SEC Form SC 13D/A filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Kubient, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

50116V107

(CUSIP Number)

Paul Damian Roberts

c/o Kubient, Inc.
 228 Park Avenue South

Suite 72602 

New York, New York 10003-1502
(866) 668-2567

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 20, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

CUSIP No.  50116V107

Preliminary Statement

This Schedule 13D is filed by Paul Damian Roberts (the “Reporting Person”) with respect to the shares of common stock, par value $0.00001 per share, of Kubient, Inc., a Delaware corporation (the “Company”).

* Includes 55,541 shares of common stock issuable upon exercise of five-year warrants at an exercise price of $5.50 per share, and 29,859 shares of common stock underlying stock options exercisable within 60 days.

** Represents 666,667 shares of common stock held by the Paul Roberts 2019 Annuity Trust, of which the Reporting Person is a partial beneficiary. The Reporting Person’s spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

*** The Percent of Class Represented is calculated using 11,776,149 shares of common stock outstanding as of February 9, 2021.

This statement on Schedule 13D/A (this “Statement”) relates to the common stock, par value $0.00001 per share (the “Common Stock”), of Kubient, Inc. (the “Company”).  The Company’s principal executive office is located at 228 Park Avenue South, Suite 72602, New York, New York 10003-1502.

As reported on the Schedule 13D filed with the United States Securities and Exchange Commission by the Reporting Person on September 16, 2020, on February 26, 2020, the Reporting Person purchased from the Company, $275,000 of the Company’s promissory notes, which were convertible into units composed of one share of Common Stock and one 5-year Common Stock purchase warrant upon the Company’s initial public offering, with the conversion price per unit being the fair market value of the units at the time of the initial public offering. The promissory note converted upon the Company’s initial public offering on August 14, 2020 at $5.00 per unit, with the Reporting Person obtaining units composed of 55,541 shares of Common Stock and 5-year warrants to purchase 55,541 shares of Common Stock at an exercise price of $5.50 per share. As it relates to the foregoing convertible promissory notes, the Reporting Person used his personal funds.

On November 20, 2020, the Company issued the Reporting Person 12,658 shares of Common Stock under the Company’s Amended and Restated 2017 Equity Incentive Plan, as a bonus for his key role in the successful consummation of the Company’s initial public offering of securities.

The information set forth in Item 4 is incorporated by reference herein.

The Reporting Person became the beneficial owner of more than 5% of the outstanding Common Stock on August 14, 2020, upon the conclusion of the Company’s initial public offering.

From time to time, the Reporting Person may acquire beneficial ownership of additional shares of the Common Stock, by purchase or otherwise, including additional purchases of shares in the open-market from time to time and upon receipt from the Company of future equity compensation awards for which the Reporting Person qualifies, including, but not limited to, stock options and restricted stock units.  In addition, from time to time, the Reporting Person may dispose of all or a portion of the shares of the Common Stock that are beneficially owned by the Reporting Person.

Other than as described above, the Reporting Person does not have any plan or proposal that relate to or would result in any of the transactions involving the Company described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Person serves as the Interim Chief Executive Officer, Chief Strategy Officer, President and Chairman of the Company.

The terms of the Reporting Person’s employment agreement, entered into on May 26, 2017 and amended October 2, 2019 solely to reflect his change in position at the Company to Chief Strategy Officer and President, provides for an annual base salary of $120,000, plus an annual bonus of up to 30% of his base salary based upon the achievement of certain performance goals to be established by the board of directors or a committee of the board of directors. On October 1, 2020, the Company’s board of directors increased the Reporting Person’s salary under his employment agreement, to $300,00 per annum to reflect his appointment as Interim Chief Executive Officer of the Company.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.