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~~May 273, ~~2023~~2024

KUBIENT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-~~39441~~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	OTC Expert Market
Common Stock Purchase Warrants	KBNTW	OTC Expert Market

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 12.0205 ~~Termination~~Costs ofAssociated ~~Material~~with ~~Definitive~~Exit ~~Agreement~~or Disposal Activities.

AsOn ~~previously announced, on~~ May 243, ~~2023~~2024, Kubient, Inc. (the “~~Kubient~~Company”) ~~entered~~implemented ~~into~~ an ~~Agreement~~approximately ~~and~~50% ~~Plan~~reduction ofin ~~Merger~~the ~~and~~Company’s ~~Reorganization~~workforce, ~~(the~~or ~~“Merger~~two people. ~~Agreement”)~~The ~~with~~reduction ~~Adomni,~~in ~~Inc.,~~workforce ais ~~Delaware~~intended ~~corporation~~to ~~(“Adomni”),~~reduce ~~and~~the ~~ADM~~Company’s ~~Merger~~operating ~~Sub,~~costs ~~Inc.,~~in aconnection ~~Delaware~~with ~~corporation~~the ~~and~~potential ~~wholly~~wind-down ~~owned subsidiary~~ of ~~Kubient~~the ~~(“Merger~~Company’s ~~Sub”)~~business.

OnThe ~~November~~Company ~~27,~~expects ~~2023,~~to ~~Kubient~~recognize ~~delivered~~restructuring tocharges ~~Adomni~~in ~~written~~connection ~~notice~~with (the ~~“Termination~~workforce ~~Notice)~~reduction ofplan ~~its~~with ~~election~~respect to ~~terminate the Merger Agreement, pursuant~~severance topayments ~~Section~~and 9benefits.~~1(k)~~ ~~thereof.~~Severance ~~Section~~and ~~9.1(k)~~benefit ofcontinuation ~~the~~charges ~~Merger~~are ~~Agreement~~estimated ~~provides~~to ~~that the Merger Agreement may~~ be ~~terminated~~approximately by$[●] ~~Kubient~~and ifare ~~the~~expected ~~Company~~to ~~Audited~~be ~~Financial~~recognized ~~Statements,~~primarily ~~as such term is defined~~ in the ~~Merger~~[●] ~~Agreement,~~quarter ~~have not been provided by Adomni to Kubient on or prior to the four (4) month anniversary~~ of ~~the date of the Merger Agreement~~2024. The ~~Merger~~Company ~~Agreement~~expects ~~was~~the ~~terminated~~organizational inchange ~~accordance~~will ~~with~~reduce ~~its~~current annualized ~~terms,~~payroll ~~effective~~and ~~November~~benefit ~~27,~~expenses ~~2023~~by approximately $[●].

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2023, which is incorporated by reference herein.

Item 5.02

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

~~Effective~~On ~~December~~May 13, ~~2023,~~2024 ~~Jeannie~~(the ~~Mun,~~“Separation ~~Grainne Coen~~Date”), ~~and Peter Anthony Bordes, Jr. voluntarily resigned from their positions~~ as ~~members~~part of the ~~Board of~~reduction ~~Directors~~in ~~(the~~workforce ~~“Board”)~~plan ofdescribed ~~Kubient,~~above ~~Inc~~in Item 2.05, (the “Company”) ~~and~~terminated ~~its~~the employment ~~committees. The resignations~~ of ~~Ms.~~Mitchell ~~Mun,~~Berg ~~Ms.~~as ~~Coen~~Chief ~~and~~Technology ~~Mr.~~Officer ~~Bordes~~of ~~did not result from any known disagreements with~~ the Company onwithout ~~any matter relating to the Company’s operations, policies, or practices~~cause.

In ~~order~~connection with Mr. Berg’s departure, the Company plans to ~~fill~~enter into a separation agreement and general release (the ~~vacancies~~“Separation ~~created~~Agreement”) with byMr. Berg that will include the ~~aforementioned~~severance ~~resignations,~~payments ~~also~~and ~~effective~~other ~~December~~benefits 1,to ~~2023,~~which Mr. Berg is entitled pursuant to his current employment agreement with the ~~Board~~Company. ~~appointed~~Pursuant ~~Lawrence~~to ~~Harris~~the proposed Separation Agreement, anMr. Berg will receive severance ~~existing~~equal ~~member~~to six months of Mr. Berg’s base salary in effect on the ~~Board~~Separation Date, toin ~~serve~~the astotal ~~chair~~gross amount of $150,000, less applicable taxes and withholdings, and reimbursement of COBRA premiums for healthcare insurance coverage for up to six months to the ~~Board~~extent Mr. Berg is eligible for and elects COBRA coverage. The Company’s ~~audit~~proposed ~~committee,~~Separation ~~compensation~~Agreement ~~committee,~~also ~~nominating~~contains ~~and~~a ~~corporate~~general ~~governance~~release ~~committee~~of claims by Mr. Berg, ~~and~~as ~~special~~well ~~committee~~as a customary cooperation clause in order to ensure a smooth transition after Mr. Berg’s departure.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements Disclaimer

The disclosure contained in this Current Report on Form 8-K contains forward-looking statements concerning the expected charges and costs associated with the reduction in workforce as well as the Company’s strategic initiatives plans. These forward-looking statements involve risks and uncertainties. Facts that could cause actual results to differ materially from the statements included in this Current Report on Form 8-K include difficulties encountered in implementing the planned workforce reductions such as litigation or other claims arising out of the reduction. Further information on potential factors that could affect the Company’s future financial results are included in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 21, 2020.

Item 9.01.

Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
10.1		Separation Agreement and General Release with Mitchell Berg
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: December 5, 2023	By:	/s/ Elisabeth DeMarse
Dated: May 8, 2024	By:	/s/ Elisabeth DeMarse
		Elisabeth DeMarse Interim Chief Executive Officer

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