UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 27, 2021, Digital Turbine, Inc. (the “Company”), Digital Turbine Media, Inc., a wholly-owned subsidiary of the Company (“DT Media”), and Digital Turbine AdColony AS, a wholly-owned subsidiary of the Company, entered into an Amendment to Share Purchase Agreement (the “Amendment Agreement”) to the previously-reported Share Purchase Agreement (the “Purchase Agreement”) with AdColony Holding AS, a Norway company (“AdColony”), and Otello Corporation ASA, a Norway company (“Otello”). The Company completed the acquisition of AdColony on April 29, 2021. Pursuant to the Amendment Agreement, the Company and Otello agreed to set a fixed dollar amount of $204,500,000 for the earn-out payment obligation amount, to set January 15, 2022 as the payment due date for such payment amount, and to eliminate all the Company’s earn-out support obligations under the Purchase Agreement.
The description of the Amendment Agreement provided herein is qualified by reference to the Amendment Agreement, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Amendment to Share Purchase Agreement, dated as of August 27, 2021, by and among Digital Turbine, Inc., Digital Turbine Media, Inc., Digital Turbine AdColony AS, AdColony Holding AS, and Otello Corporation ASA | |
| 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: August 27, 2021 | Digital Turbine, Inc. | |
| By: | /s/ Barrett Garrison | |
| Barrett Garrison | ||
| Executive Vice President, Chief Financial Officer | ||