APPS Digital Turbine, Inc. - 8-K

Item 1.01     Entry into a Material Definitive Agreement.

Amendment to Financing Agreement

On April 20, 2026, Digital Turbine, Inc. (the “Company”) amended its Financing Agreement (the “Financing Amendment”) among the Company, certain other wholly owned subsidiaries of the Company, as guarantors, Blue Torch Finance LLC, as administrative agent and as collateral agent, and the lenders from time to time party thereto to, among other things, amend the liquidity covenant to reduce the liquidity requirement for the period between April 1, 2026 and December 31, 2026 to $15,000,000.

The above summary of the Financing Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Financing Amendment, a copy which is attached as Exhibit 10.2 to this Current Report on Form 8-K (this “Report”) and incorporated by reference into this Item 1.01.

Amendment to Warrants to Purchase Common Stock

On April 20, 2026, the Company amended (the “Warrant Amendments”) certain outstanding warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Warrant Amendments suspend the Company’s obligation to provide certain registration rights with respect to the resale of shares of Common Stock underlying the Warrants held by or issuable to the holders from time to time until October 1, 2026.

The foregoing description of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendments, a form copy of which is attached as Exhibit 4.2 to this Report and incorporated by reference into this Item 1.01.

Item 9.01        Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

4.1

Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).

4.2

Form of Amendment to Warrant to Purchase Common Stock.

10.1

Financing Agreement, dated as of August 29, 2025, by and among the Company, each subsidiary of the Company listed as a “Borrower” on the signature pages thereto, each subsidiary of the Company listed as a “Guarantor” on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).

10.2

First Amendment to Financing Agreement, dated April 20, 2026, by and among the Company, each subsidiary of the Company listed as a “Borrower” on the signature pages thereto, each subsidiary of the Company listed as a “Guarantor” on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent for the lenders.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)