{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-002779","form_type":"8-K","ticker":"MFON","cik":"0001447380","company_name":"MOBIVITY HOLDINGS CORP.","filed_at":"2026-01-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.104934+00:00","generated_at":"2026-05-16T09:31:40.644700+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Mobivity agrees to sell substantially all assets (Connected Rewards) to Mistplay for $5.3M cash plus stock and earn-out","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-002779","json":"https://secwatch.observer/filing/0001493152-26-002779.json","markdown":"https://secwatch.observer/filing/0001493152-26-002779.md","text":"https://secwatch.observer/filing/0001493152-26-002779.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1447380/000149315226002779/0001493152-26-002779-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1447380/000149315226002779/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T09:31:40.644700+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5f1433acfe9ecd07a317b8dabb6afc5d8111242a","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1447380/000149315226002779/0001493152-26-002779-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Mistplay Inc. and Reward Holdings, ULC"},{"label":"Value","value":"$5,300,000 plus 6,328,991 Class B Common Shares of Holdings plus Earn-Out Equity Interests"},{"label":"Effective","value":"2026-01-16"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}