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Direct Digital Holdings, Inc. – ‘8-K’ for 8/16/22

On: Tuesday, 8/16/22, at 9:05pm ET · As of: 8/17/22 · For: 8/16/22 · Accession #: 1104659-22-91909 · File #: 1-41261

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/17/22  Direct Digital Holdings, Inc.     8-K:8       8/16/22   11:235K                                   Toppan Merrill/FA

Current Report — Form 8-K

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‘8-K’ — Current Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): i August 16, 2022

i Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

i Delaware		i 001-41261		i 83-0662116
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i 1177 West Loop South, i Suite 1310 i Houston, i Texas		i 77027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ( i 832) i 402-1051

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Class A common stock, par value $0.001 per share	i DRCT	i The Nasdaq Stock Market LLC
i Warrants to purchase Class A common stock	i DRCTW	i The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company i x

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. i ¨

Item 8.01

Other Events.

As previously disclosed, on May 20, 2022, Direct Digital Holdings, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market, nor was it in compliance with either of the alternative listing standards.

On August 16, 2022, the Company received written notice from the Listing Qualifications Department of Nasdaq notifying the Company that, based on its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, the Company has regained compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), and that Nasdaq considers the matter closed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 16, 2022	Direct Digital Holdings, Inc.
(Date)	(Registrant)

	/s/ *Susan Echard*
	Susan Echard
	Chief Financial Officer and Corporate Secretary

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed as of:	8/17/22
Filed on / For Period end:	8/16/22	424B3
	6/30/22	10-Q
	5/20/22	8-K
		List all Filings

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Filing Submission 0001104659-22-091909 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)