Form 8-K/A

8-K/A — Crexendo, Inc.

Accession: 0001654954-26-004313

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001075736

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Financial Statements and Exhibits

Documents

8-K/A — cxdo_8ka.htm (Primary)

EX-23.1 — CONSENT (cxdo_ex231.htm)

EX-23.2 — CONSENT (cxdo_ex232.htm)

EX-99.1 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS (cxdo_ex991.htm)

EX-99.2 — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF CREXENDO (cxdo_ex992.htm)

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8-K/A — FORM 8-KA

8-K/A (Primary)

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0001075736true00010757362026-05-042026-05-04iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K/A

(Amendment No. 1)

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 4, 2026

_______________

Crexendo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

______________

Nevada

001-32277

87-0591719

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1225 W. Washington Street, Tempe, AZ 85288

(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 or to be 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 per share

CXDO

The 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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by Crexendo, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 1, 2026 (the “Original Form 8-K”) to provide the information required by Items 9.01(a) and (b) of Form 8-K related to the completion of the previously announced acquisition (the “Acquisition”) of one hundred percent (100%) of the membership interests of Estech Holdings, Inc., a Texas corporation (“Seller”), 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, “ESI”), in exchange for (i) a cash payment at closing in the amount of $27.3 million, and (ii) 1,159,638 shares of the Company’s common stock, par value $0.001 per share. The Company Shares shall be issued pursuant to a valid exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption. Pursuant to the lock-up agreement, after six months, 50% of the shares will be permitted to be sold, with an additional 50% permitted to be sold after twelve months. On March 1, 2026, the Company closed the transaction, and the Company issued the seller cash consideration of $27,300 and 1,159,638 shares of the Company’s common stock valued at $6.41 per share, for an aggregate purchase price of approximately $34.7 million. Except as otherwise stated above, all other information in the original Form 8-K remains unchanged.

Item 9.01 Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired.

The audited financial statements of ESI for the year ended December 31, 2025 are filed herewith as Exhibit 99.1 to this Amendment and incorporated herein by reference.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed consolidated financial information identified below giving effect to the Acquisition is attached as Exhibit 99.2 to this Amendment and incorporated herein by reference:

Pro forma balance sheet as of December 31, 2025

Pro forma statement of operation for the fiscal year ended December 31, 2025

EXHIBIT INDEX

Exhibit

Incorporated By Reference

Filed

No.

Exhibit Description

Form

Date

Number

Herewith

23.1

Consent of Urish Popeck & Co., LLC, independent registered public accounting firm of Estech Systems, Inc.

23.2

Consent of Urish Popeck & Co., LLC, independent registered public accounting firm of Crexendo, Inc. and Subsidiaries.

99.1

Audited consolidated financial statements of Estech Systems, Inc. for the year ended December 31, 2025.

99.2

Unaudited pro forma financial information of Crexendo, Inc. for the fiscal year ended December 31, 2025.

99.3

Audited consolidated financial statement for Crexendo, Inc and Subsidiaries for the year ended December 31, 2025.

10-K

3/3/26

N/A

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———————

* In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

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, thereunto duly authorized.

Crexendo, Inc.

Dated: May 4, 2026

By:

/S/ RONALD VINCENT

Ronald Vincent

Chief Financial Officer

EX-23.1 — CONSENT

EX-23.1

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cxdo_ex231.htm

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the use of our report dated May 4, 2026, with respect to the consolidated financial statements of Estech Systems, Inc. and subsidiary included in this Current Report on Form 8-K/A of Crexendo, Inc. and subsidiaries.

/s/ Urish Popeck & Co., LLC

Pittsburgh, Pennsylvania

May 4, 2026

EX-23.2 — CONSENT

EX-23.2

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cxdo_ex232.htm

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements No. 333-248767 of Form S-1, No. 333-256409 on Form S-8, and No. 333-279175 on Form S-3 of our report dated March 3, 2026, relating to the consolidated financial statements and financial statement schedule of Crexendo, Inc. and subsidiaries incorporated by reference in this Current Report on Form 8-K/A of Crexendo Inc. and subsidiaries.

/s/ Urish Popeck & Co., LLC

Pittsburgh, Pennsylvania

May 4, 2026

EX-99.1 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.1

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cxdo_ex991.htm

EXHIBIT 99.1

EX-99.2 — UNAUDITED PRO FORMA FINANCIAL INFORMATION OF CREXENDO

EX-99.2

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cxdo_ex992.htm

EXHIBIT 99.2

CREXENDO, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements and accompanying notes reflect the pro forma effects of the following transaction (“Transaction”). On March 1, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Estech Holdings, Inc., a Texas corporation (“Seller”), 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, “ESI”), subject to the terms and conditions set forth in the Purchase Agreement. The aggregate purchase price for the Purchased Interests was $34,733, subject to customary post-closing purchase price adjustments based on working capital, indebtedness, and transaction expenses. The Purchase Price consists of $27,300 in cash and $7,433 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, par value $0.001. The Shares were 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. Pursuant to the lock-up agreement, after six months, 50% of the shares will be permitted to be sold, with an additional 50% permitted to be sold after twelve months. On March 1, 2026, the Company closed the transaction, and the Company issued the seller cash consideration of $27,300 and 1,159,638 shares of the Company’s common stock valued at $6.41 per share, for an aggregate purchase price of approximately $34.7 million.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition described above occurred on January 1, 2025 for statements of operation purposes and as of December 31, 2025 for balance sheet purposes, nor is it necessarily indicative of the future financial position or results of operations. The unaudited pro forma condensed combined financial statements include adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to the acquired assets and assumed liabilities of ESI. The final allocation of the purchase price will be based upon actual net tangible and intangible assets acquired as well as liabilities assumed. The preliminary purchase price allocation for ESI is subject to revision as more detailed analysis is completed and additional information on the fair values of ESI’ assets and liabilities become available. Any change in the fair value of the net assets of ESI will change the amount of the purchase price allocable to goodwill. Final purchase accounting adjustments may differ materially from the pro forma adjustments presented here.

The unaudited pro forma condensed combined balance sheet assumes that the Transaction was completed on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2025 assume the Transaction was completed on January 1, 2025 and reflect the pro forma operating results of ESI for its fiscal year 2025, derived from the Company’s audited financial statements for such period.

The Company prepares its financial statements in accordance with U.S. Generally Accepted Accounting Principles. The unaudited pro forma condensed combined financial statements were prepared in accordance with the rules and regulations of the SEC and should not be considered indicative of the financial position or results of operations that would have occurred if the Transaction had been completed on the dates indicated, nor are they indicative of the future financial position or results of operations of Crexendo and ESI following completion of the Transaction. The historical financial information of ESI has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes thereto. In addition, the unaudited pro forma financial information was based on, and should be read in conjunction with:

The separate historical consolidated financial statements of Crexendo, Inc. and Subsidiaries (Crexendo”) as of and for the fiscal year ended December 31, 2025 and the related notes included in Crexendo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 3, 2026; and

The separate historical financial statements of ESI as of and for the year ended December 31, 2025 and the related notes, which are attached as Exhibit 99.1, to this Form 8-K/A.

CREXENDO, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2025

(in thousands)

Historical

Pro Forma

Crexendo

ESI

Adjustments (i)

Combined

Assets

(Note 2)

(Note 3)

Current assets:

Cash and cash equivalents

$ 31,378

$ 301

$ (26,947 )(a)

$ 4,732

Trade receivables, net

4,913

325

5,238

Contract assets, net

151

Inventories

454

820

1,274

Equipment financing receivables

1,416

1,219

2,635

Contract costs

2,318

1,559

3,877

Prepaid expenses

892

207

1,099

Income tax receivable

234

Other current assets

292

344

Total current assets

41,897

4,634

(26,947 )

19,584

Contract assets, net of current portion, net

402

334

736

Long-term equipment financing receivables, net

3,223

2,436

5,659

Property and equipment, net

195

302

497

Operating lease right-of-use assets

1,006

Intangible assets, net

17,860

23,400 (b)

41,260

Goodwill

9,454

534

4,731 (c)(d)

14,719

Contract costs, net of current portion

3,319

2,440

5,759

Other long-term assets

330

Total Assets

$ 77,686

$ 10,680

$ 1,184

$ 89,550

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$ 649

$ 1,314

$ -

$ 1,963

Accrued expenses

8,391

1,911

10,302

Finance leases

133

(133 )(e)

Notes payable

114

Operating lease liabilities

493

523

Income tax payable

151

Contract liabilities

2,528

800

3,328

Total current liabilities

12,328

4,188

(133 )

16,383

Contract liabilities, net of current portion

1,008

376

1,384

Finance leases, net of current portion

(43 )(e)

Related party notes payable, net of current portion

5,198

(5,198 )(f)

Operating lease liabilities, net of current portion

529

Total liabilities

13,865

9,805

(5,374 )

18,296

Stockholders' equity:

Total stockholders' equity

63,821

875

6,558 (g)

71,254

Total Liabilities and Stockholders' Equity

$ 77,686

$ 10,680

$ 1,184

$ 89,550

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

CREXENDO, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except per share data)

Historical

Pro Forma

Crexendo

ESI

Adjustments

Combined

(Note 3)

Service revenue

$ 33,782

$ 21,276

$ -

$ 55,058

Software solutions revenue

29,664

(598 )(h)

29,066

Product revenue

4,721

4,827

9,548

Total revenue

68,167

26,103

(598 )

93,672

Operating expenses:

Cost of service revenue

14,153

6,750

(587 )(i)

20,316

Cost of software solutions revenue

8,275

Cost of product revenue

2,835

1,744

4,579

Selling and marketing

17,771

8,180

4,499 (j)

30,450

General and administrative

14,723

5,382

190 (j)(k)

20,295

Research and development

5,720

1,248

6,968

Total operating expenses

63,477

23,304

4,102

90,883

Income/(loss) from operations

4,690

2,799

(4,700 )

2,789

Other income/(expense):

Interest income

637

(637 )(l)

Interest expense

(19 )

(385 )

385 (m)

(19 )

Other income/(expense), net

645

(645 )(n)

Total other income/(expense), net

681

260

(897 )

Income/(loss) before income tax

5,371

3,059

(5,597 )

2,833

Income tax benefit/(provision)

(300 )

Net income/(loss)

$ 5,071

$ 3,059

$ (5,597 )

$ 2,533

Earnings per common share:

Basic

$ 0.17

$ 0.08

Diluted

$ 0.16

$ 0.08

Weighted-average common shares outstanding:

Basic

29,681,847

1,159,638 (o)

30,841,485

Diluted

31,641,294

1,159,638 (o)

32,800,932

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements included herein have been prepared pursuant to the rules and regulations of the SEC.

1. Basis of Pro Forma Presentation

On March 1, 2026, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Estech Holdings, Inc., a Texas corporation (“Seller”), 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, “ESI”), subject to the terms and conditions set forth in the Purchase Agreement. The aggregate purchase price for the Purchased Interests was $34,733, subject to customary post-closing purchase price adjustments based on working capital, indebtedness, and transaction expenses. The Purchase Price consists of $27,300 in cash and $7,433 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, par value $0.001. The Shares were 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. Pursuant to the lock-up agreement, after six months, 50% of the shares will be permitted to be sold, with an additional 50% permitted to be sold after twelve months. On March 1, 2026, the Company closed the transaction, and the Company issued the seller cash consideration of $27,300 and 1,159,638 shares of the Company’s common stock valued at $6.41 per share, for an aggregate purchase price of approximately $34.7 million.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 was prepared by combining the historical audited consolidated balance sheet data as of December 31, 2025 for Crexendo and ESI as if the Transactions had been consummated on that date.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the audited statements of operations of Crexendo and ESI for the year ended December 31, 2025, as if the transactions had been consummated on January 1, 2025.

2. ESI Balance Sheet

ESI classified certain amounts differently than Crexendo in its balance sheet. The following schedule summarizes the necessary adjustments to conform the ESI balance sheet as of December 31, 2025 to Crexendo’s basis of presentation (Unaudited, in thousands):

Consolidated Balance Sheet as of December 31, 2025 (Unaudited, in thousands):

As Reported

As Revised

ESI

Adjustments (I)

ESI

Assets

Current assets:

Cash and cash equivalents

$ 301

$ -

$ 301

Trade receivables, net

325

Inventories

820

Equipment financing receivables, net

1,219

Contract costs

1,559

Contract assets, net

151

Prepaid expenses

207

Other current assets

Total current assets

4,634

Contract assets, net of current portion, net

334

Long-term equipment financing receivables, net

2,436

Property and equipment, net

271

302

Finance lease right-of-use assets

271

(271 )

Goodwill

534

Contract costs, net of current portion

2,440

Total assets

$ 10,680

$ -

$ 10,680

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$ 1,314

$ -

$ 1,314

Accrued expenses

1,911

Finance leases

133

Operating lease liabilities

Contract liabilities

250

550

800

Deverred revenues

550

(550 )

Total current liabilities

4,188

Contract liabilities, net of current portion

376

Finance leases, net of current portion

Related-party notes payable, net of current portion

5,198

Total liabilities

9,805

Stockholders' equity:

Total stockholders' equity

875

Total liabilities and stockholders' equity

$ 10,680

$ -

$ 10,680

The adjustments presented above to ESIs’ balance sheet are as follows:

(i)

Reflects a reclassification of assets under finance leases to property and equipment, net to be consistent with Crexendo’s classifications. Also reflects a reclassification of deferred revenues to contract liabilities to be consistent with Crexendo’s classifications.

3. Pro Forma Adjustments

The accompanying unaudited pro forma condensed combined financial statements have been prepared as if the transactions described above were completed on December 31, 2025 for balance sheet purposes and as of January 1, 2025 for statement of operations purposes.

The unaudited pro forma condensed combined balance sheet gives effect to the following pro forma adjustments (in thousands):

(a)

The following adjustments to cash and cash equivalents:

Cash portion of ESI purchase price

$ (27,300 )

less: Cash to ESI to fund liabilities assumed

353

$ (26,947 )

(b)

The following adjustments to intangible assets, net:

Value attributed to new intangible asset - customer relationships

$ 22,300

Value attributed to new intangible asset - trademarks and trade name

1,100

$ 23,400

(c)

Adjustment to record goodwill of $5,265 resulting from the difference between the purchase price and identifiable net assets as follows:

Preliminary Purchase Price Allocation

Total purchase price

$ 34,733

Cash and cash equivalents

654

Trade receivables, net of allowance

325

Contract assets, net of allowance

151

Inventories

820

Equipment financing receivables, net of allowance

1,219

Contract costs

1,559

Prepaid expenses

207

Other current assets

Contract assets, net of current portion

334

Long-term equipment financing receivables, net of allowance

2,436

Property and equipment, net

302

Contract costs, net of current portion

2,440

Intangible assets acquired (FV)

23,400

Total identifiable assets

33,899

Accounts payable

1,314

Accrued expenses

1,911

Operating lease liabilities

Contract liabilities

800

Contract liabilities, net of current portion

376

Total liabilities assumed

4,431

Total goodwill

$ 5,265

(d)

Adjustment to write off $534 of goodwill on ESI’s balance sheet.

(e)

Adjustment for the repayment of ESI’s outstanding finance leases of $133 and finance leases, net of current portion of $43.

(f)

Adjustment for the repayment of $5,198 of ESI’s outstanding related party notes payable.

(g)

The following adjustments to stockholders’ equity:

Elimination of ESI's historical stockholders’ equity

$ (875 )

Fair value of Crexendo common stock portion of ESI purchase price

7,433

$ 6,558

The unaudited pro forma condensed combined statements of operations give effect to the following pro forma adjustments (in thousands, except per share data):

(h)

ESI was a customer of Crexendo, adjustment to eliminate the associated software solutions revenue of $598.

(i)

ESI was a customer of Crexendo, adjustment to eliminate ESI’s associated cost of service revenue of $587.

(j)

Adjustment to record amortization expense related to the identifiable intangible assets recorded in connection with the acquisition as noted below:

Customer relationships

$ 4,499

Trademarks and trade names

234

$ 4,733

(k)

Adjustment to eliminate $44 of share-based compensation on ESI’s statement of operations.

(l)

Adjustment to eliminate $637 of Crexendo’s interest income, as the cash balance was utilized for the cash portion of the acquisition from the decrease of the cash balance due to the acquisition of ESI.

(m)

Adjustment to eliminate $385 in ESI interest expense due to the repayment of the finance leases and related party note payable as part of the acquisition.

(n)

Adjustment to eliminate ESI’s other income/(expense), net due to the associated other income and expense not being included in the acquisition.

(o)

Adjustments to weighted average shares outstanding to record the Crexendo common stock issued.

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Cover

May 04, 2026

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May 04, 2026

Entity File Number

001-32277

Entity Incorporation State Country Code

Entity Tax Identification Number

87-0591719

Entity Address Address Line 1

1225 W. Washington Street

Entity Address City Or Town

Tempe

Entity Address State Or Province

Entity Address Postal Zip Code

85288

City Area Code

602

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Written Communications

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Local Phone Number

714-8500

Security 12b Title

Common Stock, par value $0.001 per share

Trading Symbol

CXDO

Security Exchange Name

NASDAQ

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