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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