Current Report Filing (8-k)
March 03 2021 - 8:32AM
Edgar (US Regulatory)
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0000317788
2021-03-01
2021-03-01
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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)
March 1, 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 78701
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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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 1, 2021, Digital Turbine (EMEA) Ltd. (“DT
EMEA”), an Israeli company and wholly-owned subsidiary of Digital Turbine, Inc. (the “Company”), entered
into a Share Purchase Agreement (the “Purchase Agreement”) with Triapodi Ltd., an Israeli company (d/b/a Appreciate)
(“Appreciate”), the stockholder representative, and the stockholders of Appreciate pursuant to which DT EMEA acquired
(the “Acquisition”), on March 2, 2021, all of the outstanding capital stock of Appreciate in exchange for total
consideration of $22.5 million in cash. In connection with the Acquisition, under the terms of the Purchase Agreement, DT EMEA
entered into bonus arrangements to pay up to $6.0 million in retention bonuses and performance bonuses to the founders and certain
other employees of Appreciate. The Purchase Agreement contains customary representations and warranties, covenants, and indemnification
provisions.
The description of the Purchase Agreement provided herein is
qualified by reference to the Purchase Agreement, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated
by reference herein. The Purchase Agreement contains representations and warranties by each of the parties to the Purchase Agreement,
which were made only for purposes of the Purchase Agreement and as of specified dates. The representations, warranties and covenants
in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, are subject to limitations
agreed upon by such parties, including being qualified by schedules, may have been made for the purposes of allocating contractual
risk between the parties instead of establishing these matters as facts, and are subject to standards of materiality applicable
to the parties that may differ from those applicable to others. Others should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Purchase Agreement
or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully
reflected in the Company’s public disclosures.
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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: March 3, 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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