Digital Turbine provides mobile growth solutions for advertisers, publishers, carriers, and OEMs, enabling app discovery, advertising, and monetization
167 added · 196 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
For example, the European Union (“EU”) AI Act sets out a risk-based framework, subjecting certain AI technologies to numerous compliance obligations, including transparency, conformity and risk assessment, monitoring, and human oversight requirements.
For example, the use of datasets to develop and be referenced by AI models, the content generated by AI systems, or the application of AI systems may be found to be insufficient, offensive, biased, harmful, or violate current or future laws and regulations or third-party rights.
For example, in the EU, the EU Artificial Intelligence Act imposes a regulatory framework for the companies’ development and use of AI systems, and numerous state laws in the U.S. have been proposed, and in certain cases enacted, regulating aspects of the development and use of AI systems.
RISK FACTORS, and updates to such risk factors described in subsequent periodic reports filed by the Company with the Securities and Exchange Commission (“SEC”) under Section 13(a) of the Securities Exchange Act of 1934, as amended, for further discussion of government regulations and the associated risks.
Available Information The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and accordingly files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and related amendments and other information with the SEC, pursuant to Sections 13(a) and 15(d) of the Exchange Act.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to such reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website at https://www.digitalturbine.com generally as soon as reasonably practicable after such reports are electronically filed or furnished with the SEC.
Risks Specific to our Business • We may not achieve the expected benefits of our transformation program and similar measures we take in the future, and our efforts may adversely affect our business. • We have a history of net losses. • We have a limited operating history for our current portfolio of assets. • Our operations are global in scope, and we face added business, political, regulatory, legal, operational, financial, and economic risks as a result of our international operations. • Our financial results could vary significantly from quarter-to-quarter and are difficult to predict. • A significant portion of our revenue is derived from a limited number of wireless carriers and customers. • The development and use of artificial intelligence (“AI”) in our business, combined with an uncertain regulatory environment, may adversely affect our business, reputation, financial condition, and results of operations. • System security risks, data protection breaches, cyber-attacks, and systems integration issues could disrupt our business. • Our business may involve the use, transmission, and storage of confidential information and personally identifiable information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages. • The effects of the current and any future general downturns in the United States (“U.S”). and the global economy, including financial market disruptions. • Our products, services, and systems rely on software that is highly technical, and if it contains errors or viruses, our business could be adversely affected. • Our business and reputation could be impacted by information technology system failures and network disruptions. • Our business may suffer if we are unable to hire and retain key talent. • Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity, passion, and teamwork that we believe contribute to our success and our business may be harmed. • If we make future acquisitions, this could require significant management attention and disrupt our business. • Adverse developments affecting the financial services industry, including events involving liquidity, defaults, or non-performance, could adversely affect our business, financial condition, and results of operations. • Entry into new lines of business, and our offering of new products and services, resulting from our investments may result in exposure to new risks. • Litigation may harm our business.
Risks Related to the Mobile Advertising Industry • The mobile advertising business is an intensely competitive industry, and we may not be able to compete successfully. • The markets for our products and services are rapidly evolving and may decline or experience limited growth. 4 Table of Contents • Our business is dependent on the continued growth in usage of smartphones and other mobile connected devices. • Wireless technologies are changing rapidly, and we may not be successful in working with these new technologies. • The complexity of and incompatibilities among mobile devices may require us to use additional resources for the development of our products and services. • If wireless subscribers do not continue to use their mobile devices to access mobile content and other applications, our business growth and future revenue may be adversely affected. • A shift of technology platform by wireless carriers and mobile device manufacturers could lengthen the development period for our offerings, increase our costs, and cause our offerings to be published later than anticipated. • Actual or perceived security vulnerabilities in devices or wireless networks could adversely affect our revenue. • We may be subject to legal liability associated with providing mobile and online services. • Risks of public health issues, such as a major epidemic or pandemic. • Risk related to geopolitical conditions and the global economy, including conflicts, financial markets, inflation, global supply chain, and tariffs. • Risk related to the geopolitical relationship between the U.S. and China or changes in China’s economic and regulatory landscape, including recent tariff increases and trade tensions.
Risks Related to Laws and Regulations • We are subject to rapidly changing and increasingly stringent laws, regulations and contractual requirements related to privacy, data security, and protection of children. • We are subject to anti-bribery, anti-corruption, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation. • We are subject to governmental economic sanction requirements and export and import controls that could impair our ability to compete in international markets. • Our ability to use our net operating losses, credits, and certain other tax attributes to offset future taxable income or taxes may be subject to certain limitations. • Regulatory requirements pertaining to the marketing, advertising, and promotion of our products and services. • Government regulation of our marketing methods could restrict or prevent our ability to adequately advertise and promote our content, products, and services available in certain jurisdictions.
Risks Relating to Our Common Stock and Capital Structure • We have significant indebtedness, which could limit our financial flexibility. • To service our debt and fund our other obligations and capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control. • The market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the current price or the price at which you purchased your shares. • Risk of not being able to raise capital to grow our business. • Risk to trading volume of lack of securities or industry analysts research coverage. • If our goodwill becomes impaired, we may be required to record significant charges to earnings. • A material weakness in our internal control over financial reporting and disclosure controls and procedures could, if not remediated, result in material misstatements in our financial statements. • Maintaining and improving financial controls and being a public company may strain resources. 5 Table of Contents • Anti-takeover provisions in our charter documents could make an acquisition of our company more difficult. • Our bylaws designate Delaware as the exclusive forum for certain disputes. • Other risks described in the risk factors in Item 1A of Annual Report under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, our actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
The Company offers end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers.
Content Media optimizes revenue by a combination of: • Programmatic Ad Partner Revenue - advertising within the content media that’s sold on an ad exchange at a market rate (cost-per-thousand (“CPM”)); 6 Table of Contents • Sponsored Content - sponsored content media from third-party content providers, presented similarly to an ad, which is monetized when a recommended story is viewed (cost-per-click (“CPC”)); and • Editorial Content - owned or licensed media, presented similarly to an ad, which is monetized when the media is clicked on (CPC). • User acquisition tools including SingleTap ® and the Company’s DSP (“DT DSP”) that removes friction in the app install process, delivering apps to devices with a single touch, resulting in higher conversion rates.
No longer disclosed
For example, there is a risk that our international trademark applications may be considered too generic or that the words “Digital” or “Turbine” could be separately or compositely trademarked by third parties with competitive products who may try and block our applications or sue us for trademark dilution, which could have adverse effects on our financial status and operations.
In estimating the fair value of our reporting units when performing our annual impairment test, or when an indicator of impairment is present, we make estimates and significant judgments about the future cash flows of those reporting units and other estimates including appropriate discount rates.
In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of personal data, enforcement notices, or assessment notices for a compulsory audit.
We may also face civil claims including representative actions and other class action type litigation, potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
We could be subject to enforcement action or litigation alleging that our methods of data collection or our other data processing practices violate our published policies, federal or state laws prohibiting unfair or deceptive business practices or other privacy laws.
Any actual or perceived non-compliance could result in litigation and proceedings against us by governmental entities, customers, individuals, or others; fines and civil, criminal, or administrative penalties for us or company officials; obligations to cease offering or to substantially modify our solutions in ways that make them less effective in certain jurisdictions; negative publicity; harm to our brand and reputation and reduced overall demand for our solutions or reduced revenue.
Evaluation of our business and our prospects must be considered in light of our limited operating history with our combined business following our acquisitions of Appreciate on March 2, 2021, AdColony on April 29, 2021, and Fyber on May 25, 2021, and the risks and uncertainties encountered by companies in our stage of development in the emerging mobile application advertising industry.
In August 2021, China passed a new data privacy law known as Personal Information Protection Law and Data Security Law, effective November 1, 2021, which adopts a stringent data transfer regime requiring, among other things, data subject consent for certain data transfers.
The remaining $77,833 may be carried forward indefinitely, but are subject to an annual usage limitation of 80% of federal taxable income in any such year as enacted by The Tax Cuts and Jobs Act amendment of Section 172 of the Internal Revenue Code of 1986, as amended (the “Code”), for NOLs generated in tax years beginning on or after January 1, 2018.
As of March 31, 2025, we had unrestricted cash of approximately $39,393 and restricted cash of approximately $691. 27 Table of Contents The Company entered into a Fifth Amendment to the Amended and Restated Credit Agreement on June 13, 2025 to extend the maturity date of the Amended and Restated Credit Agreement from April 29, 2026 to August 29, 2026, revise certain covenants and address certain other matters.
The Fifth Amendment removed the incremental term loan facility, reduced the amount of the Revolver from $425,000 to $411,000, increased the SOFR and letter of credit fee to 5.5%, and the base rate to 4.5% through August 29, 2025 with increases to 7.5% and 6.5%, respectively, after August 29, 2025, removed the consolidated interest coverage ratio, put in place a decreasing consolidated secured net leverage ratio starting at 5.25 and decreasing to 4.00 on and after June 30, 2026 and an increasing fix charge coverage ratio starting at 1.10 increasing to 1.30 on and after June 30, 2026, requires mandatory prepayments of net cash proceeds from equity issuances and certain other extraordinary receipts, and added certain covenants, including a
We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill is determined, which would negatively affect our results of operations.