Direct Digital Holdings Files 8-K on Equity Sales & Officer Changes

TL;DR

DDH sold unregistered equity, swapped a director, and updated exec pay. Check the filings.

AI Summary

On December 12, 2024, Direct Digital Holdings, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing also announced the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. Additionally, it included financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's equity structure and leadership, which can impact investor confidence and future strategic direction.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can signal potential dilution or financing needs, while changes in directorship and compensation arrangements warrant investor scrutiny.

Key Numbers

• 001-41261 — Commission File Number (Identifies the company's SEC filings)
• 87-2306185 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Direct Digital Holdings, Inc. (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• 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 Market
• $182,843 — s A Common Stock ") for an aggregate of $182,843 in cash consideration after a total dis
• $7,619 — consideration after a total discount of $7,619. This Form 8-K is being filed because t

Filing Documents

• drct-20241212.htm (8-K) — 30KB
• 0001628280-24-051878.txt ( ) — 159KB
• drct-20241212.xsd (EX-101.SCH) — 2KB
• drct-20241212_lab.xml (EX-101.LAB) — 23KB
• drct-20241212_pre.xml (EX-101.PRE) — 13KB
• drct-20241212_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Since December 3, 2024, the end of the period covered by the most recent Report filed on any of Forms 8-K, 10-K or 10-Q by Direct Digital Holdings, Inc. (" Company "), through December 12, 2024, the Company sold 220,000 shares of its Class A Common Stock, par value $0.001 per share (the " Class A Common Stock ") for an aggregate of $182,843 in cash consideration after a total discount of $7,619. This Form 8-K is being filed because the aggregate number of shares of Class A Common Stock sold in unregistered transactions exceeds five percent (5%) of the total number of such shares issued and outstanding as of December 3, 2024. The sales of Class A Common Stock referred to herein were made to New Circle Principle Investments LLC (" New Circle ") pursuant to the previously disclosed Equity Reserve Facility under the Share Purchase Agreement (the " Purchase Agreement ") with New Circle. In the Purchase Agreement, New Circle represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the " Securities Act ")). The securities referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 13, 2024, the Company and each of Mark Walker, the Company's Chief Executive Officer, and Keith Smith, the Company's President (the " Executives ") entered into rescission agreements (the " Rescission Agreements ") to effect the Executives' voluntary request to rescind (i) all shares of Class A Common Stock issued to the Executives in 2024 in respect of the following restricted stock units (" RSUs "): (a) the cliff-vesting RSU award granted to each Executive on March 20, 2023, which award relates to 40,000 shares of Class A Common Stock per Executive; and (b) the first installment of the 3-year vesting RSU award granted to each Executive on March 20, 2023, which installment relates to 9,970 shares of Class A Common Stock per Executive (collectively, the " Affected RSUs "); and (ii) the Affected RSUs themselves.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 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. December 18, 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