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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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):
September 21, 2023
Direct Digital Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41261 |
|
87-2306185 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1177 West Loop South, Suite 1310
Houston, Texas |
|
77027 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (832) 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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
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 |
Class A common stock, par value $0.001 per share |
|
DRCT |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
|
DRCTW |
|
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 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.
Item 8.01 Other Events.
On September 21, 2023, Direct Digital Holdings, Inc. (the “Company”)
issued a press release announcing the extension of the expiration date of its previously commenced
offer to each holder of its outstanding public warrants (the “Warrants”) to purchase shares of its Class A common stock,
par value $0.001 per share, the opportunity to receive $1.20 in cash, without interest, for each outstanding Warrant tendered by the holder
pursuant to the offer (the “Tender Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”)
from holders of the outstanding Warrants to amend that certain Warrant Agent Agreement, dated as of February 15, 2022, by and between
the Company and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC) which governs all of the Warrants
(the “Warrant Amendment”).
The expiration date of the Tender
Offer and Consent Solicitation has been extend to one minute after 11:59 p.m., Eastern Time, on September 28, 2023, unless the Company,
in its discretion, extends the period of time during which the Tender Offer and Consent Solicitation will remain open.
As of September 21, 2023, approximately
95 Warrants have been validly tendered and not validly withdrawn from the Offer, representing 0.003% of the outstanding Warrants. Warrant
holders who have validly tendered and not withdrawn their Warrants do not need to re-tender their Warrants or take any other action in
response to the extension of the tender offer.
The Tender Offer and Consent
Solicitation are made solely upon the terms and conditions in an Offer to Purchase and Consent Solicitation and other related offering
materials that have been distributed to holders of the Warrants. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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.
September 21, 2023 (Date) |
Direct Digital Holdings, Inc.
(Registrant) |
|
|
|
/s/ Diana Diaz |
|
Diana Diaz |
|
Interim Chief Financial Officer |
Exhibit 99.1
Direct Digital Holdings Announces Extension of the Expiration of the Previously Commenced Offer to Purchase and Consent Solicitation Relating to its Warrants
Houston, September 21, 2023 -- Direct Digital
Holdings, Inc. (Nasdaq: DRCT) ("Direct Digital Holdings" or the "Company"), a leading advertising and marketing technology
platform operating through its companies Colossus Media, LLC ("Colossus SSP"), Huddled Masses LLC ("Huddled Masses")
and Orange142, LLC ("Orange142"), today announced that the Company has extended the expiration date of its previously commenced
offer to purchase (the “Offer”) all of its outstanding publicly traded warrants (the “Warrants”) to purchase shares
of its Class A common stock, par value $0.001 per share, at a purchase price of $1.20 in cash, without interest, to one minute after 11:59
p.m., Eastern Time, on September 28, 2023, unless the Company, in its discretion, extends the period of time during which the Offer will
remain open.
As of September 21, 2023, approximately 95 Warrants
have been validly tendered and not validly withdrawn from the Offer, representing 0.003% of the outstanding Warrants. Warrant holders
who have validly tendered and not withdrawn their Warrants do not need to re-tender their Warrants or take any other action in response
to the extension of the tender offer.
Direct Digital Holdings is also soliciting
consents (the “Consent Solicitation”) to amend the Warrant Agent Agreement, dated as of February 15, 2022 (the
“Warrant Agreement”), by and between Direct Digital Holdings and Equiniti Trust Company, LLC (formerly American Stock
Transfer & Trust Company, LLC (the “Transfer Agent”), which governs all of the Warrants, to permit Direct Digital
Holdings to redeem each outstanding Warrant for $0.35 in cash, without interest, which is approximately 71% less than the price
applicable to the Offer (such amendment, the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the
adoption of the Warrant Amendment will require the consent of holders of at least 50.1% of the outstanding Warrants. In order to
tender the Warrants in the Offer and receive $1.20 in cash for each of their Warrants, holders of the Warrants are required to
consent to the Warrant Amendment. Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date. The
Company’s obligation to complete the Offer is conditioned on the tender of at least 50.1% of the outstanding Warrants.
The Offer and Consent Solicitation are being made
pursuant to a Second Amended and Restated Offer to Purchase dated September 21, 2023, and Schedule TO, originally filed on August 29,
2023, as amended and supplemented, each of which has been filed with the SEC and more fully set forth the terms and conditions of the
Offer and Consent Solicitation.
The Company’s Class A common stock and Warrants
are listed on The Nasdaq Stock Market LLC under the symbols “DRCT” and “DRCTW,” respectively. As of August 29.
2023, a total of 3,217,800 Warrants were outstanding.
Stifel, Nicolaus & Company, Incorporated has
been appointed as the Dealer Manager for the Offer and Consent Solicitation, D.F. King, Co., Inc. (“D.F. King”) has been appointed
as the Information Agent for the Offer and Consent Solicitation, and Equiniti Trust Company, LLC has been appointed as the Depositary
for the Offer and Consent Solicitation. All questions concerning tender procedures and requests for additional copies of the offer materials,
including the letter of transmittal and consent should be directed to D.F. King.
Important Additional Information Has Been
Filed with the SEC
Copies of the Schedule TO and Offer to Purchase
will be available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed to D.F. King at
(866) 796-1290 (toll-free) or drct@dfking.com.
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation
are being made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the
Schedule TO and Offer to Purchase carefully before making any decision with respect to the Offer and Consent Solicitation because they
contain important information, including the various terms of, and conditions to, the Offer and Consent Solicitation.
None of Direct Digital Holdings, any of its management
or its board of directors, or the Dealer Manager or the Information Agent or Depositary or any other person makes any recommendation as
to whether or not Warrant holders should tender Warrants for exchange in the Offer or consent to the Warrant Amendment in the Consent
Solicitation. Warrant holders must make their own decision as to whether to tender their Warrants and, if so, how many Warrants to tender.
About Direct Digital Holdings
Direct
Digital Holdings (Nasdaq: DRCT), owner of operating companies Colossus SSP, Huddled Masses, and Orange 142, brings state-of-the-art sell-
and buy-side advertising platforms together under one umbrella company. Direct Digital Holdings' sell-side platform, Colossus SSP, offers
advertisers of all sizes extensive reach within general market and multicultural media properties. The Company's subsidiaries Huddled
Masses and Orange142 deliver significant ROI for middle market advertisers by providing data-optimized programmatic solutions at scale
for businesses in sectors that range from energy to healthcare to travel to financial services. Direct Digital Holdings' sell- and buy-side
solutions manage on average over 136,000 clients monthly, generating approximately 250 billion impressions per month across display, CTV,
in-app and other media channels.
Forward Looking Statements
This
press release may contain forward-looking statements within the meaning of federal securities laws and which are subject to certain
risks, trends and uncertainties.
As used below,
“we,” “us,” and “our” refer to the Company. We use words such as “could,” “would,”
“may,” “might,” “will,” “expect,” “likely,” “believe,” “continue,”
“anticipate,” “estimate,” “intend,” “plan,” “project” and other similar expressions
to identify forward-looking statements, but not all forward-looking statements include these words. All statements contained in this press
release that do not relate to matters of historical fact should be considered forward-looking statements.
All of our forward-looking
statements involve estimates and uncertainties that could cause actual results to differ materially from those expressed in or implied
by the forward-looking statements. Our forward-looking statements are based on assumptions that we have made in light of our industry
experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are
appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, many
factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance
expressed in or implied by the forward-looking statements, including, but not limited to: our dependence on the overall demand for advertising,
which could be influenced by economic downturns; any slow-down or unanticipated development in the market for programmatic advertising
campaigns; the effects of health epidemics; operational and performance issues with our platform, whether real or perceived, including
a failure to respond to technological changes or to upgrade our technology systems; any significant inadvertent disclosure or breach of
confidential and/or personal information we hold, or of the security of our or our customers', suppliers' or other partners' computer
systems; any unavailability or non-performance of the non-proprietary technology, software, products and services that we use; unfavorable
publicity and negative public perception about our industry, particularly concerns regarding data privacy and security relating to our
industry's technology and practices, and any perceived failure to comply with laws and industry self-regulation; restrictions on the use
of third-party "cookies," mobile device IDs or other tracking technologies, which could diminish our platform's effectiveness;
any inability to compete in our intensely competitive market; any significant fluctuations caused by our high customer concentration;
our limited operating history, which could result in our past results not being indicative of future operating performance; any violation
of legal and regulatory requirements or any misconduct by our employees, subcontractors, agents or business partners; any strain on our
resources, diversion of our management's attention or impact on our ability to attract and retain qualified board members as a result
of being a public company; our dependence, as a holding company, on receiving distributions from Direct Digital Holdings, LLC to pay our
taxes, expenses and dividends; the satisfaction of the conditions to the Offer, including the minimum tender condition; and other factors
and assumptions discussed in the "Risk Factors," "Management's Discussion and Analysis of Financial Conditions and Results
of Operations" and other sections of our filings with the Securities and Exchange Commission that we make from time to time. Should
one or more of these risks or uncertainties materialize or should any of these assumptions prove to be incorrect, our actual operating
and financial performance may vary in material respects from the performance projected in these forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to
update any forward-looking statement contained in this press release to reflect events or circumstances after the date on which it is
made or to reflect the occurrence of anticipated or unanticipated events or circumstances, and we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Contacts:
Investors:
Brett Milotte, ICR
Brett.Milotte@icrinc.com
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