Sec Form 12b-25 (Page 3 of 4) in pdf

11/8/2016

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PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10K, 20F, 11K, 10Q, 10D, NBSAR, NCSR, or the transition report or

portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

The Annual Report on Form 10K of Propel Media, Inc. (the “Company”) for the year ended December 31, 2014 was unable to be

completed in time without unreasonable effort and expense to the Company, due to the Company’s recent consummation of its

business combination with Kitara Media Corp. (“Kitara”) and Future Ads LLC (“Future Ads”). The business combination was

completed on January 28, 2015 through the merger of a wholly owned subsidiary of the Company with and into Kitara, with

Kitara surviving the merger, and the contribution to the Company by the members of Future Ads of all of the outstanding

membership interests of Future Ads, as a result of which Kitara and Future Ads became wholly owned subsidiaries of the

Company, all as more fully described in the Company’s Current Report on Form 8K filed with the Securities and Exchange

Commission on February 3, 2015. As a result of the foregoing, the Company was unable to complete all the necessary analyses

for, and compile all of the information required to be included in, the Form 10K within the prescribed time period.

PART IV – OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Robert Regular

(201)

5392200

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities

Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940

during the preceding 12 months or for such shorter period that the registrant was

☒ Yes ☐ No

required to file such report(s) been filed? If answer is no, identify report(s).

(3)

Is it anticipated that any significant change in results of operations from the

corresponding period for the last fiscal year will be reflected by the earnings

☒ Yes ☐ No

statements to be included in the subject report or portion thereof?

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons

why a reasonable estimate of the results cannot be made.

The Company was formed in October 2014 and accordingly a comparison to the prior year cannot be made.

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Sec Form 12b-25 Page 3