Item 3.02. Unregistered Sales of Equity Securities.
As previously reported, on March 22, 2021, Digital Turbine, Inc., a Delaware
corporation ("Digital Turbine"), and Digital Turbine Luxembourg S.à r.l., a
private limited company under the laws of the Grand Duchy of Luxembourg and a
subsidiary of Digital Turbine (together, the "Purchaser"), entered into a Sale
and Purchase Agreement (as amended, the "Sale and Purchase Agreement") with
Tennor Holding B.V. ("Tennor"), Advert Finance B.V., and Lars Windhorst
(collectively, the "Sellers"), pursuant to which the Purchaser acquired all of
the Seller's shares ("Fyber Shares") in Fyber N.V., a public limited liability
company registered with the Netherlands Chamber of Commerce Business Register
("Fyber").
Pursuant to the earn-out provision in the Sale and Purchase Agreement, Digital
Turbine agreed, contingent upon Fyber's net revenues (revenues less associated
license fees and revenue share) being equal to or higher than $100.0 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, to issue to the Sellers a
certain number of shares of Digital Turbine's common stock, which value of such
shares, based on the weighted average share price of Digital Turbine common
stock for the 30-days prior to the end of the earn-out period, and, under
certain circumstances, an amount of cash, the aggregate value of which will not
exceed $50.0 million. On May 19, 2022, pursuant to the terms of the earn-out
provision of the Sale and Purchase Agreement, Digital Turbine issued to Tennor
1,181,862 newly-issued shares of Digital Turbine common stock (the "Earn-Out
Shares") as payment in full of the earn-out amount under the Sale and Purchase
Agreement based on the full achievement of the earn-out.
The Earn-Out Shares 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 Tennor which 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 the
Earn-Out 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.
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