DGII Digi International Inc

EXPLANATORY NOTE

Digi International Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2019 (Registration Statement No. 333-231365 and referred to herein as the “Prior Registration Statement”) with respect to shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Digi International Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”). The Prior Registration Statement registered 1,500,000 shares of Common Stock.

The Company has since adopted a new equity incentive plan, the Digi International Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaces the 2019 Plan as of January 29, 2020, the date the Company’s stockholders approved the 2020 Plan. No future awards will be made under the 2019 Plan. This Post-Effective Amendment is being filed solely to deregister shares registered under the Prior Registration Statement that will not be used for awards under the 2019 Plan. Such shares are hereby deregistered under the Prior Registration Statement.

Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 (the “New Registration Statement”) to register the shares of Common Stock now available for offer or sale pursuant to the 2020 Plan.

The Company may, from time to time, file additional post-effective amendments to the Prior Registration Statement to deregister shares that subsequently become available for new awards under the 2020 Plan due to outstanding awards under the 2019 Plan expiring, being forfeited or terminated, or settled in cash, and transfer such shares to the New Registration Statement.