Amended Current Report Filing (8-k/a)
July 14 2021 - 5:02PM
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2021-04-29
2021-04-29
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) April 29, 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. ☐
Explanatory
Note:
This Amendment No. 1 on Form 8-K/A
is filed to amend the Current Report on Form 8-K filed by Digital Turbine, Inc. (the “Company”) with the
Securities and Exchange Commission on May 4, 2021 (the “Initial Form 8-K”), which was filed in connection with
the closing of the acquisition (the “Acquisition”) of AdColony Holding AS, a
Norway company (“AdColony”), on April 29, 2021. This Amendment No. 1 on Form 8-K/A is filed for
the purpose of amending the Initial Form 8-K to provide certain historical audited financial statements of AdColony and unaudited
pro forma financial information of the Company and AdColony after giving effect to the Acquisition as required by Item 9.01 and
pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X and the Consent of PwC filed herewith as Exhibit 23.1. The other items to the Initial Form 8-K remain
unchanged and are not amended hereby.
Item 9.01 Financial Statements and Exhibits
(a) Financial
Statements of Businesses Acquired.
The audited financial statements of
AdColony as of December 31, 2020, and December 31, 2019 and January 1, 2019 and for each of the two years in the period ended
December 31, 2020 are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.
(b) Pro
forma Financial Information.
The unaudited pro forma combined financial
information of the Company and AdColony as of and for the fiscal year ended March 31, 2021 is filed as Exhibit 99.2 to this Form 8-K/A
and is incorporated herein by reference.
(d) Exhibits.
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.
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Digital Turbine, Inc.
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Dated: July 14, 2021
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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 and Chief Financial Officer
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