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0001447380
0001447380
2026-03-26
2026-03-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 26, 2026
Mobivity
Holdings Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53851 |
|
26-3439095 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3133
West Frye Road, # 215
Chandler,
Arizona 85226
(Address
of principal executive offices) (Zip Code)
(877)
282-7660
(Registrant’s
telephone number, including area code)
N/A
(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 |
| None |
|
None |
|
None |
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. ☐
Item
2.01. Completion of Acquisition or Disposition of Assets
On
March 26, 2026, Mobivity Holdings Corp. (the “Company”) consummated the sale of substantially all of the assets of the Company
(the “Business”) to Mistplay, Inc. (“Buyer”), pursuant to that certain Asset Purchase Agreement, dated as of
January 16, 2026 (the “Purchase Agreement”), by and among the Company, Buyer, and its affiliate, Reward Holdings, ULC (“Holdings”).
The assets sold pursuant to the Purchase Agreement included substantially all of the assets used in the operation of the Business, including,
among other things, (i) the accounts receivable, rebates receivable and other miscellaneous receivables; (ii) books, records, and files
of the Business maintained by the Company and related to the Business; (iii) material intellectual property contracts and other contracts
of the Company; (iv) intellectual property and the Company’s rights in software, IT systems, customer data, and business permits
(to the extent transferable), together with related goodwill and certain insurance rights related to the Business; and (v) all additional
assets, properties and businesses listed on Schedule 2.2(l) of the Purchase Agreement. In connection with the closing, Buyer assumed
(i) certain liabilities relating to the acquired assets and (ii) accounts payable as set forth on Schedule 2.4(b) of the Purchase Agreement.
The disposition was approved by the Company’s board of directors and by written consent of the requisite stockholders, as further
described in the Company’s Definitive Information Statement on Schedule 14C filed on March 5, 2026 (the “Definitive Information
Statement”). The foregoing descriptions of assets and liabilities purchased and assumed by Buyer are qualified in their entity
by the terms of the Purchase Agreement, as summarized in the Definitive Information Statement.
The
aggregate consideration paid to the Company under the Purchase Agreement consisted of (i) $5,118,756.43 in cash at closing, of which
$300,000 was allocated to a reserve for certain employee obligations and (ii) 6,328,991 Class B common shares of Holdings. Under the
Purchase Agreement, the Company is also entitled to potential additional contingent consideration in the form of equity interests in
Holdings upon the achievement of specified earnout milestones as detailed further in the Purchase Agreement. The cash consideration of
$5,118,756.43 paid at closing reflected a working capital shortfall of $181,243.57 pursuant to the applicable closing adjustments set
forth in the Purchase Agreement. The foregoing description is qualified in its entirety by the terms of the Purchase Agreement, as summarized
in the Definitive Information Statement.
As
described in the Definitive Information Statement, the Company amended the terms of certain Convertible Promissory Notes (as defined
in the Definitive Information Statement) and Senior Secured Convertible Promissory Notes (as defined in the Definitive Information Statement)
which were then automatically converted into newly issued shares of Preferred Stock in connection with the closing of the acquisition,
on the terms set forth in the Definitive Information Statement.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure in Item 2.01 regarding the Convertible Promissory Notes and Senior Secured Convertible Promissory Notes above is incorporated
into this item 3.02 by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 26, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation to (i) increase the number of authorized
shares of common stock from 100,000,000 to 200,000,000 shares, and (ii) authorize and designate a new series of up to 150,000,000 shares
of Non-Voting Preferred Stock that is convertible into shares of the Company’s common stock, in each case as further described
in the Definitive Information Statement. The filing of the Certificate of Amendment constituted the only amendment to the Company’s
governing documents in connection with the transaction. As described in the Definitive Information Statement, the Company’s Board
of Directors (the “Board”) unanimously approved the amendments by written consent on January 16, 2026 and February 2, 2026.
The Company’s stockholders approved the amendments by written consent on the Record Date, as defined in the Definitive Information
Statement.
Item
9.01. Financial Statements and Exhibits.
(b)
Pro forma financial information.
Mobivity
Holdings Corp.
Condensed
Consolidated Balance Sheets
Pro
Forma
| | |
Pro Forma Balance Sheet Upon Closing (Unaudited) | |
| | |
| |
| ASSETS | |
| | |
| Current assets | |
| | |
| Cash | |
$ | 6,608,422 | |
| Restricted Cash | |
| 284,965 | |
| Accounts receivable, net of allowance for doubtful accounts $61,420, and $44,752 respectively | |
| — | |
| Current assets from discontinued operations | |
| — | |
| Other current assets | |
| 30,295 | |
| Total current assets | |
| 6,923,682 | |
| | |
| | |
| Right to use lease assets | |
| 357,210 | |
| Intangible assets and software development costs, net | |
| — | |
| Fixed Assets | |
| 10,512 | |
| Investment in Stocks - Mistplay (1) | |
| 13,354,171 | |
| Other assets | |
| 18,226 | |
| TOTAL ASSETS | |
$ | 20,663,801 | |
| | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | |
| Current liabilities | |
| | |
| Accounts payable | |
$ | 2,116,055 | |
| Accrued interest | |
| — | |
| Accrued and deferred personnel compensation | |
| — | |
| Deferred revenue and customer deposits | |
| 37,879 | |
| Related party notes payable, net - current maturities | |
| — | |
| Notes payable, net - current maturities | |
| — | |
| Operating lease liability, current | |
| 322,944 | |
| Other current liabilities | |
| 314,786 | |
| Total current liabilities | |
| 2,791,664 | |
| | |
| | |
| Non-current liabilities | |
| | |
| Related party notes payable, net - long term | |
| — | |
| Notes payable, net - long term | |
| — | |
| Operating lease liability | |
| 113,334 | |
| Other Non-Current Liabilities - related party | |
| — | |
| Other Non-Current Liabilities | |
| — | |
| Total non-current liabilities | |
| 113,334 | |
| Total liabilities | |
| 2,904,998 | |
| | |
| | |
| Commitments and Contingencies (See Note 9) | |
| | |
| | |
| | |
| Stockholders’ deficit | |
| | |
| Common stock, $0.001 par value; 100,000,000 shares authorized; 73,976,596 and 70,466,103, shares issued and outstanding | |
| 338,815 | |
| Equity payable | |
| — | |
| Additional paid-in capital | |
| 151,237,967 | |
| Accumulated other comprehensive loss | |
| 64,745 | |
| Accumulated deficit | |
| (133,882,724 | ) |
| Total stockholders’ deficit | |
| 17,758,803 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 20,663,801 | |
| | |
$ | — | |
| (1)
|
Based
on a Par Value of $2.11 per share |
| (2)
|
Pro
Forma based on most recently filed financials (September 2025). Final Adjusted Numbers to be reflected on YE 2025 and Q1 2026
Financial filings. |
The
Company’s unaudited pro forma condensed consolidated financial information giving effect to the disposition of substantially all
of the assets of the Company described in Item 2.01 of this Current Report on Form 8-K (the “Disposition”), prepared in accordance
with Article 11 of Regulation S-X, is filed herewith as Exhibits 99.1 and 99.2. The pro forma financial information filed herewith consists
of: (i) an unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, giving effect to the Disposition as if it
had been consummated as of December 31, 2025; and (ii) an unaudited pro forma condensed consolidated statement of operations for the
fiscal year ended December 31, 2025, giving effect to the Disposition as if it had been consummated as of January 1, 2025. The pro forma
financial information has been prepared to reflect the terms of the Disposition as ultimately consummated on March 26, 2026.
The
Definitive Information Statement included unaudited pro forma condensed consolidated financial information prepared in connection with
the proposed Disposition at the time of that filing. The Company has reviewed the pro forma financial information included in the Definitive
Information Statement in light of the Disposition as ultimately consummated and has determined that, as a result of the following material
differences between the terms of the Disposition as proposed and as consummated, the pro forma financial information included in the
Definitive Information Statement required adjustment and should not be relied upon in lieu of the updated pro forma financial information
filed herewith:
The
final cash consideration paid at closing was $5,118,756.43, reflecting a purchase price adjustment of $181,243.57 pursuant to the terms
of the Purchase Agreement, compared to the unadjusted cash consideration of $5.3 million as described in the Definitive Information Statement.
Common
stock increased by $112,544, reflecting changes in the conversion price and the number of shares issued in connection with fluctuations
in the Company’s stock price.
Equity
payable decreased due to the conversion of convertible notes at the closing of the acquisition. Additional paid-in capital increased
as a result of changes in the convertible notes’ conversion price.
Accumulated
deficit increased due to the net loss recognized at closing of the acquisition.
The
updated pro forma financial information filed herewith as Exhibits 99.1 and 99.2 has been prepared to give effect to the Disposition
as actually consummated, including the adjustments described above, in accordance with Article 11 of Regulation S-X. The updated pro
forma financial information is based on the Company’s historical financial statements for the fiscal year ended December 31, 2025,
which the Company believes satisfies the applicable age-of-financial-statements requirements under Article 11 of Regulation S-X as of
the date of this Current Report on Form 8-K.
The
pro forma financial information filed herewith is presented for informational purposes only and does not purport to represent what the
Company’s actual consolidated financial position or results of operations would have been had the Disposition been consummated
as of the assumed dates, nor does it purport to project the Company’s consolidated financial position or results of operations
for any future period. The pro forma financial information should be read in conjunction with the Company’s historical consolidated
financial statements and accompanying notes thereto previously filed with the Securities and Exchange Commission.
(d)
Exhibits.
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated March 26, 2026. |
| 99.1 |
|
Unaudited
Pro Forma Condensed Consolidated Balance Sheet of the Company. as of September 30.205. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
INCORPORATION
BY REFERENCE
The
SEC allows the Company to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated
by reference because it is an important part of this Information Statement. We incorporate by reference into this Information Statement
the information and documents listed below that we have filed with the SEC:
| ● | Definitive
Information Statement on Schedule 14C, filed on March 5, 2026. |
| ● | Form 8-K, filed on January 20, 2026. |
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference into this Information Statement will
be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this Information Statement
or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes this
statement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date:
March 31, 2026 |
MOBIVITY
HOLDINGS CORP. |
| |
|
| |
By: |
/s/
Bryce D. Daniels |
| |
|
Bryce
D. Daniels |
| |
|
Chief
Executive Officer |
