Heritage Global Inc. 8-K

What Happened

• Heritage Global Inc. (HG) disclosed on Form 8‑K that its wholly owned subsidiary Heritage DebtX LLC acquired substantially all assets and certain liabilities of The Debt Exchange, Inc. (“DebtX”), effective January 1, 2026; the Purchase Agreement was signed and the transaction closed January 9, 2026.
• HG paid $8,450,000 in cash from cash on hand. Heritage DebtX LLC will operate DebtX’s loan‑portfolio advisory, valuation, market data and execution support business within HG’s Financial Assets Division.
• HG also entered an employment agreement with Bruce Hounsell to lead the business: consultant/independent contractor through January 26, 2026; Co‑President through March 31, 2026; then President of Heritage DebtX LLC.

Key Details

• Purchase price: $8,450,000 paid in cash; effective date of asset acquisition: January 1, 2026; closing date: January 9, 2026.
• Employment terms for Bruce Hounsell: base salary $400,000 per year; eligible for performance bonus tied to net operating income; one‑time grant of 500,000 non‑qualified stock options vesting ratably over three years; employment term through Jan 26, 2029 with optional one‑year extensions.
• Additional terms: customary reps, warranties, indemnities, confidentiality, non‑solicit and non‑compete provisions in the Purchase Agreement; a commission/revenue‑share arrangement with MaisieDog LLC tied to $500,000 aggregate compensation cap.
• HG furnished a press release about the transaction on January 12, 2026 (Exhibit 99.1).

Why It Matters

• The acquisition brings DebtX’s loan‑portfolio advisory, valuation, proprietary market data and transaction execution capabilities into HG’s Financial Assets Division, potentially expanding HG’s service offerings in loan/asset markets.
• The deal was funded from HG’s cash on hand and closed for a modest cash purchase price ($8.45M), so investors should watch subsequent filings for any reported impact on revenue, margins or integration costs.
• Leadership continuity is addressed by hiring Bruce Hounsell as President of Heritage DebtX LLC, with compensation and equity incentives designed to align his interests with the business; investors should monitor future disclosures for client retention, revenue contribution and how the acquired assets are integrated.