8-K 1 v417067_8k.htm FORM 8-K

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) August 4, 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):

| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ¨ | 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 August 4, 2015, Digital Turbine, Inc. (the "Company") presented investor information at the Needham Interconnect Conference which included financial results for the first quarter of 2016. The investor presentation slides are attached hereto as Exhibit 99.1.

The information in the investor presentation is incorporated herein by reference.

| Item 7.01 | Regulation FD Disclosure.

A copy of the Company’s investor presentation is attached to this Current Report on Form 8-K as Exhibit 99.1. These slides will be posted on the “Investor Relations” area of the Company’s website at www.digitalturbine.com. From time to time, the Company may also use this presentation in conversations with investors and analysts.

The information reported in Item 7.01 shall not be deemed "filed" for any purpose, including for 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. The information in Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

The information being reported in under Items 2.02, which is incorporated herein by reference, and 7.01 in this Current Report on Form 8-K (including Exhibit 99.1 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 |  | Investor Presentation Slides.

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: August 4, 2015 | Digital Turbine, Inc.
| By: | /s/ Andrew Schleimer
|  | Andrew Schleimer
|  | Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No. |  | Description
99.1 |  | Investor Presentation Slides.