UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



(MarkOne)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019



or



|[  ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------



For
the transition period from _______________ to _______________



Commission
file number: 001-37916









SRAX,
INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                               |  | 45-2925231                                                  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (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



Securities
registered under Section 12(b) of the Act:



|Title
    of each class                              |  | Name
    of each exchange on which registered
|---------------------------------------------------- |  | ---------------------------------------------
|Class
    A common stock, par value $0.001 per share |  | Nasdaq
    Capital Market                    



Securities
registered under Section 12(g) of the Act:



None

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]
Yes [X] No



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 [X] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05 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 [X] No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company:



|Large
    accelerated filer | [  ] | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer   | [X]  | Smaller
    reporting company | [X] 
|                            |      | 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 Exchange Act) [  ] Yes [X]
No



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter. $57,710,013 based on the closing price of $4.66 on June
28, 2019



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
14,034,152 shares of Class A common stock are outstanding as of April 24, 2020.






















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December
31, 2019 of SRAX, Inc. as originally filed with the U.S. Securities and Exchange Commission on May 1, 2020 (the “Original
Form 10-K”). SRAX, Inc is filing Amendment No. 1 to amend:



| | Part
    I to include disclosure about SRAX, Inc.’s reliance upon SEC Order dated March 4, 2020 (Release No. 34-88318) under
    Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder,
    as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated
    March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Report due to circumstances
    related to the coronavirus epidemic.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Except
as contained herein, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form
10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read
in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original
Form 10-K.



RELIANCE
ON SECURITIES AND EXCHANGE COMMISSION ORDER



The
Company is filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Report”) pursuant
to the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020 (Release No. 34-88318) under Section
36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, as superseded
by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020
(Release No. 34-88465) (together, the “Order”) to delay the filing of the Report due to circumstances related to the
coronavirus pandemic (“COVID-19”). On March 27, 2020, the Company filed a Current Report on Form 8-K stating that
it is relying on the Order to delay the filing of the Report by up to 45 days. As result of the global outbreak of the COVID-19
virus and out of an abundance of caution, members of the Company’s outside consultants, lawyers, and certain other employees,
including financial reporting staff, began working remotely on or about March 15, 2020. The Company has been following the recommendations
of local government and health authorities to minimize exposure risk for its employees, including the temporary closures of some
of its offices and having employees work remotely. The Company’s operations and business have experienced disruption due
to the unprecedented conditions surrounding the COVID-19 pandemic that has spread throughout the United States and the world.
The Company’s business was impacted by the COVID-19 pandemic as the Company’s headquarters, property management operations
and other services offices located in Los Angeles, California, which were under stay-at-home orders resulting in staffing and
work-from-home challenges which caused disruptions in communications and delayed completion of the audit. These disruptions to
the process of preparing the Company’s financial statements as a result of the COVID-19 virus, are causing the Company’s
Form 10-K for the 2019 fiscal year which was due on March 30, 2020 to be delayed. Consequently, the Company was unable to timely
file the Report without the extension provided for by the Order.













|ITEM
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.
|------------ | --------------------------------------------



|        |  |                                                                                                            |  | Filed/    |  | Incorporated
    by Reference
|------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------- |  | -----------------------------
|Exhibit |  |                                                                                                            |  | Furnished |  |                              
|No.     |  | Description                                                                                                |  | Herewith  |  | Form                         
|        |  |                                                                                                            |  |           |  |                              
|31.1    |  | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  | *         |  |                              
|        |  |                                                                                                            |  |           |  |                              
|32.2    |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     |  | *         |  |                              













SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California, on May
13, 2020.



|                 | SRAX,
    Inc.
|---------------- | --------------
|                 |               
|May
    13, 2020 | By:           
|                 |