Direct Digital Holdings Inc.

10/15/2025 | Press release | Distributed by Public on 10/15/2025 04:32

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
On October 13, 2025, Direct Digital Holdings, Inc. (the "Company") held its 2025 Special Meeting of stockholders at 9:30 a.m. Central Time by means of an online virtual meeting platform.
At the 2025 Special Meeting, the following four proposals were approved: (i) the approval of an amendment to the Company's Certificate of Incorporation to increase the number of our authorized shares of Class A Common Stock from 160,000,000 to 760,000,000; and (ii) the approval of the issuance of up to 50,000,000 shares of Class A Common Stock under the Company's equity line of credit pursuant to the Company's Share Purchase Agreement. The two proposals are described in detail in the Company's definitive proxy statement on Schedule 14A for the 2025 Special Meeting filed with the SEC on September 29, 2025.
Proposal 1
The vote with respect to the approval of an amendment to the Company's Certificate of Incorporation to increase the number of our authorized shares of Class A Common Stock from 160,000,000 to 760,000,000, was as follows:
Total Votes For
Total Votes Against
Abstentions
21,978,250 155,886 73,138
Proposal 2
The vote with respect to the approval of the issuance of up to 50,000,000 shares of Class A Common Stock under the Company's equity line of credit pursuant to the Company's Share Purchase Agreement, was as follows:
Total Votes For
Total Votes Against
Abstentions
21,987,979 146,582 72,713
Item 8.01 Other Events.
As previously reported, on October 18, 2024, the Company received a deficiency notice (the "First Notice") from the Listing Qualifications Department of Nasdaq (the "Staff") notifying the Company that it was not in compliance with the stockholders' equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). This rule requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2.5 million (the "Stockholders' Equity Requirement"). The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2024 reported a stockholders' deficit of $8.8 million.
Subsequent to the end of an extension period granted by the Staff, the Company received a letter indicating that its common stock would be delisted. The Company then requested a hearing before the Nasdaq Hearings Panel (the "Panel"). The hearing was held on May 29, 2025 and, by decision dated June 9, 2025, the Panel accepted the Company's proposed plan to regain compliance with the Stockholders' Equity Requirement, and granted the Company's request for an extension through October 14, 2025 to do so, subject to the Company's satisfaction of certain interim conditions.
Since June 30, 2025, the Company completed the following transactions:
•Under the Company's Share Purchase Agreement executed October 18, 2024 with New Circle Principal Investments LLC, a Delaware limited liability company, the Company sold 3.7 million shares of the Company's Class A Common Stock for $1.3 million during the quarter ended September 30, 2025. The Company has sold 11.3 million shares of the Company's Class A Common Stock for $8.9 million since inception of the program.
•On August 8, 2025, the Company entered into the Seventh Amendment (the "Seventh Amendment") to the Term Loan and Security Agreement dated December 3, 2021 (the "Term Loan Facility") and Lafayette Square Loan Servicing, LLC, as administrative agent, and the other lenders (collectively "Lafayette"). Under the terms of the Seventh Amendment, the parties agreed to convert and exchange term loans with an aggregate principal amount of $25.0 million for newly authorized shares of Series A Preferred Stock, par value $0.001, of the Company (the "Series A Preferred Stock"), with an aggregate face amount of $25.0 million issued to Lafayette.
•On October 14, 2025, the Company entered into the Ninth Amendment (the "Ninth Amendment") to the Term Loan Facility with Lafayette. Under the terms of the Ninth Amendment, the parties agreed to convert and
exchange term loans with an aggregate principal amount of $10.0 million for newly authorized shares of Series A Preferred Stock, with an aggregate face amount of $10.0 million issued to Lafayette.
As a result of these transactions, after taking into account the net conversion amounts and/or proceeds therefrom, and after consideration of the Company's estimates for business activity in the three months ended September 30, 2025, the Company believes that, as of the date of this Current Report on Form 8-K, it satisfies the Stockholders' Equity Requirement. The Company is awaiting a formal compliance determination from Nasdaq and will provide an update upon receipt of such determination.
Also as previously disclosed, on May 12, 2025, the Company received a second notice (the "Second Notice") from the Staff notifying the Company that because the closing bid price of the Company's Class A common stock was below $1.00 per share for the prior 30 consecutive business days, the Company was not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"). The Second Notice states that the Company has 180 calendar days from the date of the Second Notice, or until November 10, 2025, to regain compliance with the Bid Price Rule. If at any time before November 10, 2025, the bid price for the Company's Class A Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which number of days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Bid Price Rule, and the matter will be closed.
The Company intends to continue to actively monitor the closing bid price for the Company's Class A Common Stock between now and November 10, 2025, at which point the Company may be entitled to a second 180-day grace period to evidence compliance with the Bid Price Rule under Nasdaq Listing Rule 5810(c)(3)(A)(ii). The Company is considering all available options to resolve the deficiency and regain compliance with the applicable Nasdaq Listing Rules within the timeframes required by Nasdaq.
Direct Digital Holdings Inc. published this content on October 15, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 15, 2025 at 10:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]