Item 5. Other Information
ITEM 5. Other Information
None.
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ITEM 6. Exhibits
The following exhibits are being filed as part of this report or incorporated by reference as indicated therein:
Incorporated by Reference
Exhibit No.
Description
Form
File Number
Date
Exhibit No.
Filed herewith
1.1
Underwriting Agreement, dated February 10, 2022, by and among the Company, The Benchmark Company, LLC and Roth Capital Partners, LLC, as representatives of the underwriters.
8-K
001-41261
February 16, 2022
1.1
3.1
Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.
8-K
001-41261
February 16, 2022
3.1
3.2
Amended and Restated Bylaws of Direct Digital Holdings, Inc.
8-K
001-41261
February 16, 2022
3.2
4.1
Unit Purchase Option, dated February 15, 2022, issued by the Company to The Benchmark Company, LLC.
8-K
001-41261
February 16, 2022
4.1
4.2
Unit Purchase Option, dated February 15, 2022, issued by the Company to Roth Capital Partners, LLC.
8-K
001-41261
February 16, 2022
4.2
4.3
Warrant Agent Agreement, dated February 15, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC.
8-K
001-41261
February 16, 2022
4.3
10.1
Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022.
8-K
001-41261
February 16, 2022
10.1
10.2
Tax Receivable Agreement, dated February 15, 2022, by and among the Company, Direct Digital Holdings, LLC and Direct Digital Management, LLC.
8-K
001-41261
February 16, 2022
10.2
10.3+
Direct Digital Holdings, LLC 2022 Omnibus Incentive Plan.
S-1
333-261059
February 7, 2022
10.3
10.4+
Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Mark Walker.
10-K
001-41261
March 31, 2022
10.10
10.5+
Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Keith Smith.
10-K
001-41261
March 31, 2022
10.11
10.6+
Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Susan Echard.
10-K
001-41261
March 31, 2022
10.12
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Table of Contents
10.7+
Executive Employment Agreement, dated as of March 9, 2022, by and between Direct Digital Holdings, LLC and Anu Pillai.
10-K
001-41261
March 31, 2022
10.13
10.8
First Amendment to Term Loan and Security Agreement, dated as of February 3, 2022, by and among Direct Digital Holdings, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Universal Standards for Digital Marketing, LLC, as guarantors, Lafayette Square Loan Servicing, LLC as administrative agent, and the various financial institutions signatory to the Term Loan and Security Agreement as lenders.
10-K
001-41261
March 31, 2022
10.16
10.9
Second Amendment to Credit Agreement, dated as of February 10, 2022, by and among Direct Digital Holdings, LLC, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, Universal Standards for Digital Marketing, LLC and East West Bank.
10-K
001-41261
March 31, 2022
10.19
31.1
Certification of the Chief Executive Officer of Direct Digital Holdings, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Chief Financial Officer of Direct Digital Holdings, Inc, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS*
Inline XBRL Instance Document
X
101.SCH*
Inline XBRL Taxonomy Extension Schema
X
38
Table of Contents
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
X
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
X
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
X
101.PRE*
Inline XBRL Extension Presentation Linkbase
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
X
*
This exhibit will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
+
Indicates management contract or compensatory plan required to be filed as an Exhibit.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 16, 2022
DIRECT DIGITAL HOLDINGS, INC.
By:
/s/ Susan Echard
SUSAN ECHARD
Chief Financial Officer
(Duly Authorized Signatory, Principal Financial and Accounting Officer)
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.