Direct Digital Holdings Announces Receipt of Expected Default Notification Letter from Nasdaq Regarding Failure to Comply with Listing Rule 5250(c)(1)

HOUSTON, May 24, 2024 /PRNewswire/ — Today, Direct Digital Holdings, Inc. (the “Company”) reported that the Company has received an expected default notification letter (the “Notice”) from the Department of Nasdaq Stock Market LLC (“Nasdaq”) listing qualifications. ) on May 21, 2024which indicated that due to the company’s delay in filing its quarterly report on Form 10-Q for the completed fiscal quarter March 31, 2024 (the “Form 10-Q”) as of the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires that Nasdaq-listed companies timely file all periodic financial reports with the United States Securities and Exchange Commission (the “SEC”).

As previously indicated by press release on April 23, 2024the Company received a payment default notification letter from Nasdaq on April 17, 2024 due to the company’s failure to comply with the rule due to the company’s failure to timely file its annual report on Form 10-K for the completed fiscal year December 31, 2023 (the “Form 10-K”).

The notice states that the company has until June 17, 2024 submit to Nasdaq a plan to restore compliance with the rule. If Nasdaq accepts the Company’s plan to return to compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of Form 10-K, or until October 14, 2024, to file Form 10-K and Form 10-Q to restore compliance; however, there can be no assurance that these events will occur.

Neither the notice nor the Company’s failure to comply with the rule shall have any immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to be traded on the Nasdaq Capital Market under the “DRCT” symbol. The Company continues to work diligently to complete Form 10-K and Form 10-Q and plans to file them as quickly as possible to return to compliance with the rule.

About Direct Digital Holdings
Direct Digital Holdings (Nasdaq: DRCT), owner of operating companies Colossus SSP, Huddled Masses and Orange 142, brings together industry-leading sales and buying advertising platforms under one umbrella company. Direct Digital Holdings’ sell-side platform, Colossus SSP, provides advertisers of all sizes with extensive reach across general market and multicultural media properties. The company’s subsidiaries, Huddled Masses and Orange142, deliver significant ROI for mid-market advertisers by providing data-optimized programmatic solutions at scale for companies in industries ranging from energy to healthcare and through travel and financial services. Direct Digital Holdings’ sell-side and buy-side solutions manage an average of more than 125,000 customers per month, generating more than 300 billion impressions per month across display, CTV, in-app and other media channels.

Caution Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the 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”, “could”, “could”, “will”, “expect”, “likely”, “believe”, “continue”, “anticipate”, ” estimates”, “intent”, “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 cause actual results to differ materially from those expressed or implied by the forward-looking statements. Accordingly, such statements are qualified in their entirety by reference to the information described under the heading “Risk Factors” and elsewhere in our annual report. recent on Form 10-K (“Form 10-K”) and periodic and/or subsequent 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 that we believe appropriate in the circumstances. In reading and reviewing 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 that expressed or implied by the statements. prospective. . We believe these factors include, but are not limited to, the following: restrictions and covenants imposed on us by our credit facilities; our ability to obtain additional financing to meet our capital needs; any significant fluctuations caused by our high concentration of customers; risks linked to non-payment by our customers; reputational and other harm caused by our failure to detect advertising fraud; operational and performance issues with our platform, whether real or perceived, including the inability to respond to technological changes or upgrade our technology systems; restrictions on the use of third-party “cookies,” mobile device identifiers or other tracking technologies, which may reduce the effectiveness of our platform; adverse publicity and negative public perception of our industry, particularly concerns regarding data privacy and security related to our industry’s technology and practices, and any perceived failure to comply with laws and self-regulation of the sector; our inability to effectively manage our growth; the difficulty of identifying and integrating possible future acquisitions or strategic investments; any changes or developments in the legislative, judicial, regulatory or cultural environments relating to the collection, use and processing of information; challenges related to our buyer clients who are destination marketing organizations and operate under public/private partnerships; any strain on our resources or diversion of management attention as a result of being a public company; intense competition in the digital advertising industry and our ability to compete effectively with our current and future competitors; any unintentional disclosure or material breach of confidential and/or personal information we hold, or the security of our IT systems or those of our customers, suppliers or other partners; 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 dividend amounts that we may pay to holders of our common stock; the fact that DDH LLC is controlled by DDM, whose interests may differ from those of our public shareholders; any risks associated with the material weakness identified in our review of internal control over financial reporting as of the date of December 31, 2022; any failure on our part to maintain or implement effective internal controls or to detect fraud; our ability to engage an independent accounting firm and perform an audit of our financial statements for the current year December 31, 2023; and other factors and assumptions discussed in our Form 10-K and subsequent periodic and current reports that we may file with the SEC. If one or more of these risks or uncertainties materialize, or if any of these assumptions prove incorrect, our actual operating and financial performance could differ in material respects from the performance projected in these forward-looking statements. Furthermore, 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 unforeseen events or circumstances. New factors emerge from time to time that could prevent our business from growing as we hope, and it is not possible for us to predict them all. In addition, 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 the forward-looking statements.

Contacts
Brett MilotteICR
(email protected)

SOURCE Direct Digital Funds