---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-050575"
form_type: "8-K"
ticker: "DRCT"
cik: "0001880613"
company_name: "Direct Digital Holdings, Inc."
filed_at: "2024-04-23T23:59:59+00:00"
generated_at: "2026-06-03T12:25:49.146287+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Direct Digital Holdings receives Nasdaq non-compliance notice; auditor Marcum resigns

## Summary
- Received Nasdaq notice on April 17, 2024 for late filing of 2023 Form 10-K; has until June 16, 2024 to submit compliance plan.
- Auditor Marcum LLP resigned effective April 17, 2024; no disagreements but notes previously disclosed material weakness in revenue controls.
- Nasdaq may grant up to October 14, 2024 to file 10-K if compliance plan accepted; trading continues under 'DRCT'.
- Company actively seeking new independent auditor to complete the audit and file Form 10-K.

## SEC filing metadata
- accession: 0001104659-24-050575
- form_type: 8-K
- ticker: DRCT
- cik: 0001880613
- company_name: Direct Digital Holdings, Inc.
- filed_at: 2024-04-23T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 3.01, 4.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1880613/000110465924050575/0001104659-24-050575-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1880613/000110465924050575/tm249764d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-050575
- JSON: https://secwatch.observer/filing/0001104659-24-050575.json
- Plain text: https://secwatch.observer/filing/0001104659-24-050575.txt

## Key facts
- Auditor Changes
  Marcum LLP resigned as auditor of Direct Digital Holdings, Inc..
  - Action: resignation
  - Auditor: Marcum LLP
  source text: On April 17, 2024, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, notified the Company and the Audit Committee of the Company’s board of directors (the “Audit Committee”) of Marcum’s decision to resign as the independent registered public accounting firm of the Company, effective immediately. Although their audit was not designed to identify or detect violations of law or fraud, Marcum’s resignation was not a result of any violation of law or fraud of the Company identified during its audit
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880613/000110465924050575/0001104659-24-050575-index.htm
- Listing & Compliance Notices
  Direct Digital Holdings, Inc. received a nasdaq noncompliance notice notice regarding late filing (rules 5250(c)(1)).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Deficiency: late filing
  - Rules: 5250(c)(1)
  source text: April 17, 2024, Direct Digital Holdings, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) by the applicable due date, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880613/000110465924050575/0001104659-24-050575-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.