Direct Digital Holdings, Inc. (DRCT): Nasdaq/NYSE listing notice — DRCT enters $50M equity line with Roth, terminates New Circle ELOC, receives Nasdaq delisting notice

Direct Digital Holdings, Inc.

Entered Common Stock Purchase Agreement with Roth Principal Investments LLC to sell up to $50M of Class A common stock at a fixed 8% discount to VWAP.
Terminated the prior $100M equity line of credit with New Circle Principal Investments LLC effective April 23, 2026.
Received Additional Staff Delisting Determination from Nasdaq for non-compliance with Bid Price Rule (minimum $1.00) on April 23, 2026; hearing scheduled May 12.
Effected a 4-for-1 reverse stock split of Class A and Class B common stock effective April 27, 2026.
Paid Roth $25,000 structuring fee and agreed to reimburse up to $75,000 in legal fees plus $7,500 per quarter for due diligence.

item 1.01 item 1.02 item 3.01 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Direct Digital Holdings, Inc. issued up to $50,000,000 of newly issued shares of the Company's Class A common stock of common stock to Roth Principal Investments, LLC for cash at discount to VWAP (8.0% discount for Market Open and Intraday Purchases).

Security: common stock
Shares: up to $50,000,000 of newly issued shares of the Company's Class A common stock
Purchaser: Roth Principal Investments, LLC
Consideration: cash at discount to VWAP (8.0% discount for Market Open and Intraday Purchases)

Exact text from the filing

Market during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 8.0% discount to the VWAP for such Market Open Purchase Valuation Period. In addition to the Market Open Purchases described above, after the Commencement, the Company will also have

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.95

Direct Digital Holdings, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A), 5815(d)(4)(A)).

Exchange: nasdaq
Notice: delisting notice
Deficiency: minimum bid price
Rules: 5550(a)(2), 5810(c)(3)(A), 5815(d)(4)(A)

Exact text from the filing

April 23, 2026, the Company received an Additional Staff Delisting Determination Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it is not in comp

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Direct Digital Holdings, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).

Exchange: nasdaq
Notice: delisting notice
Deficiency: stockholders equity
Rules: 5550(b)(1)

Exact text from the filing

April 2, 2026, notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “ Stockholders’ Equity Rule ”). In response thereto, the Company requested and was granted a hearing before the N

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Direct Digital Holdings, Inc.: Effected a 4-to-1 reverse stock split via Certificate of Amendment to Amended and Restated Certificate of Incorporation (effective 2026-04-27).

Change: charter amendment
Effective: 2026-04-27

Exact text from the filing

On April 23, 2026, the Company filed a Certificate of Amendment (the “ Amendment ”) to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 4-to-1 reverse stock split (the “ Reverse Stock Split ”) of the Company’s shares of Class A Common Stock and Class B common stock, $0.001 par value.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Direct Digital Holdings, Inc. entered into Common Stock Purchase Agreement with Roth Principal Investments, LLC valued at $50,000,000 (effective 2026-04-28).

Action: entry
Agreement: equity purchase
Counterparty: Roth Principal Investments, LLC
Value: $50,000,000
Effective: 2026-04-28

Exact text from the filing

On April 28, 2026, Direct Digital Holdings, Inc. (the “ Company ”) entered into a Common Stock Purchase Agreement (the “ Purchase Agreement ”) and a related Registration Rights Agreement (the “ Registration Rights Agreement ”), each dated as of April 28, 2026, with Roth Principal Investments, LLC (“ Roth Principal Investments ”).

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Direct Digital Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001880613-26-000050

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