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): November 9, 2022

Direct Digital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (832) 402-1051

(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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

On November 9, 2022, Colossus Media, LLC (“Colossus”), a wholly owned subsidiary of Direct Digital Holdings, Inc., entered into that certain Exclusive License and Sale Agreement (the “License Agreement”), by and between Colossus and SmartyAds, Inc. (“SmartyAds”), pursuant to which SmartyAds provided an exclusive license to Colossus for the use, development and improvement of certain technology related to the fully functional, standalone, independently functioning, Supply-Side Platform currently being operated by Colossus under the trademarked banner of Colossus SSP, for a one-time license fee of $500,000, excluding fees for technical transfer, support, or maintenance services. Colossus is restricted under the License Agreement from (i) providing access to the licensed technology to any third party other than its consultants, service providers or other representatives operating under a confidentiality obligation, (ii) selling, sublicensing or disposing in any other manner the licensed technology and (iii) creating or developing new products based on the licensed technology. The License Agreement contains customary representations, warranties and covenants between the parties, customary conditions to closing, indemnification obligations of Colossus and SmartyAds, and other obligations of the parties and termination provisions.

The foregoing description of the License Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

(d) Exhibits

SIGNATURE

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.