Current Report Filing (8-k)
August 27 2021 - 5:01PM
Edgar (US Regulatory)
0000317788
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0000317788
2021-08-27
2021-08-27
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xbrli:shares
iso4217:USD
xbrli:shares
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 27, 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 1.01
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Entry into a Material Definitive Agreement.
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On August 27, 2021, Digital Turbine, Inc. (the
“Company”), Digital Turbine Media, Inc., a wholly-owned subsidiary of the Company (“DT Media”), and Digital
Turbine AdColony AS, a wholly-owned subsidiary of the Company, entered into an Amendment to Share Purchase Agreement (the
“Amendment Agreement”) to the previously-reported Share Purchase Agreement (the “Purchase Agreement”) with
AdColony Holding AS, a Norway company (“AdColony”), and Otello Corporation ASA, a Norway company (“Otello”).
The Company completed the acquisition of AdColony on April 29, 2021. Pursuant to the Amendment Agreement, the Company and Otello
agreed to set a fixed dollar amount of $204,500,000 for the earn-out payment obligation amount, to set January 15, 2022 as the
payment due date for such payment amount, and to eliminate all the Company’s earn-out support obligations under the Purchase
Agreement.
The description of the Amendment Agreement provided herein is qualified
by reference to the Amendment Agreement, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits
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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 27, 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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