Form 8-K - Current report

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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 20, 2024

 

 

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40464	80-0814458
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Park Ave, 33rd Floor
New York, New York				10016
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 967-5055

 

(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
Class A common stock, par value $0.001 per share		ZETA		The New York Stock Exchange

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. ☐

 

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Item 7.01 Regulation FD Disclosure.

On November 20, 2024, Zeta Global Holdings Corp. issued the press releases attached hereto as Exhibits 99.1 and 99.2, which are incorporated herein by reference.

 

The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Zeta Audit Committee Review Press Release, dated November 20, 2024
99.2		Zeta Response Press Release, dated November 20, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL)

 

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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.

			Zeta Global Holdings Corp.
Date:	November 20, 2024	By:	/s/ Christopher Greiner
			Christopher Greiner Chief Financial Officer

 

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Exhibit 99.1

Forensic Review Finds Zeta Global Practices Sound and Financial Statements Accurate

Internal and External Reviews Show Company Does Not Engage in Misleading Practices

Confirms “Report” Claims are False

NEW YORK – November 20, 2024 – Zeta Global (NYSE: ZETA), the AI-Powered Marketing Cloud, today announced a previously completed forensic review found its practices sound and financial statements accurate, debunking claims made about Zeta Global in a recently published false and misleading “report.”

In response to the false and misleading allegations in that “report,” Zeta is now disclosing the forensic review conducted in 2022 and 2023.

The Audit Committee of Zeta’s Board of Directors oversaw the review after learning of a federal investigation into a company, Kubient, Inc., with which Zeta did business before Zeta went public in 2021. Zeta retained Latham & Watkins LLP and external forensic accountants to review contractual arrangements in which Zeta acts as a vendor and a customer.

The review supported Zeta’s conclusion that its financial statements are accurate and fairly presented Zeta’s financial condition and operating results in all material respects. The review also supported Zeta’s conclusion that its internal controls over financial reporting are effective.

“We are releasing this news today because of the recently released false claims masquerading as ‘facts’ about our Company,” said David Steinberg, Co-Founder, Chairman, and CEO of Zeta. “Publishing false claims hurts reputable companies like ours and only benefits manipulative traders who seek to exploit the impact their false claims have on share price.”

“We asked Latham and external forensic accountants to scrutinize how Zeta operates and books its business,” said Robert Niehaus, Chair of Zeta’s Audit Committee. “Zeta’s findings based on their work should give any objective person confidence in the integrity of Zeta’s operations, controls, processes, and financial statements.”

PCAOB rules required disclosure of critical audit matters (CAM) for the first time in Zeta’s annual report on Form 10-K for the fiscal year ended December 31, 2023. CAM disclosure is intended to provide information arising from the financial statement audit process. CAM disclosures are common for publicly traded companies.

As the PCAOB has stated, and contrary to insinuations in the “report,” CAM disclosure does not reflect negatively on the company, does not indicate control deficiencies, and does not alter the auditor’s opinion on the financial statements. Moreover, “revenue from customer contracts is the number one most common CAM topic among all public companies,” according to a January 2024 survey by Audit Analytics.

“More than a year ago, Zeta disclosed its cooperation with an investigation by federal authorities into Kubient,” Steinberg added. “We never did a material amount of business with that company, and we ended that relationship before our IPO three years ago. Zeta Global will continue to create

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long-term shareholder value and demonstrate its strength and the resilience our business model. I have asked our counsel to review all appropriate legal remedies we may take against the publisher of this bogus ‘report.’”

About Zeta

Zeta Global (NYSE: ZETA) is the AI-Powered Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the industry’s largest proprietary databases and AI. Our enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

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Contacts

Investor Relations
Madison Serras
[e-mail]

Press
Candace Dean
[e-mail]

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Exhibit 99.2

Zeta Global Corrects False and Misleading Claims About Its Business

NEW YORK -- November 20, 2024 -- Zeta Global (NYSE: ZETA), the AI-Powered Marketing Cloud, today released a detailed rebuttal on its Investor Relations website that debunks the assertions made in a self-serving short seller report published on November 13, 2024. That “report” was riddled with misrepresentations, speculative conjecture, and categorically false statements about Zeta.

The detailed rebuttal posted today builds on Zeta’s initial response, also published on November 13, 2024.

David A. Steinberg, Co-Founder, Chairman, and CEO of Zeta, said, “The self-serving ‘report’ was filled with highly misleading and objectively false claims about Zeta and was written with a clear agenda: to drive down the value of our stock for the benefit of the author and the people betting against us.”

“We, along with our external legal counsel, thoroughly reviewed its spurious allegations, and as we detail extensively in our rebuttal, the facts could not be clearer: our data gathering and management, privacy policies and practices, and financial reporting comply with relevant law and advance our mission of delivering value for our clients and generating shareholder value."

Steinberg continued: “As demonstrated by the Board’s recent authorization of a $100 million stock repurchase program, and the purchases of Zeta stock by myself, and members of management and our board of directors, we have the utmost confidence in our business and Zeta’s future. We’ve been able to use this dislocation in our stock price to buy back stock at an accelerated pace under our repurchase program, and we expect to continue to do so to further our value creation strategy. We will continue to communicate transparently with our stakeholders.”

View the rebuttal by visiting: https://investors.zetaglobal.com/events-and-presentations/presentations/default.aspx.

 

About Zeta

Zeta Global (NYSE: ZETA) is the AI-Powered Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the

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industry’s largest proprietary databases and AI. Our enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.

 

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Contacts

Investor Relations

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Madison Serras

[e-mail]

Press

Candace Dean

[e-mail]

 

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Document And Entity Information	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2024
Entity Registrant Name	ZETA GLOBAL HOLDINGS CORP.
Entity Central Index Key	0001851003
Entity Emerging Growth Company	false
Entity File Number	001-40464
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0814458
Entity Address, Address Line One	3 Park Ave, 33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	967-5055
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZETA
Security Exchange Name	NYSE

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