Wishpond Technologies closes sale of Viral Loops assets

Executive Summary

• Wishpond Technologies Ltd. has closed the sale of its Viral Loops product and related assets to Emerge Commerce Ltd. for total cash consideration of $2.3 million.
• The transaction includes a $2.1 million payment at closing and a deferred $200,000 payment due one year later.
• Proceeds are being used to repay $1.6 million of senior credit facility debt, with remaining funds allocated to working capital, while a forbearance agreement with National Bank of Canada extends to December 31, 2026.

Key Details

• Transaction Structure: Sale of Viral Loops product and related assets to Emerge Commerce Ltd.
• Total Consideration: $2.3 million in cash.
• Payment Terms:
  • $2.1 million paid at closing (March 9, 2026).
  • $200,000 payable on the one-year anniversary of closing.
• Use of Proceeds:
  • $1.6 million applied toward repayment of senior credit facility (reducing outstanding indebtedness).
  • Remaining proceeds allocated to continuing working capital requirements.
• Asset History: Viral Loops was originally acquired by Wishpond in April 2022 and operated as a stand-alone referral marketing platform.
• Strategic Impact: Divestiture is not expected to materially impact the core AI-enabled marketing and sales platform or broader strategic initiatives.
• Financing Agreement: Entered into a forbearance agreement with National Bank of Canada (senior lender).
  • Lender agreed to forbear from exercising certain rights under the credit facility.
  • Forbearance period extends to December 31, 2026, subject to customary conditions including the application of transaction proceeds to facility repayment.
• Transaction Conditions: Arm's-length transaction; no finders' fees payable.

Notable Quotes

• "Closing the sale of Viral Loops represents an important step in strengthening Wishpond's balance sheet and enhancing our financial flexibility. By reducing debt and reallocating capital toward our core AI-driven marketing platform, we are positioning the company to focus on innovation and long-term growth across our integrated product suite." — Ali Tajskandar, Chairman and CEO