SBIG Holdings, Inc 8-K, filed Sep 17, 2026
SBIG Holdings, Inc. (SBIG)
About this 8-K
SBIG Holdings, Inc filed this 8-K on September 17, 2026, reporting on events of September 14, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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area code: (
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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 | 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.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Subject to and contingent on the effectiveness of the Certificate of Designation (defined below), on September 14, 2026, the Board of Directors (the “Board”) of SBIG Holdings, Inc. (formerly SpringBig Holdings, Inc.) (the “Company”) approved (i) an inducement grant of 3,750,000 shares of Series A Preferred Stock (as defined below) of the Company to Andrew Glashow, the Company’s Chief Executive Officer and a Class I director, contingent upon the effectiveness of the Certificate of Designation (as defined below), and (ii) payment of cash compensation of $10,000 per month to Mr. Glashow.
Subject to and contingent on the effectiveness of the Certificate of Designation, the Board also approved compensation for non-employee directors of the Company, which may be delayed and/or accrued in the discretion of any non-employee director, of a one-time inducement grant of 250,000 shares of Series A Preferred Stock (contingent on the effectiveness of the Certificate of Designation) and payment of cash compensation of $5,000 per month.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Amendment
On September 16, 2026, the Company filed a Certificate of Amendment (the “Name Change Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company from “SpringBig Holdings, Inc.” to “SBIG Holdings, Inc.” The Name Change Amendment became effective immediately upon filing with the Delaware Secretary of State.
Bylaws Amendment
On September 14, 2026, the Board approved an amendment (the “Bylaws Amendment”) to the Company’s Bylaws (the “Bylaws”). The Bylaws Amendment (i) replaces all references in the Company’s Bylaws to “SpringBig Holdings, Inc.” with “SBIG Holdings, Inc.” to reflect the Company’s name change, and (ii) decreases the quorum requirement for meetings of stockholders from a majority to one-third (1/3) of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting.
Certificate of Designation of Series A Preferred Stock
On September 16, 2026, the Company filed a Certificate of Designations of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to establish the terms of its Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). The authorized number of shares of Series A Preferred Stock is 5,000,000. The terms of the Series A Preferred Stock are as follows:
Ranking. The Series A Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, pari passu to all classes or series of the Company’s stock.
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Dividends. The Series A Preferred Stock is entitled to ratably receive dividends with the common stock of the Company, par value $0.0001 per share (the “Common Stock”) if, as and when declared from time to time by the Board after payment of any dividends required to be paid on outstanding preferred stock.
Liquidation Preference. Upon dissolution, liquidation or winding-up, the assets legally available for distribution to the Company’s stockholders will be distributable ratably among the holders of Common Stock and Series A Preferred Stock, subject to appropriate provision for outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Voting Rights. On all matters to be voted on by the stockholders of the Company, holders of Series A Preferred Stock are entitled to 25 votes per share of Series A Preferred Stock and will vote together with the Common Stock as a single class.
Automatic Conversion. Each share of Series A Preferred Stock will be converted automatically and without further action by the holder into one share of Common Stock at the occurrence of either (i) a sale or transfer of such share of Series A Preferred Stock by the holder, or (ii) in the event that the holder ceases to serve as a director, or be engaged as an employee, of the Company.
Adjustment. If the Company effects a stock dividend, a stock split, or a reverse split of the Series A Preferred Stock, the dividend, conversion, liquidation and redemption rights will be proportionately adjusted.
Reissuance of Preferred Stock. In the event any shares of Series A Preferred Stock are redeemed or otherwise acquired by the Company, such shares will be cancelled and will return to the status of authorized and unissued preferred stock of the Company of no designated class.
The foregoing descriptions of the Name Change Amendment, Bylaws Amendment, and Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Name Change Amendment, the Bylaws Amendment, and the Certificate of Designation, respectively, copies of which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of the Company | |
| 3.2 | Amendment to Bylaws of the Company | |
| 3.3 | Certificate of Designation of Series A Preferred Stock of the Company | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SBIG HOLDINGS, INC. | |||
| September 17, 2026 | By: | /s/ Andrew Glashow | |
| Name: | Andrew Glashow | ||
| Title: | Chief Executive Officer | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
SPRINGBIG HOLDINGS, INC.
SpringBig Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. This Amendment was approved and duly adopted by written consent of the Board of Directors of the Corporation in accordance with Section 141(f) of the DGCL.
2. The Certificate of Incorporation (the “Certificate”) is hereby amended by amending and restating ARTICLE I of the Certificate in its entirety as follows:
“The name of the corporation is SBIG Holdings, Inc. (the “Corporation”).”
* * * *
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment of Certificate of Incorporation of SpringBig Holdings, Inc. as of September 14, 2026.
| SPRINGBIG HOLDINGS, INC. | ||
| By: | /s/ Andrew Glashow | |
| Name: | Andrew Glashow | |
| Title: | Chief Executive Officer | |
Exhibit 3.2
AMENDMENT TO BYLAWS
OF
SPRINGBIG HOLDINGS, INC.
This Amendment to Bylaws (the “Amendment”) of SpringBig Holdings, Inc., a Delaware corporation (the “Corporation”), is effective as of September 14, 2026 (the “Effective Date”).
WHEREAS, Section 9.15 of Article IX of the Bylaws of the Corporation in effect immediately prior to the Effective Date (the “Current Bylaws”) provides that the Current Bylaws may be amended by the affirmative vote of a majority of the Board of Directors of the Corporation (the “Board”); and
WHEREAS, the Board desires to amend the Current Bylaws as set forth in this Amendment, effective as of the Effective Date.
NOW, THEREFORE, the Current Bylaws are hereby amended as follows, effective as of the Effective Date.
| 1. | Name Change. Any and all references to the name of the Corporation in the Current Bylaws are hereby changed from “SpringBig Holdings, Inc.” to “SBIG Holdings, Inc..” including the title of the Current Bylaws. |
| 2. | Amendment to Bylaws. Article II, Section 2.4 of the Current Bylaws (as so amended, the “Bylaws”) is hereby deleted in its entirety and replaced with the following: |
Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”), or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing one-third (1/3) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing one-third (1/3) of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.
| 3. | Effect on Bylaws. The terms of this Amendment shall modify and amend the terms of the Current Bylaws to the extent expressly modified and amended herein, but every other term and condition contained in the Current Bylaws is hereby ratified, affirmed, and remains in full force and effect and shall remain unchanged unless expressly amended or modified hereby or by another written instrument entered into in accordance with the terms of the Bylaws. |
| 4. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any conflict of laws principles that would result in the application of the laws of any jurisdiction other than the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Amendment to Bylaws to be executed by its duly authorized representative as of the Effective Date.
| CORPORATION: | ||
| SPRINGBIG HOLDINGS, INC. | ||
| By: | /s/ Andrew Glashow | |
| Name: | Andrew Glashow | |
| Title: | Chief Executive Officer | |
Exhibit 3.3
CERTIFICATE OF DESIGNATION OF
Series A PREFERRED STOCK
Pursuant to Section 151 of the General Corporation Law of the State of Delaware, SpringBig Holdings, Inc., a Delaware corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:
WHEREAS, the Certificate of Incorporation of the Corporation authorizes the issuance of up to 50,000,000 shares of the Corporation’s preferred stock, par value $0.0001 per share (“Preferred Stock”), in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designations., rights, preferences, powers, restrictions, and limitations of the shares of such series;
WHEREAS, it is the desire of the Board to establish and fix the number of shares to be included in a new series of Preferred Stock and the designations, rights, preferences, powers, restrictions, and limitations of the shares of such new series.
NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby provide for the issuance of Series A Preferred Stock and does hereby in this Certificate of Designation establish and fix the designations, rights, preferences, powers, restrictions, and limitations of such Series A Preferred Stock as follows:
1. Amount. The number of shares constituting Series A Preferred Stock will be 5,000,000 shares, par value $0.0001 per share.
2. No Sinking Fund. No Redemption. The Series A Preferred Stock will not be subject to any sinking fund and will remain outstanding indefinitely unless otherwise converted as provided in Section 9 hereof. The Corporation will not be required or obligated to redeem, repurchase, or retire any shares of Series A Preferred Stock. The holders of shares of Series A Preferred Stock will have no right to require the Corporation to redeem, repurchase, or retire any such shares.
3. Ranking. The Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon the Corporation’s liquidation, dissolution or winding up, pari passu to all classes or series of the Corporation’s stock and to all other equity securities issued by the Corporation.
4. Dividends. The Series A Preferred Stock is entitled to ratably receive dividends with the common stock of the Corporation, par value $0.0001 per share (the “Common Stock”) if, as and when declared from time to time by the Board at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any.
5. Liquidation Preference. Upon dissolution, liquidation or winding-up, the assets legally available for distribution to the stockholders will be distributable ratably among the holders of Common Stock and Series A Preferred Stock, subject to appropriate provision for outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
6. Amendment. No provision in this Certificate of Designation may be amended, waived or modified except by an instrument in writing executed by the Corporation and a majority of the holders of record of the issued and outstanding Series A Preferred Stock as of the date of the amendment, waiver or modification, and any such written amendment, modification or waiver will be binding upon the Corporation and each holder.
7. Voting Rights. On all matters to be voted on by the stockholders of the Corporation, holders of Series A Preferred Stock are entitled to 25 votes per share of Series A Preferred Stock and will vote together with the Common Stock as a single class.
8. No Preemptive Rights. The holders of Series A Preferred Stock will not have any preemptive rights to purchase or subscribe for the Corporation’s Common Stock or any other security.
9. Automatic Conversion. Each share of Series A Preferred Stock will be converted automatically and without further action by the holder into one share of Common Stock at the occurrence of either (i) a sale or transfer of such share of Series A Preferred Stock by the holder, or (ii) in the event that the holder ceases to serve as a director, or be engaged as an employee, of the Company.
10. Record Holders. The Corporation and the transfer agent for the Series A Preferred Stock may deem and treat the record holder of any Series A Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent will be affected by any notice to the contrary.
11. Adjustment. If the Corporation effects a stock dividend, a stock split, or a reverse split of the Series A Preferred Stock, the dividend, conversion, liquidation and redemption rights will be proportionately adjusted.
12. Reissuance of Preferred Stock. In the event, any shares of Series A Preferred Stock are redeemed or otherwise acquired by the Corporation, the shares so redeemed or otherwise acquired will be cancelled and will return to the status of authorized and unissued Preferred Stock of no designated class.