8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December18, 2023

MOBIQUITY

TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (516) 246-9422

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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. ☐

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.0001 par value per share; Common Stock Purchase Warrants.

On December 18, 2023, the Company’s Chairman of the Board, Gene Salkind and parties associated with him(the “Preferred Shareholders”), agreed to exchange all of their Series G Preferred Stock(i.e.300,789 shares of Series G Preferred Stock) with an issuance value of $1,503,495 into our newly created 751,730 shares Series H Preferred Stock. Each share of the Series H Preferred Stock is convertible by the Preferred Shareholders at any time after issuance into ten (10) shares of the Company’s Common Stock, or $0.20 per Common Share (Conversion Ratio). The Series H Preferred Stock will automatically convert at the same Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $2.00 per share for ten (10) consecutive trading days or on December 31, 2026, whichever is earlier. The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported in this Form 8-K. Exemption from registration is claimed under section 3(a)(9) of the Securities Act of 1933, as amended. Following the closing of the aforementioned transaction, Salkind and his parties associated with him beneficially own 548,535 common shares of the Company and Series H Preferred Stock convertible into 7,519,730 common shares for an aggregate beneficial ownership interest of 8,068,265 common shares or 70.7% of the outstanding common shares. The foregoing excludes outstanding warrants owned by him to purchase 96,100 common shares at exercises prices of at least $60 per share.

As previously disclosed in our Exchange Act filings, Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted. He has the right of appeal.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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