MOBIVITY HOLDINGS CORP. 8-K

What Happened
Mobivity Holdings Corp. (MFON) announced it entered into an Asset Purchase Agreement dated January 16, 2026 to sell certain assets related to its Connected Rewards business to Mistplay Inc. The Board approved the transaction by unanimous written consent. The deal represents the sale of the assets that constitute substantially all of Mobivity’s assets and is expected to close in Q1 2026, subject to customary closing conditions and Mobivity stockholder approval.

Key Details

• Cash consideration: $5,300,000 (subject to customary working capital adjustment); $300,000 of this will be awarded to certain employees.
• Equity consideration: 6,328,991 Class B Common Shares of Reward Holdings, ULC, plus potential Earn-Out Equity Interests contingent on milestones.
• Transaction mechanics: part of the cash will be placed in escrow for post-closing adjustments and indemnification; Mobivity will pay 50% of the premium for a buy-side representations & warranties insurance policy.
• Closing conditions & timing: requires third-party consents, no legal restraint, and shareholder approval by written consent; either party may terminate if closing hasn’t occurred by May 15, 2026.

Why It Matters
This is a material disposition: Mobivity is selling the Connected Rewards assets that constitute substantially all of its assets, which will significantly change the company’s operations and balance sheet if the transaction closes. The final proceeds to Mobivity may differ from the headline amounts due to working capital adjustments, escrow set-offs, indemnification claims and any earn-out outcomes. Shareholder approval and required third-party consents are still outstanding, so the transaction is not yet final.