Wishpond to sell Viral Loops for $2.3-million

Executive Summary

• Wishpond Technologies Ltd. has entered into an asset purchase agreement to sell its Viral Loops product and related assets to Emerge Commerce Ltd. for total cash consideration of $2.3 million.
• The transaction is intended to strengthen Wishpond's balance sheet, with net proceeds primarily used to reduce indebtedness under its senior credit facility and support working capital.
• Upon closing, Wishpond expects to reduce its outstanding line of credit balance by approximately $1.4 million, reflecting a significant reduction in current indebtedness.

Key Details

• Transaction Structure: Asset purchase agreement dated February 19, 2026.
• Seller: Wishpond Technologies Ltd.
• Buyer: Emerge Commerce Ltd.
• Asset Sold: Viral Loops product and related assets (a referral marketing campaign software platform originally acquired by Wishpond in April 2022).
• Total Consideration: $2.3 million in cash.
• Payment Terms:
  • $2.1 million payable at closing.
  • $200,000 payable on the one-year anniversary of the closing.
• Use of Proceeds: Primarily to reduce indebtedness under the senior credit facility; balance to support continuing working capital requirements.
• Financial Impact: Expected to reduce outstanding line of credit balance by approximately $1.4 million upon closing.
• Conditions Precedent:
  • Receipt of required consent from the company's senior lender.
  • Completion of financing by Emerge.
  • Certain third-party approvals.
  • Approval of the TSX Venture Exchange (if applicable).
• Fees: No finders' fees are payable; transaction is arm's-length.
• Strategic Rationale: Management states the sale does not materially impact the core AI-enabled marketing and sales platform or broader strategic initiatives, allowing the company to focus on its core platform and existing product suite.

Notable Quotes

• "This transaction reflects disciplined capital allocation and our commitment to strengthening Wishpond's balance sheet. While Viral Loops has been a profitable business unit, we believe that reducing debt and reinvesting in our core AI-driven marketing and sales platform will better position the company for long-term growth." — Ali Tajskandar, Chairman and CEO
• "Following closing, we expect to materially reduce leverage and enhance financial flexibility, allowing us to concentrate on enhancing our core platform and supporting the performance of our existing product suite." — Ali Tajskandar, Chairman and CEO