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
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☐ |
Accelerated filer
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☐ |
Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
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, par value $0.00001 per share
|
1,500,000
|
$
|
5.04
|
$
|
7,560,000
|
$
|
824.80
|
(1) |
Represents 1,500,000 shares of common stock, par value $0.00001 per share of Kubient, Inc. (the “Company”), issuable under the Kubient, Inc. 2021 Equity Incentive Plan (the “Plan”) as of the date the
Company’s stockholders approved the Plan. In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this 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 July 7, 2021.
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Item 3. |
Incorporation of Documents by Reference.
|
|
•
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Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 30, 2021.
|
• |
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 14, 2021.
|
• |
Proxy Statement on Schedule 14A filed on May 21, 2021.
|
• |
Current Reports on Form 8-K, filed on March 30, 2021, May 21, 2021, and July 2, 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.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
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
|
|||||||||
Kubient, Inc. 2021 Equity Incentive Plan
|
8-K |
7/2/2021 |
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)
|
X
|
Item 9. |
Undertakings.
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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
|
July 8, 2021
|
||
Paul Roberts
|
(Principal Executive Officer)
|
|||
/s/ Joshua Weiss
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Chief Financial Officer
|
July 8, 2021
|
||
Joshua Weiss
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(Principal Financial and Accounting Officer)
|
|||
/s/ Jonathan Bond
|
Director
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July 8, 2021
|
||
Jonathan Bond
|
||||
/s/ Peter A. Bordes, Jr.
|
Director
|
July 8, 2021
|
||
Peter A. Bordes, Jr.
|
||||
/s/ Grainne Coen
|
Director
|
July 8, 2021
|
||
Grainne Coen
|
||||
/s/ Elisabeth DeMarse
|
Director
|
July 8, 2021
|
||
Elisabeth DeMarse
|
||||
/s/ Lawrence Harris
|
Director
|
July 8, 2021
|
||
Lawrence Harris
|
||||
/s/ Jeannie Mun
|
Director
|
July 8, 2021
|
||
Jeannie Mun
|