Current Report Filing (8-k)
August 24 2021 - 5:21PM
Edgar (US Regulatory)
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2021-08-23
2021-08-23
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
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) August 23, 2021
Digital
Turbine, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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001-35958
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22-2267658
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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110
San Antonio Street, Suite
160, Austin, TX
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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(512) 387-7717
(Registrant’s Telephone Number, Including
Area Code)
(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 (see General Instruction A.2. below)
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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APPS
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NASDAQ
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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 ¨
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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(b) and (c) On August 23, 2021, due to the significant growth and expansion
of Digital Turbine, Inc. (the “Company”), the Company appointed Michael B. Miller as Chief Accounting Officer of the Company.
Mr. Miller replaced David Wesch as the principal accounting officer of the Company, and Mr. Wesch will continue to work with the Company.
From 2017 until he joined the Company, Mr. Miller
served as Vice President and Corporate Controller of CyrusOne, Inc., a publicly-traded real estate investment trust, where he oversaw
accounting, consolidation and internal control activities. From 2009 to 2017, Mr. Miller served in various accounting positions with L3
Technologies, an aerospace and electronics systems company, including as Aerospace Systems Segment Vice President and Controller from
2015 to 2017 and Assistant Corporate Controller from 2009 to 2014. Mr. Miller also previously served as a senior audit manager for both
PricewaterhouseCoopers, LLP and KPMG, LLP. Mr. Miller is a certified public accountant. He received his BBA in Accounting and Finance
from the University of Cincinnati in 1998.
In connection with his appointment as Chief Accounting
Officer, under the Company’s 2020 Equity Incentive Plan, the Company granted Mr. Miller stock options to acquire 16,802 shares of
Company common stock at an exercise price equal to the closing price per share on August 23, 2021 (the grant date). The stock options
will vest in equal monthly installments over the 36-month period following the grant date.
There are no transactions, or proposed transactions,
to which the Company is or was a party and in which Mr. Miller had a direct or indirect material interest that are required to be disclosed
under Item 404(a) of Regulation S-K.
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.
Dated: August 24, 2021
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Digital Turbine, Inc.
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By:
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/s/ Barrett
Garrison
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Barrett Garrison
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Executive Vice President, Chief Financial Officer
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