Zeta Global Holdings Corp. Files 8-K on Equity Sales

TL;DR

Zeta Global filed an 8-K on Oct 21, 2024, covering unregistered equity sales and other events.

AI Summary

On October 21, 2024, Zeta Global Holdings Corp. filed an 8-K report detailing unregistered sales of equity securities. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits. The company, incorporated in Delaware, is headquartered at 3 Park Avenue, New York, NY.

Why It Matters

This filing provides insight into Zeta Global's equity transactions and regulatory disclosures, which can impact investor understanding of the company's financial activities.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and equity sales, not indicating immediate financial distress or significant new risks.

Key Numbers

• 001-40464 — SEC File Number (Identifies the company's filing history with the SEC.)
• 80-0814458 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Zeta Global Holdings Corp. (company) — Registrant
• October 21, 2024 (date) — Date of earliest event reported
• 3 Park Avenue, 33rd Floor, New York, New York 10016 (address) — Principal Executive Offices
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — tered Class A common stock, par value $0.001 per share ZETA The New York Stock E
• $250 m — exchange for aggregate consideration of $250 million, plus potential earnout payments
• $75 million — lus potential earnout payments of up to $75 million based on the achievement of certain per
• $77.5 million — evement of certain performance targets. $77.5 million of the purchase price was paid in cash
• $172.5 million — rice was paid in cash consideration and $172.5 million of the purchase price was paid in the f

Filing Documents

• zeta-20241021.htm (8-K) — 44KB
• zeta-ex99_1.htm (EX-99.1) — 15KB
• 0000950170-24-115991.txt ( ) — 171KB
• zeta-20241021.xsd (EX-101.SCH) — 23KB
• zeta-20241021_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 21, 2024, Zeta Global Holdings Corp. ("Zeta") issued a press release announcing that the previously announced agreement to acquire LiveIntent, Inc. ("LiveIntent") has closed. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. On October 21, 2024, Zeta completed its previously announced acquisition of LiveIntent, pursuant to an Agreement and Plan of Merger and Reorganization , dated as of October 7, 2024 (the "Merger Agreement"). At the closing of the acquisition, all outstanding shares of LiveIntent capital stock, restricted stock units representing the right to receive LiveIntent capital stock, options to purchase LiveIntent capital stock and warrants to purchase LiveIntent capital stock were cancelled in exchange for aggregate consideration of $250 million, plus potential earnout payments of up to $75 million based on the achievement of certain performance targets. $77.5 million of the purchase price was paid in cash consideration and $172.5 million of the purchase price was paid in the form of approximately 5.9 million shares of Class A common stock of Zeta, par value $0.001 per share (such issued shares, the "Stock Consideration"), in each case subject to customary adjustments and holdback arrangements in accordance with the Merger Agreement. The issuance of the Stock Consideration was made in reliance upon the exemptions from registration afforded by Section 4(a)(2), Rule 506 of Regulation D promulgated under the Securities Act, and/or Regulation S promulgated under the Securities Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the amount and timing of earnout payments, if any. Statements regarding future events are based on Zeta's current expectations and are necessarily subject to associated risks related to, among other things, general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the "Risk Factors" section of Zeta's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and Zeta undertakes no obligation to revise or update any forward-looking statements, except as required by applicable law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated October 21, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

SIGNATURES 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. Zeta Global Holdings Corp. Date: October 21, 2024 By: /s/ Christopher Greiner Christopher Greiner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR