8-K - Mobivity Holdings Corp. | StockGist

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Mobivity Holdings Corp. completed the sale of substantially all its assets to Mistplay, Inc. on March 26, 2026, receiving cash and equity consideration, and amended its Articles of Incorporation to increase authorized shares and create a new class of Non-Voting Preferred Stock.

Key Takeaways

1The Company sold substantially all its assets to Mistplay, Inc., receiving $5,118,756.43 in cash and 6,328,991 Class B common shares of Reward Holdings, ULC, with potential additional contingent equity consideration.

2The Company's Articles of Incorporation were amended to increase authorized common stock from 100,000,000 to 200,000,000 shares and authorize 150,000,000 shares of Non-Voting Preferred Stock convertible into common stock.

3The transaction was approved by the Company's board of directors and stockholders, as detailed in the Definitive Information Statement filed on March 5, 2026.

4The Company filed updated unaudited pro forma condensed consolidated financial statements reflecting the disposition as consummated, noting material differences from earlier proposed terms.

Current Report Details

Event Type

Asset Acquisition

Securities Issuance

Exhibits Onl

Disclosure

Mandatory

Variant

8-K

Items Reported

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. T

Asset Acquisition

$5.1M$181.2K$5.3M$112.5K

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 Ame

Securities Issuance

9.01

. Financial Statements and Exhibits.** (b) Pro forma financial information. **Mobivity Holdings Corp.** **Condensed Consolidated Balance Sheets** **Pro Forma**

Exhibits Only

$61.4K$44.8K$2.11

Transaction Details

Acquisition / Disposition

Target: substantially all of the assets of the Company
Consideration: $5,118,756.43 in cash at closing and 6,328,991 Class B common shares of Reward Holdings, ULC, with potential additional contingent consideration in the form of equity interests in Holdings upon achievement of specified earnout milestones
Structure: Asset Purchase Agreement

•Agreement dated January 16, 2026
•Transaction consummated on March 26, 2026
•Approved by board of directors and requisite stockholders

Exhibits (2)

3.1

EX-3.1

8-K