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 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 | ||