[8-K] Live Oak Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

ALT5 Sigma Corporation (NASDAQ: ALTS) filed an 8-K announcing the May 9 2025 acquisition of “Mswipe,” a Canada-based provider of multi-currency, fiat- and crypto-enabled payment card solutions available on Visa and Mastercard networks.

• Strategic rationale: Mswipe’s B2B platform extends ALT5’s existing digital-asset settlement offering by adding globally usable physical & virtual cards, real-time FX/crypto conversion and robust compliance.
• Consideration: (i) 1 million restricted ALTS shares valued at $6.10 each (~$6.1 M); (ii) 500 k four-year warrants exercisable at $5.50; (iii) $4.8 M in shares of spin-off Alyea Therapeutics; (iv) two 14-month promissory notes totalling ~$1 M at 3.99% interest; and (v) assumption/reset of an existing $5.1 M target-level note.
• Contingent payout: Sellers may receive a one-time earn-out of up to $20 M (cash or stock) if the operating subsidiaries reach ≥$15 M annualised or actual revenue.
• Audited FY25/FY24 Mswipe financials (Ex. 99.1) and unaudited pro-forma combined statements (Ex. 99.2) were filed; a press release (Ex. 99.3) was issued on May 13 2025.

No immediate revenue or EPS guidance was provided. The transaction is expected to close seamlessly as ALT5 integrates card issuance, aiming to bridge digital assets with traditional payment rails.

Positive

• Strategic fit: Adds globally accepted crypto-to-fiat cards, expanding ALT5’s addressable market.
• Low cash outlay: Majority of consideration in stock and warrants preserves cash.
• Earn-out structure: Aligns seller incentives with future revenue performance.

Negative

• Share dilution: 1 M new shares plus 0.5 M warrants (~6% potential increase in float).
• Contingent liability: Up to $20 M earn-out could strain capital if triggered.
• Additional debt: Assumed and issued notes add ≈$6.1 M principal at 3.99%.

Insights

Financial Analyst

TL;DR Acquisition broadens ALTS’s payment stack but adds dilution and contingent liabilities; net impact depends on Mswipe’s revenue realisation.

The structure mixes equity (≈$6.1 M shares + 0.5 M warrants) and modest debt, limiting upfront cash burn. However, potential $20 M earn-out could become material if revenue milestones are met, pressuring future liquidity. Assuming ALTS’s ~25 M share float, new shares/warrants imply ~6% potential dilution. Strategically, card issuance enhances stickiness and cross-sell, positioning ALTS against larger crypto-to-fiat processors like Wirex and Coinbase Card. Lack of historical Mswipe revenue/profit data clouds accretion analysis; investors should scrutinise Ex. 99.1/99.2 for margin impact. Overall, the deal is impactful but valuation risk remains.

Industry Specialist – Payments

TL;DR Adding Visa/Mastercard cards gives ALT5 instant global acceptance and regulatory cover, a major competitive upgrade in crypto payments.

Mswipe’s dual-network BIN sponsorship and compliance stack are hard to replicate quickly; this shortens ALT5’s go-to-market by years. The B2B focus lets ALT5 white-label cards for exchanges, neobanks and fintechs, diversifying revenue beyond trading fees. Real-time forex/crypto swap functionality aligns with rising demand for borderless treasury solutions. Integration risk is moderate because both firms operate API-driven architectures. Key watch-item: maintaining card programme risk thresholds amid volatile crypto cycles. If earn-out targets are met, ALT5’s top line could lift ≥$15 M, material versus its small-cap base.

FALSE000146212000014621202025-07-232025-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

LIVE OAK BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

North Carolina

001-37497

26-4596286

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1741 Tiburon Drive,

Wilmington,

NC

28403

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 790-5867

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Voting Common Stock, no par value per share			LOB			New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.    Results of Operations and Financial Condition.

On July 23, 2025, Live Oak Bancshares, Inc. (the “Company”) announced financial results for the second quarter ended June 30, 2025. A copy of the press release announcing the Company’s results for the second quarter is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information contained in this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Description
99.1						Press release dated July 23, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			LIVE OAK BANCSHARES, INC.
Date: July 23, 2025			By:			/s/ Walter J. Phifer
						Walter J. Phifer Chief Financial Officer

2

FAQ

What company did ALT5 Sigma acquire in May 2025?

ALT5 acquired Mswipe, a provider of multi-currency fiat and crypto payment card services.

How much did ALT5 pay for Mswipe?

Consideration includes ~$6.1 M in ALTS stock, 0.5 M warrants, $4.8 M Alyea shares, ≈$1 M in new notes and assumption of a $5.1 M note.

Is there an earn-out tied to the Mswipe acquisition?

Yes. Sellers may receive up to $20 M if the operating subsidiaries generate ≥$15 M revenue.

Will the acquisition dilute current ALTS shareholders?

Issuing 1 M shares and 0.5 M warrants could add roughly 6 % dilution based on an estimated 25 M share base.

Where can investors find Mswipe’s historical financials?

Audited FY25/FY24 statements are filed as Exhibit 99.1 to the 8-K.

Did ALT5 provide pro-forma financial impact?

Unaudited pro-forma combined statements are available in Exhibit 99.2.