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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 1, 2026
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Crexendo, Inc. |
(Exact Name of Registrant as Specified in Its Charter) |
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Nevada |
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001-32277 |
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87-0591719 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1225 W Washington St UNIT 213, Tempe, AZ85288
(Address of Principal Executive Offices) (Zip Code)
(602) 714-8500
(Registrant’s Telephone Number, Including Area Code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 |
CXDO |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2026, Crexendo, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Estech Holdings, Inc., a Texas corporation (“Seller”), and the individuals listed therein, pursuant to which the Company agreed to purchase from Seller one hundred percent (100%) of the issued and outstanding membership interests (the “Purchased Interests”) of Estech Systems, LLC, a Delaware limited liability company, and its operating subsidiary, ESI Hosted Services, LLC (collectively, the “Target”), subject to the terms and conditions set forth in the Purchase Agreement (the “Acquisition”). The Target is engaged in providing cloud-based and on-premises phone systems and business communication products and services.
The aggregate purchase price for the Purchased Interests is $35,000,000 (the “Purchase Price”), subject to customary post-closing purchase price adjustments based on working capital, indebtedness, and transaction expenses.
The Purchase Price consists of $27,300,000 in cash (subject to adjustment) and $7,700,000 in shares of the Company’s common stock, resulting in the issuance following closing of the Acquisition of 1,159,638 shares of the Company’s common stock (the “Shares”) calculated based on the Average Share Price as defined in the Purchase Agreement. The Shares will be issued in a private transaction in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption. The Company financed the cash portion of the Purchase Price using cash on hand.
A portion of the consideration has been placed into escrow to secure post-closing purchase price adjustments and certain indemnification obligations.
Concurrently with the execution of the Purchase Agreement, the Company completed the Acquisition.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures set forth in Item 1.01 hereof are hereby incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On March 2, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not available at this time and will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
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(b) Pro Forma Financial Information.
The pro forma information required by this item is not available at this time and will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Schedules and similar attachments have been omitted from this filing pursuant have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.
* Portions of this exhibit are redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 2, 2026
Crexendo, Inc. |
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| /s/ RONALD VINCENT | |||
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By: |
Ronald Vincent | |
Chief Financial Officer |
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EXHIBIT 2.1
EXHIBIT 99.1
Crexendo Completes Highly Accretive Acquisition of Estech Systems, Creating Pathway to $100 Million Cloud Communications Company
PHOENIX, AZ / ACCESS Newswire / March 2, 2026 / Crexendo®, Inc. (NASDAQ:CXDO), ("Crexendo" or the "Company"), an award-winning software technology company that is a premier provider of cloud communication platform software and unified communications as a service (UCaaS) offerings, including voice, video, contact center, and managed IT services tailored to businesses of all sizes, today announced that it has completed the acquisition of Estech Systems, LLC ("ESI"), a highly respected provider of cloud communication solutions, and one of Crexendo’s longest-tenured NetSapiens platform licensees. The transaction represents a transformative step in Crexendo’s growth strategy and significantly strengthens its position in the cloud communications market. The acquisition is expected to be immediately accretive to revenue and EBITDA, and positions Crexendo to approach $100 million run rate in annual revenue with enhanced operating leverage.
Strategic and Financial Highlights (Unaudited)
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| · | Acquisition expected to increase Crexendo’s revenue, earnings and cash flow following closing. |
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| · | Purchase price of $35 million, consisting of $27.3 million in cash and $7.7 million in common stock, representing a multiple of approximately 1.35x unaudited 2025 revenue. |
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| · | ESI generated approximately $26 million in revenue in 2025. |
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| · | Expected cost synergies from facilities consolidation, licensing optimization, cross-utilization of employees, operational expenses, network expenses, and Oracle Cloud Infrastructure migration. |
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| · | Significant opportunity for revenue synergies through cross-selling, expanded channel reach, and platform expansion. |
Founded in 1987 and headquartered in Plano, Texas, ESI brings a strong sales- and engineering-driven organization, deep customer relationships, and a proven track record of delivering mission-critical communications solutions. ESI currently supports over 6,200 retail accounts and over 75,000 seats. The acquisition enhances Crexendo’s market presence and expands its operational scale.
Crexendo expects to realize meaningful cost synergies as workloads migrate to Oracle Cloud Infrastructure and duplicative infrastructure is consolidated. Management anticipates operational efficiencies across facilities, overhead, licensing, and network costs, while leveraging ESI’s engineering and sales bench to reduce incremental hiring needs. These initiatives are expected to enhance EBITDA margins and cash flow over the next 12–24 months.
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Leadership Commentary
“This acquisition is exactly the type of transaction we have been talking about for years,” said Jeff Korn, Chairman and Chief Executive Officer of Crexendo. “ESI is a best-in-class organization with exceptional people, strong engineering capabilities, and a long history of success serving customers on our NetSapiens platform. By incorporating ESI into Crexendo, we are combining our strong double-digit organic growth with an accretive acquisition from our deep ‘fishing pond’ of licensees. The result is a stronger, more scalable company with expanded capabilities for our customers, partners, and shareholders. I could not be more ecstatic about how this acquisition will positively affect our future growth and success and am excited to welcome the ESI team to Crexendo.”
“We are incredibly excited to join the Crexendo team,” said George Platt, President & CEO of Estech Systems, LLC. “Crexendo has been a trusted partner for many years, and this transaction allows us to deliver even greater value to our customers by combining our sales, engineering, and customer support expertise with Crexendo’s scale, platform innovation, and resources. Together, we are building a stronger organization that is well positioned to serve our customers for decades to come. I would also like to thank our Founder, Eric Suder, for the immeasurable impact he has made on ESI's employees, their families, our customers, and the community”
Strategic Rationale
The acquisition meaningfully strengthens Crexendo’s competitive position by expanding its scale, deepening its expertise in cloud communications, and reinforcing the power of the NetSapiens platform. The combined company benefits from a broader customer base, enhanced operational leverage, and a unified focus on delivering secure, scalable, and AI-enabled communications solutions.
This transaction underscores Crexendo’s disciplined M&A strategy: combining strong organic growth with highly accretive acquisitions drawn from its ecosystem of successful NetSapiens licensees.
Mr. Korn and the management team will discuss the acquisition in more detail on the upcoming year end conference call tomorrow.
About Crexendo
Crexendo, Inc. is an award-winning software technology company that is a premier provider of cloud communication platform and services, video collaboration and managed IT services tailored to businesses of all sizes. Our solutions currently support over seven million end users globally, through our extensive global network of over 240 cloud communication platform software subscribers and our direct retail offering. For more information, please visit www.crexendo.com.
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About Estech Systems, LLC (ESI)
Founded in 1987, Estech Systems, LLC is a leading provider of cloud communications solutions headquartered in Plano, Texas. With a strong focus on sales excellence, engineering innovation, and customer satisfaction, ESI has built a reputation as a trusted communications partner for organizations across the United States. For more information, please visit https://www.esi-estech.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected synergies, financial performance, growth opportunities, and strategic benefits of the acquisition. Actual results may differ materially due to risks and uncertainties, including unanticipated difficulties or expenditures related to the acquisition, integration challenges, the risk that we fail to fully realize the potential benefits, expected synergies, efficiencies and cost savings from the acquisition within the expected time period (if at all), market conditions, and other factors described in Crexendo’s filings with the SEC. Crexendo undertakes no obligation to update these forward-looking statements.
Company Contact
Crexendo, Inc.
Doug Gaylor
President and Chief Operating Officer
602-732-7990
dgaylor@crexendo.com
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