U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|x||Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934|
For the Quarterly Period Ended June 30, 2012
|¨||Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934|
Commission File Number 333-179151
SOCIAL REALITY, INC.
(Exact name of registrant as specified in its charter)
|State or other jurisdiction of||(I.R.S. Employer|
|incorporation or organization||Identification No.)|
|479 Rodeo Drive|
|Beverly Hills, CA||90210|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (323)-229-0297
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer ¨||Accelerated filer ¨|
|Non-accelerated filer ¨ (Do not check if a small reporting company)||Smaller reporting company x|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
|Class A Common Stock $0.001 par value||3,912,129 shares outstanding as of August 13, 2012|
|Class B Common Stock $0.001 par value||9,000,000 shares outstanding as of August 13, 2012|
The sole purpose of this Amendment to Social Reality, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is to provide the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language) to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL. No other changes have been made to the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS.
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-Q.
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned hereunto duly authorized.
|SOCIAL REALITY, INC.|
|Date: September 18, 2012||/s/ Christopher Miglino|
|Chief Executive Officer, Chief Financial Officer|
|/s/ Erin DeRuggiero|
|Chief Operating Officer|
INDEX TO EXHIBITS
|Incorporated by Reference|
|File No.||Filing Date|
|3.01||Certificate of Incorporation||S-1||3.01||333-179151||1/24/12|
|3.02||Certificate of Correction||S-1||3.02||333-179151||1/24/12|
|4.01||Specimen of Class A Common Stock certificate||S-1||4.01||333-179151||1/24/12|
|4.02**||2012 Equity Compensation Plan adopted on January 1, 2012||S-1||4.02||333-179151||1/24/12|
|4.03**||Form of 2012 Equity Compensation Plan Option Grant||S-1||4.03||333-179151||1/24/12|
|4.04**||Form of 2012 Equity Compensation Plan Restricted Stock Unit Grant (RSU)||S-1||4.04||333-179151||1/24/12|
|4.05**||Form of 2012 Equity Compensation Plan Restricted Stock Award (RSA)||S-1||4.05||333-179151||1/24/12|
|10.01**||Christopher Miglino Employment Agreement||S-1||10.01||333-179151||1/24/12|
|10.02**||Erin DeRuggiero Employment Agreement||S-1||10.02||333-179151||1/24/12|
|10.03**||Form of Proprietary Information, Inventions, And Confidentiality Agreement||S-1||10.03||333-179151||1/24/12|
|10.04**||Form of Indemnification Agreement||S-1||10.04||333-179151||1/24/12|
|10.05||Facebook’s Standard Platform Terms for Advertising Providers||S-1||10.05||333-179151||4/11/12|
|14.00||Code of Ethics||S-1/A||99.1||333-179151||6/4/12|
|31.1||Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.||*|
|31.2||Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.||*|
|32.1||Certification of Principal Executive Officer Pursuant to 18 U.S.C § 1350.||*|
|32.2||Certification of Principal Financial Officer Pursuant to 18 U.S.C § 1350.||*|
|101.INS||XBRL Instance Document***|
|101.SCH||XBRL Taxonomy Extension Schema ***|
|101.CAL||XBRL Taxonomy Extension Calculation Linkbase***|
|101.DEF||XBRL Taxonomy Extension Definition Linkbase***|
|101.LAB||XBRL Taxonomy Extension Label Linkbase***|
|101.PRE||XBRL Taxonomy Extension Presentation Linkbase***|
*These exhibits were previously included or incorporated by reference in Social Reality Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.
**Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.