{"schema_version":"secwatch.filing_event.v1","accession":"0001880613-26-000050","form_type":"8-K","ticker":"DRCT","cik":"0001880613","company_name":"Direct Digital Holdings, Inc.","filed_at":"2026-04-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.231213+00:00","generated_at":"2026-05-15T03:14:44.993561+00:00","sec_items":["1.01","1.02","3.01","3.03","5.03","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"DRCT enters $50M equity line with Roth, terminates New Circle ELOC, receives Nasdaq delisting notice","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001880613-26-000050","json":"https://secwatch.observer/filing/0001880613-26-000050.json","markdown":"https://secwatch.observer/filing/0001880613-26-000050.md","text":"https://secwatch.observer/filing/0001880613-26-000050.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/drct-20260423.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-15T03:14:44.993561+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7cc7c30017cc68cdeeb67be1608f7e2f914b8c7a","claim":"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)).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","confidence":0.95},{"claim_id":"893d105133c399e41ced32c706741f493667fa1a","claim":"Direct Digital Holdings, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1)).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","confidence":0.9},{"claim_id":"6cd7051078b42bce28ea93782b5b1ce2b72a5bb7","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","confidence":0.9},{"claim_id":"d63aeb40be51fcba3b429b5f9de682ecdb860142","claim":"Direct Digital Holdings, Inc. entered into Common Stock Purchase Agreement with Roth Principal Investments, LLC valued at $50,000,000 (effective 2026-04-28).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001185185-26-002273","ticker":"DGAC","company_name":"DISCIPLINED GROWTH ACQUISITION Corp","filed_at":"2026-06-01T20:15:34+00:00","headline":"Disciplined Growth Acquisition Corp. closes $150M IPO on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002273","json":"https://secwatch.observer/filing/0001185185-26-002273.json","markdown":"https://secwatch.observer/filing/0001185185-26-002273.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/dgac8k052926.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"On May 26, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on May 26, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2111038/000118518526002273/0001185185-26-002273-index.htm"}},{"accession":"0001829126-26-004879","ticker":"SAGU","company_name":"Shreya Acquisition Group","filed_at":"2026-05-11T23:59:59+00:00","headline":"Shreya Acquisition Group closes $110M IPO, 11M units at $10 each on NYSE","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-004879","json":"https://secwatch.observer/filing/0001829126-26-004879.json","markdown":"https://secwatch.observer/filing/0001829126-26-004879.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/shreyaacq_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"On May 6, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2083452/000182912626004879/0001829126-26-004879-index.htm"}},{"accession":"0001213900-26-059270","ticker":"XXI","company_name":"Twenty One Capital, Inc.","filed_at":"2026-05-20T12:49:08+00:00","headline":"Tether International acquires SoftBank's stake in Twenty One Capital; board members resign","event_type":"other_material","sec_items":["1.02","3.01","5.02","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: exchange_compliance_notice","same SEC item: 1.02, 3.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-059270","json":"https://secwatch.observer/filing/0001213900-26-059270.json","markdown":"https://secwatch.observer/filing/0001213900-26-059270.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2070457/000121390026059270/0001213900-26-059270-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2070457/000121390026059270/ea0291071-8k_twenty.htm"},"side_by_side_evidence":{"fact_type":"exchange_compliance_notice","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"o independent directors, the minimum number required during the transition period\nfor compliance with Section 303A.07(a) of the NYSE Listed Company Manual, as provided in Section 303A.00 of the NYSE Listed Company Manual","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2070457/000121390026059270/0001213900-26-059270-index.htm"}},{"accession":"0001213900-26-055912","ticker":"ISPC","company_name":"iSpecimen Inc.","filed_at":"2026-05-13T21:00:25+00:00","headline":"iSpecimen prices $2.5M private placement at $5.12/share; regains Nasdaq minimum bid price compliance","event_type":"other_material","sec_items":["1.01","3.01","3.02","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: exchange_compliance_notice","same SEC item: 1.01, 3.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-055912","json":"https://secwatch.observer/filing/0001213900-26-055912.json","markdown":"https://secwatch.observer/filing/0001213900-26-055912.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1558569/000121390026055912/0001213900-26-055912-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1558569/000121390026055912/ea0290143-8k_ispecimen.htm"},"side_by_side_evidence":{"fact_type":"exchange_compliance_notice","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum\nBid Price Requirement”) for the prior 30 consecutive business days. On May 12, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1558569/000121390026055912/0001213900-26-055912-index.htm"}},{"accession":"0001193125-26-251791","ticker":"KRMN","company_name":"Karman Holdings Inc.","filed_at":"2026-06-01T21:28:29+00:00","headline":"Selling stockholders price upsized secondary offering of 14M shares at $61/share for ~$854M gross proceeds","event_type":"other_material","sec_items":["1.01","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251791","json":"https://secwatch.observer/filing/0001193125-26-251791.json","markdown":"https://secwatch.observer/filing/0001193125-26-251791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/d117104d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm"}},{"accession":"0001493152-26-026603","ticker":"PUBC","company_name":"Purebase Corp","filed_at":"2026-06-01T19:42:27+00:00","headline":"Purebase to receive 20% of net proceeds from CoreTer mining deal; waives corporate opportunities","event_type":"other_material","sec_items":["1.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026603","json":"https://secwatch.observer/filing/0001493152-26-026603.json","markdown":"https://secwatch.observer/filing/0001493152-26-026603.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1575858/000149315226026603/0001493152-26-026603-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1575858/000149315226026603/form8-k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"On May 26, 2026, Purebase Corporation (the “Company”) entered into a binding Memorandum of Understanding (the “MOU”) with CoreTer LLC, a Nevada limited liability company (“CoreTer”), pursuant to which the Company will be entitled to 20% of the net proceeds received by CoreTer under an Exclusive Mining Option and Development Agreement, dated March 19, 2026, between CoreTer and Dexter Mining LLC.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1575858/000149315226026603/0001493152-26-026603-index.htm"}},{"accession":"0001213900-26-062844","ticker":"ADTX","company_name":"Aditxt, Inc.","filed_at":"2026-05-29T20:21:24+00:00","headline":"Aditxt receives Nasdaq deficiency for negative equity; delisting hearing set for June 11","event_type":"other_material","sec_items":["3.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: exchange_compliance_notice","same SEC item: 3.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062844","json":"https://secwatch.observer/filing/0001213900-26-062844.json","markdown":"https://secwatch.observer/filing/0001213900-26-062844.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1726711/000121390026062844/0001213900-26-062844-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1726711/000121390026062844/ea0292786-8k_aditxt.htm"},"side_by_side_evidence":{"fact_type":"exchange_compliance_notice","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"May 27, 2026, Aditxt, Inc. (the “Company”)\nreceived a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market\nLLC (“Nasdaq”) notifying the Company that, based on the stockholders’ equity of $(35,174,386) reported in the Company’s\nQuarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), the Company no longer satisfies the minimum\nstockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)\n(the “Stockholders’ Equity Requirement”). The Letter further","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1726711/000121390026062844/0001213900-26-062844-index.htm"}},{"accession":"0001104659-26-066974","ticker":"LIMN","company_name":"Liminatus Pharma, Inc.","filed_at":"2026-05-27T20:30:41+00:00","headline":"Liminatus Pharma receives Nasdaq delisting notice; appeals filed","event_type":"other_material","sec_items":["3.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: exchange_compliance_notice","same SEC item: 3.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066974","json":"https://secwatch.observer/filing/0001104659-26-066974.json","markdown":"https://secwatch.observer/filing/0001104659-26-066974.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1971387/000110465926066974/0001104659-26-066974-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1971387/000110465926066974/tm2615785d1_8k.htm"},"side_by_side_evidence":{"fact_type":"exchange_compliance_notice","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1880613/000188061326000050/0001880613-26-000050-index.htm","comparable_excerpt":"May 20, 2026, the Company received a notice\nfrom Nasdaq stating that the Company had not regained compliance with the MVLS Rule and the MVPHS Rule. Accordingly, its securities will\nbe delisted from The Nasdaq Global Mark","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1971387/000110465926066974/0001104659-26-066974-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}