Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
PubMatic, Inc. (the "Company") is saddened to report that Narendra Gupta, a
member of the Company's Board of Directors (the "Board") and a member of the
Board's Audit Committee and Nominating and Corporate Governance Committee,
passed away on December 25, 2021, as further noted in Item 8.01 below.
On December 27, 2021, the Company notified The Nasdaq Stock Market LLC
("Nasdaq") that due to Mr. Gupta's death, the Company is no longer in compliance
with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be
comprised of a minimum of three independent directors. Pursuant to Nasdaq
Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain
compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire
at the earlier of the Company's 2022 annual meeting of stockholders (the "2022
Annual Meeting") or December 25, 2022, or if the 2022 Annual Meeting is held
before June 23, 2022, then the Company must evidence compliance no later than
June 23, 2022. On December 29, 2021, Nasdaq issued a letter to the Company
confirming the Company's noncompliance with Nasdaq Listing Rule 5605 and
informing the Company of the cure period. The Company intends to appoint an
additional independent director to the Audit Committee prior to the end of the
cure period.
Item 8.01. Other Events.
The Company deeply regrets to announce that Narendra Gupta, a member of the
Board and a member of the Board's Audit Committee and Nominating and Corporate
Governance Committee, passed away on December 25, 2021. The Company is grateful
for Mr. Gupta's dedication and service to the Company. The Company's management
and Board extends their sincere condolences to Mr. Gupta's family.
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PUBMATIC, INC. 
