Digital Turbine eases loan liquidity covenant to $15M
Digital Turbine, Inc. amended its main financing agreement with lenders led by Blue Torch Finance LLC.
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Form Type
8-K
Rhea-AI Filing Summary
Digital Turbine, Inc. amended its main financing agreement with lenders led by Blue Torch Finance LLC. The change revises the loan’s liquidity covenant so the required minimum liquidity between April 1, 2026 and December 31, 2026 is reduced to $15,000,000.
The company also amended certain outstanding warrants to purchase common stock. These warrant amendments suspend the company’s obligation to provide registration rights for the resale of shares underlying the warrants until October 1, 2026.
Insights
Digital Turbine gains covenant relief while delaying warrant resale registration.
Digital Turbine negotiated a change to its Financing Agreement with lenders, lowering the required minimum liquidity to $15,000,000 for the period between April 1, 2026 and December 31, 2026. This directly affects how much cash and equivalents it must maintain under the loan.
The company also amended certain outstanding warrants, suspending its obligation to provide registration rights for resale of the underlying common shares until October 1, 2026. This shifts timing for potential registered resales but does not change the warrant terms themselves in the excerpt provided.
Taken together, these steps adjust both lending terms and equity-linked documentation. The actual effect on liquidity and trading of warrant shares will depend on future operating performance and any subsequent disclosures.
8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Liquidity covenant: $15,000,000
Registration rights suspension end date: October 1, 2026
Financing amendment date: April 20, 2026
3 metrics
Liquidity covenant
$15,000,000
Minimum liquidity required between April 1, 2026 and December 31, 2026
Registration rights suspension end date
October 1, 2026
End of suspension for registration rights on certain warrant shares
Financing amendment date
April 20, 2026
Date of First Amendment to Financing Agreement
Key Terms
Material Definitive Agreement, liquidity covenant, registration rights, warrants, +1 more
5 terms
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
liquidity covenant financial
"amend the liquidity covenant to reduce the liquidity requirement"
A liquidity covenant is a promise in a loan or bond agreement that the borrower will keep a minimum amount of easily available cash or short‑term assets, or meet a simple cash ratio, so it can pay bills and interest when due. Investors care because it reduces the chance of missed payments or default—think of it as a required safety reserve or fuel gauge that limits risky spending and protects lenders and shareholders by forcing more conservative cash management.
registration rights regulatory
"suspend the Company’s obligation to provide certain registration rights"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
warrants financial
"amended (the “Warrant Amendments”) certain outstanding warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
collateral agent financial
"Blue Torch Finance LLC, as administrative agent and as collateral agent"
A collateral agent is a neutral third party that holds and manages the assets pledged to secure a loan on behalf of a group of lenders, acting like the keyholder to a shared safe. If the borrower falls behind, the collateral agent enforces the lenders’ rights and coordinates who gets what, which affects how quickly and how much lenders can recover. Investors care because the agent’s role shapes recovery prospects, enforcement speed and the clarity of lenders’ claims.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Digital Turbine (APPS) change in its financing agreement?
Digital Turbine amended its Financing Agreement to revise the loan’s liquidity covenant. The change reduces the required minimum liquidity to $15,000,000 for the period between April 1, 2026 and December 31, 2026, affecting how much cash the company must keep available under the debt terms.
How much liquidity must Digital Turbine maintain after the amendment?
The amended Financing Agreement sets Digital Turbine’s required minimum liquidity at $15,000,000 for the period between April 1, 2026 and December 31, 2026. This covenant level is part of the company’s loan conditions with lenders led by Blue Torch Finance LLC.
Which lender is involved in Digital Turbine’s revised financing agreement?
The amended Financing Agreement lists Blue Torch Finance LLC as administrative agent and collateral agent. It acts on behalf of the lenders that are party to the agreement, which governs Digital Turbine’s borrowing terms and includes the updated liquidity covenant requirement.
What changes were made to Digital Turbine’s warrants in this 8-K?
Digital Turbine amended certain outstanding warrants to purchase common stock. The amendments suspend the company’s obligation to provide registration rights for resale of the underlying warrant shares, with this suspension lasting until October 1, 2026 according to the disclosed terms.
Where can investors find the full text of Digital Turbine’s amendments?
The full text of the First Amendment to the Financing Agreement is filed as Exhibit 10.2, and the form of Amendment to Warrant to Purchase Common Stock is filed as Exhibit 4.2. Both exhibits are attached to this Form 8-K and incorporated by reference.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): April 20, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
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) | |||||||
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.
| April 23, 2026 | Digital Turbine, Inc. | |||||||
| By: | /s/ Stephen Andrew Lasher | |||||||
| Stephen Andrew Lasher | ||||||||
| Executive Vice President & Chief Financial Officer | ||||||||