Exhibit 99.1 Springbig, AI MarTech Leader, Reports Q2 2025 Results with Positive EBITDA, Cash Flow Growth and Strategic Cost Cuts Boca Raton, Fla. – August 14, 2025 -- SpringBig Holdings, Inc. OTCQB: SBIG ("Springbig" or the "Company"), a leading provider of AI powered MarTech solutions for regulated industries, today announced its financial results for the second quarter ended June 30, 2025. "Springbig's new leadership team is executing with urgency and discipline, and the results are already showing," sai ...

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, 2025 OR ☐ 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 ...

[Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) SpringBig reported a net loss of $0.75 million for Q1 2025, a reversal from prior year, with revenues down 14% [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, the company reported a total stockholders' deficit of $10.36 million and a working capital deficit of $2.0 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,087 | $1,179 | | Total current assets | $4,036 | $3,864 | | Total assets | $6,875 | $6,825 | | Total current liabilities | $6,057 | $5,670 | | Total liabilities | $17,234 | $16,596 | | Total stockholders' deficit | $(10,359) | $(9,771) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net revenues decreased 14% to $5.52 million for Q1 2025, resulting in a net loss of $0.75 million Q1 2025 vs. Q1 2024 Statement of Operations (in thousands) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net revenues | $5,516 | $6,396 | | Gross profit | $4,310 | $4,680 | | Loss from operations | $(427) | $(282) | | Net (loss) income | $(751) | $417 | | Basic EPS | $(0.02) | $0.01 | | Diluted EPS | $(0.02) | $0.01 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to $86,000 in Q1 2025, with overall cash decreasing by $92,000 Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(86) | $(1,878) | | Net cash used in investing activities | $(6) | $(59) | | Net cash provided by financing activities | $0 | $3,274 | | Net (decrease) increase in cash | $(92) | $1,337 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's single segment, liquidity, a $1.6 million PPP loan investigation, and the VICE CRM acquisition - The company has a history of losses, resulting in an accumulated deficit of **$39.2 million** as of March 31, 2025, though management projects sufficient liquidity for the next twelve months[30](index=30&type=chunk)[32](index=32&type=chunk) - The company is under a civil investigative demand from the U.S. Attorney's Office regarding its eligibility for a **$790,000 PPP loan** received in 2020, creating a potential contingent loss of up to **$1.6 million**[90](index=90&type=chunk) - On March 17, 2025, the company announced its intent to acquire VICE CRM, an AI-enabled marketing platform, and appointed VICE CRM's founder, Jaret Christopher, as SpringBig's new CEO effective April 1, 2025[114](index=114&type=chunk) - In January 2024, the company issued **$6.4 million** in Secured Convertible Notes and **$1.6 million** in Secured Term Notes, with terms amended in November 2024[58](index=58&type=chunk)[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 14% revenue decline to market conditions, noting improved gross margin despite lower client numbers Key Operating and Financial Metrics | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenue (in thousands) | $5,516 | $6,396 | | Adjusted EBITDA (in thousands) | $326 | $150 | | Number of retail clients | 900 | 1,207 | | Net revenue retention | 86% | 89% | - Revenue decreased by **$0.9 million** (14%) year-over-year, with subscription revenue down 11% and excess use revenue down 40%, reflecting client budget-consciousness in the cannabis sector[146](index=146&type=chunk) - General and administrative expenses increased **36%** year-over-year, primarily due to a **$0.5 million** expense related to the separation agreement with the former CEO[151](index=151&type=chunk) - The company's debt financing contains restrictive covenants that limit its ability to incur additional debt, pay dividends, sell assets, or issue additional equity, potentially constraining future capital-raising efforts[165](index=165&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company believes market risks from interest rates, inflation, and foreign currency exchange rates have not materially affected its business - The company does not believe that inflation has had a material effect on its business, financial condition, or results of operations[188](index=188&type=chunk) - Exchange rate risk from Canadian operations is considered immaterial as Canadian income and expenses are matched in the local currency[189](index=189&type=chunk) [Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2025 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025[191](index=191&type=chunk) - No changes to internal control over financial reporting occurred in Q1 2025 that materially affected, or are reasonably likely to materially affect, the company's internal controls[192](index=192&type=chunk) [Part II – Other Information](index=39&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a civil investigative demand regarding its PPP Loan eligibility, as detailed in Note 15 - The company is involved in a legal matter concerning a civil investigative demand regarding its Paycheck Protection Program (PPP) Loan. See Note 15 for details[194](index=194&type=chunk)[90](index=90&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the Annual Report on Form 10-K for the year ended December 31, 2024 - The company directs investors to the Risk Factors section of its Annual Report on Form 10-K for the year ended December 31, 2024, indicating no new material risks are being reported in this 10-Q[195](index=195&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[196](index=196&type=chunk)

Core Insights - Springbig has announced the addition of three seasoned executives to its leadership team, reflecting the company's commitment to growth, innovation, and operational excellence as it scales its SaaS platform across North America [1][6]. Leadership Changes - Jaret Christopher has been appointed as the new CEO & President, bringing over 25 years of experience in building high-growth vertical SaaS companies and a proven track record in scaling software businesses [2]. - James Cabral joins as Chief Operating Officer, with extensive experience in leading go-to-market teams and a successful background in both startups and large public companies [3]. - Jason Moos has been appointed as Chief Financial Officer, succeeding Paul Sykes, and has over 20 years of financial and operational leadership experience, including significant achievements in M&A and revenue growth [4]. - David Schachter has been appointed Vice President of Business Development, enhancing Springbig's customer acquisition and partnership strategy with over a decade of experience in CRM and SaaS [5]. Strategic Vision - The new leadership team is expected to accelerate product innovation, scale operations, and deepen relationships with clients and partners in the MarTech ecosystem [6].

Financial Performance - Revenue for the year ended December 31, 2024, was $24.649 million, a decrease from $28.050 million in 2023, representing a decline of approximately 5%[244] - The net loss for 2024 was $1.876 million, significantly improved from a net loss of $10.233 million in 2023[244] - Adjusted EBITDA for 2024 was $1.368 million, compared to a loss of $3.628 million in 2023, indicating a positive turnaround[244] - Revenue decreased by $3.4 million, or 12%, to $24.6 million for the year ended December 31, 2024, compared to $28.1 million in 2023[270] - Total net revenues for the year ended December 31, 2024, were $24,649,000, a decrease of 12.5% compared to $28,050,000 in 2023[337] - Gross profit for 2024 was $17,994,000, down from $21,564,000 in 2023, reflecting a decline of 16.5%[337] - The net loss for 2024 was $1,876,000, significantly improved from a net loss of $10,233,000 in 2023, representing an 81.7% reduction[337] Client Metrics - The number of retail clients decreased to 915 in 2024 from 1,298 in 2023, reflecting a reduction of approximately 29%[244] - Net revenue retention rate fell to 88% in 2024 from 97% in 2023, indicating challenges in maintaining existing client revenue[244] - The number of messages sent by clients increased to 595 million in 2024, up from 578 million in 2023, showing growth in engagement[244] - Clients utilizing the platform accounted for over $7.5 billion in gross merchandise value in the last year[243] Operating Expenses - Total operating expenses decreased by $11.3 million, or 38%, for the year ended December 31, 2024, compared to 2023[273] - Selling, servicing, and marketing expenses decreased by $3.6 million, or 43%, due to lower compensation expenses from reduced headcount[274] - Technology and software development expenses decreased by $2.1 million, or 26%, attributed to lower expenses for offshore contract developers[275] - General and administrative expenses decreased by $5.6 million, or 41%, largely due to reductions in various operational costs[276] Cash Flow and Financing - Cash used in operating activities was $953,000 for 2024, an improvement from $3.976 million in 2023[291] - The company raised $6.4 million through the issuance of 8% Convertible Notes and $1.6 million through 12% Term Notes in January 2024[286] - The net cash provided by financing activities for the year ended December 31, 2024, was $1.9 million, which included $7.2 million from the issuance of Secured Convertible Notes[296] - The net cash provided by financing activities for the year ended December 31, 2023, was $1.1 million, primarily from the issuance of common stock and exercise of employee stock options[297] Assets and Liabilities - Total assets rose to $6,825,000 in 2024, up from $5,105,000 in 2023, indicating an increase of 33.6%[335] - Total liabilities increased to $16,596,000 in 2024 from $13,779,000 in 2023, reflecting a rise of 20.5%[335] - As of December 31, 2024, the Company had a working capital deficit of approximately $1.8 million, including $1.2 million in cash and cash equivalents[351] Shareholder Information - The company issued 1,008,589 common shares during 2024, increasing the total shares outstanding to 46,348,351[339] - The total number of shares authorized for issuance under the 2022 Incentive Plan was 5,125,149 as of December 31, 2024[437] - No options were exercised during the year ended December 31, 2024, with the intrinsic value of options outstanding and exercisable at $0[439] Regulatory and Market Environment - The company plans to explore new expansion opportunities as more jurisdictions legalize cannabis for medical or recreational use[259] - Competition is expected to intensify as the regulatory environment for cannabis stabilizes, potentially attracting new market participants[260] Tax and Accounting - The company has evaluated its tax positions and concluded that there are no uncertain tax positions requiring recognition of a liability as of December 31, 2024, and 2023[304] - The Company’s revenue recognition follows ASC 606, recognizing revenue upon transfer of control of promised services to customers[374] - The Company’s contracts with customers have fixed transaction prices, with a variable component based on the volume of messages[379] Impairments and Losses - The Company recognized an impairment loss on capitalized software costs of approximately $116,000 due to an unsuccessful application implementation in the year ended December 31, 2023[371] - The Company recorded a loss on extinguishment of $0.6 million related to the 2024 Secured Convertible Notes[301] - The Company recorded a loss of $272,000 on the Convertible Note Receivable for the year ended December 31, 2023[403] Other Financial Metrics - Cash and cash equivalents increased to $1,179,000 as of December 31, 2024, compared to $331,000 at the end of 2023, marking a growth of 256.1%[341] - The allowance for credit losses was reduced from $1.60 million in 2023 to $426,000 in 2024, with credit loss expense recorded at $700,000 for 2024[399] - Accounts receivable decreased from $3.69 million in 2023 to $1.95 million in 2024, with total receivables dropping from $4.54 million to $2.64 million[397]

[Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The unaudited condensed consolidated financial statements for the period ended September 30, 2024, reflect decreased revenue but a significantly narrowed net loss, driven by reduced operating expenses, alongside an increase in total assets and liabilities [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets were **$7.48 million**, an increase from **$5.11 million** at year-end 2023, mainly due to a higher operating lease asset, while total liabilities increased to **$16.33 million** from **$13.78 million**, driven by new debt and lease obligations, and the stockholders' deficit widened slightly to **$8.84 million** from **$8.67 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 (unaudited) | Dec 31, 2023 (audited) | | :--- | :--- | :--- | | **Total Current Assets** | $4,424 | $4,445 | | **Total Assets** | **$7,482** | **$5,105** | | **Total Current Liabilities** | $13,700 | $13,551 | | **Total Liabilities** | **$16,325** | **$13,779** | | **Total Stockholders' Deficit** | **($8,843)** | **($8,674)** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the third quarter of 2024, revenue decreased to **$6.4 million** from **$6.9 million** year-over-year, but the net loss significantly narrowed to **$0.55 million** from **$2.74 million** due to a **44%** reduction in operating expenses, while for the nine-month period, revenue fell to **$19.5 million** from **$21.3 million**, and the net loss improved dramatically to **$0.78 million** from **$7.03 million**, aided by a **$1.57 million** gain on note repurchase Statement of Operations Summary (in thousands) | Metric | Q3 2024 | Q3 2023 | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $6,425 | $6,888 | $19,511 | $21,259 | | **Gross Profit** | $4,435 | $5,284 | $13,812 | $16,794 | | **Loss from Operations** | ($45) | ($2,692) | ($384) | ($6,193) | | **Net Loss** | **($554)** | **($2,742)** | **($784)** | **($7,032)** | | **Net Loss per Share** | ($0.01) | ($0.07) | ($0.02) | ($0.21) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operating activities was **$1.3 million**, a significant improvement from **$3.5 million** used in the prior-year period, with net cash from financing activities at **$1.9 million**, driven by proceeds from new debt issuance (**$8.0 million** gross) used to repurchase old debt (**$2.9 million**) and repay advances, leading to an overall increase in cash and cash equivalents by **$516,000** to end the period at **$847,000** Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,334) | ($3,468) | | Net cash used in investing activities | ($64) | ($259) | | Net cash provided by financing activities | $1,914 | $474 | | **Net increase/(decrease) in cash** | **$516** | **($3,253)** | | **Cash at end of period** | **$847** | **$293** | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail going concern uncertainties due to accumulated losses, management's mitigation plans including recent debt restructuring, and significant events such as debt financing, note repurchase gains, and customer/vendor concentration - The company has incurred historical losses resulting in an accumulated deficit of approximately **$37.3 million** and a working capital deficit of **$9.3 million** as of September 30, 2024, raising going concern considerations[36](index=36&type=chunk) - In January 2024, the company repurchased a senior secured note and associated warrants for **$2.9 million**, recognizing a **$1.6 million** gain on the transaction[77](index=77&type=chunk) - Subsequent to the quarter end, on November 11, 2024, the company amended its debt agreements, extending the maturity to January 2027 and increasing interest rates on its 12% Secured Term Notes and 8% Secured Convertible Notes to **17%** and **13%**, respectively[115](index=115&type=chunk)[116](index=116&type=chunk)[69](index=69&type=chunk) - For the nine months ended September 30, 2024, one customer represented **14%** of total revenues, and one vendor represented **86%** of cost of goods sold[50](index=50&type=chunk)[51](index=51&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a Q3 2024 revenue decline due to market conditions and client issues, offset by significant operating expense reductions leading to positive Adjusted EBITDA, and highlights recent debt financing and amendments to secure liquidity [Key Operating and Financial Metrics](index=29&type=section&id=Key%20Operating%20and%20Financial%20Metrics) The company's key metrics show a mixed performance, with revenue and retail clients declining year-over-year, but significant profitability improvement as Adjusted EBITDA turned positive for both the third quarter and the first nine months of 2024, despite a decrease in net revenue retention Key Metrics Comparison | Metric | Q3 2024 | Q3 2023 | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,425K | $6,888K | $19,511K | $21,259K | | Net loss | ($554K) | ($2,742K) | ($784K) | ($7,032K) | | Adjusted EBITDA | $409K | ($882K) | $889K | ($3,370K) | | Number of retail clients | 1,022 | 1,356 | 1,022 | 1,356 | | Net revenue retention | 88% | 93% | 88% | 93% | - Net revenue retention rate, which tracks recurring subscription revenue from existing clients, decreased to **88%** for the twelve months ended September 30, 2024, from **93%** in the prior year[130](index=130&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) For Q3 2024, revenues fell **7%** year-over-year to **$6.4 million**, and gross profit decreased **16%** to **$4.4 million**, but total operating expenses were slashed by **44%** to **$4.5 million**, resulting in a near break-even loss from operations of **$45,000**, a significant improvement from a **$2.7 million** loss in Q3 2023, with similar trends observed for the nine-month period Comparison of Three Months Ended September 30 (in thousands) | Item | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,425 | $6,888 | ($463) | (7)% | | Gross Profit | $4,435 | $5,284 | ($849) | (16)% | | Total Operating Expenses | $4,480 | $7,976 | ($3,496) | (44)% | | Loss from Operations | ($45) | ($2,692) | $2,647 | 80% | - The decline in Q3 2024 revenue was impacted by the company ceasing to provide platform access to delinquent clients and a **27%** YoY decline in excess use revenue[150](index=150&type=chunk) - For the nine months ended Sep 30, 2024, a gain on note repurchase of **$1.57 million** significantly contributed to reducing the net loss[161](index=161&type=chunk)[169](index=169&type=chunk) [Liquidity & Capital Resources](index=38&type=section&id=Liquidity%20%26%20Capital%20Resources) The company managed its liquidity through a combination of debt financing and operational cost-cutting, raising **$8.0 million** in new debt in January 2024 and subsequently amending its debt terms in November 2024 to extend maturity to 2027, which management believes secures liquidity for at least the next twelve months, despite a working capital deficit of **$9.3 million** as of September 30, 2024 - In January 2024, the company raised **$6.4 million** through 8% Convertible Notes and **$1.6 million** through 12% Term Notes, with net proceeds of **$7.2 million** after expenses[176](index=176&type=chunk) - On November 11, 2024, the company amended its debt, extending the maturity to January 23, 2027, increasing interest rates, and adjusting the minimum cash balance covenant to apply only at month-end starting February 2025[178](index=178&type=chunk)[179](index=179&type=chunk) Working Capital Summary (in thousands) | Item | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $847 | $331 | | Working capital | ($9,276) | ($9,106) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states its exposure to market risks, including interest rate fluctuations, inflation, and foreign exchange rates, is not material, with interest rate risk minimal due to the short-term nature of cash equivalents, no significant impact from inflation, and foreign exchange risk mitigated by matching local currency revenues and expenses in Canadian operations - The company does not believe that inflation has had a material effect on its business, financial condition, or results of operations[205](index=205&type=chunk) - Foreign exchange rate risk from Canadian operations is considered immaterial as Canadian income and expenses are matched in the local currency[206](index=206&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2024, the company's CEO and CFO concluded that its disclosure controls and procedures were not effective, based on previously identified material weaknesses in internal control over financial reporting, with no material changes to internal controls reported during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024[208](index=208&type=chunk) - No changes in internal control over financial reporting occurred during the nine months ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, the company's internal control[209](index=209&type=chunk) [Part II – Other Information](index=44&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is periodically involved in litigation incidental to its business, and management believes that the outcomes of current legal matters will not have a significant adverse effect on the company's financial condition or results of operations - The company is involved in litigation from time to time but management believes the outcome will not have a significant adverse effect on its financial position, results of operations or cash flows[95](index=95&type=chunk)[211](index=211&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section directs investors to the more detailed discussion of risk factors in the company's Annual Report on Form 10-K for the year ended December 31, 2023, for a comprehensive understanding of the risks associated with the business - The company refers to the 'Risk Factors' section in its Annual Report on Form 10-K for the year ended December 31, 2023, for a detailed description of business risks[212](index=212&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reports a significant subsequent event: on November 11, 2024, it amended the terms of its 12% Secured Term Notes and 8% Secured Convertible Notes, including extending the maturity date to January 23, 2027, increasing the interest rates, and modifying the minimum cash balance covenant - On November 11, 2024, the company amended its secured debt agreements, extending the maturity date to January 23, 2027, and increasing interest rates[215](index=215&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including amendments to the Senior Secured Term and Convertible Promissory Notes, certifications by the CEO and CFO as required by the Sarbanes-Oxley Act, and the interactive data files (XBRL) - The report includes as exhibits the First Amendments to the Senior Secured Term and Convertible Promissory Notes, along with CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act[217](index=217&type=chunk)

[Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) [Third Quarter 2024 Financial Highlights](index=1&type=section&id=Third%20Quarter%202024%20Financial%20Highlights) In Q3 2024, Springbig reported $6.4 million revenue, achieved positive Adjusted EBITDA of $0.4 million, and significantly narrowed its net loss to $(0.6) million, driven by a 44% reduction in operating expenses Q3 2024 Financial Performance vs. Q3 2023 (in millions, except per share data) | Metric | Q3 2024 | Q3 2023 | | :--- | :--- | :--- | | Revenue | $6.4 | $6.9 | | Subscription Revenue | $5.2 | $5.4 | | Gross Profit | $4.4 | $5.3 | | Operating Expenses | $4.5 | $8.0 | | Net Loss | $(0.6) | $(2.7) | | Adjusted EBITDA* | $0.4 | $(0.9) | | Basic Net Loss Per Share | $(0.01) | $(0.07) | - Operating expenses were reduced by **44% year-on-year** to **$4.5 million**, which also represents a **6% sequential reduction** from the second quarter[6](index=6&type=chunk) [Nine Month 2024 Financial Highlights](index=1&type=section&id=Nine%20Month%202024%20Financial%20Highlights) For the first nine months of 2024, revenue was $19.5 million, with a significant profitability turnaround to positive Adjusted EBITDA of $0.9 million, a $4.3 million improvement driven by a 38% reduction in operating expenses - The company achieved **positive Adjusted EBITDA** for the third consecutive quarter, reaching **$0.9 million year-to-date**, a **$4.3 million improvement year-on-year**[5](index=5&type=chunk)[2](index=2&type=chunk) Nine Months 2024 Financial Performance vs. 2023 (in millions) | Metric | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | | Revenue | $19.5 | $21.3 | | Subscription Revenue | $16.1 | $16.6 | | Gross Profit | $13.8 | $16.8 | | Operating Expenses | $14.2 | $23.0 | | Net Loss | $(0.8) | $(7.0) | | Adjusted EBITDA* | $0.9 | $(3.4) | - Year-to-date operating expenses were reduced by **38%** or **$8.8 million year-on-year**[5](index=5&type=chunk)[10](index=10&type=chunk) [Debt Restructuring](index=1&type=section&id=Debt%20Restructuring) [Amendment to Debt Obligations](index=2&type=section&id=Amendment%20to%20Debt%20Obligations) Springbig extended the maturity of its **$6.4 million** Convertible Notes and **$1.6 million** Term Loan to January 2027, with amended interest rates of **13%** and **17%** respectively, including a rate reduction mechanism tied to Adjusted EBITDA targets, and anticipates strong free cash flow in 2025 - The maturity of the **$6.4 million** Secured Convertible Notes and **$1.6 million** Secured Term Loan has been extended by twelve months to **January 2027**[8](index=8&type=chunk)[5](index=5&type=chunk) - The interest rates were amended to **13%** for the Convertible Notes and **17%** for the Term Loan[8](index=8&type=chunk) - A rate reduction mechanism is in place: for each quarter the company reports an Adjusted EBITDA of at least **$0.9 million**, the interest rate on both debts will be reduced by **0.75%**, up to a maximum of **3.0%**[8](index=8&type=chunk) - The company is now in compliance with all terms of its debt obligations and anticipates generating **strong free cash flow in 2025**[9](index=9&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) [Fourth Quarter 2024 Guidance](index=2&type=section&id=Fourth%20Quarter%202024%20Guidance) For the fourth quarter of 2024, Springbig projects revenue to be between $6.5 million and $6.8 million and expects to continue its trend of profitability with an Adjusted EBITDA in the range of $0.8 million to $1.0 million Q4 2024 Outlook | Metric | Expected Range (in millions) | | :--- | :--- | | Revenue | $6.5 - $6.8 | | Adjusted EBITDA* | $0.8 - $1.0 | [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, the company reported total assets of **$7.5 million**, total liabilities of **$16.3 million**, and a total stockholders' deficit of **$(8.8) million**, with cash increasing to **$0.85 million** and current liabilities at **$13.7 million** Balance Sheet Summary (in thousands) | Account | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $847 | $331 | | Total current assets | $4,424 | $4,445 | | Total assets | $7,482 | $5,105 | | Total current liabilities | $13,700 | $13,551 | | Total liabilities | $16,325 | $13,779 | | Total stockholders' deficit | $(8,843) | $(8,674) | [Condensed Consolidated Statement of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) The company's net loss significantly narrowed to **$(0.6) million** for Q3 2024 and **$(0.8) million** for the nine-month period, a substantial improvement from prior years driven by reduced operating expenses and a **$1.6 million** gain on note repurchase Statement of Operations Summary (in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $6,425 | $6,888 | $19,511 | $21,259 | | Gross Profit | $4,435 | $5,284 | $13,812 | $16,794 | | Total operating expenses | $4,480 | $7,976 | $14,196 | $22,987 | | Loss from operations | $(45) | $(2,692) | $(384) | $(6,193) | | Net loss | $(554) | $(2,742) | $(784) | $(7,032) | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operating activities improved to **$(1.3) million**, with **$1.9 million** provided by financing activities, resulting in a net cash increase of **$0.5 million** and an ending cash balance of **$0.85 million** Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,334) | $(3,468) | | Net cash used in investing activities | $(64) | $(259) | | Net cash provided by financing activities | $1,914 | $474 | | Net increase/(decrease) in cash | $516 | $(3,253) | | Cash and cash equivalents, end of period | $847 | $293 | [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) [Explanation of Non-GAAP Measures](index=4&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses non-GAAP measures like EBITDA and Adjusted EBITDA to supplement GAAP results, believing they are key for evaluating operating performance, planning, and strategic decisions, providing useful and comparable investor information - The company discloses **EBITDA** and **Adjusted EBITDA**, which are **non-GAAP measures**, to provide investors with additional information regarding financial results[14](index=14&type=chunk) - Management uses these metrics to **evaluate operating performance**, **generate future operating plans**, and **make strategic decisions**, believing they provide **improved comparability** between fiscal periods[15](index=15&type=chunk) [Reconciliation of Net Loss to Non-GAAP EBITDA and Adjusted EBITDA](index=9&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Non-GAAP%20EBITDA%20and%20Adjusted%20EBITDA) For Q3 2024, a net loss of **$(0.6) million** was reconciled to an Adjusted EBITDA of **$0.4 million**, and for the nine-month period, a net loss of **$(0.8) million** was reconciled to an Adjusted EBITDA of **$0.9 million**, with key adjustments including interest expense, stock-based compensation, and gains on debt repurchase Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(554) | $(2,742) | $(784) | $(7,032) | | EBITDA | $38 | $(2,277) | $1,322 | $(5,736) | | Adjusted EBITDA | $409 | $(882) | $889 | $(3,370) |

[Cover Page](index=1&type=section&id=Cover%20Page) This section presents the filing details for the Quarterly Report on Form 10-Q, including shares outstanding and company classification - This is a Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed by SpringBig Holdings, Inc[1](index=1&type=chunk) - As of August 12, 2024, the company had **46,315,018 shares of common stock** issued and outstanding[1](index=1&type=chunk) - The company is classified as a **Non-accelerated filer**, a **Smaller reporting company**, and an **Emerging growth company**[1](index=1&type=chunk) [Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This part presents the company's unaudited financial statements, management's analysis of financial condition and operations, market risk disclosures, and controls and procedures [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements show continued net losses, a significant working capital deficit, and substantial doubt about the company's going concern ability due to debt covenant default [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, the company reported total assets of $7.9 million and total liabilities of $16.4 million, resulting in an $8.5 million stockholders' deficit Condensed Consolidated Balance Sheet Data (in thousands) | Balance Sheet Item | June 30, 2024 (unaudited) | December 31, 2023 (audited) | | :--- | :--- | :--- | | Cash and cash equivalents | $724 | $331 | | Total current assets | $4,724 | $4,445 | | Total assets | $7,947 | $5,105 | | Total current liabilities | $13,636 | $13,551 | | Total liabilities | $16,419 | $13,779 | | Total stockholders' deficit | $(8,472) | $(8,674) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2024, revenues decreased to $6.6 million, but net loss significantly narrowed to $0.6 million, largely due to a gain on note repurchase for the six-month period Statement of Operations Highlights (in thousands, except per share data) | Metric | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $6,612 | $7,214 | $13,086 | $14,371 | | Gross Profit | $4,697 | $5,703 | $9,377 | $11,510 | | Loss from operations | $(57) | $(1,773) | $(339) | $(3,501) | | Net loss | $(647) | $(2,028) | $(230) | $(4,290) | | Net loss per share (basic and diluted) | $(0.01) | $(0.06) | $(0.01) | $(0.15) | [Condensed Consolidated Statements of Changes in Stockholder's Deficit](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholder's%20Deficit) For the six months ended June 30, 2024, the total stockholders' deficit slightly improved due to stock-based compensation and common stock issuance, partially offsetting the net loss - The total stockholders' deficit improved from **$(8,674) thousand** at the end of 2023 to **$(8,472) thousand** at June 30, 2024[14](index=14&type=chunk)[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, net cash used in operating activities was $1.9 million, offset by $2.4 million from financing activities, resulting in a net cash increase of $0.4 million Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,919) | $(2,563) | | Net cash used in investing activities | $(63) | $(90) | | Net cash provided by (used in) financing activities | $2,375 | $(167) | | Net increase/(decrease) in cash | $393 | $(2,820) | | Cash and cash equivalents, end of period | $724 | $726 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, accounting policies, and financial items, including a going concern warning due to a working capital deficit and debt covenant default - The company has incurred historical losses, resulting in an accumulated deficit of approximately **$36.8 million** and a working capital deficit of **$8.9 million** as of June 30, 2024[34](index=34&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern, as its cash balance fell below the **$1 million** minimum required by its debt agreements, placing it in default, which gives note holders the right to demand immediate repayment[36](index=36&type=chunk)[37](index=37&type=chunk) - In January 2024, the company issued **$6.4 million** of 8% Secured Convertible Notes and **$1.6 million** of 12% Secured Term Notes, using part of the proceeds to repurchase a previous note for **$2.9 million**, resulting in a **$1.6 million** gain[64](index=64&type=chunk)[75](index=75&type=chunk) - For the six months ended June 30, 2024, **97% of total revenue** was generated in the United States, with retail revenue accounting for **$12.9 million** of the **$13.1 million** total[81](index=81&type=chunk)[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a revenue decline and significant expense reductions, while highlighting a critical liquidity crisis with a working capital deficiency and debt covenant default, raising substantial doubt about the company's going concern ability [Business Overview](index=27&type=section&id=Business%20Overview) SpringBig provides a software platform for customer loyalty and marketing automation, primarily serving cannabis retailers and brands in North America - The company is a software platform providing customer loyalty and marketing automation solutions, with a focus on the cannabis industry[116](index=116&type=chunk) - SpringBig serves approximately **1,100 retail and brand clients** across more than **2,500 retail locations** in North America[117](index=117&type=chunk) [Key Operating and Financial Metrics](index=27&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics show declining revenue and retail clients, but improved net loss and Adjusted EBITDA due to cost-cutting, with net revenue retention falling to 86% Key Metrics Comparison (Q2 2024 vs Q2 2023) | Metric | Q2 2024 | Q2 2023 | | :--- | :--- | :--- | | Revenue (in thousands) | $6,612 | $7,214 | | Net loss (in thousands) | $(647) | $(2,028) | | Adjusted EBITDA (in thousands) | $330 | $(1,138) | | Number of retail clients | 1,113 | 1,439 | | Net revenue retention | 86% | 100% | | Number of messages (million) | 158 | 145 | - Net revenue retention is calculated based on recurring monthly subscription revenue from retail clients over a trailing twelve-month period and excludes excess use revenue[125](index=125&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) For Q2 2024, revenues decreased 8% year-over-year, but total operating expenses were significantly cut by 36%, leading to a substantially smaller loss from operations Comparison of Operations (Three Months Ended June 30, in thousands) | (in thousands) | 2024 | 2023 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,612 | $7,214 | $(602) | (8)% | | Gross Profit | $4,697 | $5,703 | $(1,006) | (18)% | | Total operating expenses | $4,754 | $7,476 | $(2,722) | (36)% | | Loss from operations | $(57) | $(1,773) | $1,716 | 97% | - The revenue decrease was impacted by the company ceasing to provide platform access to delinquent clients and a **37% year-over-year decline** in excess use revenue due to budget-conscious clients[145](index=145&type=chunk) - Operating expense reductions were achieved through lower employee headcount, reduced use of offshore developers, and lower G&A costs after delisting from Nasdaq to the OTCQX market[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity & Capital Resources](index=35&type=section&id=Liquidity%20%26%20Capital%20Resources) The company faces significant liquidity challenges with an $8.9 million working capital deficiency and a debt covenant default, raising substantial doubt about its ability to continue as a going concern - The company has a working capital deficiency of **$8.9 million** as of June 30, 2024[173](index=173&type=chunk)[208](index=208&type=chunk) - In January 2024, the company raised **$6.4 million** from 8% Convertible Notes and **$1.6 million** from 12% Term Notes[169](index=169&type=chunk) - The company is in default on its 12% Secured Term Notes and 8% Secured Convertible Notes because its cash balance is below the required **$1 million** minimum, giving note holders the right to demand immediate repayment[174](index=174&type=chunk) - Management concluded there is substantial doubt about the company's ability to continue as a going concern for the next 12 months[176](index=176&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company states that its exposure to market risks, including interest rate fluctuations, inflation, and foreign exchange rate changes, is not material - The company does not believe that inflation has had a material effect on its business[200](index=200&type=chunk) - Exchange rate risk from Canadian operations is considered immaterial as Canadian income and expenses are matched in the local currency[201](index=201&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2024, the company's disclosure controls and procedures were deemed ineffective due to previously identified material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2024[203](index=203&type=chunk) - The ineffectiveness is due to material weaknesses in internal control over financial reporting previously identified in the 2023 Form 10-K[203](index=203&type=chunk) [Part II – Other Information](index=41&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) This part covers legal proceedings, risk factors, unregistered sales of equity securities, defaults on senior securities, other information, and exhibits [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in incidental litigation, but management believes current legal proceedings will not materially affect its financial position or operations - The company states that it is not involved in any legal proceedings that are expected to have a significant adverse effect on its financials[93](index=93&type=chunk)[206](index=206&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) The primary risk factor is the company's significant working capital deficiency and history of losses, leading to substantial doubt about its ability to continue as a going concern - The company has a significant working capital deficiency (**$8.9 million** as of June 30, 2024) and a history of losses[208](index=208&type=chunk) - There is substantial doubt as to the company's ability to continue as a going concern[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[210](index=210&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company is in default of its 12% Secured Term Notes and 8% Secured Convertible Notes due to its cash balance falling below the required $1 million minimum - The company is in default upon its senior securities, specifically the **12% Secured Term Notes** and **8% Secured Convertible Notes**[211](index=211&type=chunk) [Other Information](index=41&type=section&id=Item%205.%20Other%20Information) During the six months ended June 30, 2024, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the period[212](index=212&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the CEO and CFO certifications and XBRL interactive data files - Exhibits filed include Sarbanes-Oxley Act certifications from the CEO and CFO, and XBRL data files[214](index=214&type=chunk) [Signatures](index=43&type=section&id=Signatures) This section contains the official signatures for the Quarterly Report on Form 10-Q - The report was signed on August 13, 2024, by Jeffrey Harris, Chief Executive Officer, and Paul Sykes, Chief Financial Officer[219](index=219&type=chunk)

Part I [Part I – Financial Information](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) This section presents the unaudited financial statements and related notes for SpringBig Holdings, Inc. for the first quarter of 2024 [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) SpringBig Holdings, Inc. reported a **$0.417 million** net income in Q1 2024, reversing a prior-year loss, largely due to a **$1.573 million** gain on note repurchase [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$9.1 million** as of March 31, 2024, driven by cash and lease assets, while the stockholders' deficit improved to **$(8.0) million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 (unaudited) | December 31, 2023 (audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,668 | $331 | | Total current assets | $5,722 | $4,445 | | Total assets | $9,078 | $5,105 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $7,084 | $13,551 | | Long-term debt, non-current | $7,198 | $— | | Total liabilities | $17,103 | $13,779 | | Total stockholders' deficit | $(8,025) | $(8,674) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net income reached **$417,000** in Q1 2024, a significant improvement from a **$2.262 million** loss, primarily due to a **$1.573 million** gain on note repurchase and reduced operating expenses Statement of Operations Summary (in thousands) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenues | $6,474 | $7,157 | | Gross Profit | $4,680 | $5,807 | | Loss from operations | $(282) | $(1,728) | | Gain on note repurchase | $1,573 | $— | | **Net income (loss)** | **$417** | **$(2,262)** | | Basic EPS | $0.01 | $(0.08) | | Diluted EPS | $0.01 | $(0.08) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$1.878 million** in Q1 2024, offset by **$3.274 million** from financing, leading to a **$1.337 million** increase in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,878) | $379 | | Net cash used in investing activities | $(59) | $(12) | | Net cash provided by (used in) financing activities | $3,274 | $(1,344) | | **Net increase (decrease) in cash** | **$1,337** | **$(977)** | | Cash and cash equivalents at end of period | $1,668 | $2,569 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Key notes include the company's delisting to OTCQX, management's going concern assessment, **$8.0 million** in new debt issuance, and a **$1.6 million** gain from note repurchase - The company's common stock was delisted from the Nasdaq Capital Market and began trading on the **OTCQX® Best Market** on September 6, 2023[27](index=27&type=chunk)[28](index=28&type=chunk) - Management concluded that liquidity and cash resources are sufficient for the next twelve months, despite a **$1.4 million** working capital deficit as of March 31, 2024[32](index=32&type=chunk)[34](index=34&type=chunk) - In January 2024, the company issued **$6.4 million** of 8% Secured Convertible Notes and **$1.6 million** of 12% Secured Term Notes, convertible at **$0.15 per share**[63](index=63&type=chunk)[64](index=64&type=chunk) - On January 23, 2024, the company repurchased **$4.4 million** of 6% Senior Secured Convertible Notes for **$2.9 million**, recognizing a **$1.6 million** gain[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **10%** revenue decline to **$6.5 million** in Q1 2024, offset by a **34%** reduction in operating expenses and a **$1.6 million** gain, resulting in a **$0.4 million** net income and positive Adjusted EBITDA [Key Operating and Financial Metrics](index=24&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics for Q1 2024 show revenue at **$6.474 million**, a decline in retail clients and net revenue retention, but an increase in messages sent and positive Adjusted EBITDA of **$150,000** Key Metrics Comparison (Q1 2024 vs Q1 2023) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenue (in thousands) | $6,474 | $7,157 | | Net income (loss) (in thousands) | $417 | $(2,262) | | Adjusted EBITDA (in thousands) | $150 | $(1,331) | | Number of retail clients | 1,207 | 1,366 | | Net revenue retention | 89% | 100% | | Number of messages (million) | 637 | 488 | - Adjusted EBITDA is a non-GAAP measure, adjusting net income for interest, taxes, depreciation, amortization, stock-based compensation, bad debt, and other non-recurring items[126](index=126&type=chunk)[130](index=130&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) Q1 2024 revenues decreased by **10%** to **$6.474 million**, but a **34%** reduction in operating expenses and a **$1.6 million** gain on note repurchase led to a net income of **$0.4 million** Year-over-Year Change in Operating Results (in thousands) | Item | Q1 2024 | Q1 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,474 | $7,157 | $(683) | (10)% | | Gross Profit | $4,680 | $5,807 | $(1,127) | (19)% | | Total operating expenses | $4,962 | $7,535 | $(2,573) | (34)% | | Loss from operations | $(282) | $(1,728) | $1,446 | (84)% | | **Income (loss) after taxes** | **$417** | **$(2,262)** | **$2,679** | **nm** | - The revenue decrease was driven by a **4%** decline in subscription revenue and a **28%** decline in excess use revenue due to client budget consciousness[144](index=144&type=chunk) - Operating expenses were reduced across all categories: Selling, servicing and marketing by **38%**, Technology and software development by **28%**, and General and administrative by **36%**[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) [Liquidity & Capital Resources](index=29&type=section&id=Liquidity%20%26%20Capital%20Resources) The company improved liquidity in January 2024 by raising **$8.0 million** in new debt and repurchasing prior notes, reducing its working capital deficit to **$1.4 million** as of March 31, 2024 - In January 2024, the company raised **$6.4 million** from 8% Convertible Notes and **$1.6 million** from 12% Term Notes, yielding **$7.5 million** in net cash proceeds[158](index=158&type=chunk) - A portion of new debt proceeds was used to repurchase **$5.2 million** of 6% Senior Secured Notes for **$2.9 million**[160](index=160&type=chunk) Working Capital Summary (in thousands) | Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,668 | $331 | | Working capital | $(1,362) | $(9,106) | [Quantitative and Qualitative Disclosure About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company identifies market risks from interest rates, inflation, and foreign exchange, but deems their current financial impact immaterial - The company's primary market risks include interest rate fluctuations, inflation, and foreign exchange risk[184](index=184&type=chunk) - Management believes these market risks are currently immaterial to the company's financial condition and results[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2024, disclosure controls and procedures were deemed ineffective due to previously identified material weaknesses, with no material changes during the quarter - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2024[190](index=190&type=chunk) - No material changes to internal controls over financial reporting occurred during Q1 2024[192](index=192&type=chunk) Part II [Part II – Other Information](index=34&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) This section provides additional information on legal proceedings, risk factors, equity sales, and other corporate matters [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in incidental litigation, but management anticipates no significant adverse financial impact from current proceedings - The company is involved in incidental litigation but does not expect a significant adverse effect from current proceedings[91](index=91&type=chunk)[194](index=194&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) For a comprehensive discussion of business risks, the company refers investors to its 2023 Annual Report on Form 10-K - For a comprehensive understanding of business risks, the company refers to its **2023 Form 10-K**[195](index=195&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On February 27, 2024, the company issued **255,102 shares** of common stock for advisory services in an unregistered transaction - Issued **255,102 shares** of common stock for advisory services on February 27, 2024, in an unregistered transaction[196](index=196&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2024 - No directors or officers adopted or terminated **Rule 10b5-1** trading plans in Q1 2024[198](index=198&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 jurisdictio ...