MOBIVITY HOLDINGS CORP. 8-K

What Happened
Mobivity Holdings Corp. (MFON) announced it closed the sale of substantially all of its business assets to Mistplay, Inc. The Asset Purchase Agreement was dated January 16, 2026; the 8-K was filed March 31, 2026 and the Company filed a Certificate of Amendment to its Articles on March 26, 2026. At closing Mobivity received $5,118,756.43 in cash (including a $300,000 employee reserve) and 6,328,991 Class B common shares of Reward Holdings, ULC (Holdings / Mistplay), and may receive additional equity-based contingent consideration if earnout milestones are achieved. The buyer assumed certain liabilities and accounts payable as set forth in the Purchase Agreement. In connection with the closing, certain convertible and senior secured convertible promissory notes were amended and automatically converted into newly issued shares of Preferred Stock (as described in the Definitive Information Statement filed March 5, 2026).

Key Details

• Purchase price at closing: $5,118,756.43 cash (reflecting a $181,243.57 working capital shortfall) plus 6,328,991 Holdings Class B shares; potential additional equity earnouts.
• Assets sold included receivables, business records, material contracts, IP, software, customer data, permits (to the extent transferable), related goodwill and certain insurance rights.
• Charter change: increased authorized common shares from 100,000,000 to 200,000,000 and authorized up to 150,000,000 shares of Non‑Voting Preferred Stock convertible into common (Certificate filed March 26, 2026).
• Pro forma (unaudited) snapshot after closing: total assets $20.66M, including a $13.35M investment in Mistplay; total liabilities $2.90M; stockholders’ deficit ~$17.76M (based on most recent financials through Sept 2025).

Why It Matters
This filing signals Mobivity has divested the operations that comprised its business and now holds cash plus a significant equity stake in the acquiring business (Mistplay/Holdings). The charter amendment authorizes a large pool of convertible non-voting preferred shares, which changes the company’s potential capital structure and could allow future equity issuances tied to the transaction or financing. For investors, the company’s operating profile has materially changed—from an operating business to a holder of cash and Mistplay equity with converted debt into preferred stock—so future SEC filings and the company’s Definitive Information Statement should be reviewed to understand ongoing value, dilution risk, and any earnout mechanics.