Social Reality Inc. (SRAX)

[IPO$]

THE REVERSE STOCK SPLIT




On July 6, 2016 our board of directors adopted a resolution authorizing, but not requiring, the Reverse Stock Split of our Class A common stock at a specific ratio to be determined by our board of directors in the future within a range up to 1-for-5. On July 26, 2016 our majority stockholders executed the Majority Stockholder Consent approving the Reverse Stock Split. Our board of directors may effect the Reverse Stock Split at any time on or before July 26, 2017. If our board decides to delay the Reverse Stock Split beyond that date, we would be required to re-obtain stockholder approval and mail you another information statement.




Our board’s decision to effect the Reverse Stock Split, if at all, will be based on its determination as to the advisability of the Reverse Stock Split in connection with the considerations described below under the section “Reasons for the Reverse Stock Split.” In the event our board decides to effect the Reverse Stock Split, our board may nonetheless abandon the Reverse Stock Split, without further action by our stockholders, at any time prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split will be effected through the filing of a Certificate of Amendment to our Certificate of Incorporation (the " Amendment ") with the Secretary of State of Delaware. The form of Amendment is provided as Exhibit A to this information statement. The board of directors has the discretion to determine the final ratio of the Reverse Stock Split, and to file the Amendment, at any time prior to July 26, 2017.