Current Report Filing (8-k)
August 14 2018 - 8:01AM
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) August 13, 2018
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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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(a
)
On August 13, 2018 Digital Turbine, Inc., through its subsidiary Digital Turbine USA, Inc. (the “Company”) and
Cellco Partnership d/b/a Verizon Wireless (“Verizon”) entered into a four year Software As A Service Renewal Agreement
(“Renewal Agreement”), effective August 14, 2018, of its previous Software As A Service Agreement, which became effective
on August 14, 2014 (“Original Agreement”), covering certain services to be performed by the Company for Verizon relating
to utilization of Company’s mobile delivery platform.
The
Renewal Agreement replaces the Original Agreement except for a certain Amendment and Statements of Work executed in connection
with the Original Agreement which shall continue to remain effective. While the Original Agreement initially covered installation
of applications on devices, the Renewal Agreement expands the scope of services provided by the Company to cover additional products
made available on the Company’s mobile delivery platform, including but not limited to: Dynamic Preload Platform (Management
and Support), Single Tap Installs, Smart Folders / Hubs, Notification Service, and PIA. Each party shall have the right to terminate
the Renewal Agreement for cause in the event of material breach of each party’s obligations and fails to cure such material
breach within thirty (30) days from receipt of written notice by the non-breaching party. In addition, each party may terminate
the Renewal Agreement for convenience by giving the other party at least ninety (90) calendar days prior written notice of termination.
Pursuant
to the Original Agreement, the Company was entitled to revenue share tiers based on gross revenue tiers, where the Company’s
revenue share percentage decreased as gross revenue increased. With the intent to drive substantially above normal revenue growth,
pursuant to the Renewal Agreement, the Company’s compensation is incentivized for accelerated revenue share and is based
on annual gross revenue tiers generated from utilization of Company’s services, where the Company’s revenue share
percentage increases as gross revenue increases only for Company placed inventory. Under the Original Agreement, revenue share
tiers were cumulative; however, pursuant to the Renewal Agreement, revenue share tiers shall reset to zero on each one-year anniversary
of the Renewal Agreement.
The
foregoing summary of the Renewal Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Renewal Agreement (excluding any portions thereof subject to a confidential treatment request). The Company
intends to file a copy of the Renewal Agreement with the Company’s Quarterly Report on Form 10-Q for its second fiscal quarter
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: August 14, 2018
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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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