8-K 1 srax_8k.htm CURRENT REPORT Current Report






Washington, DC 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 23, 2017



(Exact name of registrant as specified in its charter)




(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)

456 Seaton Street, Los Angeles, CA  90013

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:  (323) 694-9800

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 (see General Instruction A.2. below):


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))

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 23, 2017 the board of directors of Social Reality, Inc. appointed Mr. Hardy L. Thomas to the board of directors to fill a vacancy on the board created by a board resolution effective June 23, 2017 to increase the size of the Company’s board to eight members, as provide under the Company’s bylaws.   Biographical information for Mr. Thomas is as follows:

Hardy L. Thomas.  Mr. Thomas, age 77, has practiced law for over 50 years.  Mr. Thomas is a graduate of Stanford University and received an accounting degree from the University of Illinois at Champaign-Urbana and a Juris Doctorate from Harvard University.  

Consistent with our compensation policy for non-executive directors, upon his appointment to the board Mr. Thomas was awarded a restricted stock grant under our 2016 Equity Compensation Plan of 7,195 shares of our Class A common stock valued at $10,000 as partial consideration for his services as an independent director during 2017.  He will also receive a $10,000 annual retainer, payable quarterly, and a per meeting fee of $2,000.  There was no arrangement or understanding between Mr. Thomas and any other person pursuant to which he was appointed to our board.



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.






Date: June 28, 2017


/s/ Christopher Miglino



Christopher Miglino, Chief Executive Officer