Digital Turbine (APPS)

Risks

• Risks Related to the Mobile Advertising Industry Generally
• Industry Regulatory Risks
• Risks Related to Our Management, Employees, and Acquisitions
• Risks Related to Our Intellectual Property and Potential Liability
• Risks Relating to Our Common Stock and Capital Structure
• The markets for our products and services are rapidly evolving and may decline or experience limited growth.
• We have a history of net losses, may incur substantial net losses in the future, and may not achieve or sustain profitability in the future.
• We have a limited operating history for our current portfolio of assets, which may make it difficult to evaluate our business.
• The failure to successfully integrate the business and operations of our recent acquisitions or delays in such integration may adversely affect our future results.
• Growth may place significant demands on our management and our infrastructure.
• Our operations are global in scope, and we face added business, political, regulatory, legal, operational, financial, and economic risks as a result of our international operations and distribution, any of which could increase our costs and hinder our growth.
• The Russia-Ukraine Conflict has caused, and is currently expected to continue to cause, negative effects on geopolitical conditions and the global economy, including financial markets, inflation, and the global supply chain, which could have an adverse impact on our business, operating results, and financial condition.
• Our financial results could vary significantly from quarter-to-quarter and are difficult to predict.
• A significant portion of our revenue are currently being derived from a limited number of wireless carriers and customers. If any one of these carriers or customers were to terminate their agreement with us or if they were unable to fulfill their payment obligations, our financial condition and results of operations would suffer.
• If we are unsuccessful in establishing and increasing awareness of our brand and recognition of our products and services or if we incur excessive expenses promoting, maintaining, and/or enforcing our brand or our products and services, our potential revenue could be limited, our costs could increase, and our operating results and financial condition could be harmed.
• If our goodwill becomes impaired, we may be required to record a significant charge to earnings.
• Public health issues, such as a major epidemic or pandemic, could adversely affect our business or financial results.
• Downturns in the global economy, including financial market disruptions, could have an adverse impact on our business, operating results, or financial condition.
• Risks Related to the Mobile Advertising Industry Generally
• The mobile advertising business is an intensely competitive industry and we may not be able to compete successfully.
• Our business is dependent on the continued growth in usage of smartphones, tablets, and other mobile connected devices.
• The mobile advertising market may develop more slowly than expected, which could harm the business of the Company.
• Wireless communications technologies are changing rapidly, and we may not be successful in working with these new technologies.
• The complexity of and incompatibilities among mobile devices may require us to use additional resources for the development of our products and services.
• If wireless subscribers do not continue to use their mobile devices to access mobile content and other applications, our business growth and future revenue may be adversely affected.
• A shift of technology platform by wireless carriers and mobile device manufacturers could lengthen the development period for our offerings, increase our costs, and cause our offerings to be of lower quality or to be published later than anticipated.
• We may be unable to develop and introduce in a timely way new products or services, and our products and services may have defects or failures, which could harm our brand.
• If we fail to maintain and enhance our capabilities for our offerings to a broad array of mobile operating systems, our attractiveness to wireless carriers, equipment manufacturers, and customers will be impaired and our sales could suffer.
• The Company may not be able to enhance its mobile advertising platform to keep pace with technological and market developments.
• End user tastes are continually changing and are often unpredictable. If we fail to develop and publish new products and services that achieve market acceptance, our sales would suffer.
• Our business depends on the growth and maintenance of wireless communications infrastructure.
• Actual or perceived security vulnerabilities in mobile devices or wireless networks could adversely affect our revenue.
• We may be subject to legal liability (including potential issues with the use of intellectual property) associated with providing mobile and online services.
• Our business is dependent on our ability to maintain and scale our infrastructure, including our employees and third parties, and any significant disruption in our service could damage our reputation, result in a potential loss of customers, and adversely affect our financial results.
• Our products, services, and systems rely on software that is highly technical, and if it contains errors or viruses, our business could be adversely affected.
• We rely upon third-party data centers and providers of cloud-based infrastructure to host our platform. Any disruption in the operations of these third-party providers, limitations on capacity, or interference with our use could materially and adversely affect our business, financial condition, and results of operations.
• The Company does not have long-term agreements with its advertiser and publisher customers, and it may be unable to retain key customers, attract new customers, or replace departing customers with customers that can provide comparable revenue to the Company.
• The Company’s business is highly dependent on decisions and developments in the mobile device industry over which the Company has no control.
• The Company’s business may involve the use, transmission, and storage of confidential information and personally identifiable information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.
• Third parties control our access to unique identifiers, and if the use of “third-party cookies” or other technology to uniquely identify devices is rejected by Internet users, restricted or otherwise subject to unfavorable regulation or intellectual property claims, blocked or limited by technical changes on end users’ devices and web browsers, or our and our customers’ ability to use data on our platform is otherwise restricted, our performance may decline and we may lose advertisers, publishers and revenue.
• System failures could significantly disrupt the Company’s operations and cause it to lose advertiser or publisher customers or advertising inventory.
• System security risks, data protection breaches, cyber-attacks, and systems integration issues could disrupt our internal operations or information technology services provided to customers, and any such disruption could reduce our expected revenue, increase our expenses, damage our reputation, and adversely affect our stock price.
• Industry Regulatory Risks
• We are subject to rapidly changing and increasingly stringent laws, contractual obligations and industry standards relating to privacy, data protection, data security and the protection of children. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could harm our business.
• We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
• We are subject to governmental economic sanctions requirements and export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.
• We rely on our current understanding of regional regulatory requirements pertaining to the marketing, advertising, and promotion of our products and services, and any adverse change in such regulations, or a finding that we did not properly understand such regulations, may significantly impact our ability to market, advertise, and promote our products and services and thereby adversely impact our revenue, our operating results, and our financial condition.
• Government regulation of our marketing methods could restrict our ability to adequately advertise and promote our content, products, and services available in certain jurisdictions.
• Our revenue may fluctuate significantly based on mobile device sell-through, over which we have no control.
• Activities of the Company’s advertiser customers could damage the Company’s reputation or give rise to legal claims against it.
• Mobile applications and advertising are relatively new, as are our products, which are evolving, and growth in revenue from those areas is uncertain and changes in the industry may negatively affect our revenue and financial results.
• Our growth and monetization on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that we do not control as we are largely an Android-based technology provider.
• If we fail to deliver our products and services ahead of the commercial launch of new mobile device models, our sales may suffer.
• The Company does not control the mobile networks over which it provides its advertising services.
• If our access to quality advertising inventory is diminished or fails to expand, our revenue could decline and our growth could be impeded.
• Our failure to meet standards and provide services that our advertisers and inventory suppliers trust could harm our brand and reputation and those of our partners and negatively impact our business, financial condition and results of operations.
• Risks Related to Our Management, Employees, and Acquisitions
• Our business and growth may suffer if we are unable to hire and retain key talent who are in high demand.
• Our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business, financial condition, and results of operations could be harmed.
• We plan to continue to review opportunities and possibly make acquisitions, which could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect our financial condition and results of operations.
• Risks Related to Our Intellectual Property and Potential Liability
• Third parties may obtain and improperly use our intellectual property; and if so, our competitive position may be adversely affected, particularly if we do not, or are unable to, adequately protect our intellectual property rights.
• Third parties may sue us for intellectual property infringement, which may prevent or limit our use of the intellectual property and disrupt our business and could require us to pay significant damage awards.
• Our platform contains third-party open source software components, which may pose particular risks to our proprietary software, technologies, and solutions in a manner that could negatively affect our business.
• Litigation may harm our business.
• Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by malicious software, and other losses.
• Risks Relating to Our Common Stock and Capital Structure
• The Company has secured and unsecured indebtedness, which could limit its financial flexibility.
• To service our debt and fund our other capital requirements, we will require a significant amount of cash and our ability to generate cash will depend on many factors beyond our control.
• The market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the current price.
• If we fail to comply with the continued listing requirements of the NASDAQ Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
• The sale of securities by us in any equity or debt financing, or the issuance of new shares related to an acquisition, could result in dilution to our existing stockholders and have a material adverse effect on our earnings.
• We may choose to raise additional capital to finance the purchase price of acquisitions or to otherwise accelerate the growth of our business, and we may not be able to raise capital to grow our business on terms acceptable to us or at all.
• Future sales of our common stock in the public market could lower the market price of our common stock.
• If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.
• We do not anticipate paying dividends.
• We have identified a material weakness in our internal control over financial reporting and disclosure controls and procedures which could, if not remediated, result in additional material misstatements in our financial statements. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
• Maintaining and improving our financial controls and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified members for our Board of Directors.
• Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our common stock.
• Our bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes between us and our stockholders.