Item 1.02.
Termination of a Material Definitive Agreement.
On September 7, 2026, Beyond Home Services, LLC (“ Purchaser ”), a Delaware limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “ Company ”), and F9 Investments, LLC, a Florida limited liability company (“ Seller ”), mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026 (the “ Merger Agreement ”), by and among the Company, Purchaser, F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, F9 Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser, Seller, F9 Brands, Inc., a Delaware corporation, and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the indirect owner of Seller (“ Sullivan ”), following Seller’s determination that it would be unable to satisfy certain conditions to the closing of the transactions contemplated by the Merger Agreement (the “ Termination ”).
Pursuant to the Merger Agreement, Purchaser’s obligations to close the transaction were contingent upon the satisfaction or waiver of certain closing conditions. As of the time of the Termination such conditions were not satisfied and it was not foreseeable to either Purchaser or Seller that such conditions would become satisfied. Rather than continue to pursue the transaction, Purchaser and Seller mutually agreed to terminate the Merger Agreement. The Merger Agreement provides that it may be terminated by the mutual written consent of Purchaser and Seller, and upon such termination, the Merger Agreement shall immediately become null and void and each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item 7.01.
EX-99.1 ef20081710_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1
Neighborhood Intelligence Terminates Proposed Acquisition of F9 Brands Company Reaffirms Disciplined Capital Allocation and Growth Strategy Across Its Home Services Pillar NASHVILLE, Tenn. (BUSINESS WIRE) Neighborhood Intelligence, Inc. (Nasdaq: NXH) (“Neighborhood” or the “Company”) today announced that the Company and F9 Brands, Inc. (“F9”) have terminated the previously announced acquisition agreement.
We determined F9 was unable to satisfy all closing requirements within the contemplated timeframe. Neighborhood will not proceed with the acquisition or enter into a commercial or strategic collaboration with F9. The companies will continue to operate independently, and the terms and economics of the previously announced acquisition agreement are no longer in effect.
As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland’s, Installed Right and SFV Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstanding.
No shares will be issued and no acquisition capital will be deployed in connection with F9.
“Disciplined capital allocation and protecting shareholder value are central to how we evaluate every transaction,” said Marcus Lemonis, Executive Chairman of Neighborhood Intelligence. “We evaluate opportunities continuously, and this is one of many transactions we have considered that we elected not to pursue. In this case, we determined the seller was unable to satisfy the closing conditions, which are essential to our confidence in any business we acquire. We appreciate the time and effort contributed by the F9 management team and employees throughout the process. We remain focused on the strength of the Home Services platform, anchored by Elfa, Closet Works and SFV Construction Services, and on pursuing opportunities that meet our strategic, financial, and operational standards.”
Neighborhood plans to build on Elfa’s whole-home solutions platform by leveraging its design, engineering and manufacturing capabilities across kitchen, laundry, bath, closet and garage.