Mobivity agrees to sell substantially all assets (Connected Rewards) to Mistplay for $5.3M cash plus stock and earn-out

MOBIVITY HOLDINGS CORP.

Cash consideration of $5.3M, subject to working capital adjustment; $300K to be awarded to employees.
Additional consideration: 6,328,991 Class B Common Shares of Reward Holdings, ULC, plus potential earn-out equity.
Transaction subject to stockholder approval, third-party consents, and other customary closing conditions; expected to close Q1 2026.
Buyer obtains buy-side R&W insurance; Mobivity pays 50% of premium and related costs.
Either party may terminate if closing does not occur by May 15, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MOBIVITY HOLDINGS CORP. entered into Asset Purchase Agreement with Mistplay Inc. and Reward Holdings, ULC valued at $5,300,000 plus 6,328,991 Class B Common Shares of Holdings plus Earn-Out Equity Interests (effective 2026-01-16).

Action: entry
Agreement: asset purchase
Counterparty: Mistplay Inc. and Reward Holdings, ULC
Value: $5,300,000 plus 6,328,991 Class B Common Shares of Holdings plus Earn-Out Equity Interests
Effective: 2026-01-16

Exact text from the filing

On January 16, 2026, Mobivity Holdings Corp., a Nevada corporation (the “ Company ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Mistplay Inc., a company incorporated under the laws of the Province of British Columbia (the “ Buyer ”), and Reward Holdings, ULC, an unlimited liability company incorporated under the laws of the Province of British Columbia (“ Holdings ”).

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MOBIVITY HOLDINGS CORP. filing history →

Source: SEC EDGAR

accession 0001493152-26-002779

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