MFON · Mobivity Holdings Corp.

Mobivity Holdings Corp. has executed a significant transformation by divesting substantially all its operating assets to Mistplay, Inc., effectively exiting its historical business. The transaction, structured as an asset sale under an agreement dated January 16, 2026, closed on March 26, 2026, with consideration comprising $5.1 million in cash (adjusted for a working capital shortfall) and a substantial equity stake in the buyer's affiliate, Reward Holdings, ULC. This equity component, totaling 6,328,991 Class B common shares, provides ongoing exposure to the disposed business's future performance, supplemented by potential additional contingent equity tied to earnout milestones. Concurrently, the Company amended its charter to significantly expand its capital structure, doubling authorized common shares to 200 million and creating a new 150 million-share class of Non-Voting Preferred Stock convertible into common stock, which may facilitate future capital raises or strategic transactions. The disposition necessitated updated pro forma financial statements, filed as exhibits, which reflect adjustments from earlier proposals due to final purchase price adjustments and equity-related changes from converted notes. This comprehensive restructuring, approved by both board and stockholders, positions the Company with a simplified asset base, liquidity from the sale, and enhanced capital flexibility for potential new ventures or acquisitions.