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): ~~August~~September 2219, 2023

KUBIENT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39441		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. ☐

Item 34.01. ~~Notice~~Changes ofin ~~Delisting~~Registrant’s orCertifying ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Accountant.

On ~~August~~September 1514, 2023, Marcum LLP (“Marcum”) called Kubient, Inc. (the “Company”), ~~filed~~and athen ~~Notification~~subsequently ofprovided ~~Late~~a ~~Filing~~written letter on ~~Form~~September ~~12b-25~~19, ~~indicating,~~2023 ~~among~~notifying ~~other~~the ~~things,~~Company that Marcum is resigning as the ~~filing~~Company’s ofindependent ~~its~~registered ~~Quarterly Report~~accounting onfirm. ~~Form~~Marcum’s ~~10-Q~~letter ~~for~~stated ~~the~~that ~~quarter~~Marcum ~~ended~~is ~~June~~withdrawing ~~30,~~its ~~2023~~reports ~~(the~~dated ~~“Form~~March ~~10-Q”)~~29, ~~would~~2021, beMarch ~~delayed~~30, ~~principally~~2022, ~~due~~and toMarch 30, 2023, respectively, on the Company’s ~~auditor~~financial ~~having~~statements ~~not~~as ~~completed~~of ~~their~~and ~~review~~for each of years ended December 31, 2020, 2021 and 2022, respectively, included in the Company’s annual reports on Form 10-QK for the ~~period~~years ended ~~June~~December 3031, ~~2023~~2020, 2021 and 2022, respectively.

~~Because~~On ~~of the~~September ~~delayed~~20, ~~filing~~2023, ofMarcum ~~the~~sent ~~Form~~a ~~10-Q~~second, ~~with~~amended letter to the ~~United~~Company ~~States~~notifying ~~Securities~~the Company that Marcum is withdrawing its reports dated March 29, 2021, March 30, 2022, and ~~Exchange~~March ~~Commission~~30, ~~(the~~2023, ~~“SEC”)~~respectively, on the Company’s ~~received~~financial astatements ~~letter~~as ~~from~~of ~~the~~and ~~Listing Qualifications~~for ~~Staff~~each of ~~The~~years ~~Nasdaq~~ended ~~Stock~~December ~~Market~~31, ~~LLC~~2020, ~~(“Nasdaq”)~~2021 ~~indicating~~and ~~that~~2022, respectively, included in the Company’s isannual ~~not~~reports inon ~~compliance~~Form 10-K for the years ended December 31, 2020, 2021 and 2022, respectively. Additionally, Marcum declined to be associated with the ~~filing~~Company’s ~~requirements~~quarterly financial statements and Forms 10-Q for ~~continued~~the ~~listing~~periods ~~under~~ended ~~Nasdaq~~March ~~Listing~~31, ~~Rule~~2020, ~~5250(c)(1)~~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.

The ~~Nasdaq~~board ~~notification~~of ~~letter~~directors ~~notes~~of ~~that under Nasdaq rules,~~ the Company ~~has~~(the 60“Board”) ~~calendar~~accepted ~~days,~~and orapproved ~~until October 21, 2023, to submit a plan to regain compliance with Nasdaq rules. If Nasdaq accepts the Company~~Marcum’s ~~plan,~~resignation ~~then~~on ~~Nasdaq~~September ~~may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until February~~ 20, ~~2024, to regain compliance~~2023.

~~The~~Marcum’s ~~Company~~reports ~~continues~~on tothe ~~work~~financial ~~diligently~~statements ~~with~~for ~~its~~the ~~auditor~~years ended December 31, 2020, 2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to ~~complete~~uncertainty, audit scope, or accounting principles. During the ~~Form~~years ~~10-Q~~ended December 31, 2020, 2021 and if2022, ~~necessary~~the three months ended March 31, ~~will~~2023 ~~submit~~and athe ~~plan~~subsequent toperiod through ~~regain~~the ~~compliance~~date of dismissal, there were no disagreements with ~~Nasdaq’~~Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), ~~filing~~if not resolved to the satisfaction of ~~requirements~~ Marcum, ~~within~~would have caused it to make reference to the 60subject ~~day~~matter ~~deadline~~of the disagreement(s) in connection with its report. ~~However~~Additionally, ~~the~~during ~~Company~~this ~~cannot~~time ~~currently~~period, ~~estimate~~there ~~the~~were ~~filing~~no ~~date~~reportable events as described in Item 304(a)(v) of Regulation S-K other than (i) the communication by Marcum of material weaknesses in our internal controls over financial reporting, as described in Item 9A of our Form 10-QK for the years ended December 31, 2020 and 2021, and (ii) that information has come to Marcum’s attention that, if further investigated, may cause it to be unwilling to rely on management’s representations or be associated with the Company’s financial statements.

~~The~~Item ~~Company~~4.02 ~~issued~~Non-reliance ~~a press release~~ on ~~August~~Previously ~~28,~~Issued ~~2023,~~Financial ~~disclosing~~Statements ~~the~~or ~~receipt of the Nasdaq notification letter,~~ a ~~copy~~Related ofAudit ~~which~~Report isor ~~attached~~Completed asInterim ~~exhibit 99~~Review.~~1 and furnished herewith.~~

~~This~~On ~~Current~~September ~~Report~~20, on2023, ~~Form~~as ~~8-K~~a ~~(“Form~~result ~~8-K”) contains forward-looking statements within the meaning~~ of the ~~Private~~two ~~Securities~~letters ~~Litigation~~received ~~Reform~~from ~~Act~~Marcum, ofthe ~~1995.~~Board ~~The Company~~concluded ~~intends~~that ~~such forward-looking statements to be covered by~~ the ~~safe~~Company’s ~~harbor~~previously issued ~~provisions~~financial ~~for forward-looking~~ statements ~~contained~~as ~~in Section 27A~~ of ~~the Securities Act of 1933, as amended~~ and ~~Section~~for ~~21E~~each of ~~the~~years ~~Securities~~ended ~~Exchange~~December ~~Act of 1934~~31, as ~~amended. Such statements are based upon current plans~~2020, ~~estimates~~2021 and ~~expectations~~2022, ofrespectively, ~~management that are subject to various risks~~ and ~~uncertainties~~the ~~that~~Company’s ~~could~~quarterly ~~cause~~financial ~~actual results to differ materially from such~~ statements. ~~The~~and ~~inclusion~~Forms ~~of forward~~10-~~looking~~Q ~~statements~~for ~~should~~the ~~not~~periods beended ~~regarded~~March ~~as a representation that such plans~~31, ~~estimates and expectations will be achieved. Words such as “anticipate~~2020,” ~~“expect,”~~June ~~“project~~30,” ~~“intend~~2020,” ~~“believe,”~~September ~~“may~~30,” ~~“will~~2020,~~” “should,” “plan,” “could,”~~ ~~“may,”~~ March ~~“continue~~31,” ~~“target~~2021,” ~~“contemplate,”~~June ~~“estimate~~30,” ~~“forecast~~2021,” ~~“guidance,”~~September ~~“predict~~30,” ~~“possible~~2021,” ~~“potential,”~~March ~~“pursue~~31,” ~~“likely~~2022,” ~~and~~June ~~the negative of these terms and similar expressions are intended to identify forward-looking statements~~30, ~~though~~ not all forward-looking statements use these words or expressions. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected2022, ~~including,~~September ~~but not limited to~~30, risks related to the Company’s ability to work with its auditor to complete the Form 10-Q filing; and other important factors discussed in the Company’s Registration Statement on Form S-1 filed with the SEC on December 212022, ~~2020,~~ and ~~that~~March are further updated from time to time in the Company’s other filings with the SEC. Readers are urged to consider these factors carefully and in the totality of the circumstances when evaluating these forward-looking statements31, ~~and~~2023 ~~not~~should tono ~~place~~longer undue reliance on any of them. Any such forward-looking statements represent management’s reasonable estimates and beliefs as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, other than as may be ~~required~~relied ~~by law, even if subsequent events cause its views to change~~upon.

~~Item~~The 9exact quantitative impact of Marcum’s resignation on the Company’s financial statements is still being determined and will be disclosed in more detail in the Company’s future reports filed with the U.01S. ~~Financial~~Securities ~~Statements~~ and ~~Exhibits~~Exchange Commission (“SEC”). As applicable, the Company would file a comprehensive annual report on Form 10-K containing any restated financial statements as soon as reasonably practicable. The Company is actively seeking a new auditor as a result of Marcum’s resignation.

The Company provided Marcum with a copy of the foregoing disclosures prior to filing this Current Report on Form 8-K with the SEC and requested that Marcum furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of the letter furnished by Marcum in response to that request is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

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”). Mr. Roberts also resigned from his position as Chairman and member of the Board pending the internal investigation. The Board accepted Mr. Robert’s resignation effective as of September 22, 2023.

During Mr. Robert’s absence, Elisabeth DeMarse, who will remain as a member of the Board, will also serve as Interim Chief Executive Officer and President of the Company. The Company plans on entering into a written agreement with Ms. DeMarse with regard to her service as Interim Chief Executive Officer and President of the Company, and will file a Current Report on Form 8-K when the terms and conditions of such agreement have been determined. Information concerning Ms. DeMarse can be found, and is incorporated by reference into this Item 5.02, in the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 26, 2023.

As a result of her appointment as Interim Chief Executive Officer and President, on September 22, 2023, Ms. DeMarse resigned from her positions as a member of the Board’s Audit, Compensation, and Nominating, Corporate Governance, and Special Committees. Ms. DeMarse also resigned as Chairperson of the Board’s Nominating and Corporate Governance Committee. The Board accepted Ms. DeMarse’s resignations effective as of September 25, 2023. Ms. DeMarse’s resignations were not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

In order to fill the vacancies created by Mr. Roberts’ and Ms. DeMarse’s resignations, on September 25, 2023, the Board appointed Lawrence Harris as a member of the Board, Chairman of the Nominating and Corporate Governance Committee, as well as a member of the Board’s Audit, Compensation, Nominating and Corporate Governance, and Special Committees.

Lawrence Harris

Lawrence Harris was a member of our board of directors from June 2021 to June 2023, and rejoined our board of directors on September 25, 2023. As the Founder and Chief Executive Officer of Alpha Precision Media, an adtech company that leverages Amazon’s data and technology to build brand value and turbocharge sales that was founded in August 2020, Mr. Harris is seeking to cement his place as a global leader in the advertising technology industry. From September 2019 to the present, Mr. Harris has also acted as the Managing Partner of Glarris Consulting LLC, which provides strategic advisory services to companies, organizations and startups. From October 2016 to December 2019, Mr. Harris served as the Chief Executive Officer of Sightly, a performance video advertising firm. Prior to that time, from July 2007 to June 2010, Mr. Harris was the co-founder and Chief Executive Officer of Ansible Mobile, an Interpublic Group mobile marketing company. From March 2015 to June 2016, he was the Chief Strategy Officer at Kiosked, a publisher of digital advertising, and from February 2012 to November 2014, he was the Chief Marketing Officer of PubMatic, Inc. (NASDAQ:PUBM), an advertising technology company. He has also served as an advisor to a number of companies in the advertising technology industry, including SafeGuard Privacy, Qntfy, Reset Digital, and Thunder11. Mr. Harris holds a Bachelor of Arts from Harvard University.

There are no arrangements or understandings between Mr. Harris and any other persons pursuant to which he was appointed. There are no family relationships between Mr. Harris and any director or executive officer of the Company, and Mr. Harris does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Upon joining the Board, Mr. Harris will be entitled to a pro rated portion of the compensation paid to all non-employee members of the Board. Under the Company’s 2022 Non-Employee Director Policy, as amended, on the close of business on the date of each annual shareholders meeting of the Company, each non-employee director then in office shall receive an award of restricted stock that has an aggregate fair value on the date of such annual meeting of $25,000 (as determined based on the average trading price of the shares of common stock for the ten consecutive trading days immediately preceding the date of grant and with the number of shares of common stock of the Company underlying such award subject to adjustment as provided in the Company’s 2021 Equity Incentive Plan). In addition, each non-employee director shall receive an annual cash retainer of $50,000 (paid quarterly) for their service on the Board. In addition, Mr. Harris will be entitled to a pro rated portion of the $8,000 annual cash retainer paid for service as chairperson of the Board’s Nominating and Corporate Governance Committee.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit No.		Description
99.1		Press Release dated August 28, 2023
16.1		Letter from Marcum LLP, dated September 25, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 28, 2023	By:	/s/ Paul Roberts
Dated: September 25, 2023	By:	/s/ Elisabeth DeMarse
		Paul Roberts
		Elisabeth DeMarse
		Chief Executive Officer
		Interim Chief Executive Officer

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