Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 8, 2024

Date of Report (Date of earliest event reported)

COLLECTIVE AUDIENCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40723		86-2861807
(State or other jurisdiction of  incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

85 Broad Street 16-079

New York, NY 10004

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:

(808) 829-1057

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CAUD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On April 8, 2024, Collective Audience, Inc. (the “Company”) and DSL Digital LLC (“DSL Digital”) issued a joint press release announcing the non-binding letter of intent for the Company’s acquisition of DSL Digital (the “Acquisition”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statement

This Current Report includes “forward-looking statements” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 including, without limitation, statements related to the parties’ ability to consummate the Acquisition, including the ability of both companies to secure all required regulatory, third-party approvals for the proposed Acquisition; the anticipated timing to close the Acquisition; the anticipated financial performance of the Company and DSL Digital both before and after the proposed Acquisition; and the anticipated benefits of the proposed Acquisition, including synergies to the Company’s business following the proposed Acquisition. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this Current Report. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements are disclosed in the Company’s securities and exchange commission filings. All forward-looking statements are expressly qualified in their entirety by such factors. The companies do not undertake any duty to update any forward-looking statement except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number		Description of Exhibit
99.1		Press Release, dated April 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Dated: April 8, 2024	COLLECTIVE AUDIENCE, INC.

	By:	/s/ Peter Bordes
	Name:	Peter Bordes
	Title:	Chief Executive Officer

Exhibit 99.1

Acquisition to Add Global B2B and DTC Customer Base, International Services Team, and Proprietary AI-Powered AdTech Tool Sets

New York, NY, April 8, 2024 – Collective Audience, Inc. (Nasdaq: CAUD), a leading innovator of audience-based performance advertising and media, has entered into a definitive agreement to acquire DSL Digital, a provider of Marketing-as-a-Service solutions powered by proprietary AI technology. For Collective Audience, the acquisition is expected to form the foundation of a new AudienceServices™ group.

Founded in 2019, DSL Digital has been providing digital performance advertising and marketing services to select global brands, including a market leader in enterprise application software and a Global 500 multinational professional services company. For these premier clients, the marketing services have included executing thousands of campaigns across hundreds of countries and involving multi-million dollar advertising spend.

DSL Digital utilizes a proprietary set of AI-powered performance advertising tools to simultaneously run hundreds of performance advertising campaigns to continually improve performance metrics and outperform industry benchmarks.

“This key acquisition will provide the proven foundational professional capabilities and technology for our new AudienceServices group offering, performance advertising strategy, campaign development, media buying, content marketing and SEO,” stated Collective Audience CEO, Peter Bordes. “DSL Digital’s extraordinarily talented team has developed some of the most unique AI-powered performance advertising tools in the industry, allowing it to deliver significantly higher campaign performance for its clients versus industry averages. We see these new tools and services as integral building blocks of our AudienceCloud™ infrastructure and ecosystem, and furthering our mission of solving the many challenges facing today’s digital media and advertising industry.”

Collective Audience plans to productize DSL Digital’s tool sets and integrate them with the existing modules in the company’s AudienceCloud™ platform. DSL Digital’s 20-member team, based in the U.S., Canada and Europe, is expected to join Collective Audience upon completion of the acquisition and lead the integration.

“Collective Audience has a clear vision for revolutionizing the digital advertising and media industries, and we are thrilled to have this opportunity to help realize this vision by integrating our expertise and tools into the Collective,” stated DSL Digital founder and CEO, Gregg Greenberg. “To become part of something bigger that will push the edges of innovation is exciting to our team, and we expect the offerings of our new AudienceServices group will be extremely exciting for our clients and the industry as a whole.”

DSL Digital’s head of media, Eugene Smelyansky, who is expected to become the group media director of AudienceServices, commented: “We are looking forward to unleashing the full suite of Collective Audience’s offerings to our existing clients, and working to build out B2B and DTC specific verticals for Collective Audience that will bring our performance marketing expertise to a larger base of brands and agencies.”

Collective Audience anticipates the acquisition to generate significant revenue and positive EBITDA, and be consummated in an all-stock transaction according to the definitive acquisition agreement. The transaction is expected to close before the end of the current quarter. Additional details related to the transaction will be made available in a Form 8-K filed by Collective Audience and available at www.sec.gov.

About Collective Audience

Collective Audience provides an innovative audience-based performance advertising and media platform for brands, agencies and publishers. The company has introduced a new open, interconnected, data driven, digital advertising and media ecosystem that will uniquely eliminate many inefficiencies in the digital ad buyer and seller process for brands, agencies and publishers. It will deliver long sought-after visibility, complementary technology, and unique audience data that drives focus on performance, brand reach, traffic and transactions.

For the AdTech providers and media buyers who come onto Collective Audience’s platform, they will be able to leverage audience data as a new asset class, powered by AI as an intelligence layer to guide decision making.

To learn more, visit collectiveaudience.co.

Company Contact:

Peter Bordes, CEO
Collective Audience, Inc.
Email contact

Investor Contact:
Ron Both or Grant Stude

CMA Investor Relations
Tel (949) 432-7566
Email contact

Media Contact:
Tim Randall

CMA Media Relations
Tel (949) 432-7572
Email contact

Cover	Apr. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 08, 2024
Entity File Number	001-40723
Entity Registrant Name	COLLECTIVE AUDIENCE, INC.
Entity Central Index Key	0001854583
Entity Tax Identification Number	86-2861807
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	85 Broad Street 16-079
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	808
Local Phone Number	829-1057
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CAUD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false