Delaware
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82-1808844
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S Employer Identification No.)
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Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
Emerging growth company
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☒ |
Title of Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed
Maximum
Offering Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee
|
Common Stock, $0.00001 par value per share to be issued under the Kubient, Inc. 2017 Equity Incentive Plan
|
264,861
|
$5.29
|
$1,401,115
|
$152.86
|
TOTAL:
|
264,861
|
1,401,115
|
$152.86
|
(1)
|
Represents 264,861 shares of common stock, par value $0.00001 per share (“Common Stock”), of Kubient, Inc. (the “Company”) issuable under the Kubient, Inc. 2017 Equity Incentive Plan, as amended and
restated on October 2, 2019 (the “Plan”), as follows: 167,600 shares of Common Stock reserved for issuance under the Plan, plus up to 97,261 shares of Common Stock issuable upon exercise of options outstanding under the Plan as of the
date of this registration statement. In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (“Registration Statement”) shall also cover any additional shares of
common stock which become issuable under the Plan by reason of any stock dividend, stock split, or similar transaction.
|
(2)
|
Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule
457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities as reported on The Nasdaq Capital Market on June 10, 2021.
|
Item 3.
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Incorporation of Documents by Reference.
|
|
●
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 14, 2021.
|
|
●
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Proxy Statement on Schedule 14A filed on May 21, 2021.
|
|
●
|
Current Reports on Form 8-K, filed on March 30, 2021, and May 21, 2021 (other than documents or portions of those documents deemed to be furnished but not filed).
|
|
●
|
The description of common stock contained in our registration statement on Form 8-A, filed under Section 12
of the Exchange Act on August 11, 2020, including any subsequently filed amendments and reports updating such description.
|
Item 4.
|
Description of Securities.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6.
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Indemnification of Directors and Officers.
|
Item 7.
|
Exemption from Registration Claimed.
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Item 8.
|
Exhibits.
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Filed
Herewith
|
|||||||||||||
Form
|
Filing Date
|
Exhibit
Number |
||||||||||||||
Amended and Restated Certificate of Incorporation of Kubient, Inc.
|
S-1A
|
8/6/2020
|
3.1
|
|||||||||||||
Certificate of Correction to the Amended and Restated Certificate of Incorporation of Kubient, Inc.
|
S-1A
|
8/7/2020
|
3.2
|
|||||||||||||
Amended and Restated Bylaws of Kubient, Inc.
|
S-1A
|
7/30/2020
|
3.3
|
|||||||||||||
Opinion of Saul Ewing Arnstein & Lehr, LLP
|
X
|
|||||||||||||||
Amended and Restated Kubient, Inc. Incentive Stock Plan dated October 2, 2019
|
DRS
|
11/26/2019
|
10.1
|
|||||||||||||
Consent of Saul Ewing Arnstein & Lehr, LLP (included in Exhibit 5.1)
|
X
|
|||||||||||||||
Consent of Marcum LLP
|
X
|
|||||||||||||||
Power of Attorney (included on the signature page of this registration statement)
|
Item 9.
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Undertakings.
|
KUBIENT, INC.
|
||
By:
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/s/ Paul Roberts
|
|
Paul Roberts
|
||
Interim Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Paul Roberts
|
Interim Chief Executive Officer, Chief Strategy Officer, President, and Chairman
|
June 14, 2021
|
||
Paul Roberts
|
(Principal Executive Officer)
|
|||
/s/ Joshua Weiss
|
Chief Financial Officer
|
June 14, 2021
|
||
Joshua Weiss
|
(Principal Financial and Accounting Officer)
|
|||
/s/ Peter A. Bordes, Jr.
|
Director
|
June 14, 2021
|
||
Peter A. Bordes, Jr.
|
||||
/s/ Grainne Coen
|
Director
|
June 14, 2021
|
||
Grainne Coen
|
||||
/s/ Elisabeth DeMarse
|
Director
|
June 14, 2021
|
||
Elisabeth DeMarse
|
||||
/s/ Jeannie Mun
|
Director
|
June 14, 2021
|
||
Jeannie Mun
|