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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/15/22 Direct Digital Holdings, Inc. 8-K:1,9 11/09/22 12:330K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-10.1 Material Contract HTML 75K 7: R1 Cover HTML 54K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2230552d1_8k_htm XML 20K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- drct-20221109_def XML 74K 5: EX-101.LAB XBRL Labels -- drct-20221109_lab XML 103K 6: EX-101.PRE XBRL Presentations -- drct-20221109_pre XML 71K 3: EX-101.SCH XBRL Schema -- drct-20221109 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001104659-22-119136-xbrl Zip 37K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 November 9, 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
(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:
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 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).
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 ¨
C:
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 9, 2022, Colossus Media, LLC (“Colossus”), a wholly owned subsidiary of Direct Digital Holdings, Inc., entered into that certain Exclusive License and Sale Agreement (the “License Agreement”), by and between Colossus and SmartyAds, Inc. (“SmartyAds”), pursuant to which SmartyAds provided an exclusive license to Colossus for the use, development and improvement of certain technology related to the fully functional, standalone, independently functioning, Supply-Side Platform currently being operated by Colossus under the trademarked banner of Colossus SSP, for a one-time license fee of $500,000, excluding fees for technical transfer, support, or maintenance services. Colossus is restricted under the License Agreement from (i) providing access to the licensed technology to any third party other than its consultants, service providers or other representatives operating under a confidentiality obligation, (ii) selling, sublicensing or disposing in any other manner the licensed technology and (iii) creating or developing new products based on the licensed technology. The License Agreement contains customary representations, warranties and covenants between the parties, customary conditions to closing, indemnification obligations of Colossus and SmartyAds, and other obligations of the parties and termination provisions.
The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| EXHIBIT INDEX | ||
| Exhibit No. | Description | |
| 10.1 | Exclusive License and Sale Agreement, effective as of November 9, 2022, by and between Colossus Media, LLC and SmartyAds, Inc. | |
| 104 | The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL | |
C:
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.
| November 15, 2022 (Date) |
Direct Digital Holdings, Inc. (Registrant) |
| /s/ Susan Echard | |
| Susan Echard | |
| Chief Financial Officer and Corporate Secretary |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/15/22 | None on these Dates | ||
| For Period end: | 11/9/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/23 Direct Digital Holdings, Inc. 424B3 1:2.1M Toppan Merrill Bridge/FA 4/17/23 Direct Digital Holdings, Inc. 10-K 12/31/22 109:11M Toppan Merrill Bridge/FA |