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) June 11, 2015
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.) |
| 1300 Guadalupe Street Suite # 302, 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On June 11, 2015, Digital Turbine, Inc. (the "Company") held its fourth quarter 2015 earnings conference call and issued a press release announcing certain financial results for the fourth quarter ended March 31, 2015. A copy of the transcript of the conference call is attached hereto as Exhibit 99.1. An updated copy of the press release is attached hereto as Exhibit 99.2.
The information in the transcript and the press release are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The information under Item 2.02, above, is incorporated herein by reference.
The information being reported under Items 2.02 and 7.01 in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) is being "furnished" and shall not be deemed "filed" for any purpose, including the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 | Transcript of Fourth Quarter 2015 Earnings conference call held on June 11, 2015. | |
| 99.2 | Press Release dated June 11, 2015. |
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: June 17, 2015 | Digital Turbine, Inc. | |
| By: | /s/ Andrew Schleimer | |
| Andrew Schleimer | ||
| Executive Vice President, Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Transcript of Fourth Quarter 2015 Earnings conference call held on June 11, 2015. | |
| 99.2 | Press Release dated June 11, 2015. |