Current Report Filing (8-k)
June 03 2019 - 4:20PM
Edgar (US Regulatory)
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)
June 3, 2019
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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111 Nueces St., 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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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.
¨
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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Item 2.02
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Results of Operations and Financial Condition.
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On June 3, 2019, Digital Turbine, Inc. (the “Company”)
issued a press release announcing financial results for the fiscal year ended March 31, 2019. The text of that announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filings.
This Form 8-K contains statements that are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations,
estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees
of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors
and risks discussed from time to time in our SEC filings and reports. In addition, such statements could be affected by general
industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking
statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release.
The attached press release includes non-GAAP financial measures
relating to our operations and forecasted outlook. Certain of these non-GAAP terms will be used in our upcoming earnings conference
call. In addition, the attached press release includes reconciliations of these GAAP to non-GAAP measures, as well as an explanation
of how management uses these non-GAAP measures and the reasons why management views these measures as providing useful information
for investors. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures
calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results
should be carefully evaluated.
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 thereunto duly authorized.
Dated: June 3, 2019
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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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