Direct Digital Holdings Inc.
11/13/2025 | Press release | Distributed by Public on 11/13/2025 12:02
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing..
As previously disclosed, on May 12, 2025, Direct Digital Holdings, Inc. (the "Company") received a notice (the "Notice") from the Staff of the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that because the closing bid price of the Company's Class A common stock, par value $0.001 per share (the "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 Notice stated that the Company had 180 calendar days from the date of the Notice, or until November 10, 2025, to regain compliance with the Bid Price Rule.
On November 13, 2025, the Company received a second notice (the "Second Notice") from the Staff stating that the Company did not regain compliance with the Bid Price Rule by November 10, 2025, was not eligible for a second 180-day period to remedy the deficiency, and, as a result, non-compliance with the Bid Price Rule could serve as an additional basis for delisting. As described below, the Company previously presented its plan to evidence compliance with the Bid Price Rule at a hearing before the Nasdaq Hearings Panel, which subsequently granted the Company an extension to regain compliance with the Bid Price Rule. Neither the Second Notice nor the Company's non-compliance with the Bid Price 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."
Item 8.01 Other Events.
On November 7, 2025, the Company received the Panel's decision (the "Panel Decision") regarding the Company's continued listing on Nasdaq. The Panel Decision indicated that the Company has evidenced compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule") and, as such, that matter has been closed. The Panel Decision also indicated that the Panel had granted the Company an exception through January 30, 2026, to demonstrate compliance with the Bid Price Rule. If at any time before January 30, 2026, 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, but generally not more than 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Bid Price Rule, and the matter will be closed. Finally, the Panel Decision indicated that the Company would remain subject to a discretionary Panel Monitor for a period of one year from the date of the Panel Decision. Should the Company fail to maintain compliance with any continued listing requirement during the Panel Monitor, the Staff will issue a delist determination letter, which the Company may address at a new hearing before the Panel.
The Company is considering all available options to regain compliance with the Bid Price Rule, including by implementing a reverse stock split, by January 30, 2026, and to otherwise maintain its listing on Nasdaq. However, there can be no assurance that those efforts will be successful. If the Company does not evidence compliance with the Bid Price Rule within the time period permitted by Nasdaq or otherwise fails to satisfy the applicable continued listing criteria in the future, the Company's securities may be subject to delisting from Nasdaq.
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