UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2023
KUBIENT, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-39441
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82-1808844
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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| 500 7th Avenue, 8th Floor |
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New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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(800) 409-9456
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(Registrant’s Telephone Number, Including Area Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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KBNT
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Nasdaq
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Common Stock Purchase Warrants
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KBNTW
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Nasdaq
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 15, 2023, Kubient, Inc. (the “Company”) filed a Notification of Late Filing on Form 12b-25, indicating, among other things, that the filing of its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2023 (the “Form 10-Q”) would be delayed principally due to the Company’s auditor having not completed their review of the Form 10-Q for the period ended June 30, 2023.
Because of the delayed filing of the Form 10-Q with the United States Securities and Exchange Commission (the “SEC”), the Company received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1).
The Nasdaq notification letter notes that under Nasdaq rules, the Company has 60 calendar days, or until October 21, 2023, to submit a plan to regain compliance with
Nasdaq rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until February 20, 2024, to regain compliance.
The Company continues to work diligently with its auditor to complete the Form 10-Q, and if necessary, will submit a plan to regain compliance with Nasdaq’s filing
requirements within the 60 day deadline. However, the Company cannot currently estimate the filing date of the Form 10-Q.
The Company issued a press release on August 28, 2023, disclosing the receipt of the Nasdaq notification letter, a copy of which is attached as exhibit 99.1 and
furnished herewith.
This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The
Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934,
as amended. Such statements are based upon current plans, estimates and expectations of management that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of
forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,”
“may,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and the negative of these terms and similar expressions are intended to identify forward-looking statements,
though not all forward-looking statements use these words or expressions. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including, but not
limited to, risks related to the Company’s ability to work with its auditor to complete the Form 10-Q filing; and other important factors discussed in the Company’s Registration Statement on Form S-1 filed with the
SEC on December 21, 2020, and that are further updated from time to time in the Company’s other filings with the SEC. Readers are urged to consider these factors carefully and in the totality of the
circumstances when evaluating these forward-looking statements, and not to place undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Form 8-K. While the
Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, other than as may be required by law, even if subsequent events cause its views to change.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Press Release dated August 28, 2023
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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.
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KUBIENT, INC.
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Dated: August 28, 2023
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By:
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/s/ Paul Roberts
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Paul Roberts
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Chief Executive Officer
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