• Viral Loops divestiture completed for total consideration of $2.3 million; $1.6 million of cash proceeds were applied to reduce Wishpond's outstanding credit facility, lowering the balance to $942,670 as at March 31, 2026, compared to $2,554,931 as at December 31, 2025.
  
• Wishpond holds approximately 63.3% controlling ownership interest in SalesCloser Technologies Ltd. (TSXV: SCAI), following completion of its qualifying transaction on March 26, 2026, providing shareholders with continued exposure to the separately listed AI sales automation company.

VANCOUVER, BC , May 27, 2026 /CNW/ - Wishpond Technologies Ltd. (TSXV: WISH) (OTCQX: WPNDF) (the "Company" or "Wishpond"), a provider of AI-enabled marketing solutions, announces that it has filed its condensed interim consolidated financial statements (the "Interim Financial Statements") and management's discussion and analysis (the "MD&A") for Q1-2026, representing the three months ended March 31, 2026. Copies of the Interim Financial Statements and MD&A are available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Jordan Gutierrez, Wishpond's Chief Executive Officer, commented, "The first quarter of 2026 was defined by the completion of two significant strategic actions: the SalesCloser spin-out on March 26, 2026 and the divestiture of our Viral Loops business on March 9, 2026. These actions were deliberate steps to simplify Wishpond's operating structure and sharpen our focus on the Company's core marketing technology and solutions platform."

Mr. Gutierrez added, "Following these transactions, Wishpond enters the balance of 2026 with a clearer mandate: improve execution in the core business, strengthen customer retention, advance our AI-enabled product capabilities and operate with greater financial discipline. At the same time, Wishpond shareholders continue to participate in SalesCloser's future through our approximately 63.3% ownership interest in SalesCloser Technologies Ltd., a separately listed AI sales agent company with its own management team, capital structure and growth strategy."

Adrian Lim, Wishpond's Chief Financial Officer, commented, "Q1 2026 revenue was $2,765,018, reflecting the structural changes made during the quarter, including the divestiture of Viral Loops and management's focus on completing the SalesCloser qualifying transaction prior to its close on March 26, 2026. Despite these changes, gross margin remained at 67%, consistent with the Company's historical range."

Mr. Lim added, "The Viral Loops sale also strengthened the balance sheet, with $1.6 million of cash proceeds applied to reduce the Company's credit facility balance to $942,670 as at March 31, 2026, compared to $2,554,931 as at December 31, 2025. The Company remains focused on disciplined cash management, supporting its core business and improving financial flexibility."

First Quarter 2026 Financial Highlights:

• Wishpond achieved quarterly revenue of $2,765,018 during Q1-2026 (Q1-2025: $4,089,641). The decline primarily reflected the disposal of substantially all of the assets of the Viral Loops business on March 9, 2026, which removed a portion of the Company's revenue base during the quarter, reduced contribution from lower-margin revenue streams and lower sales capacity following cost optimization initiatives, while management also devoted significant resources during the year to the development and spin-out of SalesCloser.
  
  
• Wishpond achieved gross profit of $1,852,135 in Q1-2026 (Q1-2025: $2,725,725). The reduction in gross profit is primarily attributable to lower revenue in the quarter.
  
  
• Wishpond achieved a gross margin percentage of 67% during Q1-2026 (Q1-2025: 67%), consistent with the Company's historical range of 65% to 70%.
  
  
• During Q1-2026, Wishpond reported a net loss before income taxes of $5,141,969 (Q1-2025: $640,450) and Adjusted EBITDA⁽¹⁾ of negative $792,469 (Q1-2025: negative $177,372). The net loss for Q1-2026 includes two significant non-cash, non-recurring items arising from the SalesCloser qualifying transaction: a $2,648,096 reverse takeover listing expense and $1,223,180 in stock-based compensation expense, together totalling $3,871,276. Consolidated Adjusted EBITDA includes the results of SalesCloser, which is consolidated into Wishpond's financial results and remains in a growth and investment phase. For additional context, SalesCloser contributed negative Adjusted EBITDA of $820,672 in Q1-2026; excluding this contribution, Wishpond generated positive Adjusted EBITDA of $28,203.

First Quarter 2026 Business Highlights:

• On March 6, 2026, the Company announced that it entered into a forbearance agreement with its senior lender, pursuant to which the lender agreed to forbear from exercising its enforcement rights in respect of existing defaults until the earlier of December 31, 2026 or the occurrence of certain terminating events, subject to the Company complying with the terms and conditions of the agreement. The credit facility remains repayable on demand, and the conditions described in the Company's Interim Financial Statements and MD&A indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.
  
  
• On March 9, 2026, the Company announced that it completed the sale of substantially all of the assets of its Viral Loops business. Total consideration for the transaction was $2.3 million, consisting of $2.1 million in cash proceeds received on closing and a $0.2 million vendor note receivable due 12 months from closing. In connection with the closing, $1.6 million of the cash proceeds was applied to repay a portion of the outstanding credit facility balance, consistent with the terms of the Forbearance Agreement.
  
  
• On March 26, 2026, the Company announced that it completed the spin-out of its SalesCloser business into a separate publicly listed entity. SalesCloser Technologies Ltd. began trading on the TSX Venture Exchange ("TSXV") under the ticker "SCAI" on April 9, 2026. Upon closing, the convertible promissory notes from the bridge financing were converted into common shares of SalesCloser, and SalesCloser completed a concurrent equity financing for gross proceeds of $5,449,995. Wishpond received 22,750,000 common shares of SalesCloser and retained a controlling ownership interest of approximately 63.3%, providing Wishpond shareholders with continued exposure to SalesCloser as a separately listed AI sales automation company.
  
  
• On March 27, 2026, the Company announced the appointment of Jordan Gutierrez as Chief Executive Officer, effective March 26, 2026. Mr. Gutierrez succeeded Ali Tajskandar, who stepped down as CEO of Wishpond to assume the role of Chief Executive Officer of SalesCloser. Mr. Tajskandar remains on the Board of Directors of Wishpond.

Business Highlights Subsequent to March 31, 2026:

• On April 9, 2026, SalesCloser Technologies Ltd.'s common shares commenced trading on the TSXV under the symbol "SCAI".
  
  
• On April 17, 2026, SalesCloser Technologies Ltd.'s common shares commenced trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "MJ5" and "WKN A427WK".
  
  
• On April 30, 2026, the TSXV approved the issuance of advisory shares to Green Times Consulting Ltd. in connection with marketing and investor relations services provided to SCAI during the three months ended March 31, 2026. On May 1, 2026, 141,250 common shares of SCAI were issued to Green Times Consulting Ltd. pursuant to this approval. The shares were issued at a 5-day volume-weighted average price of $1.04 per share, representing $146,900 of stock-based compensation including indirect taxes, which will be recognized in the three months ending June 30, 2026.

Outlook:

For 2026, Wishpond is focused on strengthening its core marketing technology platform and sales solutions business, with an emphasis on its core Wishpond marketing suite, improving operating efficiency and enhancing financial flexibility. Following the completion of the Viral Loops divestiture and the SalesCloser transaction subsequent to year-end, the Company is more focused on executing against its core business and aligning resources around the products, services and customer relationships that management believes are most central to Wishpond's long-term operating performance.

The Company has taken steps in 2025 and into 2026 to streamline operations and align its cost structure more closely with revenue levels, and management intends to continue those efforts throughout the balance of 2026. Wishpond remains focused on supporting the performance of its core platform and product suite, improving customer acquisition and retention, and continuing to develop AI-enabled capabilities intended to enhance the effectiveness of its marketing and sales solutions.

Following the completion of the SalesCloser transaction, Wishpond continues to maintain exposure to SalesCloser through its approximately 63.3% ownership interest, while management remains focused on executing against the Company's core marketing technology business. Jordan Gutierrez was appointed Chief Executive Officer of Wishpond effective March 26, 2026, and the Company enters the balance of 2026 with a more focused operating structure and clearer strategic priorities.

Management's key priorities for 2026 are as follows:

• Strengthen organic revenue performance;
• Improve margins and operating efficiency through disciplined cost management;
• Reduce churn and increase long-term customer value; and
• Improve liquidity and financial flexibility.

Selected Financial Highlights:

The tables below set out selected financial information relating to Wishpond and should be read in conjunction with the Interim Financial Statements and the MD&A, copies of which can be found under Wishpond's profile on SEDAR+ at www.sedarplus.ca.

Reconciliation to Adjusted EBITDA ⁽¹⁾

Footnotes:

(1) Adjusted EBITDA is not a financial measure recognized by International Financial Reporting Standards ("IFRS"), does not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other entities. See "Cautionary Statements – Non-GAAP Financial Measures" for more information and a definition of this non-GAAP measure used in this press release.

(2) Consolidated cash as at March 31, 2026 includes cash held at the SalesCloser Technologies Ltd. (TSXV: SCAI) subsidiary level of approximately $6,466,059, primarily representing SCAI's $5,449,995 concurrent equity financing proceeds received on closing of the SalesCloser qualifying transaction, net of transaction costs and operating expenditures incurred from March 26 to March 31, 2026. Cash held at the SCAI subsidiary level is not directly available to satisfy Wishpond's parent-level or Wishpond core obligations, as SalesCloser is a separately listed entity with an approximately 36.7% public minority interest.

Note : Consolidated Adjusted EBITDA for Q1-2026 includes negative Adjusted EBITDA of $820,672 from SalesCloser Technologies Ltd., which is consolidated into Wishpond's financial results. Excluding this contribution, Adjusted EBITDA for Wishpond core was positive $28,203. This supplemental non-GAAP information is provided to help readers understand the impact of consolidating SalesCloser on the Company's results, does not have a standardized meaning under IFRS, may not be comparable to similar measures presented by other issuers and should not be considered in isolation from, or as a substitute for, Wishpond's consolidated financial results.

On Behalf of the Board of Wishpond

"Jordan Gutierrez"

Chief Executive Officer

Phone: 778-655-4154

About Wishpond Technologies Ltd.

Wishpond is a Vancouver-based provider of AI-enabled marketing and sales solutions that help businesses grow more efficiently. The Company's vision is to create a fully autonomous AI-enabled platform that streamlines the entire customer acquisition journey, from lead generation and engagement to deal closure, enabling businesses to scale cost-effectively while driving higher conversions. Wishpond offers an all-in-one marketing suite that integrates AI-driven tools such as an AI Website Builder and AI Email Automation. The Company serves small-to-medium-sized businesses across various industries, providing a powerful yet cost-effective alternative to fragmented marketing solutions. Wishpond employs a Software-as-a-Service (SaaS) business model, generating most of its revenue from subscription-based recurring revenue, which ensures strong revenue predictability and cash flow visibility while continuously expanding its AI capabilities. Wishpond is listed on the TSXV under the ticker "WISH", and on the OTCQX Best Market under the ticker "WPNDF". For further information, visit: www.wishpond.com.

Cautionary Statements, Summary Information

Information presented in this press release may be only a summary of all available information and does not purport to be a full representation of all figures, notes and discussions provided for in the Interim Financial Statements and the MD&A. Readers are cautioned to read the entirety of the Interim Financial Statements and the MD&A, and to not rely only on the information presented in this press release. In the event of conflict between the provisions of this press release on the one hand, and the Interim Financial Statements and the MD&A on the other hand, the information in the Interim Financial Statements and the MD&A shall govern.

Non-GAAP Financial Measures

In this press release, Wishpond has used the following terms ("Non-GAAP Financial Measures") that are not defined by IFRS, but are used by management to evaluate the performance of Wishpond and its business, including: Adjusted EBITDA, ARR and MRR. These measures may also be used by investors, financial institutions and credit rating agencies to assess Wishpond's performance and ability to service debt. Non-GAAP Financial Measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Securities regulations require that Non-GAAP Financial Measures are clearly defined, qualified and reconciled to their most comparable IFRS financial measures. The intent of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts, and the measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP Financial Measures differently. Non-GAAP Financial Measures are identified and defined as follows:

• Adjusted EBITDA: Adjusted EBITDA should not be construed as an alternative to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with Generally Accepted Accounting Principles as an indicator of the Company's performance. The Company defines "Adjusted EBITDA" as Income or Loss before income taxes less interest, depreciation and amortization, remeasurement of contingent consideration liability, filing fees, credit facility setup and renewal fees, earn-out remuneration, foreign currency losses (gains), acquisition related expenses, net other expenditures (income), and stock-based compensation. The Company believes that Adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations which the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives.
  
  
• Annual Recurring Revenue: The Company uses Annual Recurring Revenue, or ARR, as a directional indicator of subscription revenue going forward assuming customers maintain their subscription plan for a period of 12 months. ARR is calculated by multiplying total MRR by 12. ARR should not be construed as an alternative to revenue or other measures of financial results determined in accordance with Generally Accepted Accounting Principles as an indicator of the Company's performance.
  
  
• Monthly Recurring Revenue: The Company uses Monthly Recurring Revenue, or MRR, as a directional indicator of subscription revenue going forward assuming customers maintain their subscription plan the following month. MRR is the total of all monthly subscription plan fees paid by customers in effect on the last day of that period. If customers pay for more than one month upfront, the amount is divided by the number of months in the subscription period. Discounts are deducted prior to the calculation and one-time payments and metered-based charges are excluded. MRR should not be construed as an alternative to revenue or other measures of financial results determined in accordance with Generally Accepted Accounting Principles as an indicator of the Company's performance.

Notice Regarding Forward Looking Statements

Statements that are not reported financial results or other historical information are forward-looking statements or forward-looking information within the meaning of applicable securities laws (collectively, " forward-looking statements "). This press release includes forward-looking statements regarding the Company, its subsidiaries and the industries in which they operate, including statements about, among other things, all information contained under the heading "Outlook" herein, and references to expected results from the future operations of the Company, future growth of the Company's products and platforms and the future development and increased use of products incorporating artificial intelligence, including SalesCloser. Sentences and phrases containing or modified by words such as "expect", "anticipate", "plan", "continue", "estimate", "intend", "expect", "may", "will", "project", "predict", "potential", "targets", "projects", "is designed to", "strategy", "should", "believe", "contemplate" and similar expressions, and the negative of such expressions, are not historical facts and are intended to identify forward-looking statements. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by forward-looking statements. Although the Company believes that the expectations reflected in forward-looking statements in this press release are reasonable and are based on, among other things, the expectations and analysis of current market trends and opportunities of management of the Company, such forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including, but not limited to, potential operational inefficiencies due to the change in management and as a result of the SalesCloser transaction and the Viral Loops divestiture, the ability of the Company to successfully comply with the terms and conditions of the Forbearance Agreement and its other credit facilities, the adequacy of any of the Company's credit facilities or working capital to provide the Company with sufficient funding or capital, whether the Company's financial and operational goals for 2026 can be realized, economic uncertainty and instability as a result of ongoing inflation and supply chain issues, higher interest rate climate, tightening of credit availability and recessionary risks, pandemic related risks, wars, tariffs, instability in global commodity and securities markets, shifts in consumer and institutional spending and marketing strategies, risks related to data breaches and privacy, the changing global market and competition for the products and services supplied by the Company and the additional risk factors discussed in the continuous disclosure materials of the Company, which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

View original content to download multimedia:https://www.prnewswire.com/news-releases/wishpond-reports-q1-2026-financial-results-and-provides-update-following-salescloser-spin-out-and-viral-loops-divestiture-302782583.html

SOURCE Wishpond Technologies Ltd.