Adomni, Inc. entered into a definitive agreement to acquire Kubient, Inc. (NasdaqCM: KBNT, KBNTW) for $44 million in a reverse merger transaction.
May 23, 2023
Share
Adomni, Inc. entered into a definitive agreement to acquire Kubient, Inc. (NasdaqCM: KBNT, KBNTW) for $44 million in a reverse merger transaction on May 24, 2023. Following the closing of the Merger, the combined company is expected to operate under the name ?Adomni, Inc.? Immediately following the closing of the Merger, the equity holders of Adomni are expected to own approximately 74% of the outstanding common stock of the combined company, and the equity holders of Kubient are expected to own approximately 26% of the outstanding common stock of the combined company. The merger agreement also provides that the equity holders of Adomni may receive additional shares of Kubient equal to 1%, 2% or 5% of the outstanding shares of Kubient on a fully diluted basis following the filing of Kubient?s annual report on Form 10-K for the 2023 fiscal year upon the achievement certain audited net revenue thresholds of Kubient for the 2023 fiscal year. Following the Closing, Jonathan Gudai (?Gudai?) will serve as the combined company?s Chief Executive Officer and Paul Roberts, the Company?s current Chief Executive Officer, will serve as the Company?s Chief Strategy Officer. Additionally, following the Closing, the board of directors of the Company will consist of seven directors and will be comprised of five members designated by Adomni and two members designated by Kubient. Upon termination of the Merger Agreement in certain limited circumstances, a termination fee of $250,000 may be payable by Kubient to Adomni.
The Closing is subject to satisfaction or waiver of certain conditions including, among other things, the required approvals by the parties? stockholders; the closing of a pre-closing financing in which the aggregate proceeds to Adomni are not less than $2,500,000; the shares of Common Stock to be issued in the Merger being approved for listing; the Registration Statement having become effective. The transaction is subject to approval by the board of directors of Kubient and Adomni, Inc. The Merger has been unanimously approved by the board of directors of each company. The transaction is is expected to close in the second half of 2023.
Lake Street Capital Markets LLC is acting as the exclusive financial advisor and Marc Adesso, Peter Chiabotti, Sarah DeFranco , Angelica Fortney, Melissa Koch, Robert Loewy, Palash Pandya, Bryan Reese, Peter Salomon and William Sullivan of Akerman LLP serving as legal counsels to Kubient. Arian Galavis and Matt Oshinsky of Perkins Coie LLP is serving as legal counsel to Adomni. Lake Street Capital Markets, LLC acted as fairness opinion provider to the board of Kubient.
Kubient, Inc. is a technology company. The Company provides Audience Marketplace, a cloud-based software platform for real-time trading of digital, programmatic advertising. Its platform enables advertisers and publishers to transact directly with each other on an open, end-to-end real-time bidding platform for programmatic digital advertising. Its advertising inventory on its platform is available in any channel: desktop, mobile, digital out-of-home, and connected devices; and in any format: video, display, audio, and native. Its fully integrated audience platform provides a fraud-minimized, transparent, independent advertising marketplace that facilitates intelligent decision-making, and automated transaction execution for the programmatic advertising industry. Its platform offers a machine learning fraud prevention solution, extremely low latency times and an audience management platform, which provides omni-channel access into all advertising channels, inventory and ad formats.