HOUSTON, Aug. 27,
2024 /PRNewswire/ -- Today, Direct Digital
Holdings, Inc. (the "Company") reported that the Company received
an additional delinquency notice (the "Notice") from the Listing
Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
on August 21, 2024, which indicated
that, as a result of the delay in the Company's filing of its
Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the "Q2 Form 10-Q") 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
additional delinquency could serve as an additional basis for the
delisting of the Company's securities from Nasdaq.
As disclosed by press release on April
17, 2024 and May 21, 2024, the
Company previously received delinquency notification letters from
Nasdaq and thereafter submitted its plan to Nasdaq to regain
compliance with the Rule by filing its Annual Report on Form 10-K
for the fiscal year ended December 31,
2023 (the "Form 10-K") and its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2024
(the Q1 Form 10-Q" and together with the Q2 Form 10-Q, the "Delayed
Reports") with the SEC by October 14,
2024, which plan Nasdaq ultimately approved. Nasdaq has now
requested an update to the plan, particularly with respect to the
Company's plan to file the Q2 Form 10-Q with the SEC. The Company
plans to timely update Nasdaq with respect to the plan by
September 5, 2024.
Neither the Notice nor the Company's non-compliance with the
Rule will have 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 and file the Delayed
Reports with the SEC and thereby evidence compliance with the Rule
as soon as practicable.
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
125,000 clients monthly, generating over 300 billion impressions
per month across display, CTV, in-app and other media channels.
Cautionary Note Regarding Forward-Looking
Statements
This press release may contain forward-looking
statements within the meaning of federal securities laws that 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 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.
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 press release
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. As you read and
consider this press release, you should understand that these
statements are not guarantees of performance or results. They
involve risks, uncertainties (many of which are beyond our control)
and assumptions. Although we believe that these forward-looking
statements are based on reasonable assumptions, you should be aware
that 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. We believe these factors include, but are not limited
to, the following: the restrictions and covenants imposed upon us
by our credit facilities; our ability to secure additional
financing to meet our capital needs; any significant fluctuations
caused by our high customer concentration; risks related to
non-payment by our clients; reputational and other harms caused by
our failure to detect advertising fraud; 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; restrictions on the use of
third-party "cookies," mobile device IDs or other tracking
technologies, which could diminish our platform's effectiveness;
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;
our failure to manage our growth effectively; the difficulty in
identifying and integrating any future acquisitions or strategic
investments; any changes or developments in legislative, judicial,
regulatory or cultural environments related to information
collection, use and processing; challenges related to our buy-side
clients that are destination marketing organizations and that
operate as public/private partnerships; any strain on our resources
or diversion of our management's attention as a result of being a
public company; the intense competition of the digital advertising
industry and our ability to effectively compete against current and
future competitors; 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; as a holding company, we depend on
distributions from Direct Digital Holdings, LLC ("DDH LLC") to pay
our taxes, expenses (including payments under the Tax Receivable
Agreement) and any amount of any dividends we may pay to the
holders of our common stock; the fact that DDH LLC is controlled by
DDM, whose interest may differ from those of our public
stockholders; any risks associated with the material weakness that
was identified in our review of internal control over financial
reporting as of December 31, 2022;
any failure by us to maintain or implement effective internal
controls or to detect fraud; our ability to complete
the audit of our financial statements for the fiscal year ended
December 31, 2023; and other factors
and assumptions discussed in our Form 10-K and subsequent periodic
and current reports we may file with the SEC. 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. New factors
that could cause our business not to develop as we expect emerge
from time to time, and it is not possible for us to predict all of
them. Further, we cannot assess the impact of each currently known
or new factor on our results of operations or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements.
Contacts
Brett Milotte,
ICR
investors@directdigitalholdings.com
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SOURCE Direct Digital Holdings