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): April 26, 2021 (April 19, 2021)

DoubleVerify Holdings, Inc.
(Exact name of registrant as specified in its charter)

(212) 631-2111

(Registrant's telephone number, including area code)

N/A
(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:

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 þ

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. ¨

On April 20, 2021, DoubleVerify Holdings, Inc. (the “Company”) priced the initial public offering (“IPO”) of its common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $27.00 per share, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-254380) (the “Registration Statement”). On April 21, 2021, the underwriters exercised their option to purchase an additional 2,000,000 shares of Common Stock. On April 23, 2021, the Company’s sale of an aggregate of 15,333,335 shares of Common Stock was completed.

In connection with the IPO, the Company also entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement as described therein.

The description in Item 5.03 below of the second amended and restated certificate of incorporation of the Company (the “Certificate of Incorporation”) and the amended and restated bylaws of the Company (the “Bylaws”) is incorporated by reference herein.

On April 23, 2021, in connection with the IPO, the Company amended and restated its existing amended and restated certificate of incorporation and the Certificate of Incorporation and the Bylaws became effective, as previously reported in the Registration Statement. The descriptions and forms of the Certificate of Incorporation and Bylaws are substantially the same as the descriptions and forms set forth in and filed as exhibits to the Registration Statement.

A copy of the Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference herein, and a copy of the Bylaws is filed as Exhibit 3.2 hereto and incorporated by reference herein.

On April 23, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d)     Exhibits

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.