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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
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): May 25, 2021
Digital
Turbine, Inc.
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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001-35958
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22-2267658
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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110
San Antonio Street, Suite
160, Austin, Texas
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78701
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(Address of Principal Executive Offices)
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(Zip Code)
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(512) 387-7717
(Registrant’s Telephone Number, Including
Area Code)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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APPS
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 25, 2021 (the “Closing Date”),
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 First Amendment Agreement (the “Amendment Agreement”) to the previously-reported Sale and Purchase Agreement (the
“Sale and Purchase Agreement”) with Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”),
pursuant to which the parties thereto amended certain provisions relating to the actions to be taken at the closing of the transactions
contemplated by the Sale and Purchase Agreement, as further described in Item 2.01 below.
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 (this “8-K”) and is incorporated herein by reference.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On the Closing Date, the Company and DT Media
completed the initial closing of the acquisition of 523,553,108 shares, representing approximately 95.1% of the outstanding voting shares
(the “Majority Fyber Shares”), of Fyber N.V., a public limited liability company registered with the Netherlands Chamber of
Commerce Business Register (“Fyber”), pursuant to the Sale and Purchase Agreement, as amended by the Amendment Agreement.
The Seller transferred and delivered 400,000,000 shares of the Majority Fyber Shares to DT Media on the Closing Date, and the Seller will
transfer and deliver the remaining 123,553,108 shares of the Majority Fyber Shares to DT Media on June 1, 2021.
DT Media acquired (the “Acquisition”)
the Majority Fyber Shares in exchange for an estimated aggregate consideration of up to $600 million, consisting of (i) $150 million in
cash, which was subject to adjustments for certain items (the “Closing Amount”), paid at the closing of the Acquisition, (ii)
3,216,935 newly issued shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), equal in
value to $235 million (based on the volume-weighted average price of the Common Stock on NASDAQ during the 30-day period prior to the
Closing Date), issued at the closing of the Acquisition, (iii) 2,599,653 newly issued shares of Common Stock equal in value to $165 million
(based on the volume-weighted average price of the Common Stock on NASDAQ during the 30-day period prior to the Closing Date), to be issued
upon the receipt by the Company of a tax exemption certificate from the Israel Tax Authority, and (iv) contingent upon Fyber’s net
revenues being equal or higher than $100 million for the 12-month earn-out period ending on March 31, 2022, as determined in the manner
set forth in the Sale and Purchase Agreement, a certain number of shares of Common Stock, which will be newly-issued to the Seller at
the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares and cash in aggregate will
not exceed $50 million (subject to set-off against certain potential indemnification claims against the Seller).
The Company paid the Closing Amount on the Closing
Date, and intends to pay the remainder of the cash consideration for the Acquisition, if any, with a combination of available cash on
hand, borrowings under the Credit Facility (as defined below), and/or proceeds from future capital financings.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The discussion in Item 2.01 above is incorporated
herein by reference. On the Closing Date, the Company borrowed $130 million under that certain Amended and Restated Credit Agreement dated
as of April 29, 2021 with Bank of America, N.A., which provides for a revolving line of credit of $400 million (the “Credit Facility”),
to pay a portion of the Closing Amount and certain transaction costs.
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Item 3.02
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Unregistered Sales of Equity Securities.
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As part of the consideration for the Acquisition,
the shares of Common Stock were issued pursuant to the Sale and Purchase Agreement in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to the Seller who is an “accredited
investor” (as such term is defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission). None
of such shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in
the United States absent registration under the Securities Act or an exemption from such registration requirements.
The disclosure set forth in Item 2.01 above relating
to the issuance of the shares of Common Stock as consideration for the Acquisition is incorporated herein by reference.
On the Closing Date, the Company issued a press
release announcing the completion of the Acquisition described above in Item 2.01 of this 8-K. A copy of the press release is filed as
Exhibit 99.1 to this 8-K and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this 8-K not later than 71 calendar days after the date this 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file any pro forma financial information required by Item 9.01(b) of Form 8-K by amendment to this 8-K not later than 71 calendar days after the date this 8-K is required to be filed.
(c) Not Applicable.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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DIGITAL TURBINE, INC.
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Date: May 28, 2021
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By:
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/s/ Barrett Garrison
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Barrett Garrison
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Executive Vice President, Chief Financial Officer
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Exhibit 10.1
Page
1
Project
Firefly
Sale
and Purchase Agreement
1st Amendment Agreement
Dated May 25, 2021
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
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Page
2
1st Amendment Agreement ("Amendment") to the Sale and Purchase Agreement dated March 22, 2021
by and between
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(1)
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Tennor Holding B.V., a private limited liability company under Dutch law (besloten vennootschap
met beperkte aansprakelijkheid), having its registered seat in Amsterdam, the Netherlands, its office address at Schiphol Boulevard 127,
G4.08, 1118 BG Schiphol, The Netherlands and registered with the Netherlands Chamber of Commerce Business Register under number 34355195
("Tennor");
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(2)
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Advert Finance B.V., a private limited liability company under Dutch law (besloten vennootschap
met beperkte aansprakelijkheid), having its registered seat in Amsterdam, the Netherlands, its office address at Schiphol Boulevard 127,
G4.02, 1118 BG Schiphol, The Netherlands and registered with the Netherlands Chamber of Commerce Business Register under number 74507516
("Advert"),
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(3)
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Mr. Lars Windhorst, Gubelstr. 24, 6300 Zug, Switzerland ("LW"),
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(together the "Sellers"
and individually a "Seller")
and
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(4)
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Digital Turbine Luxembourg S.à r.l., a private limited company under the laws of the
Grand Duchy of Luxembourg (Société à responsabilité limitée), having its registered seat in
Luxembourg, its office address at 121, avenue de la Faïencerie L - 1511 Luxembourg, Grand Duchy of Luxembourg and registered with
the commercial register of Luxembourg under number B191240 ("Purchaser")
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(5)
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Digital Turbine, Inc., a corporation incorporated under the laws of the State of Delaware, having
its principal executive office at 110 San Antonio Street, Suite 160, Austin, Texas, United States, and registered with the Secretary of
State of the State of Delaware under number 4423588 ("Guarantor"),
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(6)
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Digital Turbine Media, Inc., a corporation incorporated under the laws of the State of Delaware,
having its principal executive office at 406 Blackwell St., Durham, NC 27701, United States of America, and registered with the Secretary
of State of the State Delaware under number 333-21-4321-03 ("DT Media").
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The Sellers, the Purchaser,
the Guarantor and DT Media hereinafter also collectively referred to as the "Parties" and individually as a "Party".
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1.1
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The Sellers, the Purchaser and the Guarantor have entered into a Sale and Purchase Agreement dated March
22, 2021 ("SPA") for the acquisition of at least 95% of the shares in Fyber N.V., a public limited liability company
(naamloze vennootschap) registered with the Netherlands Chamber of Commerce Business Register under number 54747805 and also
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Berlin (Charlottenburg) under
HRB 166541 B ("Company").
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
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1.2
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Any capitalized terms used but not defined in this Amendment shall have the same meaning as ascribed to
them in the SPA unless otherwise expressly agreed herein.
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1.3
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Pursuant to Sec. 2.2.4 of the SPA, at the Purchaser's choice, the Sellers shall transfer the Sold Shares
to a wholly-owned subsidiary of the Purchaser. By letter dated May 5, 2021, the Purchaser notified the Sellers that DT Media has been
designated as Designee under the SPA. The Parties wish to document the designation of the Designee by means of this Amendment.
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1.4
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The Parties wish to consummate the Closing on May 25, 2021.
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1.5
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Sec. 8.4 of the SPA provides for certain Closing Actions to be taken at Closing. For the purpose
described in Sec. 1.4 above, such Closing Actions shall now be altered by way of this Agreement.
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Now, therefore, the Parties
agree as follows:
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2.
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Designee; Accession to SPA
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2.1
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The Parties hereby acknowledge that DT Media has been designated as Designee by the Purchaser in accordance
with the provisions of the SPA.
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2.2
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DT Media hereby accedes the SPA and hereby assumes all rights and obligations of the Purchaser under or
in connection with the SPA.
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2.3
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The Purchaser remains party to the SPA and the Purchaser and the Guarantor hereby guarantee vis-à-vis
the Sellers the full and prompt fulfilment by the Designee of all obligations of the Purchaser under or in connection with the SPA.
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3.1
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Sec. 8.4 of the SPA shall be restated in its entirety as follows:
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"8.4
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At
Closing the Sellers and the Purchaser shall take the following actions ("Closing Actions") in the following order, and
these Closing Actions shall be deemed to have occurred simultaneously (Zug-um-Zug):
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(a)
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the
Sellers shall deliver the Bring Down of Disclosures to the Purchaser;
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(b)
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the Sellers shall confirm that no Material Adverse Change has occurred by providing the Purchaser with
a written confirmation issued by the management of the Company;
|
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
|
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(c)
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the Sellers shall provide to the Purchaser the Stock Option Release Letters for the options granted to
Mr. Ziv Elul, Mr. Dani Sztern, Mr. Yaron Zaltsman, Mr. Offer Yehudai as well as the other members of the corporate management, together
with other documentation satisfactory to the Purchaser (acting reasonably) that the Closing Obstacle pursuant to Sec. 8.3.1(c) has
not occurred;
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(d)
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the Sellers shall irrevocably instruct their bank Shard Capital Partners LLP ("Sellers' Depositary
Bank") to transfer to the Purchaser and provide to the Purchaser confirmation from Sellers' Depositary Bank in writing addressed
to the Purchaser that the Sellers' Depositary Bank will so transfer and such transfer has been irrevocably initiated (i) 400,000,000 Shares
to the Purchaser's depositary bank to be received in the Purchaser's account on the same date or the date thereafter, and (ii) 123,553,108
Shares to the Purchaser's depositary bank to be received in the Purchaser's account at the latest on June 1, 2021.
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(e)
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the Purchaser shall pay whereby the relevant amounts shall be received in the relevant accounts on the
same date or the day thereafter and provide to the Sellers confirmation from Purchaser's bank that the payments have been irrevocably
initiated:
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(i)
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the Loan Notes Redemption Amount to Meridian's bank account specified in the Loan Notes Release Letter;
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(ii)
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the
Stock Option Settlement Payment to the Company;
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(iii)
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the amount USD 244,060.00 to Mr. Yair Safrai (chairman of the supervisory board) to his account (The First
International Bank of Israel, SWIFT Code: FIRBILITXXX, Bank 031, Branch 112, Account No. 390224);
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(iv)
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the amount of USD 122,030.00 to Mr. Franklin Rios (member of the supervisory board) to his account (Chase
Bank, US Wire Transfer Instructions: Routing Number: 021000021, Checking Account: 569800730, International Wire Transfer Instructions:
Chase Bank, CHASUS33, Checking Account 569800730)
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(v)
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the Redemption Loan amount including any interest to Tennor;
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(f)
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the Purchaser shall pay the Cash Consideration (if any) to the account (USD Account Number: 01310550,
Account Name - Shard Capital Partners LLP – USD Client Account, Sort Code: 18-00-91, IBAN: GB71COUT18009101310550, BIC: COUTGB22,
FFC Tennor Holding BV) with the funds received on this account on the same date or the date thereafter and provide to the Sellers confirmation
from Purchaser's bank that the payment has been irrevocably initiated;
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(g)
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the Purchaser’s Parent shall issue 3,216,935 of Purchaser's Parent Common Stock as part of the Closing
Share Consideration, in book-entry form, to the Sellers; such shares shall be allocated to an account of Tennor with American Stock Transfer
& Trust Company, LLC, the transfer agent and registrar for the Purchaser’s Parents Common Stock with value date, i.e.
date on which the Purchaser's Parent Common Stock is shown in the account, on the same date
or the day thereafter. Purchaser's Parent shall provide to the Sellers a copy of its written instructions to American Stock Transfer &
Trust Company, LLC, that the issue of the shares has been irrevocably initiated;
|
|
Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
|
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(h)
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the Purchaser’s Parent shall instruct American Stock Transfer & Trust Company, LLC to issue
2,599,653 of Purchaser's Parent Common Stock as the remaining part of the Closing Share Consideration, in book-entry form, to the Sellers;
such shares shall be allocated to an account of Tennor with American Stock Transfer & Trust Company, LLC, the transfer agent and registrar
for the Purchaser’s Parents Common Stock with value date, i.e. date on which the Purchaser's Parent Common Stock is shown
in the account, on June 1, 2021; the Purchaser’s Parent's instructions shall provide that the instruction shall only become effective
after the Purchaser's Parent has confirmed that no withholding pursuant to Sec. 6.10 is required.
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The Parties are entitled to waive
(in whole or in part) any of the Closing Actions (other than the obligations to make payments) jointly at any time prior to the occurrence
of Closing by written agreement. The waiver shall have the effect of eliminating the requirement that the relevant Closing Action is performed
on the Closing Date shall not limit or prejudice any rights or claims or remedies of the Purchaser under this Agreement.
Purchaser's Parent has applied for
an exemption certificate with respect to certain potential withholding Taxes in Israel and commits to use reasonable best efforts to obtain
such exemption certificate. Purchaser's Parent agrees to issue the confirmation pursuant to Sec. 8.4(h) after such confirmation has
been received."
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3.2
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Sec. 2.2.1 of the SPA makes reference to the Closing Actions in Secs. 8.4(d) and 8.4(e) of the
SPA. Following the above restatement of Sec. 8.4 of the SPA, these references in Sec. 2.2.1 of the SPA shall now be made to the new
Secs. 8.4(f) and 8.4(g).
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3.3
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Also with respect to the Sold Shares referred to in the new Sec. 8.4(d)(ii) the Parties shall put
each other in the economic position as described in Sec. 2.2.3 of the SPA.
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3.4
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The requirements for same day payments/deliveries pursuant to Secs. 6.5.1 and 6.5.3 SPA shall only
apply to the extent not otherwise provided for herein. The bank account set forth in the new Sec. 8.4(f) replaces the account set
forth in Exhibit 6.5.1(a) to the SPA and shall henceforth be the "Target Account" within the meaning of the SPA.
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3.5
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For the avoidance of doubt, for determining the Closing Date pursuant to Sec. 8.1, with regard to
Sec. 8.4(d), only receipt of the portion of Shares pursuant to Sec. 8.4(d)(i) shall be relevant irrespective of the fact that
the remaining portion of Shares pursuant to Sec. 8.4(d)(ii) might be received at a later point in time.
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4.1
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The provisions of the SPA shall remain unchanged unless explicitly amended by this Amendment.
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4.2
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Each of the Parties shall bear its own costs in connection with this Amendment.
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4.3
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Secs. 17 (Confidentiality and Public Announcements), 18 (Notices), 20 (Governing Law and Jurisdiction)
and 21 (Final Provisions) of the SPA shall apply to this Amendment accordingly.
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4.4
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This Amendment may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
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[signature pages to follow]
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
[Signature Page Tennor Holding B.V. to Amendment]
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Tennor Holding B.V.
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Date: May 25, 2021
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/s/ Lars Windhorst
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Name: Lars Windhorst
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Title: Director
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/s/ Stefan Kindler
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Name: Stefan Kindler
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Title: Director
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
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[Signature
Page Lars Windhorst to Amendement]
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Lars Windhorst
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Date: May 25, 2021
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/s/ Lars Windhorst
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
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[Signature
Page Advert Finance B.V. to Amendment]
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Advert Finance B.V.
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Date: May 25, 2021
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/s/ Stefan Kindler
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By:
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Advert Investment B.V.
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Its:
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solely authorised managing director
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By:
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Stefan Kindler
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Its:
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solely authorised managing director
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|
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
[Signature Page Digital Turbine Luxembourg S.à
r.l. to Amendment]
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Digital Turbine Luxembourg S.à r.l.
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Date: May 25, 2021
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/s/ Bill Stone
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Name: Bill Stone
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Title: Director
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
[Signature Page Digital Turbine, Inc. to Amendment]
|
Digital Turbine, Inc.
|
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Date: May 25, 2021
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/s/ Bill Stone
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Name: Bill Stone
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Title: Director
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
[Signature Page Digital Turbine Media, Inc.
to Amendment]
|
Digital Turbine Media, Inc.
|
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Date: May 25, 2021
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/s/ Bill Stone
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|
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Name: Bill Stone
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|
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Title: Director
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Project Firefly
Sale and Purchase Agreement
1st Amendment Agreement
Execution Copy
|
Exhibit 99.1
Digital Turbine
Announces Completion of Acquisition of Fyber N.V.
Acquisition
Represents Key Building Block in the Strategic Development of a Unique End-to-End App Advertising Monetization Platform
Fyber’s
Reported March Quarter Revenue Growth of 179% with Expanding Profit Margins Offer Immediate Accretion
Austin, TX –
May 25, 2021 – Digital Turbine, Inc. (Nasdaq: APPS) announced today that it has completed its acquisition of Fyber N.V. (Frankfurt
Stock Exchange: FBEN, “Fyber”), a leading mobile advertising monetization platform empowering global app developers to optimize
profitability through quality advertising. With its proven expertise in mediation and real-time bidding, Fyber has amassed an extensive
network with more than 180 programmatic demand partners that reach a total of 650 million unique monthly active users across more than
180 different countries globally. The Company’s proprietary technology platform and expertise in mediation, real-time bidding,
advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution.
The acquisition
of Fyber is a critical component of Digital Turbine’s broader strategy to provide comprehensive media and advertising solutions
for our partners and advertisers while enriching the mobile experience for end users through native on-device discovery. By combining
Fyber’s rapidly growing mediation, exchange and advertising solutions with Digital Turbine’s core native application and
content discovery experiences, the combined company should be ideally positioned to be a leading end-to-end solution for mobile brand acquisition
and monetization. For a complete, detailed description of the structure and terms of the transaction, please refer to the Company’s
filings with the Securities and Exchange Commission.
“We are excited
to formally welcome Fyber to the Digital Turbine team today,” said Digital Turbine CEO, Bill Stone. “Combined with
our recently completed AdColony and Appreciate acquisitions, Fyber represents a very important puzzle piece for Digital Turbine in its
mission to develop one of the largest full-stack, fully-independent, mobile advertising solutions in the industry. The combined platform
offering is already generating more than $1 billion in annualized revenue and is advantageously positioned going forward to leverage
the Company’s existing on-device software presence and vast global distribution footprint. We believe that we now have all
of the critical elements to fully establish Digital Turbine as a truly unique next-generation ad-tech ecosystem that will enable the
Company to play a far more prominent and profitable role in the fast-growing and secularly-thriving $200+ billion mobile advertising
and connected TV marketplace.”
Mr. Stone concluded,
“As evidenced by the reported 179% year-over-year revenue growth in the March quarter, the Fyber team has done an amazing job of
building a highly differentiated, growing and profitable standalone business. Their rapid growth and expanding profitability, as
demonstrated most recently with their strong March quarter results, is a testament to the quality of the Fyber team and the premium value
that the company innovatively delivers to its platform constituents. We are certainly excited about the anticipated revenue synergies
that Fyber, AdColony and Appreciate will engender for the combined company, our partners, and our customers. We look forward to providing
additional color and forward-looking commentary on our upcoming earnings call.”
Digital
Turbine Announces Completion of Acquisition of Fyber
May 25, 2021
Page 2 of 4
“We are very
excited to become part of the Digital Turbine family,” said Ziv Elul, CEO of Fyber. “Being part of Digital Turbine will provide
us strategic advantages and synergies in the marketplace to build upon the much larger opportunity in front of us.”
All historical
financial information for Fyber referenced above is based on, and the combined financial information provided above is based in part
on, International Financial Reporting Standards, is unaudited, and is subject to adjustment based on completion of the audit of Fyber’s
and AdColony’s financial statements, which adjustments may be material. Investors therefore should not place undue reliance on
such unaudited financial information. Following the closing of the acquisition, the Company intends to file the financial statements
of Fyber and AdColony and furnish pro forma financial information as required by Securities and Exchange Commission rules.
About Digital Turbine, Inc.
Digital Turbine
simplifies content discovery and delivers relevant content directly to consumer devices. The Company’s on-demand media platform
powers frictionless app and content discovery, user acquisition and engagement, operational efficiency and monetization opportunities.
Digital Turbine’s technology platform has been adopted by more than 40 mobile operators and OEMs worldwide, and has delivered more
than three billion app preloads for tens of thousands of advertising campaigns. The Company is headquartered in Austin, Texas, with global
offices in Arlington, Durham, Mumbai, San Francisco, Singapore and Tel Aviv. For additional information visit www.digitalturbine.com.
Forward-Looking Statements
This news release
includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements in this news release that are not statements of historical fact and
that concern future results from operations, financial position, economic conditions, product releases and any other statement that may
be construed as a prediction of future performance or events, including financial projections and growth in various products are forward-looking
statements that speak only as of the date made and which involve known and unknown risks, uncertainties and other factors which may,
should one or more of these risks uncertainties or other factors materialize, cause actual results to differ materially from those expressed
or implied by such statements. These factors and risks include:
Digital Turbine Announces Completion
of Acquisition of Fyber
May 25, 2021
Page 3 of 4
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a
decline in general economic conditions nationally and internationally
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decreased
market demand for our products and services
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market
acceptance and brand awareness of our products
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risks
associated with indebtedness
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the
ability to comply with financial covenants in outstanding indebtedness
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the
ability to protect our intellectual property rights
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risks
associated with adoption of our platform among existing customers (including the impact of
possible delays with major carrier and OEM partners in the roll out for mobile phones deploying
our platform)
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actual
mobile device sales and sell-through where our platform is deployed is out of our control
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risks
associated with our ability to manage the business amid the COVID-19 pandemic
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the
impact of COVID-19 on our partners, digital advertising spend and consumer purchase behavior
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the
impact of COVID-19 on our results of operations
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risks
associated with new privacy laws, such as the European Union’s GDPR and similar laws
which may require changes to our development and user interface for certain functionality
of our mobile platform
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risks
associated with the timing of our platform software pushes to the embedded bases of carrier
and OEM partners
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risks
associated with end user take rates of carrier and OEM software pushes which include our
platform
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new
customer adoption and time to revenue with new carrier and OEM partners is subject to delays
and factors out of our control
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risks
associated with fluctuations in the number of our platform slots across US carrier partners
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required
customization and technical integration which may slow down time to revenue notwithstanding
the existence of a distribution agreement
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risks
associated with delays in major mobile phone launches, or the failure of such launches to
achieve the scale
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customer
adoption that either we or the market may expect
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the
difficulty of extrapolating monthly demand to quarterly demand
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the
challenges, given the Company’s comparatively small size, to expand the combined Company's
global reach, accelerate growth and create a scalable, low-capex business model that drives
EBITDA (as well as adjusted EBITDA)
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ability
as a smaller company to manage international operations
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varying
and often unpredictable levels of orders; the challenges inherent in technology development
necessary to maintain the Company's competitive advantage such as adherence to release schedules
and the costs and time required for finalization and gaining market acceptance of new products
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changes
in economic conditions and market demand
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rapid
and complex changes occurring in the mobile marketplace
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pricing
and other activities by competitors
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technology
management risk as the Company needs to adapt to complex specifications of different carriers
and the management of a complex technology platform given the Company's relatively limited
resources
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Digital Turbine Announces Completion of Acquisition of Fyber
May 25, 2021
Page 4 of 4
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risks
and uncertainties associated with the integration of the acquisition of AdColony, including
our ability to realize the anticipated benefits of the acquisition and the satisfaction of
related earn-out provisions
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risks
and uncertainties associated with the integration of the acquisition of Fyber, including
our ability to realize the anticipated benefits of the acquisition and the satisfaction of
related earn-out provisions
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other
risks including those described from time to time in Digital Turbine's filings on Forms 10-K
and 10-Q with the Securities and Exchange Commission (SEC), press releases and other communications.
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You should not
place undue reliance on these forward-looking statements. The Company does not undertake to update forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law.
Investor
Relations Contacts:
Brian Bartholomew
Digital Turbine
brian.bartholomew@digitalturbine.com
SOURCE Digital
Turbine, Inc.
