It was not til just over a year ago I heard of this IOI thing…now its ever more present.

So, you’re thinking about selling your small business, and someone hands you an IOI—an Indication of Interest. An IOI, that sacred piece of paper that screams, “I might, maybe, possibly, kinda want to buy your business… but don’t get your hopes up.” Let’s unpack why this glorified Post-it note is the most hilariously overhyped part of the small business acquisition process.

A Commitment as Solid as a Wet Napkin

An IOI is about as binding as a New Year’s resolution to hit the gym. It’s not a contract, not a promise, not even a firm handshake. It’s just a fancy way of saying, “Hey, I’m curious, but I’m not ready to swipe right yet.” You’re basically getting a flirty text from someone who’s still browsing the dating app. The seller, meanwhile, is supposed to clutch this IOI to their chest like it’s a love letter from Brad Pitt, when in reality, it’s more like a “u up?” at 2 a.m. from a rando.

Wall Street Vibes for a Lemonade Stand

The IOI comes with this air of gravitas, like it’s some Wall Street-level maneuver. Newsflash: You’re not buying Tesla; you’re eyeing a coffee shop that’s barely breaking even because the owner’s cousin keeps “forgetting” to ring up half the sales. Yet, here we are, drafting a formal document to say, “I’m interested… maybe.” Why not just send a thumbs-up emoji and call it a day?

Vague to the Point of Comedy

The IOI is like the business equivalent of a middle schooler passing a “Do you like me? Check yes or no” note. It’s all vibes, no substance. It might include a price range that’s laughably vague—like, “I’ll pay somewhere between $50,000 and $5 million, depending on how I feel after my morning coffee.” And don’t even get me started on the “due diligence” clause that basically says, “I’ll poke around your financials for a few months, and if I find a single misplaced receipt, I’m out.”

Sellers Drink the IOI Kool-Aid

Sellers aren’t off the hook either. They treat the IOI like it’s a golden ticket, when half the time, the buyer’s just window-shopping. You know who else sends IOIs? Tire-kickers, dreamers, and that guy who watched one too many episodes of Shark Tank and now thinks he’s Mark Cuban. The seller’s over here popping champagne, while the buyer’s already ghosting them to “explore other opportunities.”

Let’s Skip the Charade

Look, buying a small business is already a circus—valuations that make no sense, books messier than a toddler’s art project, and owners who think their mom-and-pop shop is the next Amazon. Do we really need to add this performative IOI nonsense to the mix? Just skip the foreplay and get to the real stuff: hard offers, actual numbers, and a timeline that doesn’t stretch into the next decade. In Florida, the standard purchase contracts have due dilligence, lease, visa and sba contingencies….can we just get to the deal and stop funding your attorneys box seats at the Rays game?

So, next time someone waves an IOI in your face, laugh, pat them on the head, and tell them to come back when they’ve got something real to say. Because in the wild world of small business sales, the IOI is just a fancy way of saying, “I’ll think about it… maybe.”