MOBIVITY HOLDINGS CORP. Material Event - The Sale of the Business

Here is the breakdown of the major news regarding Mobivity Holdings Corp. in plain English.

1. What happened?

Mobivity Holdings Corp. sold almost all of its operating assets to Mistplay, Inc. on March 26, 2026. This sale includes the "Connected Rewards" platform, software, customer contracts, data, and intellectual property. By selling these assets, Mobivity has effectively ceased its primary business of providing mobile marketing and customer engagement software.

2. Why did it happen?

Mobivity struggled with limited cash and the difficulty of reaching consistent profitability. The sale to Mistplay is a strategic move to convert the company’s remaining value into cash and stock. Mobivity received $5.1 million in cash and over 6.3 million shares in an affiliate of the buyer. The deal also includes an "earn-out," meaning Mobivity could receive more stock if the technology hits specific revenue goals. The company didn't provide specific details on what those revenue targets are.

3. Why does this matter?

This event fundamentally changes the company. Mobivity has sold its "engine"—the technology that generated subscription revenue—and has shifted from an active business to a holding company.

To manage this transition and prepare for future financial moves, the company updated its corporate rules:

• More Shares Authorized: The company doubled its authorized common stock from 100 million to 200 million shares. This creates a large reserve of shares for future use.
• New "Non-Voting" Stock: The company created 150 million shares of "Series A Non-Voting Convertible Preferred Stock." These shares offer the same economic benefits as common stock but carry no voting rights. This allows the company to raise money without giving new investors a say in how the company is run.
• Anti-Dilution Protection: These preferred shares include protection against future price drops. If the company raises money later at a lower price, the conversion price for these shares automatically drops. This protects these specific investors from losing value during "down-round" financing, though it increases the risk of dilution for existing common shareholders.

4. Who is affected?

• Investors: You are now invested in a holding company that owns $5.1 million in cash and a minority stake in a private company. Your investment is now highly speculative and depends entirely on the future value of the Mistplay shares and how the board chooses to deploy the remaining cash. The new share classes significantly increase the risk that your ownership percentage will be reduced if the company issues more shares.
• Customers: Clients using Mobivity’s marketing software have moved to Mistplay, Inc., which now handles all services and data.
• Employees: The deal set aside $300,000 for employee pay and severance, indicating that most staff have been let go.

5. What happens next?

Mobivity is now a shell company with no active operations. Moving forward, you should watch for future SEC filings to see how the company manages its $5.1 million cash balance and any updates regarding the value of the Mistplay investment. The creation of the new non-voting stock strongly suggests the board is preparing to raise capital or settle debts without diluting their own voting control.

Investor Takeaway: This is no longer a growth-focused marketing company. It is a speculative holding company. Before making any decisions, ask yourself if you are comfortable holding a stock that relies entirely on the board’s ability to manage a cash pile and a private equity stake, rather than the performance of a business you previously understood.