8-K
MOBIVITY HOLDINGS CORP. (MFON)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2023
MobivityHoldings Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53851 | 26-3439095 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission<br> File | (I.R.S.<br> Employer |
| of<br> Incorporation) | Number) | Identification<br> Number) |
3133West Frye Road, # 215
Chandler,Arizona 85226
(Address of principal executive offices) (zip code)
(866) 282-7660
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b)of the Act:
None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
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. ☐
Item2.02 Results of Operations and Financial Condition
On November 14, 2023 we issued a press release announcing our results for the third quarter ended September 30, 2023. The full text of the press release is furnished.
Item9.01 Financial Statements and Exhibits
| (d) | Exhibits | Method Filing |
|---|
The following exhibit is furnished with this report:
| Exhibit<br> 99.1 | Press release dated November 14, 2023 regarding the Registrant’s financial results for the quarter ended September 30, 2023 | Filed<br> Electronically herewith |
|---|---|---|
| Exhibit<br> 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOBIVITY HOLDINGS CORP. | ||
|---|---|---|
| November 14, 2023 | By: | /s/ Will Sanchez |
| Will<br> Sanchez, | ||
| Chief<br> Financial Officer |
Exhibit99.1
November14, 2023
FOR IMMEDIATE RELEASE
MobivityAnnounces Third Quarter 2023 Financial Results
PHOENIX, November 14, 2023 (GLOBE NEWSWIRE) – Mobivity Holdings Corp. (OTCQB:MFON), global provider of personalized reward solutions that drive customer acquisition, frequency, and spend, today announced financial results for the third quarter ended ended September 30, 2023.
ThirdQuarter 2023 Financial Highlights
| ● | Revenues<br> of $1.6 million compared to $1.9 million in Q3 2022. |
|---|---|
| ● | Gross<br> profit margin improved to 29% compared to 4% in Q3 2022. |
| ● | Cash<br> and cash equivalents totaled $0.5 million compared to $0.4 million at December 31, 2022. |
| ● | Adjusted<br> EBITDA, excluding certain non-cash expenses, was ($2.1) million compared to ($2.3) million in Q3 2022. |
ThirdQuarter 2023 Business Highlights
| ● | Expanded<br> the product offerings and addressable market of our Connected Rewards business by multiples. |
|---|---|
| ● | Launched<br> new programs that show predictable and repeatable growth with premier brand partners. |
| ● | Optimized<br> the structure of the business to fit the future of Mobivity. |
MobivityHoldings Corp.
ConsolidatedFinancial Summaries
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In Thousands) | 2023 | 2022 | % | 2023 | 2022 | % | ||||||||||
| Revenue | 1,633 | 1,890 | (258 | (14 | %) | 5,376 | 5,787 | (411 | (7 | %) | ||||||
| Gross profit | 472 | 84 | 387 | 461 | % | 1,777 | 4,184 | (2,407 | (58 | %) | ||||||
| Gross profit margin | 29 | % | 4 | % | N/A | 33 | % | 28 | % | N/A | ||||||
| Operating expenses | 4,000 | 2,739 | 1,567 | 57 | % | 9,549 | 7,819 | 1,730 | 22 | % | ||||||
| Loss from operations | (3,528 | ) | (2,655 | ) | (1,180 | 44 | % | (7,772 | ) | (6,216 | ) | (1,556 | 25 | % | ||
| Net loss | (3,778 | ) | (2,849 | ) | (1,189 | 42 | % | (8,529 | ) | (6,734 | ) | (1,795 | 27 | % | ||
| Adjusted EBITDA * | (2,082 | ) | (2,344 | ) | 263 | (11 | %) | (5,209 | ) | (4,867 | ) | (343 | 7 | % |
All values are in US Dollars.
ConferenceCall
Mobivity will host a conference call at 4:15 p.m. ET on November 14, 2023.
| Date: | Tuesday,<br> November 14, 2023 |
|---|---|
| Time: | 4:15<br> p.m. Eastern Time (ET) |
| Dial<br> in Number for U.S. Callers: | 1-888-886-7786 |
| Dial<br> in Number for International Callers: | 1-416-764-8658 |
| Please<br> Reference Conference ID: | 18371223 |
The call will also be accompanied live by webcast over the Internet and accessible at https://viavid.webcasts.com/starthere.jsp?ei=1643433&tp_key=ed00baea12.
To join the live conference call, please dial in to the above referenced telephone numbers five to ten minutes prior to the scheduled conference call time.
A replay will be available for two weeks starting on November 14, 2023 at approximately 7:15 p.m. ET. To access the replay, please dial 1-844-512-2921 in the U.S. and 1-412-317-6671 for international callers. The conference ID# is 18371223. The replay will also be available on the Company’s website under the investor relations section.
3133 West Frye Road, Suite 215, Chandler, AZ 85226
Non-GAAPMeasurements
This press release includes certain financial information which constitutes “non-GAAP financial measures” as defined by the SEC. A full reconciliation of the non-GAAP measures to GAAP can be found in the tables of today’s press release. Non-GAAP adjusted net income is supplemental to results presented under accounting principles generally accepted in the United States of America (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures are used by management to facilitate period-to-period comparisons and analysis of Mobivity’s operating performance and liquidity. Management believes these non-GAAP measures are useful to investors in trending, analyzing and benchmarking the performance and value of Mobivity’s business. These non-GAAP measures should be considered in addition to, but not as a substitute for, other similar measures reported in accordance with GAAP.
AboutMobivity
Mobivity’s cloud-based Connected Rewards™ technology delivers billions of offers and promotions through its Recurrency platform, building large, owned audiences for some of the world’s biggest brands. Through its partnerships with leading game publishers, digital operators, and ad networks, Mobivity connects a massive universe of consumers to its broad network of brands. As a result, digital consumers download and play more games, and earn real-world rewards that are redeemed in-store, driving acquisition, frequency, and retention for brands and game publishers. For more information about Mobivity, visit or call (877) 282-7660.
InvestorRelations Contact
Brett Maas • Managing Partner, Hayden IR
brett@haydenir.com • (646) 536-7331
3133 West Frye Road, Suite 215, Chandler, AZ 85226
MobivityHoldings Corp.
CondensedConsolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| 2022 | |||||
| (Audited) | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 457,934 | $ | 426,740 | ||
| Accounts receivable, net of allowance for doubtful accounts 24,381 and 34,446, respectively | 373,980 | 1,081,183 | |||
| Other current assets | 241,424 | 195,017 | |||
| Total current assets | 1,073,338 | 1,702,940 | |||
| Right to use lease assets | 825,041 | 981,896 | |||
| Intangible assets and software development costs, net | 78,244 | 194,772 | |||
| Other assets | 118,215 | 137,917 | |||
| TOTAL ASSETS | 2,094,838 | $ | 3,017,525 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current liabilities | |||||
| Accounts payable | 3,492,562 | $ | 3,412,612 | ||
| Accrued interest | 653,431 | 443,448 | |||
| Accrued and deferred personnel compensation | 111,610 | 569,347 | |||
| Deferred revenue and customer deposits | 218,552 | 902,727 | |||
| Related party notes payable, net - current maturities | 2,191,875 | 2,711,171 | |||
| Notes payable, net - current maturities | 14,363 | 32,617 | |||
| Operating lease liability, current | 269,815 | 251,665 | |||
| Other current liabilities | 15,505 | 49,541 | |||
| Total current liabilities | 6,967,713 | 8,373,128 | |||
| Non-current liabilities | |||||
| Related party notes payable, net - long term | 3,461,472 | 2,481,290 | |||
| Notes payable, net - long term | 29,432 | 31,092 | |||
| Operating lease liability | 731,764 | 936,924 | |||
| Total non-current liabilities | 4,222,668 | 3,449,306 | |||
| Total liabilities | 11,190,381 | 11,822,434 | |||
| Stockholders’ deficit | |||||
| Common stock, 0.001 par value; 100,000,000 shares authorized; 67,949,709 and 61,311,155, shares issued and outstanding | 67,950 | 61,311 | |||
| Equity payable | 100,862 | 324,799 | |||
| Additional paid-in capital | 117,138,356 | 108,806,353 | |||
| Accumulated other comprehensive loss | 22,227 | (100,963 | ) | ||
| Accumulated deficit | (126,424,938 | ) | (117,896,409 | ) | |
| Total stockholders’ deficit | (9,095,543 | ) | (8,804,909 | ) | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 2,094,838 | $ | 3,017,525 |
All values are in US Dollars.
3133 West Frye Road, Suite 215, Chandler, AZ 85226
MobivityHoldings Corp.
CondensedConsolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | ||||||||||||
| Revenues | $ | 1,633,071 | $ | 1,890,437 | $ | 5,375,724 | $ | 5,787,168 | ||||
| Cost of revenues | 1,160,880 | 1,806,022 | $ | 3,598,661 | 4,183,719 | |||||||
| Gross profit | 472,191 | 84,415 | 1,777,063 | 1,603,449 | ||||||||
| Operating expenses | ||||||||||||
| General and administrative | 2,292,623 | 983,428 | 4,907,882 | 3,088,588 | ||||||||
| Sales and marketing | 708,398 | 614,600 | 2,002,529 | 1,778,371 | ||||||||
| Engineering, research, and development | 968,546 | 784,804 | 2,507,264 | 2,360,863 | ||||||||
| Impairment of intangible asset | — | 238,143 | — | 238,143 | ||||||||
| Depreciation and amortization | 30,418 | 118,317 | 130,902 | 353,050 | ||||||||
| Total operating expenses | 3,999,985 | 2,739,292 | 9,548,577 | 7,819,015 | ||||||||
| Loss from operations | (3,527,794 | ) | (2,654,877 | ) | (7,771,514 | ) | (6,215,566 | ) | ||||
| Other income/(expense) | ||||||||||||
| Loss of settlement of debt | — | — | (10,857 | ) | — | |||||||
| Interest expense | (237,376 | ) | (193,501 | ) | (720,265 | ) | (520,454 | ) | ||||
| Settlement Losses | (13,000 | ) | — | (25,500 | ) | — | ||||||
| Foreign currency gain | (102 | ) | (339 | ) | (393 | ) | 2,470 | |||||
| Total other income/(expense) | (250,478 | ) | (193,840 | ) | (757,015 | ) | (517,984 | ) | ||||
| Loss before income taxes | (3,778,272 | ) | (2,848,717 | ) | (8,528,529 | ) | (6,733,550 | ) | ||||
| Income tax expense | — | — | — | — | ||||||||
| Net loss | (3,778,272 | ) | (2,848,717 | ) | (8,528,529 | ) | (6,733,550 | ) | ||||
| Other comprehensive loss, net of income tax | ||||||||||||
| Foreign currency translation adjustments | 91,825 | (76,228 | ) | 123,190 | (76,862 | ) | ||||||
| Comprehensive loss | $ | (3,686,447 | ) | $ | (2,924,945 | ) | $ | (8,405,339 | ) | $ | (6,810,412 | ) |
| Net loss per share: | ||||||||||||
| Basic and Diluted | (0.06 | ) | (0.05 | ) | (0.13 | ) | (0.12 | ) | ||||
| Weighted average number of shares: | ||||||||||||
| Basic and Diluted | 66,785,952 | 60,297,083 | 64,878,021 | 58,544,432 |
3133 West Frye Road, Suite 215, Chandler, AZ 85226
MobivityHoldings Corp.Reconciliation of GAAP Measure to Non-GAAP Measure
| Three months ended September 30, | Nine months ended <br><br>September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In Thousands) | 2023 | 2022 | 2023 | 2022 | ||||||
| Net loss | (3,778 | ) | (2,849 | ) | (8,529 | ) | (6,734 | ) | ||
| Stock-based compensation | 1,429 | 193 | 2,468 | 994 | ||||||
| Depreciation & amortization | 30 | 118 | 131 | 353 | ||||||
| Interest expense | 237 | 194 | 720 | 520 | ||||||
| Adjusted EBITDA | (2,082 | ) | (2,344 | ) | (5,209 | ) | (4,867 | ) |