Kubient and Adomni Announce Definitive Merger Agreement

NEW YORK, May 24, 2023 (GLOBE NEWSWIRE) -- Kubient, Inc. (NasdaqCM: KBNT, KBNTW) (“Kubient '' or the “Company”), a cloud-based software platform for digital advertising, and Adomni Inc. (“Adomni”) today announced they have entered into a definitive merger agreement, pursuant to which Adomni will merge with and into a wholly-owned subsidiary of Kubient (the “Merger”). The combined company will focus on growing and developing Adomni’s pre-existing programmatic advertising service and platform that delivers high-impact advertising campaigns via 725,000+ connected digital out of home screens across the world. Following the closing of the Merger, the combined company is expected to operate under the name “Adomni, Inc.”

The Merger is intended to allow Adomni to strengthen and diversify its advertising technology platform while also expanding its scope to address a much larger, growing digital ad market. Adomni is also poised to expand its product offering with enhanced features around artificial intelligence (“AI”) technology. Kubient’s AI product KAI will be harnessed to deliver better advertising campaigns via Adomni’s platforms. These include enhanced accuracy of fraud prevention via AI-powered algorithms, real-time data monitoring and analysis of incoming data, advanced pattern recognition within the data, brand protection from fraudulent media, and more.

About the Proposed Merger
Under the terms of the merger agreement, pending approval of the transaction by Kubient’s stockholders and Adomni’s stockholders and subject to customary closing conditions, Kubient will acquire 100% of the outstanding equity interests in Adomni, by means of a reverse triangular merger of a wholly-owned subsidiary of Kubient with and into Adomni, with Adomni surviving as a wholly-owned subsidiary of Kubient. In connection with the closing of the Merger, Kubient is expected to change its name to “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.