Item 9.01 Financial Statements and Exhibits






(a)    Financial Statements of Businesses Acquired.

The consolidated financial statements of Ventus required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.3 hereto and incorporated herein by reference.





(b)    Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations of Digi and Ventus for the nine months ended June 30, 2021 and the year ended September 30, 2020, are attached as Exhibit 99.4 hereto and incorporated herein by reference.





(d)    Exhibits.

The following exhibits are provided herewith:





  Exhibit
    No.                                       Description
   2.1*†         Purchase Agreement dated as of November 1, 2021 by and among Keith
               Charette, Steven Glaser, The Keith R. Charette DE Incomplete - Gift
               Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP
               Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc.,
               VClipz, Inc., and Digi International Inc.

10.1 * † Second Amended and Restated Credit Agreement dated as of November 1,


               2021, by and among Digi International Inc., as the Borrower, BMO Harris
               Bank N.A., as administrative agent and collateral agent, BMO Capital
               Markets Corp., as sole lead arranger and book runner, and the other
               lenders from time to time party thereto.
   10.2*         Third Amended and Restated Credit Agreement dated December 22, 2021, by
               and among Digi International Inc. as the Borrower, BMO Harris Bank N.A.,
               as the administrative agent and collateral agent, BMO Capital Markets
               Corp, as the sole lead arranger and book runner, and other lenders from
               time-to-time party thereto (incorporated by reference from Exhibit 10.1
               to current report on Form 8-K filed December 23, 2021)
    23.1         Consent of Reynolds + Rowella, LLP, Independent Auditors

99.1 † Press Release dated November 2, 2021

99.2 † Investor Presentation dated November 2021


    99.3         Audited consolidated financial statements of Ventus Holdings, LLC and
               subsidiaries as of and for the years ended December 31, 2020 and 2019;
               unaudited condensed consolidated financial statements of Ventus Holdings,
               LLC and subsidiaries as of and for the six months ended June 30, 2021 and
               2020
    99.4         Unaudited pro forma condensed combined balance sheet as of June 30,
               2021 and unaudited pro forma condensed combined statements of operations
               for the nine months ended June 30, 2021 and the year ended September 30,
               2020 of Digi and Ventus
    104        Cover Page Interactive Data File (the cover page XBRL tags are embedded
               in the Inline XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to

Exhibit 10.1 have been omitted from this report and will be furnished

supplementally to the Commission upon request.

† Filed with Original Report.

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