UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2023
KUBIENT, INC.
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
|
001-37875
|
|
82-1808844
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
500 7th Avenue, 8th Floor
New York, New York
|
|
10018
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
(800) 409-9456
|
|
(Registrant’s Telephone Number, Including Area Code)
|
(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:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock
|
|
KBNT
|
|
Nasdaq
|
|
Common Stock Purchase Warrants
|
|
KBNTW
|
|
Nasdaq
|
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. ☐
Press Release
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. The press release is attached hereto as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed merger; the combined company’s listing on The Nasdaq Capital Market after
closing of the proposed merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the
closing of the proposed merger and cash runway of the combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the location of the combined company’s corporate headquarters; and other
statements that are not historical fact. All statements other than statements of historical fact contained in this press release are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and
were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors
or circumstances that are beyond The Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the
conditions to the closing of the proposed merger are not satisfied, including the failure to timely obtain shareholder approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed merger and the
ability of each of the Company and Adomni to consummate the proposed merger; (iii) risks related to the Company’s ability to manage its operating expenses and its expenses associated with the proposed merger pending closing; (iv) risks related to
the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed merger; (v) the risk that as a result of adjustments to the exchange ratio, the Company stockholders and
Adomni stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of the Company’s stock relative to the exchange ratio; (vii) unexpected costs, charges or expenses resulting
from the transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; (ix) the uncertainties associated with Adomni’s platform and technologies; (x) risks
related to the inability of the combined company to obtain sufficient additional capital to continue to advance Adomni’s platform and technologies; and (xi) risks associated with the possible failure to realize certain anticipated benefits of the
proposed merger, including with respect to future financial and operating results, among others. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks
and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in The Company’s Registration Statement on Form S-1 filed
with the SEC on December 21, 2020, and in other filings that the Company makes and will make with the SEC in connection with the proposed merger, including the Proxy Statement described above under “Additional Information about the Proposed Merger
and Where to Find It.” You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. The Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such
statements are based.
Important Additional Information Will be Filed with the SEC
This communication relates to the proposed merger transaction involving the Company and Adomni and may be deemed to be solicitation material in respect of the proposed
merger transaction. In connection with the proposed merger transaction, the Company will file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement (the “Proxy Statement”) and
prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that The Company may file with the SEC and or send to The Company’s stockholders in connection with the proposed merger transaction.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by The Company
with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will also be available free of charge on The Company’s website at www.kubient.com, or by contacting the Company
Investor Relations at kubient@gatewayir.com. The Company, Adomni and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders with respect to
the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in its proxy statement on Schedule 14A for its 2023 annual meeting of stockholders, filed with the SEC on
April 26, 2023 and its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 30, 2023. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a
description of their direct and indirect interests, which may differ from the interests of the Company’s stockholders generally, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when
they become available.
Participants in the Solicitation
The Company and Adomni, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to
be participants in the solicitation of proxies in connection with the proposed transaction. Information about the Company’s directors and executive officers is included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2022, filed with the SEC on March 30, 2023, and the proxy statement for the Company’s 2023 annual meeting of stockholders, filed with the SEC on April 26, 2023. Additional information regarding these persons and their interests in the transaction
will be included in the proxy statement relating to the transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This report will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed
merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit
Number
|
|
Description
|
| |
|
|
|
|
Joint Press Release of the Company and Adomni, dated May 24, 2023.
|
SIGNATURES
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.
| |
KUBIENT, INC.
|
| |
|
|
|
Dated: May 24, 2023
|
By:
|
/s/ Paul Roberts
|
|
| |
|
Paul Roberts
|
| |
|
Chief Executive Officer
|