As filed with the Securities and Exchange Commission on August 29, 2024
Registration No. [333- ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DIGITAL TURBINE, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 22-2267658 (I.R.S. Employer Identification No.) | |||||||
110 San Antonio Street, Suite 160 Austin, Texas (Address of principal executive offices) | 78701 (Zip code) | |||||||
2020 Equity Incentive Plan of Digital Turbine, Inc.
(Full title of the plan)
Barrett Garrison
Chief Financial Officer
Digital Turbine, Inc.
110 San Antonio Street, Suite 160
Austin, Texas 78701
(Name and address of agent for service)
(512) 387-7717
(Telephone number, including area code, of agent for service)
Copy to:
Michael F. Meskill Jackson Walker L.L.P. 100 Congress Ave., Suite 1100 Austin, Texas 78701 (512) 236-2000 (512) 236-2002 (facsimile) | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☒ | Accelerated Filer ☐ | Non-accelerated Filer ☐ | Smaller Reporting Company ☐ | 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 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTORY STATEMENT
STATEMENT UNDER GENERAL INSTRUCTION E – REGISTRATION OF ADDITIONAL SHARES
The additional shares to be registered by this registration statement are of the same class as those securities covered by Digital Turbine, Inc.’s previously-filed registration statement on Form S-8 filed with the Securities and Exchange Commission on November 16, 2020 (Registration No. 333-250111) (the “Prior Registration Statement”) with respect to the 2020 Equity Incentive Plan of Digital Turbine, Inc., as amended. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement, including reports under the Securities Exchange Act of 1934, as amended, that Digital Turbine, Inc. (the “Company”) filed after the date of the Prior Registration Statement to maintain current information about the Company are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Digital Turbine, Inc. (the “Company”) are incorporated by reference, as of their respective dates, in this registration statement:
•the Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 28, 2024;
•the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the Commission on August 7, 2024;
•the Current Reports on Form 8-K filed with the Commission on April 8, 2024, May 29, 2024, and August 27, 2024;
•the Definitive Proxy Statement on Schedule 14A filed with the Commission on July 15, 2024;
•the description of the Company’s Common Stock contained in its registration statement on Form 8-A filed with the Commission on June 6, 2013.
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |||||||
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Digital Turbine, Inc., certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 29th day of August, 2024.
| Digital Turbine, Inc. | ||||||||
| By: |  | |||||||
Name: | William Gordon Stone III | |||||||
Title: | Chief Executive Officer | |||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of William Gordon Stone III, James Barrett Garrison and Joshua Kinsell, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or their substitutes or resubstitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| Chairman of the Board | August 28, 2024 | |||||||||||||
| Robert Deutschman | ||||||||||||||
| Chief Executive Officer and Director | August 29, 2024 | |||||||||||||
| William Gordon Stone III | (Principal Executive Officer) | |||||||||||||
| Chief Financial Officer | August 28, 2024 | |||||||||||||
| James Barrett Garrison | (Principal Financial Officer) | |||||||||||||
| Chief Accounting Officer | August 28, 2024 | |||||||||||||
| Joshua Kinsell | (Principal Accounting Officer) | |||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Roy H. Chestnutt | ||||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Holly Hess Groos | ||||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Mohan S. Gyani | ||||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Jeffrey Karish | ||||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Mollie V. Spilman | ||||||||||||||
| Director | August 28, 2024 | |||||||||||||
| Michelle Sterling | ||||||||||||||