Direct Digital Holdings Faces Delisting Concerns

TL;DR

DDH might get delisted, check listing status ASAP.

AI Summary

Direct Digital Holdings, Inc. filed an 8-K on May 24, 2024, reporting a notice of delisting or failure to satisfy continued listing rules as of May 21, 2024. The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas.

Why It Matters

This filing indicates potential issues with Direct Digital Holdings' continued listing on an exchange, which could impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to shareholders.

Key Players & Entities

• Direct Digital Holdings, Inc. (company) — Registrant
• May 21, 2024 (date) — Earliest event reported
• May 24, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — tered Class A common stock, par value $0.001 per share DRCT The Nasdaq Stock Mar

Filing Documents

• tm2415468d1_8k.htm (8-K) — 36KB
• tm2415468d1_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001104659-24-065108.txt ( ) — 237KB
• drct-20240521.xsd (EX-101.SCH) — 3KB
• drct-20240521_lab.xml (EX-101.LAB) — 33KB
• drct-20240521_pre.xml (EX-101.PRE) — 22KB
• tm2415468d1_8k_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on the Current Report on Form 8-K of Direct Digital Holdings, Inc. (the "Company") filed on April 23, 2024, the Company received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") on April 17, 2024, which indicated that, as a result of the Company's delay in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (the "Form 10-K") by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule"), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the "SEC"). The Company received a delinquency notification letter (the "Notice") from Nasdaq on May 21, 2024 due to the Company's non-compliance with the Rule as a result of the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the "Form 10-Q"). The Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-K, or until October 14, 2024, to file the Form 10-K and the Form 10-Q to regain compliance; however, there can be no assurance that these events will occur. Neither the Notice nor the Company's noncompliance with the Rule has an immediate effect on the listing or trading of the Company's securities on Nasdaq, which will continue to trade on The Nasdaq Capital Market under the symbol "DRCT." The Company continues to work diligently to complete the Form 10-K and the Form 10-Q and plans to file the same as promptly as possible to regain compliance with the Rule.

01

Item 7.01 Regulation FD Disclosure. On May 24, 2024, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1. The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 8.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K may contain forward-looking 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 that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the information described under the caption "Risk Factors" and elsewhere in our most recent Annual Report on Form 10-K (the "Form 10-K") and subsequent periodic and or current reports filed with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K are based on assumptions t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 99.1 Press Release, dated May 24, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 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. May 24, 2024 (Date) Direct Digital Holdings, Inc. (Registrant) /s/ Diana P. Diaz Diana P. Diaz Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR