wdq-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40049

SPRINGBIG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						88-2789488
(State or other jurisdiction of incorporation)						(I.R.S Employer Identification No.)


621 NW 53rd Street
Ste. 260
Boca Raton,	Florida	33487
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code (800) 772-9172

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

SBIG

The Nasdaq Capital Market

Warrants, each exercisable for one share of Common Stock, at an exercise price of $11.50 per share

SBIGW

The Nasdaq Capital Market

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. Yes No

Table of Contents

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). Yes 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. (Check one):


Large accelerated filer		Accelerated filer
Non-accelerated filer	☒	Smaller reporting company	☒
		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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

As of August 9, 2023, there were 41,582,337 shares of common stock, $0.0001 par value issued and outstanding.

SPRINGBIG, INC

TABLE OF CONTENTS


		Page
	Part I – Financial Information
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of June 30 , 2023 and December 31, 2022	1
	Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	2
	Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for six months ended June 30, 2023 and 2022	3

	Consolidated Statements of Cash Flows for the six months ended June 30 , 2023 and 2022	5
	Notes to the Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	36
Item 4.	Controls and Procedures	36
	Part II – Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	#
Item 6.	Exhibits	39
	Signatures	40

Part I – Financial Information

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward looking statements. Forward looking statements include our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "will," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future cash flows, operating or financial performance or other events. These forward looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and Company, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, readers are cautioned that any such forward looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward looking statements are reasonable as of the date made, results may prove to be materially different. Unless otherwise required by law, we disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this report.

Factors that could cause our actual results and our financial condition to differ materially from those indicated in our forward looking statements include, but are not limited to, the following:

•trends in the cannabis industry and SpringBig’s market size, including with respect to the potential total addressable market in the industry;

•SpringBig’s growth prospects;

•new product and service offerings SpringBig may introduce in the future;

•the price of SpringBig’s securities, including volatility resulting from changes in the competitive and highly regulated industry in which SpringBig operates and plans to operate, variations in performance across competitors, changes in laws and regulations affecting SpringBig’s business and changes in the combined capital structure;

•the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; and

•other risks and uncertainties indicated from time to time in filings made with the Securities and Exchange Commission (the “SEC”).

These risks are not exhaustive. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SpringBig prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the section entitled “Risk Factors” and in our periodic filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Item 1. Financial Statements

SPRINGBIG HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(unaudited)		(audited)
	(In thousands except share data)
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	726	$	3,546
Accounts receivable, net	4,002		2,889
Contract assets	312		333
Prepaid expenses and other current assets	1,573		1,505
Total current assets	6,613		8,273
Operating lease asset	629		750
Property and equipment, net	328		375
Convertible note receivable	266		259
Total assets	$	7,836	$	9,657

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable	$	2,467	$	1,056
Accrued expense and other current liabilities	1,693		2,554
Current maturities of long-term debt	1,756		5,451
Deferred payroll tax credits	1,442		—
Deferred revenue	215		291
Operating lease liability - current	386		465
Total current liabilities	7,959		9,817
Notes payable	2,828		2,814
Operating lease liability - non-current	265		316
Warrant liabilities	427		338
Total liabilities	$	11,479	$	13,285

Commitments and Contingencies

Stockholders’ Deficiency
Common stock par value $0.0001 per share, 300,000,000 authorized at June 30, 2023; 41,402,847 issued and outstanding as of June 30, 2023; (par value $0.0001 per share, 300,000,000 authorized at December 31, 2022; 26,659,711 issued and outstanding as of December 31, 2022)	4		3
Additional paid-in-capital	26,975		22,701
Accumulated deficit	(30,622)		(26,332)
Total stockholders’ deficit	$	(3,643)	$	(3,628)
Total liabilities and stockholders’ deficit	$	7,836	$	9,657

The accompanying notes are an integral part of these financial statements

SPRINGBIG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
			(revised)				(revised)
	(In thousands, except share and per share data)				(In thousands, except share and per share data)

Revenues	$	7,214	$	6,454	$	14,371	$	12,627
Cost of revenues	1,511		1,868		2,861		3,520
Gross profit	5,703		4,586		11,510		9,107
Operating expenses
Selling, servicing and marketing	2,186		3,104		4,664		6,048
Technology and software development	2,045		2,910		4,345		5,547
General and administrative	3,245		3,854		6,002		5,567
Total operating expenses	7,476		9,868		15,011		17,162

Loss from operations	(1,773)		(5,282)		(3,501)		(8,055)
Interest income	4		—		14		—
Interest expense	(323)		(219)		(714)		(312)
Change in fair value of warrants	64		2,891		(89)		2,891
Loss before income tax	(2,028)		(2,610)		(4,290)		(5,476)
Income tax expense	—		—		—		—
Net loss	$	(2,028)	$	(2,610)	$	(4,290)	$	(5,476)
Net loss per common share:
Basic and diluted	$	(0.06)	$	(0.14)	$	(0.15)	$	(0.29)


Weighted-average common shares outstanding
Basic and diluted	31,489,803		19,285,050		29,159,766		18,586,515

The accompanying notes are an integral part of these financial statements

SPRINGBIG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) (UNAUDITED)

Three Months Ended June 30, 2023


	Common Stock			Additional Paid-in-		Accumulated
	Shares	Amount		Capital		Deficit		Total

Balance at March 31, 2023	26,940,841	$	3	$	22,976	$	(28,594)	$	(5,615)
Stock-based compensation	—	—		205		—		205
Exercise of stock options	446,103	—		161		—		161
Issue of common stock^	9,900,000	1		2,383		—		2,384
Issue of common stock*	4,115,903	—		1,250		—		1,250
Net loss	—	—		—		(2,028)		(2,028)
Balance at June 30, 2023	41,402,847	$	4	$	26,975	$	(30,622)	$	(3,643)

^Equity raise
*Conversion of Senior Secured Convertible Notes in exchange for common shares

Six Months Ended June 30, 2023


	Common Stock			Additional Paid-in-		Accumulated
	Shares	Amount		Capital		Deficit		Total

Balance at December 31, 2022	26,659,711	$	3	$	22,701	$	(26,332)	$	(3,628)
Stock-based compensation	—	—		367		—		367
Exercise of stock options	727,233	—		274		—		274

Issue of common stock^	9,900,000	1		2,383		—		2,384
Issue of common stock*	4,115,903	—		1,250		—		1,250
Net loss	—	—		—		(4,290)		(4,290)
Balance at June 30, 2023	41,402,847	$	4	$	26,975	$	(30,622)	$	(3,643)

^Equity raise
*Conversion of Senior Secured Convertible Notes in exchange for common shares

The accompanying notes are an integral part of these financial statements

SPRINGBIG HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT) (UNAUDITED)

Three Months Ended June 30, 2022


	Common Stock			Additional Paid-in- Capital		Accumulated Deficit		Total
	Shares	Amount		Amount		Amount		Amount

Balance at March 31, 2022	17,862,108	$	2	$	17,869	$	(16,091)	1,780
Stock-based compensation	—	—		1,045		—		1,045
Exercise of stock options	334,418	—		76		—		76
Recapitalization	7,093,744	1		2,835		—		2,836
Net loss	—	—		—		(2,610)		(2,610)
Balance at June 30, 2022	25,290,270	$	3	$	21,825	$	(18,701)	$	3,127

Six Months Ended June 30, 2022


	Common Stock			Additional Paid-in- Capital		Accumulated Deficit		Total
	Shares	Amount		Amount		Amount		Amount

Balance at December 31, 2021	17,862,108	$	2	$	17,682	$	(13,225)	$	4,459
Stock-based compensation	—	—		1,226		—		1,226
Exercise of stock options	334,418	—		82		—		82
Recapitalization	7,093,744	1		2,835		—		2,836
Net loss	—	—		—		$	(5,476)	(5,476)
Balance at June 30, 2022	25,290,270	$

SEC Form 10-Q filed by SpringBig Holdings Inc.