 29, 2025

SPRINGBIG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40049	88-2789488
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)

621 NW 53rd Street, Ste. 500

Boca Raton, Florida, 33487

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(800) 772-9172

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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 each class	Trading Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ☐

EXPLANATORY NOTE

This Form 8-K/A amends the Form 8-K filed by SpringBig Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on July 29, 2025 to provide additional disclosure under Item 5.02 based on communications received subsequent to that filing and to file Exhibits under Item 9.01.

Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

As previously disclosed, effective July 29, 2025, Jeffrey Harris informed the Company that he had resigned as a member of the Company’s Board of Directors (the “Board”), of which he served as Chairman. A copy of the resignation email from Mr. Harris is attached hereto as Exhibit 17.1. The email did not state that his resignation was due to any disagreements with the Company or the Board.

On August 11, 2025, the Company received a letter from Mr. Harris (the “Harris Letter”) indicating that disagreements with the Company led to his decision to resign from the Board, a copy of which is attached hereto as Exhibit 17.2. As disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company and Mr. Harris, who had served as the Company’s Chief Executive Officer until he stepped down on March 31, 2025, are currently engaged in litigation brought forth by Mr. Harris during the second quarter of 2025 against the Company related to a consulting agreement and a separation agreement, pursuant to which, among other items, (i) Mr. Harris was required to provide services to the Company for a twelve-month period commencing on April 1, 2025, including being available to the Board and management to help with strategic planning, (ii) as consideration for his services, Mr. Harris was to receive a consulting fee of $450,000 payable in eighteen equal monthly installments (the “Consulting Fee”) and (iii) the Company was required to grant to Mr. Harris 250,000 restricted stock units pursuant to its 2022 Long-Term Incentive Plan subject to vesting on the earlier of the occurrence of a change of control and March 31, 2026 (the “RSU Grant”). The Company has not paid the Consulting Fee or made the RSU Grant, which are mentioned in the Harris Letter in relation to his disagreement.

The Company strongly disagrees with the assertions in the Harris Letter.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company will provide Mr. Harris with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Commission.

Item 9.01. Exhibits

Exhibit No.	Description of Exhibit
17.1	Email from Jeffrey Harris, dated July 29, 2025.
17.2	Letter from Jeffrey Harris, dated August 11, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPRINGBIG HOLDINGS, INC.
August 13, 2025	By:	/s/ Jaret Christopher
		Name:	Jaret Christopher
		Title:	Chief Executive Officer

Exhibit 17.1

From:	Jeffrey<br>Harris
To:	Marc Shiffman
Cc:	Rawoof, Aslam
Subject:	My resignation from the Springbig Board of Directors
Date:	Tuesday, July 29, 2025 01:47:21 AM

Marc, as you are the Lead Independent Director of SpringBig’s Board of Directors, I am notifying you via this email that I am resigning from the Springbig Board of Directors effective immediately.

Marc/Aslam, if one of you could please confirm receipt of this email notification for my records that would be appreciated.

Sincerely,

Jeffrey Harris

Exhibit 17.2

Mr. Jaret Christopher

Chairman & CEO

Springbig Holdings, Inc.

621 NW 51^st^ Street, Suite 500

Boca Raton, FL 33487

August 11^th^, 2025

Dear Jaret,

Current report filed on Form 8-K relating to my departureas a director

On August 4, 2025, Springbig Holdings, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 8-K relating to my resignation as a member of the Board of Directors (the “Board”), including as Chairman of the Board. Under Item 5.02 the Company filing states that “The resignation of Mr. Harris was not due to any disagreements with the Company or the Board on any matter relatingto the Company’s operations, policies, or practices”. I was not provided with a copy of the proposed Item 5.02 disclosure by the Company prior to its inclusion in the current report on Form 8-K, and so was denied the opportunity to review and comment on the disclosure.

I am writing to notify the Company that I disagree with this disclosure. There are currently significant disagreements between the Company and myself, which remain outstanding as of the date of this letter, and which led to my decision to resign from the Board.

The SEC places specific obligations on public companies to describe the nature of any disagreements when a director’s resignation is due to disagreements with the company.

On January 15, 2025, I entered into two agreements with the Company relating to stepping down as CEO of the Company, namely a Separation and Release of Claims Agreement (the “Separation Agreement”) and a Consulting Agreement (the “Consulting Agreement”). The Company is currently in breach of both agreements, specifically having failed to deliver 250,000 restricted stock units as required under the Separation Agreement and having failed to make any of the required payments prescribed in the Consulting Agreement. I have filed lawsuits against the Company in respect of my rights under both the Separation Agreement and the Consulting Agreement.

The SEC reporting requirements specify that in the event of a departing director providing written correspondence in response to disclosures relating to his departure, then a company is required to file an amended Form 8-K within two business days and include the director’s response as an exhibit. The Company should therefore file an amended Form 8-K including this letter as an exhibit.

Yours,

/s/ Jeffrey Harris
Jeffrey Harris
c.c.	Sergey Sherman, Marc Shiffman, Matt Sacks, Mark Silver –<br>all directors
---	---
	Aslam Rawoof, Benesch Friedlander – Company counsel