Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2021, BIGtoken, Inc. (the "Company") filed a Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock ("Series D Preferred Stock") of the Company (the "Certificate") with the Secretary of State of the State of Florida, effective immediately. The Certificate authorizes the issuance of 242,078 shares of Series D Convertible Preferred Stock, which the Company anticipates will be issued to SRAX, Inc. ("SRAX"), the Company's prior parent corporation, in exchange for all of the 149,562,566,584 shares of Company common stock ("Common Stock") owned by SRAX.

The Series D Convertible Preferred Stock has the following preferences, rights and limitations:

Redemption - Series D Convertible Preferred Stock is not redeemable.

Voting Rights - Holders of Series D Preferred Stock will not have any voting rights, except as required by law or with respect to any action that: (i) amends or repeals the Company's organization documents to create any class or any series of preferred stock if such action would adversely alter or change the rights, privileges or powers of the Series D Preferred Stock; (ii) increase or decrease (other than by conversion) the authorized number of Series D Preferred Stock; or (iii) circumvent a right of the Series D Preferred Stock.

Liquidation - In the event of any liquidation, dissolution or winding-up, holders of Series D Preferred Stock will participate with the Common Stock on an as converted basis.

Conversion - Each share of Series D Preferred Stock will be convertible into 617,828 shares of Common Stock, subject to adjustment for forward and reverse stock splits and dividends. Additionally, the Certificate limits the holder's ability to convert shares of Series D Preferred Stock if such conversion would result in the holder exceeding 4.99% or 9.99% (upon giving 61 days' notice) of the issued and outstanding shares of the Company's Common Stock on the conversion date.

The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, which is filed as Exhibit 3.01(i) to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibits



Exhibit No.                                Description
3.01(i)          Certificate of Designation dated November 30, 2021
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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