Initial Registration Statement for Employee Benefit Plan Form S 8

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
4.1	Form of Common Stock Certificate, incorporated by reference to Exhibit 4.8 to the Company's Registration Statement on Form S-1/A (File No. 333-214321) filed with the Commission on December 23, 2016.
4.2	Description of our Capital Stock (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K filed with the Commission on June 10, 2021).
5.1*		Opinion of Jackson Walker L.L.P.
23.1*		Consent of Grant Thornton LLP.
23.2*	Consent of Jackson Walker L.L.P. (contained in its opinion filed as Exhibit 5.1).
24.1*		Power of Attorney (included on signature page hereto).
99.1		2020 Equity Incentive Plan of Digital Turbine, Inc., and First Amendment and Israeli Appendix thereto (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K, filed with the Commission on June 10, 2021).
99.2		Second Amendment to the 2020 Equity Incentive Plan of Digital Turbine, Inc. (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K filed with the Commission on May 28, 2024).
99.3	Third Amendment to the 2020 Equity Incentive Plan of Digital Turbine, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Commission on August 27, 2024).
107*	Filing Fee Table

*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