KUBIENT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-05-14: Form 8-K/A; Period of report 2024-05-03; Description 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.05.
- 2024-05-08: Form 8-K; Period of report 2024-05-03; Description 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.05.
- 2023-12-05: Form 8-K; Period of report 2023-11-27; Description 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.02.
- 2023-12-05: Form 8-K/A; Period of report 2023-11-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-05-14 | 8-K/A | 2024-05-03 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.05 On May 3, 2024, Kubient, Inc. (the “Company”) implemented an approximately 50% reduction in the Company’s workforce, or two people. 5.02 On May 3, 2024 (the “Separation Date”), as part of the reduction in workforce plan described above in Item 2.05, the Company terminated the employment of Mitchell Berg as Chief Technology Officer of the Company without cause. | ef20029088_8ka.htm |
| 2024-05-08 | 8-K | 2024-05-03 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.05 On May 3, 2024, Kubient, Inc. (the “Company”) implemented an approximately 50% reduction in the Company’s workforce, or two people. 5.02 On May 3, 2024 (the “Separation Date”), as part of the reduction in workforce plan described above in Item 2.05, the Company terminated the employment of Mitchell Berg as Chief Technology Officer of the Company without cause. | ef20028650_8k.htm |
| 2023-12-05 | 8-K | 2023-11-27 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 As previously announced, on May 24, 2023, Kubient, Inc. (“Kubient”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Adomni, Inc., a Delaware corporation (“Adomni”), and ADM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Kubient (“Merger Sub”). 5.02 Effective December 1, 2023, Jeannie Mun, Grainne Coen, and Peter Anthony Bordes, Jr. voluntarily resigned from their positions as members of the Board of Directors (the “Board”) of Kubient, Inc. (the “Company”) and its committees. | ef20016027_8k.htm |
| 2023-12-05 | 8-K/A | 2023-11-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 21, 2023, the Company and Mr. Roberts entered into a separation agreement and general release (the “Separation Agreement”) in connection with Mr. Roberts’ resignation from his positions as Chief Executive Officer, Chief Strategy Officer, and President of the Company on November 2, 2023 (the “Separation Date”). | ef20016033_8ka.htm |
| 2023-11-15 | 8-K | 2023-11-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On November 7, 2023, Kubient, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily delist its common stock and common stock purchase warrants from The Nasdaq Capital Market. 7.01 On November 13, 2023, the Company issued a press release regarding the matters discussed in Item 3.01 above. | ef20014688_8k.htm |
| 2023-11-08 | 8-K | 2023-11-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 2, 2023, Paul Roberts resigned from his positions as Chief Executive Officer, Chief Strategy Officer, and President of Kubient, Inc. (the “Company”). | ef20014339_8k.htm |
| 2023-10-17 | 8-K | 2023-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 22, 2023, the board of directors (the “Board”) of Kubient, Inc. (the “Company”) appointed Elisabeth DeMarse as Interim Chief Executive Officer of the Company. | ef20012654_8k.htm |
| 2023-10-06 | 8-K | 2023-10-02 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.05 On October 2, 2023, Kubient, Inc. (the “Company”) reduced expenses by implementing an approximately 36% reduction in the Company’s workforce, or 4 people. 5.02 On October 2, 2023 (the “Separation Date”), as part of the reduction in workforce plan describer above in Item 2.05, the Company terminated the employment of Leon Zemel as Chief Products Officer of the Company without cause. | ef20012020_8k.htm |
| 2023-09-25 | 8-K | 2023-09-19 | 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 4.01 On September 14, 2023, Marcum LLP (“Marcum”) called Kubient, Inc. (the “Company”), and then subsequently provided a written letter on September 19, 2023 notifying the Company that Marcum is resigning as the Company’s independent registered accounting firm. 4.02 On September 20, 2023, as a result of the two letters received from Marcum, the Board concluded that the Company’s previously issued financial statements as of and for each of years ended December 31, 2020, 2021 and 2022, respectively, and the Company’s quarterly financial statements and Forms 10-Q for the periods ended March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021, June 30, 2021, September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, and March 31, 2023 should no longer be relied upon. 5.02 On September 22, 2023, the Board placed Paul Roberts on paid administrative leave from his positions as Chief Executive Officer, Chief Strategy Officer, and President of the Company pending an internal investigation conducted by outside legal counsel on behalf of a special committee of the Board (the “Special Committee”). | ef20011231_8k.htm |
| 2023-08-28 | 8-K | 2023-08-22 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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. | brhc20058086_8k.htm |
| 2023-06-12 | 8-K | 2023-06-08 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 8, 2023, Kubient, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). | brhc20054289_8k.htm |
| 2023-05-30 | 8-K | 2023-05-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | brhc20053609_8k.htm |
| 2023-05-24 | 8-K | 2023-05-24 | 8.01 Other Events | 8.01 On May 24, 2023, Kubient, Inc. (the “Company”) and Adomni, Inc. (“Adomni”) issued a joint press release announcing the execution of an Agreement and Plan of Merger and Reorganization by and among the Company, Adomni, and ADM Merger Sub, Inc. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein. | brhc20053473_8k.htm |
| 2023-03-31 | 8-K | 2023-03-29 | 2.02 Results of Operations and Financial Condition | 2.02 On March 29, 2023, Kubient, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022, a copy of which is attached as Exhibit 99.1. | brhc10050788_8k.htm |
| 2023-01-13 | 8-K | 2023-01-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 12, 2023, Kubient, Inc. (the “Company”) received a deficiency notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, based upon the closing bid price of the Company’s common stock, par value $0.00001 per share, for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). | brhc10046637_8k.htm |
| 2022-11-14 | 8-K | 2022-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2022, Kubient, Inc. issued a press release announcing its financial results for the three months ended September 30, 2022, a copy of which is attached as Exhibit 99.1. | ny20005885x1_8k.htm |
| 2022-10-21 | 8-K | 2022-10-21 | 8.01 Other Events | 8.01 On October 20, 2022, Kubient, Inc. (the “Company”) entered into a: (i) Transfer Agency and Service Agreement (the “TA Agreement”), (ii) Warrant Agent Agreement (the “Warrant Agent Agreement”), and (iii) Warrant Agreement (the “Warrant Agreement,” and together with the TA Agreement and the Warrant Agent Agreement, the “Computershare Agreements”), with Computershare, Inc. and its affiliate Computershare Trust Company, NA (“Computershare”). | brhc10041948_8k.htm |
| 2022-08-15 | 8-K | 2022-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 On August 15 2022, Kubient, Inc. issued a press release announcing its financial results for the three months ended June 30, 2022, a copy of which is attached as Exhibit 99.1. | brhc10040834_8k.htm |
| 2022-05-25 | 8-K | 2022-05-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 25, 2022, Kubient, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | brhc10038150_8k.htm |
| 2022-03-31 | 8-K | 2022-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2022, Kubient, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2021, a copy of which is attached as Exhibit 99.1. | brhc10035906_8k.htm |
| 2022-02-04 | 8-K/A | 2021-11-30 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | brhc10033455_8ka.htm |
| 2021-12-21 | 8-K | 2021-12-16 | 8.01 Other Events | 8.01 Mr. Paul Roberts has served as our Interim Chief Executive Officer since October 31, 2020. | brhc10032145_form8k.htm |
| 2021-12-03 | 8-K | 2021-11-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the possible private placement offer and sale of the Earnout Shares pursuant to the Purchase Agreement is incorporated herein by reference. 8.01 On November 30, 2021, the Company published a press release announcing the completion of the Acquisition. | brhc10031318_8k.htm |
| 2021-11-29 | 8-K | 2021-11-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 Kubient, Inc. (the “Company”) announced that, effective November 29, 2021, Mitchell Berg has been appointed to serve as its Chief Technology Officer and will report directly to Interim Chief Executive Officer Paul Roberts. 7.01 On November 29, 2021, the Company issued a press release announcing Mr. Medvedev’s resignation and Mr. Berg’s appointment as Chief Technology Officer of the Company. | brhc10031284_8k.htm |
| 2021-11-10 | 8-K | 2021-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2021, Kubient, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2021, a copy of which is attached as Exhibit 99.1. | tm2132540d1_8k.htm |
| 2021-08-17 | 8-K | 2021-08-16 | 2.02 Results of Operations and Financial Condition | 2.02 On August 16, 2021, Kubient, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2021, a copy of which is attached as Exhibit 99.1. | brhc10028137_8k.htm |
| 2021-07-02 | 8-K | 2021-06-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 30, 2021, Kubient, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). | brhc10026571_8k.htm |
| 2021-05-21 | 8-K | 2021-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On May 20, 2021, Christopher H. Smith provided notice of his intention to resign as a member of the Board of Directors (the “Board”) and committees of the Board of Kubient, Inc. (the “Company”). 7.01 On May 21, 2021, the Company issued a press release announcing its 2021 Annual Meeting of Stockholders, which will be conducted exclusively online by remote communication and among other things, includes a proposal for the Company’s stockholders to elect seven directors to serve on the Board until the Company’s 2022 Annual Meeting of Stockholders (or until their earlier death, resignation or removal). | nc10024991x1_8k.htm |
| 2021-03-30 | 8-K | 2021-03-25 | 2.02 Results of Operations and Financial Condition | 2.02 On March 25, 2021, Kubient, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020, a copy of which is attached as Exhibit 99.1. | tm2111393d1_8k.htm |
| 2020-12-28 | 8-K | 2020-12-22 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On December 22, 2020, the Company issued a press release announcing the pricing of the Offering. | tm2039388d1_8k.htm |
| 2020-11-13 | 8-K | 2020-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2020, Kubient, Inc. issued a press release and held a conference call regarding its financial results for the quarter ended September 30, 2020. | tm2032977d3_8k.htm |
| 2020-11-06 | 8-K | 2020-11-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On October 31, 2020, the Board of Directors (the “Board”) of Kubient, Inc. (the “Company’) accepted Peter A. Bordes, Jr.’s resignation from his position as Chief Executive Officer of the Company. 7.01 On November 2, 2020, the Company issued a press release announcing Mr. Bordes’ resignation and Mr. Roberts’ appointment as Interim Chief Executive Officer of the Company. | tm2034971d1_8k.htm |
| 2020-09-23 | 8-K | 2020-09-23 | 2.02 Results of Operations and Financial Condition | 2.02 On September 23, 2020, Kubient, Inc. is issuing a press release and holding a conference call regarding its financial results for the quarter ended June 30, 2020. | tm2031530d1_8k.htm |
| 2020-08-14 | 8-K | 2020-08-14 | 7.01 Regulation FD Disclosure | 7.01 On August 14, 2020, Kubient, Inc. (the “Company”) consummated its initial public offering (“IPO”) of 2,500,000 units (the “Units”) at a price of $5.00 per Unit. | tm2027631d1_8k.htm |
| 2020-08-12 | 8-K | 2020-08-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On August 11, 2020, the Company issued a press release announcing the pricing of the Offering. | tm2027346d1_8k.htm |