Opening the filing
8-K
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 September 30, 2026, Grindr Inc. (the “Company”) and 18273618 Canada Inc., a Canadian corporation and wholly owned subsidiary of the Company (the “Buyer”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with PurposeMed Inc. (“PurposeMed”), the shareholders of PurposeMed party thereto (the “Sellers”), and Dr. Husein Moloo, solely in his capacity as the Sellers’ representative. The Purchase Agreement contemplates that at closing (the “Closing”), the Buyer will acquire all of the issued and outstanding shares of PurposeMed (the “Transaction”) for aggregate consideration consisting of (i) a base purchase price of $250 million, consisting of $190 million in cash and $60 million in shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), or an aggregate of 3,851,684 shares of Common Stock; plus (ii) an earnout payment of up to $70 million in cash. The earnout payment is subject to achievement by the PurposeMed business of certain financial performance targets for the fiscal year ending December 31, 2027, and, if earned, would be payable following the end of an applicable measurement period. The 3,851,684 shares of Common Stock to be issued were valued at $15.58 per share, which is the volume-weighted average price per share of the Common Stock for the 15 consecutive trading days ending on, and including, September 29, 2026, and will be subject to a 12-month lock-up following the Closing. The Company has guaranteed the Buyer’s obligations under the Purchase Agreement.
PurposeMed is the parent company behind the Freddie brand, a leading telehealth provider of PrEP and HIV prevention care, and the Transaction will include the acquisition of its partnerships with affiliated clinical networks.
The Purchase Agreement contains customary representations, warranties, covenants, and agreements of the Company, the Buyer, PurposeMed, and the Sellers. The Purchase Agreement also contains certain covenants, including those relating to the conduct of the business during the interim period from the date of the Purchase Agreement until the Closing. In connection with the Transaction, the Buyer has obtained a buyer-side representations and warranties insurance policy, which, in addition to the Sellers’ portion of the retention amount under the policy, will be its sole recourse with respect to breaches of the representations and warranties of PurposeMed and the Sellers contained in the Purchase Agreement. In addition, certain Sellers have agreed to indemnify the Company and the Buyer for certain specified liabilities, subject to certain customary limitations.
The consummation of the Transaction is subject to customary closing conditions including, among other things: (i) the accuracy of the representations and warranties of, and compliance with covenants by, the parties; (ii) the absence of a material adverse effect on PurposeMed; (iii) the absence of any law or order preventing the Closing; (iv) the completion of a pre-closing restructuring of PurposeMed; and (v) the approval for listing on the New York Stock Exchange of the shares of Common Stock to be issued in the Transaction. The Purchase Agreement may be terminated under certain circumstances, including by either the Buyer or the Sellers’ representative if the Closing has not occurred by December 30, 2026.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the shares of Common Stock to be issued pursuant to the Transaction is incorporated herein by reference.
The shares of Common Stock to be issued in connection with the Transaction will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering. Each Seller receiving shares of Common Stock has made or will make customary investment representations to the Company in the Purchase Agreement.
Item 7.01 Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release and posted a shareholder letter to its website announcing the entry into the Purchase Agreement. A copy of the Company’s press release dated September 30, 2026, and a copy of the shareholder letter dated September 30, 2026, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Exhibit 99.1
EX-99.1 exhibit991-pressreleasedat.htm EX-99.1
Document Exhibit 99.1
Grindr to Acquire Freddie, Expanding Access to HIV Prevention for Millions of Users Acquisition accelerates Grindr Health, bringing PrEP into the Grindr app at little to no cost to users Deal advances Grindr's commitment to connect 10 million LGBTQ+ people globally to HIV prevention directly through the app by 2028 LOS ANGELES – September 30, 2026 – Grindr Inc. (NYSE: GRND), the Global Gayborhood in Your Pocket™, today announced it has agreed to acquire PurposeMed Inc., the parent company of Freddie, a leading telehealth provider of PrEP and HIV prevention care, for $250 million in cash and stock. The transaction may include up to an additional $70 million in cash consideration based on the achievement of certain performance targets and is expected to close in Q4 2026, subject to applicable closing conditions.
This marks Grindr's first major acquisition since its founding and a significant step in building out the Global Gayborhood, leading with the company’s health and wellness business Grindr Health. With the addition of Freddie, Grindr will make it easier for millions of users to learn about PrEP, connect with clinicians, access testing and prescriptions, and receive medication through the Grindr app.
PrEP reduces the risk of HIV by approximately 99%, and eligible US patients can access it at little to no out-of-pocket cost. About 650,000 people in the US are on PrEP today, despite an estimated 2.2 million who could benefit from it. Together, Grindr and Freddie will work to close that gap by allowing Grindr's millions of users to learn about, start, and easily stay on PrEP through the Grindr app.
Keeping testing, refills, and support in a familiar place helps patients stay engaged with the recurring care that makes prevention effective.
Importantly, participation will be entirely voluntary: Grindr users can choose whether or not to access care through Freddie; Freddie’s patients can choose whether or not to use Grindr. Freddie's leadership team will join Grindr to continue building the business as a core pillar of the Global Gayborhood in Your Pocket: a platform that reflects the full range of how the global LGBTQ+ community lives, connects, and thrives.
Transaction Details Under the terms of the agreement, Grindr will acquire PurposeMed Inc. (inclusive of the Freddie brand and its partnerships with affiliated clinical networks) for $250 million, consisting of $190 million in cash and $60 million in Grindr common stock. The agreement also includes the potential for up to $70 million in additional cash consideration tied to 2027 performance targets, payable in 2028. The transaction has been approved by the boards of both companies and is expected to close in Q4 2026, subject to applicable closing conditions.
Freddie expects to generate 2026 revenue of more than $80 million and more than $10 million in Adjusted EBITDA. Current Adjusted EBITDA margins reflect early-stage growth investments including the required infrastructure to build Freddie’s US platform. Grindr expects the acquisition to have an immaterial impact on its 2026 financial results and will provide additional detail on the 2027 outlook on its third-quarter earnings call in November.
More information on Freddie’s business can be found in the Shareholder Letter posted today on Grindr’s investor relations website.
Conference Call Webcast Information Grindr will host a live webcast today at 2:15 p.m. Pacific Time to discuss the acquisition. The webcast of the conference call can be accessed as follows: