Direct Digital Holdings Inc.
12/18/2024 | Press release | Distributed by Public on 12/18/2024 15:17
Private Placement Form 8 K
Item 3.02 Unregistered Sales of Equity Securities.
Since December 3, 2024, the end of the period covered by the most recent Report filed on any of Forms 8-K, 10-K or 10-Q by Direct Digital Holdings, Inc. ("Company"), through December 12, 2024, the Company sold 220,000 shares of its Class A Common Stock, par value $0.001 per share (the "Class A Common Stock") for an aggregate of $182,843 in cash consideration after a total discount of $7,619. This Form 8-K is being filed because the aggregate number of shares of Class A Common Stock sold in unregistered transactions exceeds five percent (5%) of the total number of such shares issued and outstanding as of December 3, 2024.
The sales of Class A Common Stock referred to herein were made to New Circle Principle Investments LLC ("New Circle") pursuant to the previously disclosed Equity Reserve Facility under the Share Purchase Agreement (the "Purchase Agreement") with New Circle. In the Purchase Agreement, New Circle represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")). The securities referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.