Material Agreement

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) September 30, 2021   Digital Turbine, Inc. (Exact Name of Registrant as Specified in Its Charter)   Delaware 001-35958 22-2267658 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)   110 San Antonio Street , Suite 160 , Austin , TX 78701 (Address of Principal Executive Offices) (Zip Code)   ( 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)   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock APPS NASDAQ   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 Entry into a Material Definitive Agreement.   On September 30, 2021, Digital Turbine, Inc., a Delaware corporation (the “Company”), Digital Turbine Media, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“DT Media”), and Digital Turbine Luxembourg S.à r.l., a subsidiary of the Company, entered into the Second Amendment Agreement (the “Amendment Agreement”) to the previously-reported Sale and Purchase Agreement (as previously amended, the “Sale and Purchase Agreement”) with Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”) regarding the acquisition of Fyber N.V. (“Fyber”). Pursuant to the Amendment Agreement, the parties agreed to settle the remaining number of shares of Company common stock to be issued to Seller, which remainder will be 18,000 shares. As a result, the Company will issue a total of 5,775,299 shares of Company common stock to Seller in connection with the Company’s acquisition of Fyber (5,757,299 shares of which have already been issued).   The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits   10.1 Second Amendment Agreement to the Sale and Purchase Agreement, dated effective September 23, 2021, by and among Digital Turbine, Inc., Digital Turbine Media, Inc., Digital Turbine Luxembourg S.à r.l., Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst     104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)             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: October 4, 2021 Digital Turbine, Inc.         By: /s/ Barrett Garrison           Barrett Garrison           Executive Vice President, Chief Financial Officer