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AppBusinessBrokers.com · Owner briefing

What App Founders Get Wrong Between the LOI and Closing

Eric Owens
Eric Owens
September 28, 2026 · 4 min read

After an app founder signs a letter of intent, the most expensive mistakes are operational: easing off releases and marketing, changing pricing or the paywall without the buyer's agreement, handing over source code or user data too early, answering diligence slowly, and letting word of the sale reach contractors or users before closing.

A signed letter of intent feels like the hard part is over. There is a buyer, a price, and a date on the calendar. But the weeks between the LOI and closing are where a lot of app deals lose value, and the founder usually has more control over that stretch than anyone else at the table. The mistakes below are not dramatic. They are ordinary decisions made by a founder who is tired, distracted, or trying to be helpful. Each one is avoidable.

1. Easing off the app because the deal feels done

Once a buyer is committed, it is tempting to let the app coast. Releases slip, the paid campaigns get paused, support replies take a few days instead of a few hours. The problem is that the buyer's offer was built on the trend they saw, and they are still watching it. A soft month in the middle of diligence invites a hard question, and sometimes a revised number. Many purchase agreements also require the seller to keep running the business in the ordinary course until closing. Keep the release cadence, keep marketing at its normal level, and keep answering users as if the app were staying with you.

2. Changing the monetization mid-deal

A price increase, a new paywall, a trial-length test, a heavier ad load. Any of these might be a good idea. Done during diligence, they make the trailing numbers harder to compare and raise a fair question: is revenue moving because of the business or because of the experiment? If the test goes badly, the buyer inherits the damage. If it goes well, the buyer may assume you held it back to dress up the sale. Park material changes to pricing, subscription offers, and ad configuration until after closing, or agree them with the buyer in writing first.

3. Handing over the crown jewels too early

Diligence requests can arrive in a flood, and a founder who wants to look cooperative sends everything: full repository access, raw user exports, admin logins to RevenueCat or AdMob. Some buyers are in adjacent products, and some deals do not close. Good practice is staged disclosure. Summaries and reports come first. Code review happens late, in a controlled setting or through a reviewer the buyer appoints. Personal user data is generally shared in aggregate rather than as raw records, because privacy obligations do not pause for an acquisition. Credentials change hands at closing, not before.

4. Answering diligence slowly and in pieces

Deals run on momentum. When requests sit for a week, or answers arrive one attachment at a time, the buyer's team has time to generate more questions, and the exclusivity window the buyer is working inside keeps running. Slow answers also read as disorganization, which makes the buyer wonder what else is hard to find. Name one person to own the request list, track every item, and answer in batches with a note on anything still outstanding. If something will take time to pull, say so and give a date.

5. Letting word of the sale get out early

An app has more people close to it than founders expect: contractors, a part-time support person, an ad network rep, a co-marketing partner, an active user community on Discord or Reddit. News of a sale travels through those channels fast. A contractor who hears the app is being sold may start looking for other work, and a community that hears it from a rumor rather than from you may react badly in reviews. Keep the circle small until closing, and plan with the buyer when and how each group will be told.

The takeaway

The LOI sets the price. The period after it decides how much of that price reaches you. Run the app as if you were keeping it, hold off on experiments, disclose in stages, answer quickly and completely, and control who knows. None of that requires growing the app. It only requires treating the last stretch of the deal with the same discipline that got you to the offer.

FAQ

Questions practitioners actually ask

What does "ordinary course of business" mean in an app sale?
It means running the app the way you normally have until closing: same release rhythm, same marketing approach, same pricing, no unusual spending or contract changes. Purchase agreements often include it as a covenant, and a material change without the buyer's consent can give them grounds to renegotiate.
Should I give a buyer access to my source code during diligence?
Eventually, a serious buyer will need to review it, but not on day one. Share architecture summaries and documentation first, and schedule a code review later in diligence under an NDA, ideally in a controlled session or through a technical reviewer the buyer appoints.
Can I keep testing pricing or my paywall while my app is under LOI?
Only with the buyer's written agreement. Otherwise, hold the test until after closing so the numbers the buyer is underwriting stay comparable.
Eric Owens

Eric Owens

Founder & CEO, AppBusinessBrokers.com

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