Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, Direct Digital Holdings, Inc. (the "Company") was granted an extension by the Nasdaq Hearings Panel with respect to the deadline for the Company to comply with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1). On October 1, 2026, the Company received a notice (the "Delist Determination") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that based on the Company's failure to comply with Nasdaq Listing Rule 5550(b)(1) before the end of the extension period, Nasdaq had determined to delist the Company's securities and suspend trading in the Company's securities effective with the open of business on Monday, October 5, 2026. In accordance with Nasdaq Listing Rule 5820, the Company may appeal the Delist Determination to the Nasdaq Listing and Hearing Review Council (the "Listing Council") within 15 days from the date of the Delist Determination. The Listing Council may also separately elect to review this matter within 45 days of the Delist Determination. The Company expects that Nasdaq will move to file a Form 25 with the Securities and Exchange Commission ("SEC") to effect the formal delisting of the Company's securities from Nasdaq once all applicable Nasdaq appeal and review periods have expired.
The Company anticipates that, upon the suspension of trading of its Class A Common Stock on Nasdaq, the Company's shares of Class A Common Stock will begin trading on the OTC Markets' OTC Pink "Limited Information" tier under its current symbol "DRCT," which may have a material adverse effect on the trading price and volume for the Class A Common Stock. There can be no assurance that a market for the Class A Common Stock will develop or be maintained on the OTC Markets system, and the Company's stockholders may find it more difficult to buy or sell their shares.