Mobiquity Technologies, Inc 10-K for FY2025
Mobiquity Technologies, Inc. (MOBQ)
About this 10-K
Mobiquity Technologies, Inc filed this 10-K on April 8, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $112.32K
- down 94.6% from $2.09M a year earlier
- Net loss
- $10.43M
- compared with a net loss of $8.59M a year earlier
- Diluted EPS
- -$0.49
- compared with -$0.85 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE FISCAL YEAR ENDED
For the transition period from _____ to _____
COMMISSION FILE NUMBER:
(Exact name of Registrant as specified in its charter)
|
(State of jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | ( |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
(Title of each class)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Check whether the Registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the Registrant
has submitted electronically, every Interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. Yes ☐ No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of June 30, 2025, the number of shares of
Common Stock held by non-affiliates was approximately 12,689,000 based upon 21,339,337 shares of Common Stock outstanding. The approximate
market value based on the last sale (i.e. $1.55 per share as of June 30, 2025) of the Company’s Common Stock held by non-affiliates
was approximately $
The number of shares outstanding of the Registrant’s Common Stock as of March 30, 2026, was .
FORWARD-LOOKING STATEMENTS
We believe this annual report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management, based on information currently available to our management. When we use words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “should,” “likely” or similar expressions, we are making forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations set forth under “Business” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results and stockholder values may differ materially from those expressed in the forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Stockholders are cautioned not to put undue reliance on any forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under “Risk Factors.” In addition to the Risk Factors and other important factors discussed elsewhere in this annual report, you should understand that other risks and uncertainties and our public announcements and filings under the Securities Exchange Act of 1934, as amended could affect our future results and could cause results to differ materially from those suggested by the forward-looking statements.
As used in this Form 10-K, the terms “we,” “our,” “us,” “Mobiquity Technologies” or “the Company” refer to Mobiquity Technologies, Inc. and its subsidiaries, taken as a whole, unless the context otherwise requires it.
Our financial statements are stated in United States dollars (US$) and are prepared in accordance with Generally Accepted Accounting Principles in the United States. All references to “common stock” refer to the common shares in our capital stock.
| i |
TABLE OF CONTENTS
| ii |
PART I
Item 1. Business
Company Background
Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our,” or the “Company”) is an advertising technology and data intelligence company that develops software platforms enabling digital advertising execution, audience analytics, and publisher monetization while supporting evolving privacy and data compliance requirements.
Our technology infrastructure supports advertisers, agencies, publishers, and enterprise clients through three proprietary platforms:
| · | Advertising Technology Operating System (ATOS Platform) | |
| · | Data Intelligence Platform | |
| · | Publisher Platform for Monetization and Compliance |
These platforms may operate independently or as an integrated technology stack providing end-to-end advertising and data management capabilities.
Our Products
The ATOS Platform
The Advertising Technology Operating System (“ATOS”) is our core programmatic advertising platform designed to automate the buying, selling, delivery, and measurement of digital advertising inventory across mobile, desktop, connected television (CTV), and other internet-connected devices.
ATOS incorporates artificial intelligence (“AI”) and machine learning (“ML”) technologies to optimize campaign performance, automate inventory management, and improve audience targeting.
Based on internal platform activity logs, ATOS processes approximately 10 billion advertising opportunities per day.
Key capabilities include:
| · | Ad serving and demand-side platform functionality | |
| · | AI-driven campaign optimization | |
| · | Audience and location targeting | |
| · | Contextual targeting and identity graph integration | |
| · | Real-time analytics and campaign reporting | |
| · | Fraud detection and inventory quality tools | |
| · | Private marketplace capabilities |
The ATOS platform consists primarily of proprietary internally developed technology supplemented by certain open-source software components.
| 1 |
Data Intelligence Platform - MobiExchange
Our Data Intelligence Platform, marketed as MobiExchange, provides data ingestion, normalization, and analytics capabilities designed to transform large volumes of data into actionable insights for advertisers and enterprise clients.
The platform aggregates multiple forms of data including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange enables customers to analyze audiences, develop marketing insights, and build custom data products.
MobiExchange is offered primarily as a software-as-a-service (“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.
The platform is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.
CMOne Publisher Platform (Formerly AdHere)
Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.
CMOne represents an enhanced version of the original AdHere platform and incorporates expanded functionality including:
| · | AI-assisted campaign optimization | |
| · | First-party data activation and audience segmentation | |
| · | Integrated privacy and consent management tools | |
| · | Direct advertising sales management | |
| · | Programmatic inventory monetization tools |
The platform addresses industry changes resulting from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data while monetizing digital inventory in a compliant manner.
Our Strategy
We are a cutting-edge AdTech company at the forefront of data-driven advertising, publisher compliance, and monetization solutions. With a commitment to innovation, we have positioned ourselves as a next-generation player in the industry, providing a comprehensive suite of services through our three proprietary technology platforms.
ATOS Platform:
The ATOS platform is a cornerstone of Mobiquity’s offerings. This advanced platform leverages data analytics and cutting-edge technology to deliver targeted and effective advertising solutions. By harnessing the power of data, ATOS enables advertisers to reach their desired audience with precision, maximizing the impact of their advertising and awareness campaigns. As an all-in-one advertising technology operating system (ATOS) is a single-vendor, end-to-end solution designed to simplify and enhance digital advertising campaigns by leveraging artificial intelligence (AI) and machine learning (ML) optimization, the platform ensures precision targeting, high performance and seamless campaign management.
| 2 |
MobiExchange Data Intelligence Platform:
Mobiquity’s MobiExchange is a data intelligence platform designed to empower businesses with valuable insights. This platform facilitates the seamless exchange of data, allowing clients to make informed decisions based on real-time information. MobiExchange plays a pivotal role in enhancing the effectiveness of advertising strategies by providing a robust foundation of data-driven intelligence.
AdHere Publisher Platform:
The AdHere Publisher platform addresses the critical aspect of publisher compliance and monetization. This platform empowers publishers to navigate the complex landscape of compliance requirements seamlessly. Additionally, it offers monetization opportunities for publishers, creating a win-win scenario where content creators can thrive while adhering to industry standards.
Integrated Revenue Streams:
One of the distinctive features of our company is its anticipated ability to generate revenue through three independent yet synergistic streams. Each platform - ATOS, MobiExchange, and AdHere contributed to the overall financial results of the company in 2024. This integrated approach allows us to adapt to the evolving needs of the market and provide comprehensive solutions to its clients.
Versatile Collaboration:
Our platforms are designed to work independently, providing specialized solutions for specific needs. Simultaneously, the platforms seamlessly integrate with each other, offering clients the flexibility to create customized, end-to-end solutions that cater to diverse requirements. This versatility positions us as a dynamic and adaptable partner in the rapidly evolving landscape.
In summary, Mobiquity Technologies, Inc. is not merely an AdTech company; it combines innovation, data-driven precision, and versatility to redefine the standards of advertising, data intelligence, publisher compliance and monetization. With our proprietary platforms, our company continues to provide clients with the tools they need to thrive in the digital marketplace.
Our Revenue Sources
The Company generates revenue primarily through two operating models:
Platform Licensing. Clients license one or more of our platforms on a SaaS or white-label basis and pay fees typically based on platform usage or a percentage of advertising spend.
Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.
Our customers include advertising agencies, brands, publishers, and other advertising technology companies.
| 3 |
Our Strategic Partnership with Context Networks
In November 2024, we expanded our strategic partnership with Context Networks, a company focused on advertising technology for casino and gaming environments.
Through this partnership, Mobiquity’s advertising technology platform supports targeted advertising across gaming machines, casino kiosks, mobile applications, and digital displays within casino ecosystems.
Initial deployments have included installations across entertainment venues and gaming locations in Wisconsin in partnership with River City Amusements and WarHorse Gaming in Nebraska through NRT Technology. These deployments convert existing gaming displays and various venue screens into monetizable digital advertising inventory.
Management believes this partnership positions the Company to participate in the emerging convergence of gaming, retail media, and digital advertising technologies.
Casino Advertising Network Exposure
Through our partnership with Context Networks, Mobiquity provides the core advertising technology infrastructure powering advertising delivery within casino gaming environments.
Management believes Mobiquity is currently the only publicly traded advertising technology company with exposure to a programmatic advertising network integrated directly into casino gaming devices and related gaming infrastructure.
This ecosystem enables advertisers to reach consumers across multiple casino touchpoints including gaming machines, financial kiosks, digital signage, and loyalty applications. The network also allows casino operators to generate non-gaming revenue from existing digital assets without significant new capital investment.
Our Intellectual Property
Our technology portfolio consists primarily of proprietary software, algorithms, trade secrets, and internally developed systems supporting our advertising and data platforms.
We protect our intellectual property through confidentiality agreements, internal security policies, and employee invention assignment agreements.
The Company also owns two patents related to legacy mobile location-based advertising technologies that are not material to our current operations.
Governmental Regulations
Our business is subject to various laws and regulations governing data privacy, consumer protection, and digital advertising practices.
These regulations include laws relating to the collection, storage, and use of consumer data such as the European Union’s General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”).
Changes in these laws or their interpretation may increase compliance costs or require modifications to our technology platforms or business practices.
| 4 |
Competition
We operate in competitive segments of the advertising technology and data analytics industries.
Competitors include companies offering advertising infrastructure, identity resolution services, and privacy compliance tools, including LiveRamp, The Trade Desk, and OneTrust.
Many of our competitors have greater financial and operational resources. We believe our competitive positioning is supported by our integrated technology stack combining advertising infrastructure, data intelligence, and publisher monetization capabilities.
Employees and Contractors
As of March 2026, the Company has eight employees, including executive management, engineering personnel, sales personnel, and administrative staff. We also engage independent contractors and consulting firms to support development and operational functions.
Customers
For fiscal 2025 and 2024, two customers accounted for approximately 85% and 58% of our revenues, respectively. Customer contracts generally do not require long-term commitments and may be terminated with limited notice.
Corporate Structure
Mobiquity conducts operations through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc. Our corporate structure is as follows:
Reporting to Security Holders
We file annual, quarterly, and current reports with the U.S. Securities and Exchange Commission (“SEC”), including Forms 10-K, 10-Q, and 8-K. These filings are available through the SEC’s website at www.sec.gov.
| 5 |
Item 1A. Risk Factors
Investing in our Common Stock involves a high degree of risk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the other information in this Form 10-K, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our Common Stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment. Potential risks and uncertainties that could affect our operating results and financial condition include, without limitation, the following:
Risks Relating to our Business Operations
We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the past several fiscal years.
To date, we have not been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December 31, 2025, and 2024, we reported net losses of $10,434,289 and $8,593,182, respectively, and net cash used in operating activities of $5,355,051 and $2,406,881, respectively. As of December 31, 2025, we had an aggregate accumulated deficit of $236,067,810. Our operating losses for the past several years are primarily attributable to the transformation of our company into an advertising technology corporation. We can provide no assurances that our operations will generate consistent or predictable revenue or be profitable in the foreseeable future. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern, and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the past several fiscal years. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern and our plan for future liquidity.
We cannot predict our future capital needs and we may not be able to secure additional financing.
We have substantial funds since formation to support our transformation from an integrated marketing company to a technology company. Since we might be unable to generate recurring or predictable revenue or cash flow to fund our operations, we will likely need to seek additional (perhaps substantial) equity or debt financing even following this offering to provide the capital required to maintain or expand our operations. We expect that we will also need additional funding for developing products and services, increasing our sales and marketing capabilities, and acquiring complementary companies, technologies, and assets (there being no such acquisitions which we have identified or are pursuing as of the date of this Form 10-K), as well as for working capital requirements and other operating and general corporate purposes. We cannot predict our future capital needs with precision, and we may not be able to secure additional financing on terms satisfactory to us, if at all, which could lead to termination of our business. If we elect to raise additional funds or additional funds are required, we may seek to raise funds from time to time through public or private equity offerings, debt financings or other financing alternatives. Additional equity or debt financing may not be available on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing operational development and commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.
If we raise additional funds by issuing equity securities, our shareholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected, and we may be unable to continue our operations. Failure to secure additional financing on favorable terms could have severe adverse consequences to us.
| 6 |
Our revenue declined significantly in 2025, and our future revenue may remain volatile.
Revenue for the year ended December 31, 2025 declined approximately 95% from the prior year. A significant portion of 2024 revenue was derived from political advertising activity that did not recur in 2025. In addition, our remaining recurring revenue base declined due to reduced customer activity and customer concentration. Political advertising revenue is cyclical and may not recur at comparable levels in future periods, and there can be no assurance that revenue from our software platforms, managed services arrangements, or strategic partnerships will offset prior declines. As a result, our operating results may continue to vary significantly from period to period.
We may be required to record impairment charges related to capitalized software development costs.
As of December 31, 2025, we carried approximately $2.5 million of capitalized software development costs. Because our current revenue is limited and future cash flows depend on successful commercialization and adoption of our platforms, changes in expected revenue growth, customer demand, implementation timing, or strategic priorities may indicate that the carrying value of these assets is not recoverable. If projected future cash flows do not support the carrying value of these assets, we may be required to record material impairment charges, which could adversely affect our results of operations and financial condition.
We are dependent on key strategic partnerships, including our relationship with Context Networks.
Our growth strategy is dependent, in part, on our strategic partnership with Context Networks and related distribution partners. If these relationships are terminated, delayed, or fail to scale as expected, our ability to generate revenue from emerging advertising channels could be materially adversely affected.
Our expansion into casino and gaming-based advertising environments involves significant execution risk.
We are pursuing growth opportunities in casino and gaming-based advertising environments, which represent an emerging market. There can be no assurance that advertisers will adopt this channel at scale, that casino operators will continue to support deployment, or that revenue will develop as anticipated. Failure of this market to mature could materially adversely affect our business.
Our artificial intelligence capabilities may not perform as expected.
Our platforms incorporate artificial intelligence and machine learning technologies. These technologies may not perform as expected, may produce inaccurate or suboptimal results, and require ongoing development. If our AI capabilities do not deliver measurable improvements, our competitive position and customer relationships may be adversely affected.
Forecasts of our revenue are difficult.
When purchasing our products and services, our clients and prospects are often faced with a significant commitment of capital, the need to integrate new software and/or hardware platforms and other changes in company-wide operational procedures, all of which result in cautious deliberation and evaluation by prospective clients, longer sales cycles, and delays in completing transactions. Additional delays result from the significant up-front expenses and substantial time, effort, and other resources necessary for our clients to implement our solutions. For example, depending on the size of a prospective client’s business and its needs, a sales cycle can range from two weeks to 12 months. Because of these longer sales cycles, revenues and operating results may vary significantly from period to period. As a result, it is often difficult to accurately forecast our revenues for any fiscal period as it is not always possible for us to predict the fiscal period in which sales will actually be completed. This difficulty in predicting revenue, combined with the revenue fluctuations we may experience from period to period, can adversely affect and cause substantial fluctuations in our stock price.
The reliability of our product solutions is dependent on data from third parties and the integrity and quality of that data.
Much of the data that we use is licensed from third-party data suppliers, and we are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if our data suppliers were to withhold their data from us. For example, data suppliers could withhold their data from us if there is a competitive reason to do so; if we breach our contract with a supplier; if they are acquired by one of our competitors; if legislation is passed restricting the use or dissemination of the data they provide; or if judicial interpretations are issued restricting use of such data. Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality standards. If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we sever ties with our data suppliers based on their inability to meet our data standards, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenues.
| 7 |
The reliability of our solutions depends upon the integrity and quality of the data in our database. A failure in the integrity or a reduction in the quality of our data could cause a loss of customer confidence in our solutions, resulting in harm to our brand, loss of revenue and exposure to legal claims. We may experience an increase in risks to the integrity of our database and quality of our data as we move toward real-time, non-identifiable, consumer-powered data through our products. We must continue to invest in our database to improve and maintain the quality, timeliness, and coverage of the data if we are to maintain our competitive position. Failure to do so could result in a material adverse effect on our business, growth, and revenue prospects.
Our business practices with respect to data and consumer protection could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy, data protection and consumer protection.
Federal, state, and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect. We strive to comply with all applicable laws, regulations, self-regulatory requirements, and legal obligations relating to privacy, data protection and consumer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot assure you that our practices have complied, comply, or will comply fully with all such laws, regulations, requirements, and obligations. Any failure, or perceived failure, by us to comply with federal, state, or international laws or regulations, including laws and regulations regulating privacy, data security, marketing communications or consumer protection, or other policies, self-regulatory requirements or legal obligations could result in harm to our reputation, a loss in business, and proceedings or actions against us by governmental entities, consumers, retailers, or others. We may also be contractually liable to indemnify and hold harmless performance marketing networks or other third parties from the costs or consequences of noncompliance with any laws, regulations, self-regulatory requirements, or other legal obligations relating to privacy, data protection and consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any such proceeding or action, and any related indemnification obligation, could hurt our reputation, force us to incur significant expenses in defense of these proceedings, distract our management, increase our costs of doing business and cause consumers and retailers to decrease their use of our marketplace, and may result in the imposition of monetary liability. Furthermore, the costs of compliance with, and other burdens imposed by, the data and privacy laws, regulations, standards, and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our products.
A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation, and results of operations. Our business requires the storage, transmission, and utilization of data. Although we have security and associated procedures, our databases may be subject to unauthorized access by third parties. Such third parties could attempt to gain entry to our systems for the purpose of stealing data or disrupting the systems. We believe we have taken appropriate measures to protect our systems from intrusion, but we cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information we possess. Furthermore, we face increasing cyber security risks as we receive and collect data from new sources, and as we and our customers continue to develop and operate in cloud-based information technology environments. In the event that our protection efforts are unsuccessful, and we experience an unauthorized disclosure of confidential information or the security of such information or our systems are compromised, we could suffer substantial harm. Any breach could result in one or more third parties obtaining unauthorized access to our customers’ data or our data, including personally identifiable information, intellectual property and other confidential business information. Such a security breach could result in operational disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues. Also, whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future and deterring data suppliers from supplying us data. Further, we could be forced to expend significant resources in response to a security breach, including repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims, all of which could divert the attention of our management and key personnel away from our business operations. In any event, a significant security breach could materially harm our business, financial condition and operating results.
Significant system disruptions, loss of data center capacity or interruption of telecommunication links could adversely affect our business and results of operations.
Our product platforms are hosted and managed on Amazon Web Service (AWS) and takes full advantage of open standards for processing, storage, security, and big data technology. Specifically, our data intelligence platform uses the following AWS services: EC2, Lambda, Kafka, Kinesis, S3, Storm, Spark, Machine Learning, RDS, Redshift, Elastic Map Reduction, CloudWatch, DataBricks, and Elastic Search Service with built-in Kibana integration. Significant system disruptions, loss of data center capacity or interruption of telecommunication links could adversely affect our business, results of operations and financial condition. Our business is heavily dependent upon highly complex data processing capability. The ability of our platform hosts and managers to protect these data centers against damage or interruption from fire, flood, tornadoes, power loss, telecommunications or equipment failure or other disasters is beyond our control and is critical to our ability to succeed.
| 8 |
We rely on information technology to operate our business and maintain competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.
We depend on the use of information technologies and systems. As our operations grow in size and scope, we will be required to continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our solutions in response to competitive services and product offerings. The emergence of alternative platforms will require new investment in technology. New developments in other areas, such as cloud computing, could also make it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner.
Our technology and associated business processes may contain undetected errors, which could limit our ability to provide our services and diminish the attractiveness of our offerings.
Our technology may contain undetected errors, defects, or bugs. As a result, our customers or end users may discover errors or defects in our technology or the systems incorporating our technology may not operate as expected. We may discover significant errors or defects in the future that we may not be able to fix. Our inability to fix any of those errors could limit our ability to provide our solution, impair the reputation of our brand and diminish the attractiveness of our product offerings to our customers. In addition, we may utilize third party technology or components in our products, and we rely on those third parties to provide support services to us. Failure of those third parties to provide necessary support services could materially adversely impact our business.
We need to protect our intellectual property, or our operating results may suffer.
Third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights. As our business is focused on data-driven results and analytics, we rely heavily on proprietary information technology. Our proprietary portfolio consists of various intellectual property including source code, trade secrets, and know-how. The extent to which such rights can be protected is substantially based on federal, state and common law rights as well as contractual restrictions. The steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. If we do not enforce our intellectual property rights vigorously and successfully, our competitive position may suffer which could harm our operating results.
We could incur substantial costs and disruption to our business as a result of any claim of infringement of another party’s intellectual property rights, which could harm our business and operating results.
From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation, which could divert the attention of our management and key personnel away from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all or could subject us to significant damages or to an injunction against development and sale of certain of our products or services.
| 9 |
We face intense and growing competition, which could result in reduced sales and reduced operating margins and limit our market share.
We compete in the data, marketing, and research business and in all other facets of our business against small, medium and large companies throughout the United States. Some examples include companies such as LiveRamp, The TradeDesk and OneTrust. If we are unable to successfully compete for new business our revenue growth and operating margins may decline. The market for our advertising and marketing technology operating system platform is competitive. We believe that our competitors’ product offerings do not provide the end-to-end solutions our product solutions do, and their minimum fees are substantially higher than ours for a comparative suite of solutions. However, barriers to entry in our markets are relatively low. With the introduction of new technologies and market entrants, we expect competition to intensify in the future. Some of these competitors may be in a better position to develop new products and strategies that more quickly and effectively respond to changes in customer requirements in our markets. The introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. Our failure to meet a client’s expectations in any type of contract may result in an unprofitable engagement, which could adversely affect our operating results and result in future rejection of our products and services by current and prospective clients. Some of our principal competitors offer their products at a lower price, which may result in pricing pressures. These pricing pressures and increased competition generally could result in reduced sales, reduced margins or the failure of our product and service offerings to achieve or maintain more widespread market acceptance. Many of our competitors are substantially larger than we are and have significantly greater financial, technical, and marketing resources, and have established direct and indirect channels of distribution. As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can.
We can provide no assurance that our business will be able to maintain a competitive technology advantage in the future.
Our ability to generate revenues is substantially based upon our proprietary intellectual property that we own and protect through trade secrets and agreements with our employees to maintain ownership of any improvements to our intellectual property. Our ability to generate revenues now and in the future is based upon maintaining a competitive technology advantage over our competition. We can provide no assurances that we will be able to maintain a competitive technology advantage in the future over our competitors, many of whom have significantly more experience, more extensive infrastructure and are better capitalized than us.
No assurances can be given that we will be able to keep up with a rapidly changing business information market.
Consumer needs and the business information industry as a whole are in a constant state of change. Our ability to continually improve our current processes and products in response to these changes and to develop new products and services to meet those needs are essential in maintaining our competitive position and meeting the increasingly sophisticated requirements of our customers. If we fail to enhance our current products and services or fail to develop new products in light of emerging industry standards and information requirements, we could lose customers to current or future competitors, which could result in impairment of our growth prospects and revenues.
The market for programmatic advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, growth prospects and financial condition would be adversely affected.
A substantial portion of our revenue has been derived from customers that programmatically purchase and sell advertising inventory through our platform. We expect that spending on programmatic ad buying and selling will continue to be a significant source of revenue for the foreseeable future, and that our revenue growth will largely depend on increasing spend through our platform. The market for programmatic ad buying is an emerging market, and our current and potential customers may not shift quickly enough to programmatic ad buying from other buying methods, reducing our growth potential. Because our industry is relatively new, we will encounter risks and difficulties frequently encountered by early-stage companies in similarly rapidly evolving industries, including the need to:
| · | Maintain our reputation and build trust with advertisers and digital media property owners; | |
| · | Offer competitive pricing to publishers, advertisers, and digital media agencies; | |
| · | Maintain quality and expand quantity of our advertising inventory; |
| 10 |
| · | Continue to develop, launch, and upgrade the technologies that enable us to provide our solutions; | |
| · | Respond to evolving government regulations relating to the internet, telecommunications, mobile, privacy, marketing, and advertising aspects of our business; | |
| · | Identify, attract, retain, and motivate qualified personnel; and | |
| · | Cost-effectively manage our operations, including our international operations. |
If the market for programmatic ad buying deteriorates or develops more slowly than we expect, it could reduce demand for our platform, and our business, growth prospects and financial condition would be adversely affected.
Our failure to maintain and grow the customer base on our platform may negatively impact our revenue and business.
To sustain or increase our revenue, we must regularly add both new advertiser customers and publishers, while simultaneously keeping existing customers to maintain or increase the amount of advertising inventory purchased through our platform and adopt new features and functionalities that we add to our platform. If our competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with ours, our ability to sell access to our platform to new or existing customers could be impaired. Our agreements with our customers allow them to change the amount of spending on our platform or terminate our services with limited notice. Our customers typically have relationships with different providers and there is limited cost to moving budgets to our competitors. As a result, we may have limited visibility as to our future advertising revenue streams. We cannot assure you that our customers will continue to use our platform or that we will be able to replace, in a timely or effective manner, departing customers with new customers that generate comparable revenue. If a major customer representing a significant portion of our business decides to materially reduce its use of our platform or to cease using our platform altogether, it is possible that our revenue could be significantly reduced.
We rely substantially on a limited number of customers for a significant percentage of our sales.
For the years ended December 31, 2025, and 2024, total sales of our products to two customers represented approximately 64% and 58% of our revenues, respectively. Our contracts with our customers generally do not obligate them to a specified term and they can generally terminate their relationship with us at any time with a minimal amount of notice. If we lose any of our customers, or any of them decide to scale back on purchases of our products, it will have a material adverse effect on our financial condition and prospects. Therefore, we must engage in continual sales efforts to maintain revenue, sustain our customer relationships, and expand our client base or our operating results will suffer. If a significant client fails to renew a contract or renews the contract on terms less favorable to us than before, our business could be negatively impacted if additional business is not obtained to replace or supplement that which was lost. We may require additional financial resources to expand our internal and external sales capabilities, although we plan to use a portion of the net proceeds of this offering for this purpose. We cannot assure that we will be able to sustain our customer relationships and expand our client base. The loss of any of our current customers or our inability to expand our customer base will have a material adverse effect on our business plans and prospects.
If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers and publishers and our revenue and results of operations may decline.
Our industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction by our competitors of new and enhanced offerings. We must constantly make investment decisions regarding our offerings and technology to meet customer demand and evolving industry standards. We may make wrong decisions regarding these investments. If new or existing competitors have more attractive offerings or functionalities, we may lose customers or customers may decrease their use of our platform. New customer demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or business model. If we fail to adapt to our rapidly changing industry or to evolving customer needs, demand for our platform could decrease and our business, financial condition and operating results may be adversely affected.
| 11 |
We may not be able to integrate, maintain and enhance our advertising solutions to keep pace with technological and market developments.
The market for digital video advertising solutions is characterized by rapid technological change, evolving industry standards and frequent introductions of new products and services. To keep pace with technological developments, satisfy increasing publisher and advertiser requirements, maintain the attractiveness and competitiveness of our advertising solutions and ensure compatibility with evolving industry standards and protocols, we will need to anticipate and respond to varying product lifecycles, regularly enhance our current advertising solutions and develop and introduce new solutions and functionality on a timely basis. This requires significant investment of financial and other resources. For example, we will need to invest significant resources into expanding and developing our platforms in order to maintain a comprehensive solution. Ad exchanges and other technological developments may displace us or introduce an additional intermediate layer between us and our customers and digital media properties that could impair our relationships with those customers.
If we fail to detect advertising fraud, we could harm our reputation and hurt our ability to execute our business plan.
As we are in the business of providing services to publishers, advertisers, and agencies, we must deliver effective digital advertising campaigns. Despite our efforts to implement fraud protection techniques in our platforms, some of our advertising and agency campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by computers designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given digital advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity because we do not own content and rely in part on our digital media properties to control such activity. Industry self-regulatory bodies, the U.S. Federal Trade Commission and certain influential members of Congress have increased their scrutiny and awareness of, and have taken recent actions to address, advertising fraud and other malicious activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business.
The loss of advertisers and publishers as customers could significantly harm our business, operating results, and financial condition.
Our customer base consists primarily of advertisers and publishers. We do not have exclusive relationships with advertising agencies, companies that are advertisers, or publishers, such that we largely depend on agencies to work with us as they embark on advertising campaigns for advertisers. The loss of agencies as customers and referral sources could significantly harm our business, operating results and financial condition. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the advertisers represented by that agency.
Furthermore, advertisers and publishers may change advertising agencies. If an advertiser switches from an agency that utilizes our platform to one that does not, we will lose revenue from that advertiser. In addition, some advertising agencies have their own relationships with publishers that are different than our relationships, such that they might directly connect advertisers with such publishers. Our business may suffer to the extent that advertising agencies and inventory suppliers purchase and sell advertising inventory directly from one another or through intermediaries other than us.
Our sales efforts with advertisers and publishers require significant time and expense.
Attracting new advertisers and publishers requires substantial time and expense, and we may not be successful in establishing new relationships or in maintaining or advancing our current relationships. Our solutions, including our programmatic solutions, and our business model often requires us to spend substantial time and effort educating our own sales force and potential advertisers, advertising agencies, supply side platforms and digital media properties about our offerings, including providing demonstrations and comparisons against other available solutions. This process is costly and time-consuming. If we are not successful in targeting, supporting, and streamlining our sales processes, our ability to grow our business may be adversely affected.
| 12 |
Changes in consumer sentiment or laws, rules or regulations regarding tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect data on consumer shopping behavior.
The collection and use of electronic information about users is an important element of our data intelligence technology and solutions. However, consumers may become increasingly resistant to the collection, use and sharing of information, including information used to deliver advertising and to attribute credit to publishers in performance marketing programs, and take steps to prevent such collection, use and sharing of information. For example, consumer complaints and/or lawsuits regarding advertising or other tracking technologies in general and our practices specifically could adversely impact our business. In addition to this change in consumer preferences, if retailers or brands perceive significant negative consumer reaction to targeted advertising or the tracking of consumers’ activities, they may determine that such advertising or tracking has the potential to negatively impact their brand. In that case, advertisers may limit or stop the use of our solutions, and our operating results and financial condition would be adversely affected.
Government regulation of the Internet, e-commerce and m-commerce is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business and results of operations.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet, e-commerce, and m-commerce in a number of jurisdictions around the world. Existing and future regulations and laws could impede the growth of the Internet, e-commerce, m-commerce, or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts, electronic communications, and consumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws and regulations were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet, e-commerce or m-commerce. It is possible that general business regulations and laws, or those specifically governing the Internet, e-commerce or m-commerce may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot assure you that our practices have complied, comply, or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our costs of doing business, and cause consumers and retailers to decrease their use of our marketplace, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of noncompliance with any such laws or regulations. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and mobile applications or may even attempt to completely block access to our marketplace. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our net revenues as anticipated.
We may be required to invest significant monies upfront in capital intensive project(s) which we may be unable to recover.
Failure to recover significant, up-front capital investments required by certain client contracts could be harmful to the Company’s financial condition and operating results. Certain of our client contracts require significant investment in the early stages, which we expect to recover through billings over the life of the contract. These contracts may involve the construction of new computer systems and communications networks or the development and deployment of new technologies. Substantial performance risk exists in each contract with these characteristics, and some or all elements of service delivery under these contracts are dependent upon successful completion of the development, construction, and deployment phases. Failure to successfully meet our contractual requirements under these contracts over their life increases the possibility that we may not recover our capital investments in these contracts. Failure to recover our capital investments could be detrimental to the particular engagement as well as our operating results.
| 13 |
We are subject to payment-related risks and, if our customers do not pay or dispute their invoices, our business, financial condition, and operating results may be adversely affected.
We may be involved in disputes with agencies and their advertisers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. If we are unable to collect or make adjustments to bills to customers, we could incur write-offs for bad debt, which could have a material adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could have a materially negative effect on our business, financial condition, and operating results. Even if we are not paid by our customers on time or at all, we are still obligated to pay for the advertising inventory we have purchased for the advertising campaign, and as a consequence, our results of operations and financial condition would be adversely impacted.
If we default on our credit obligations, our operations may be interrupted, and our business and financial results could be adversely affected.
Publishers extend us credit terms for the purchase of advertising inventory. We currently have outstanding payables to existing publishers. If we are unable to pay our publishers in a timely fashion, they may elect to no longer sell us inventory to provide for sale to advertisers. Also, it may be necessary for us to incur additional indebtedness to maintain operations of the Company. If we default on our credit obligations, our lenders and debt financing holders may, among other things:
| · | require repayment of any outstanding obligations or amounts drawn on our credit facilities; | |
| · | terminate our credit; | |
| · | stop delivery of ordered equipment; | |
| · | discontinue our ability to acquire inventory that is sold to advertisers; | |
| · | require us to accrue interest at higher rates; or | |
| · | require us to pay significant damages. |
If some or all of these events were to occur, our operations may be interrupted and our ability to fund our operations or obligations, as well as our business, financial results, and financial condition, could be adversely affected.
Our failure to recruit or the loss of management and highly trained and qualified personnel could adversely affect our operations.
Our future success depends in large part on our current senior management team and our ability to attract and retain additional high-quality management and operating personnel. Our senior management team’s in-depth knowledge of and deep relationships with the participants in our industry are extremely valuable to us. Our business also requires skilled technical and marketing personnel, who are in high demand and are often subject to competing offers. Our failure to recruit and retain qualified personnel could hinder our ability to successfully develop and operate our business, which could have a material adverse effect on our financial position and operating results. The complexity of our data products, processing functionality, software systems and services require highly trained professionals to operate, maintain, improve and repair them. While we presently have a sophisticated, dedicated and experienced team of associates who have a deep understanding of our business, some of whom have been with Mobiquity for years, the labor market for these individuals has historically been, and is currently, very competitive due to the limited number of people available with the necessary technical skills and understanding, compensation strategies, general economic conditions and various other factors. As the business information and marketing industries continue to become more technologically advanced, we anticipate increased competition for qualified personnel. The loss of the services of highly trained personnel like the Company’s current team of associates, or the inability to recruit and retain additional, qualified associates, could have a material adverse effect on our business, financial position or operating results.
| 14 |
We can provide no assurance that our third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting our systems and information.
In the ordinary course of business, we receive, process, use, and store digitally large amounts of data, including confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability of our information technology systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to us and our business operations. To this end, we have implemented policies designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, and availability of these systems and the data residing in them. While we have taken measures designed to protect the security of the confidential and personal information under our control, we cannot provide absolute assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.
Our cybersecurity program is managed by our Chief Technology Officer. Most of the information generated and collected by us is stored and maintained by third-party vendors and service providers, who have demonstrated their own cybersecurity protocols which our management believes to be adequate for protecting our digital files in their possession. Our CTO is responsible for assessing and managing cybersecurity risks. Our CTO has cybersecurity expertise. The Company has implemented cybersecurity processes appropriate for its size and complexity, though such processes are continuing to evolve.
We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework. Our Board of Directors has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks. We provide our Board of Directors with periodic updates on cybersecurity and information technology matters and related risk exposures from management. Most information is stored directly to Amazon Web Services platforms, which provide market-leading data security for their centralized servers. Our company follows best practices for security, indemnity and compliance. All connections in and out of our remote services are made over secure connections, including https and Secure Shell (SSH) protocols. On occasion, limited amounts of information such as names and emails are exported from our systems solely for the purposes of accounting and filings and is not shared outside of our company and its contracted accounting consultants, which are under confidentiality agreements.
Cybersecurity threats have not materially affected our company, including its business strategy, results of operations or financial condition. Our company is not aware of any material security breach to date. Accordingly, our company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that our third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting our systems and information.
Risks Relating to Offerings and Ownership of Our Securities
Our common stock is subject to the “penny stock” rules. These penny stock rules make it difficult to resell securities classified as “penny stock.”
The Company’s common stock and warrants were delisted in December 2023 from the Nasdaq Capital Markets for failure to meet the continuing listing requirements. Since the Company’s common stock and warrants are quoted in the OTC Markets, our common stock and warrants are subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00, our common stock and warrants will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.
| 15 |
Legal remedies available to an investor in “penny stocks” may include the following:
| · | If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. | |
| · | If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. |
These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity.
The market price of our common stock is likely to remain highly volatile because of several factors, including a limited public float.
From December 2021 through December 6, 2023, our common stock traded on the Nasdaq Capital Market. Currently, our common stock and warrants trade under the symbols “MOBQ” and “MOBQW,” respectively, on the OTCQB over -the counter markets. The market price of our common stock has been volatile in the past and the market price of our common stock and our warrants may be highly volatile in the future. You may not be able to resell shares of our common stock or warrants following periods of volatility because of the market’s adverse reaction to volatility.
Other factors that could cause such volatility may include, among other things:
| · | actual or anticipated fluctuations in our operating results; | |
| · | the absence of securities analysts covering us and distributing research and recommendations about us; | |
| · | we may have a low trading volume for several reasons, including that a large portion of our stock is closely held; | |
| · | overall stock market fluctuations; | |
| · | announcements concerning our business or those of our competitors; | |
| · | actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; | |
| · | conditions or trends in the industry; | |
| · | litigation; |
| 16 |
| · | changes in market valuations of other similar companies; | |
| · | future sales of common stock; | |
| · | departure of key personnel or failure to hire key personnel; and | |
| · | general market conditions. |
Any of these factors could have a significant and adverse impact on the market price of our common stock and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or warrants, regardless of our actual operating performance.
Our future sales of common stock by management and other stockholders may have an adverse effect on the then prevailing market price of our common stock.
Sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of 1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in a fully reporting company under the Securities Exchange Act of 1934 may, sell their restricted common stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate common public information. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their common stock without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.
As of March 25, 2026, we have 25,363,869 shares of common stock outstanding. The possibility that substantial amounts of common stock and warrants may be sold in the public market may adversely affect prevailing market prices for our common stock and could impair our ability to raise capital through the sale of our equity securities or impair our shareholders’ ability to sell on the open market. Additionally, any substantial increase of our shares that are eligible to be sold into the market in the near future could cause the market price of our common shares to drop significantly, even if our business is doing well.
We do not intend to pay dividends for the foreseeable future and thus you must rely on stock appreciation for any return on your investment.
While we were required to pay dividends on our previously issued and converted Series H Preferred Stock, we do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. As a result, you must rely on stock appreciation and a liquid trading market for any return on your investment. If an active and liquid trading market does not develop, you may be unable to sell your shares of common stock at the time you would like to sell.
| 17 |
Our principal stockholders, directors and executive officers have a material level of control over us, which could delay or prevent a change in our corporate control favored by our other stockholders.
Currently, our principal stockholders, directors, and executive officers beneficially own, in the aggregate, approximately 43% of our outstanding common stock (including derivative securities convertible into common stock). The interests of our current directors and executive officers may differ from the interests of other stockholders. As a result, these current directors and officers could have the ability to exercise material influence over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:
| · | approval of certain mergers and other significant corporate transactions, including a sale of substantially all of our assets and material financing transactions; | |
| · | election of directors; | |
| · | adoption of or amendments to stock option plans; or | |
| · | amendment of charter documents. |
Our certificate of incorporation grants our board of directors the authority to issue a new series of preferred stock without further approval by our shareholders, which could adversely affect the rights of the holders of our common shares.
Our board of directors has the power to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the power to issue preferred stock without further shareholder approval, subject to applicable listing regulations. As a result, our board of directors could authorize the issuance of new series of preferred stock that would grant to holders thereof certain rights in preference to the rights of our common stockholders to:
| · | our assets upon liquidation; | |
| · | receive dividend payments ahead of holders of common shares; | |
| · | the redemption of the shares, together with a premium, prior to the redemption of our common shares; | |
| · | vote to approve matters as a separate class or have more votes per share relative to shares of common stock. |
In addition, our board of directors could authorize the issuance of new series of preferred stock that is convertible into our common shares or may also authorize the sale of additional shares of authorized common stock, which could decrease the relative voting power of our common shares or result in dilution to our existing shareholders.
As a public company, we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance.
As a public company, we are subject to numerous legal and accounting requirements, that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our management team is relatively inexperienced in complying with these requirements, and our management resources are limited, which may lead to errors in our accounting and financial statements, and which may impair our operations. This inexperience and lack of resources may also increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, resulting in loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.
| 18 |
General Risk Factors
Certain provisions of our certificate of incorporation, bylaws and New York law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ interest.
Our restated certificate of incorporation, as amended, and by-laws and New York law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. In addition, provisions of our restated certificate of incorporation, as amended, by-laws and New York law impose various procedural and other requirements, which could make it more difficult for shareholders to affect certain corporate actions. These provisions include, among others:
| · | the inability of our shareholders to call a special meeting; | |
| · | rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings; | |
| · | the right of our Board to issue preferred stock without shareholder approval; and | |
| · | the ability of our directors, and not shareholders, to fill vacancies on our Board. |
We believe these provisions may help protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board, they would apply even if the offer may be considered beneficial by some shareholders. These provisions may also frustrate or prevent any attempts by our shareholders to replace or remove our current management team by making it more difficult for shareholders to replace members of our Board, which is responsible for appointing the members of our management.
Our bylaws provide for limitations of director liability and indemnification of directors and officers and employees.
Our bylaws ensure that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these provisions are necessary to attract and retain qualified people as directors and officers.
Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director; provided that this provision may not eliminate the liability of a director (i) for acts or omissions in bad faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation. The limitation of liability in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
| 19 |
The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.
FINRA has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.
Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.
We may need to raise capital in the future to fund the development of our business. Any equity financing may have significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available to us.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
In the ordinary course of
business, we receive, process, use, and store digitally large amounts of data, including confidential, sensitive, proprietary, and personal
information.
| 20 |
Item 2. Properties
The Company is presently utilizing the office space of its Chief Financial Officer as its principal executive office located at 35 Torrington Lane, Shoreham, NY 11786. All employees of the Company are working remotely.
Item 3. Legal Proceedings
We are not a party to any pending material legal proceedings. However, the following legal matter became final in the third quarter of 2025;
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. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into nine years ago in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 Million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. In the third quarter of 2025, the Company was notified that Mr. Trepeta’s appeal was denied.
Item 4. Mine Safety Disclosures
Not applicable.
| 21 |
PART II
Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Common Stock
In the past, our Common Stock traded on the OTCQB under the symbol “MOBQ” on a limited basis. From December 8, 2021 through December 6, 2023, our Common Stock traded on the NasdaqCM under the same symbol. On December 6, 2023, our Common Stock was delisted from trading due to the Company’s failure to meet the continued listing requirements of NasdaqCM. Subsequently, our Common Stock has continued to trade in the OTC Markets and on November 29, 2024, we commenced trading again on the OTCQB under the same symbol. The following table sets forth the range of high and low closing sales prices of our Common Stock for the last two fiscal years.
| Quarters Ended | High | Low | ||||||
| March 31, 2025 | $ | 3.93 | $ | 2.00 | ||||
| June 30, 2025 | $ | 2.33 | $ | 1.41 | ||||
| September 30, 2025 | $ | 1.74 | $ | 1.16 | ||||
| December 31, 2025 | $ | 1.80 | $ | 1.10 | ||||
| March 31, 2024 | $ | 1.25 | $ | 0.31 | ||||
| June 30, 2024 | $ | 2.00 | $ | 0.65 | ||||
| September 30, 2024 | $ | 3.25 | $ | 1.68 | ||||
| December 31, 2024 | $ | 4.45 | $ | 2.39 | ||||
The closing sales price on April 2, 2026, was $0.81 per share. All quotations provided herein reflect inter-dealer prices, without retail mark-up, markdown, or commissions.
In the event a public market for our common stock is sustained in the future, sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of 1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in a fully reporting company under the Securities Exchange Act of 1934 may, sell their restricted Common Stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate public information disclosed. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their shares without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.
2021 Warrants
Our 2021 Warrants commenced trading on the NasdaqCM on December 9, 2021, under the symbol “MOBQW.” The warrants are currently exercisable at $74.70. The closing sales price of the 2021 Warrants on March 25, 2026 was $0.00. All quotations provided herein reflect inter-dealer prices, without retail mark-up, markdown or commissions.
Holders of Record
As of March 10, 2026, there were 138 active holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. As of March 2, 2026, the Company has a list consisting of 1,528 beneficial (“NOBO”) holders who do not object to having their names provided to the Company. The transfer agent of our common stock is Continental Stock Transfer & Trust Company, New York NY.
| 22 |
DIVIDEND POLICY
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying cash dividends on our capital stock in the foreseeable future. From January 2, 2024, through August 6, 2024, the conversion date of the series H Preferred Stock, the Company was required to pay monthly cash dividends or common stock dividends to holders of our Series H Preferred Stock. It is the present intention of management to utilize all available funds and future earnings for the development of the Company’s business. Any future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.
RECENT SALES OF UNREGISTERED SECURITIES
(a) For fiscal 2024 and 2025, we had no sales or issuances of unregistered capital stock, except as described below:
| Date of Sale | Title of Security | Number Sold | Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers |
Exemption from Registration Claimed |
If Option, Warrant or Convertible Security, terms of exercise or conversion | |||||
| 2024 | Common Stock | 5,708,734 shares | Shares sold for cash of $4,026,950 | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 200,000 shares | Common stock subscribed | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 225,010 shares | Services rendered | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 7,684,730 shares | Conversion of Series H Preferred stock | Section 3 (a)(9) | Not applicable | |||||
| 2024 | Common stock | 749,000 shares |
Note conversion Conversion of Series H |
Section 3 (a)(9) | Not applicable | |||||
| 2024 | Common Stock | 158,840 shares | Preferred dividends | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 621,309 shares | Services rendered | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 3,160,071 shares | Shares sold for cash of $3,348,987 | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 127,320 shares | Stock issued for Investment | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 153,644 shares | Note conversion | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 276,941 shares | Warrant conversion | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 490,968 shares | Original issue discount | Section 3 (a)(9) | Not applicable |
| 23 |
Issuance of Common Stock Shares and Warrants for Services
During the years ended December 31, 2025 and 2024, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025 and 2024, common stock shares issued under the Consulting Agreements totaled 480,000 and 25,000, respectively, and warrant shares issued totaled 150,000 and 350,000 for 2025 and 2024, respectively. The fair value of the common shares issued totaled approximately $1,219,000 and $12,000, and the fair value of the warrants issued totaled approximately $191,000 and $1,002,000 for the years ended December 31, 2025 and 2024, respectively. The fair value of the common stock issued was based on the per share market price of the Company’s stock at the date of each respective agreement and ranged from $1.53 to $2.74. The fair value of the warrants was determined based on the Black-Scholes model. The exercise prices of the warrants ranged from $0.50 to $1.00 per share and are exercisable over a period ranging from three to five years. Stock-based compensation expense recognized under these Consulting Agreements for the years ended December 31, 2025 and 2024 was approximately $1,213,000 and $12,000, respectively. Unamortized compensation was approximately $197,000 at December 31, 2025, and is expected to be recognized in full during 2026. During the year ended December 31, 2025, the 100,000 warrant shares issued under Consulting Agreements in December 2024 were exercised on a cashless basis resulting in the issuance of 87,277 common shares. 380,000 warrant shares remain outstanding at December 31, 2025.
During the year ended December 31, 2024, the Company issued a total of 46,010 shares of common stock as service fees in conjunction with the Merchant Agreements described in the footnotes to the consolidated financial statements. The total value of the shares issued equaled approximately $41,000.
During July 2025, and in conjunction with a non-exclusive finder’s arrangement with a third party dated December 6, 2024, the Company issued a total of 25,807 shares of common stock and warrants to purchase a total of 13,638 shares of common stock. The common stock and warrants were issued as a placement agent fee to the third party for the completion of the Strata discussed below. The warrants are exercisable at any time at $1.10 per share through June 30, 2030. The fair value of the common stock and warrants was $40,000 and $19,938, respectively, and is included in general and administrative expenses on the accompanying consolidated statement of operations for the year ended December 31, 2025.
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
As discussed in Note 4, on December 30, 2024, a total of $250,000 in debt principal and $11,500 in OID under the 2024 Salkind Loans was converted into a total of 523,000 shares of common stock, in full settlement of obligations outstanding under the 2024 Salkind Loans.
Also on December 30, 2024, outstanding principal totaling $57,000 and OID totaling $20,000 under the Attorney Loans were converted into 154,000 shares of the Company’s common stock at a rate of $0.50 per share. In addition, outstanding principal totaling $60,000 and OID totaling $12,000 under the Attorney Loans were converted into a total of 72,000 shares of common stock at a rate of $1.00 per share.
During the year ended December 31, 2025, the Company issued a total of 506,470 shares of its common stock recorded as debt discount on several of its debt issuances. Total fair value of the shares issued was approximately $736,000 and is being amortized through interest expense over the terms of the related debt.
During the year ended December 31, 2025, the Company issued a total of 153,644 shares of its common stock, at a total value of $220,000, resulting from conversion of outstanding debt to common stock. See discussion of the Related Party – Other Loans, March 2025 Promissory Note Two and $150,000 Loan Agreement and Convertible Note in Note 4 above.
Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
| 24 |
Issuance of Common Stock for Cash
During the year ended December 31, 2024, the Company raised a total of $4,026,950 in cash from various accredited investors in conjunction with common stock subscription agreements, resulting in the issuance of a total of 5,908,734 shares of common stock at per share prices ranging from $0.30 to $1.75.
On June 30, 2025, the Company entered into a Strata Purchase Agreement (the Strata) with ClearThink Capital Partners, LLC (ClearThink). Pursuant to the Strata, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a Request Notice), and subject to the other terms and conditions set forth in the Strata, up to an aggregate of $4,000,000 of the Company’s Common Stock. The purchase price of the shares of Common Stock to be purchased under the Strata will be equal to 91% of the three lowest daily volume weighted average prices during a valuation period of eight trading days, beginning seven trading days preceding the draw down or put notice to one trading day commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the Strata will be a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 400% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the Strata, the Company agreed to issue to ClearThink 100,000 restricted shares of the Company’s Common Stock as a Commitment Fee and shares of common stock to the Placement Agent, namely, Craft Capital Management, LLC, at a total value fair of $155,000. The Strata has a maturity date of 24 months from Commencement Date as defined in the Strata. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of Common Stock.
It is possible that we may not have access to the full amount available to us under the Strata. We have also indemnified ClearThink pursuant to the Strata.
Also on June 30, 2025, the Company and ClearThink entered into a Securities Purchase Agreement (the SPA) under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance of 125,000 shares of common stock and net proceeds of $117,500, inclusive of a $7,500 broker fee. In conjunction with the SPA, and upon the second closing in July 2025, the Company also issued warrants for the issuance of a total of 13,638 shares of the Company’s common stock to the placement agent, with a total fair value of $19,938. The warrants have a 5-year term and are exercisable at $1.10 per share.
During 2025, and included in the 3,160,071 common stock shares issued for cash discussed below, the Company received net proceeds of $466,987 from future put notices issued under the Strata at prices ranging from $1.11 to $1.23 per share through the issuance of an aggregate of 400,000 shares of common stock under a Form S-1 Registration Statement which became effective in August 2025.
During the year ended December 31, 2025, the Company raised a total of $3,348,987 in cash from various accredited investors in conjunction with common stock subscription and equity agreements, resulting in the issuance of a total of 3,160,071 shares of common stock at a cash per share prices ranging from $1.00 to $1.75. One of the agreements also included the issuance of 107,143 additional shares issued to the investor as an incentive for the investor to provide potential future equity funding based on certain financial results of the Company acceptable to the investor. Cash proceeds received were recorded net of direct financing fees totaling $21,500.
Issuance of Common Stock for Warrant Exercise
In fiscal 2025, the Company issued a total of 276,941 shares of its common stock upon the cashless exercise of 300,000 warrants, as discussed above.
| 25 |
Issuance of Common Stock in Exchange for Equity Investment
In February 2025, the Company expanded its strategic alliance with Context Networks, Inc. (Context), a private company that provides a programmatic advertising platform leveraging private blockchain technology for the gaming industry. In connection with this expansion, the Company issued 127,230 shares of its restricted common stock in exchange for 274,725 shares of Context’s restricted common stock. The transaction was valued based on the Company’s closing market price of $3.93 per share on the effective date of the exchange. As a result of this transaction, each party holds a minority ownership interest in the other.
Treasury Stock
In the year ended December 31, 2024, the Company repurchased 17 shares of common stock for $6, recorded as treasury stock. There were no repurchases of the Company’s common stock for the year ended December 31, 2025.
Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
DEBT
Related Party - Salkind Loans
During 2024, the Company entered into five individual short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, as well as individuals related to Dr. Salkind, for working capital purposes (2024 Salkind Loans). Total gross borrowings under the 2024 Salkind Loans were $250,000, were issued with a total of $11,500 in Original Issue Discount (OID), and payable on demand. Interest associated with the 2024 Salkind Loans ranged from non-interest bearing to 10% per annum, and included a conversion feature whereas the lenders had the option to convert the principal and OID into shares of the Company’s common stock at a rate of $0.50 per share.
On December 30, 2024, a total of $250,000 in debt principal and $11,500 in OID under the 2024 Salkind Loans was converted into a total of 523,000 shares of common stock, in full settlement of obligations outstanding under the 2024 Salkind Loans. The Company recognized $11,500 in interest expense under the 2024 Salkind Loans related to amortization of the OID for the year ended December 31, 2024.
During 2025, the Company entered into two additional individual short-term unsecured loans with Dr. Salkind for additional working capital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $275,000 and were issued with an OID of $25,000, along with 25,000 shares of restricted common stock valued at $31,250, for a total debt discount recorded of $56,250, with maturity dates in March 2026, as amended, at which time all principal is due and payable. Total debt discount of approximately $33,000 was amortized as interest expense for the year ended December 31, 2025, based on the loans’ original maturity dates. Principal of $100,000 is convertible at any time prior to the maturity date at a conversion price of $1.00 per common share. Principal of $275,000 and unamortized debt discount of approximately $23,000 remain outstanding at December 31, 2025. Principal of $150,000 plus $25,000 in OID was repaid in January 2026.
Related Party - Other Loans
During the year ended December 31, 2024, the Company entered into several unsecured non-interest bearing loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney (Attorney Loans).
| 26 |
Gross proceeds received under the Attorney Loans totaled $300,000 for working capital purposes, and were issued with a total of $32,000 in OID, and are payable generally on demand after December 31, 2024. An additional $20,000 in principal, and $5,000 in OID, was related to a loan issued in exchange for settlement of accounts payable with the attorney. Total principal of $210,000 and OID of $33,000 is convertible into shares of restricted common stock at rates ranging from $0.50 to $1.00 per share, at the option of the debt holder.
Prior to December 31, 2024, the Company repaid $203,000 in principal and $5,000 in OID under the Attorney Loans. On December 30, 2024, outstanding principal totaling $57,000 and OID totaling $20,000 were converted into 154,000 shares of the Company’s common stock at a rate of $0.50 per share. In addition, outstanding principal totaling $60,000 and OID totaling $12,000 were converted into a total of 72,000 shares of common stock at a rate of $1.00 per share. No principal under the Attorney Loans was outstanding at December 31, 2024. The Company recognized $37,000 in interest expense under the Attorney Loans related to amortization of OID for the year ended December 31, 2024.
During the year ended December 31, 2025, the Company entered into a Loan Agreement with its corporate attorney effectively agreeing to convert $24,000 in trade payables into a demand promissory note, plus $6,000 in OID. The Loan Agreement included a conversion feature, at the sole option of the attorney, to convert the outstanding obligations into shares of the Company’s restricted common stock at a conversion price of $1.75 per share. In February 2025, the lender agreed to convert the loan principal and original issue discount into 17,143 shares of common stock, at a fair value of $30,000, in full settlement of the Loan Agreement.
Merchant Agreements
During the year ended December 31, 2024, the Company entered into five individual agreements with the same financial institution (Merchant Lender) for the purchase and sale of future receivables (the 2024 Merchant Agreements). The 2024 Merchant Agreements were issued in exchange for total gross cash funding of approximately $1,082,000, of which approximately $585,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of other outstanding obligations with the Merchant Lender, net of other fees. The Purchase Prices associated with the 2024 Merchant Agreements are to be repaid through daily payments representing a percentage of future customer payments on receivables until a total of approximately $1,481,000 is repaid, resulting in the recording of approximately $452,000 in debt discount. In connection with the issuances of the 2024 Merchant Agreements, and as additional consideration, the Company agreed to issue a total of 39,245 shares of its common stock to the Merchant Lender in an amount equal to 5% of the new principal Advance Amounts divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the effective date of the agreements, for a total fair value of approximately $37,000, which was included in the debt discount. No principal or unamortized discount remains outstanding on the 2024 Merchant Agreements at December 31, 2025. Total principal remaining outstanding on the 2024 Merchant Agreements at December 31, 2024 was approximately $542,000, and unamortized debt discount was approximately $150,000. The Company recognized approximately $150,000 and $302,000 in interest expense associated with the amortization of the debt discounts under the 2024 Merchant Agreements for the years ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, the Company entered into five individual agreements with the Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements). The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $1,132,000, of which approximately $457,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of other outstanding obligations with the Merchant Lender, net of other fees. The Purchase Prices associated with the 2025 Merchant Agreements are to be repaid through daily payments, ranging from $506 to $1,872, representing a percentage of future customer payments on receivables until a total of approximately $1,543,000 is repaid, resulting in the recording of approximately $477,000 in debt discount. In connection with the 2025 Merchant Agreements, and as additional consideration, the Company agreed to issue a total of 15,502 shares of its common stock to the Merchant Lender in an amount equal to 5% of the new principal Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the effective date of the agreements, for a total fair value of approximately $26,000, which was included in the debt discount. Total principal remaining outstanding on the 2025 Merchant Agreements at December 31, 2025 was approximately $586,000, and unamortized debt discount outstanding was approximately $163,000. The Company recognized approximately $313,000 in interest expense associated with the amortization of the debt discounts under the 2025 Merchant Agreements for the year ended December 31, 2025.
| 27 |
2024 Promissory Notes
During the year ended December 31, 2024, the Company issued four individual promissory notes with the same financial institution (Lender One) for aggregate principal of $453,650 and aggregate OID of $77,250, recorded as debt discount (2024 Lender One Promissory Notes), and is being amortized over the repayment period of the principal through interest expense. Interest is charged on the principal at rates ranging from 14% to 15% per annum, totaling approximately $66,000, and is payable, along with principal, in various periodic payment amounts and at various dates through the maturity dates of January 15, 2025 to October 15, 2025. For one of the 2024 Lender One Promissory Notes, the Company also paid $8,150 in issuance costs which was recorded as part of the total debt discount. Solely upon an event of default, and individually at the option of the holder of the 2024 Lender One Promissory Notes, all amounts outstanding under one or more of the 2024 Lender One Promissory Notes become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $51,000 and $41,000 in interest expense for the years ended December 31, 2025 and 2024, respectively, associated with the amortization of the debt discount on the 2024 Lender One Promissory Notes. No principal amounts were outstanding under the 2024 Promissory Notes at December 31, 2025, and approximately $270,000 were outstanding at December 31, 2024. No unamortized debt discount was outstanding under the 2024 Lender One Promissory Notes at December 31, 2025, and approximately $51,000 was outstanding at December 31, 2024.
2025 Promissory Notes
In March 2025, the Company issued an additional promissory note with Lender One in the principal amount of $62,060 with an OID of approximately $9,000 (2025 Lender One Promissory Note One). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the 2025 Lender One Promissory Note One. The Company recognized approximately $11,000 in interest expense for the year ended December 31, 2025, associated with the amortization of the total debt discount. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the 2025 Lender One Promissory Note One are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. Approximately $7,000 of principal and $2,000 of unamortized OID remain outstanding at December 31, 2025.
Also in March 2025, the Company issued a convertible promissory note with Lender One in the principal amount of $103,750 (2025 Lender One Promissory Note Two). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid approximately $8,000 in debt issuance costs associated with the 2025 Lender One Promissory Note Two, recorded as debt discount. The Company recognized approximately $8,000 in interest expense for the year ended December 31, 2025, associated with the amortization of the debt discount. Solely at the option of the holder, and from the period 180 days from the date of the 2025 Lender One Promissory Note Two through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the 2025 Lender One Promissory Note Two are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. During the year ended December 31, 2025, the Company negotiated two individual partial settlements of $20,000 in principal outstanding on 2025 Lender One Promissory Note Two, totaling $40,000, at per share conversions rates of $0.85 and $0.73 respectively, resulting in the conversion of said principal into a total of 50,787 shares of the Company’s common stock. In addition, the remaining principal outstanding after the conversions of $63,750 was paid early, and settled in full, resulting in an additional early payoff fee of approximately $37,000, which is presented as loss on debt extinguishment on the accompanying consolidated statement of operations.
On July 8, 2025 and July 17, 2025, the Company issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $156,000 and $258,750 (July 2025 Promissory Notes), with Maturity Dates of April 30, 2026 and July 17, 2026, respectively. Interest is charged on the principal at 10% per annum, and is payable, along with the $156,000 principal, in full at the Maturity Date of April 30, 2026. Interest under the $258,750 promissory note of $25,875 was due and payable upon execution of the promissory note, and principal is due at various dates and amounts commencing in January 2026 through July 17, 2026. The Company paid a total of $30,000 in issuance costs associated with the July 2025 Promissory Notes and OID of $33,250 associated with the $258,750 July 2025 Promissory Note, both recorded as a debt discount. Solely at the option of the Holder, all outstanding obligations under the July 2025 Promissory Notes become convertible, per terms of the agreements, into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $41,000 in interest expense associated with amortization of the debt discount for the year ended December 31, 2025. The full principal amounts of $414,750, and unamortized discount of approximately $22,000, remain outstanding at December 31, 2025.
| 28 |
On September 15, 2025, the Company issued a promissory note in the principal amount of $127,650, including an OID of $27,650 (September 2025 Promissory Note). Interest is charged on the principal at 12% upon issuance of the September 2025 Promissory Note, totaling $15,318, and is payable, along with principal, at various dates and amount commencing in March 2026 through the Maturity Date in July 2026. Solely upon an event of default, and at the option of the Holder of the September 2025 Promissory Note, all outstanding amounts become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $13,000 in interest expense for the year ended December 31, 2025, associated with amortization of the debt discount. The full principal amount of $127,650, and unamortized debt discount of approximately $15,000, remain outstanding at December 31, 2025.
During the year ended December 31, 2025, the Company entered into eight individual Subscription Agreements and Convertible Promissory Notes for a total of $1,295,000 in principal (Other Convertible Notes). The unsecured loans were issued with a total of 431,682 shares of restricted common stock as original issue discount, and fair valued at approximately $597,000. Principal on the Other Convertible Notes is automatically convertible at a conversion price of $1.00 per common share on the maturity dates ranging from March 2026 to June 2026. Approximately $111,000 of debt discount was amortized as interest expense for the year ended December 31, 2025. The full principal amount of $1,285,000, and unamortized debt discount of approximately $486,000, remain outstanding at December 31, 2025.
April 2025 Loan Agreement
On March 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025, and was issued with an OID consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share. On September 30, 2025, the $150,000 in principal on the loan was automatically converted into 85,714 shares of the Company’s common stock in full settlement of the loan, and the Company recognized $82,286 in interest expense associated with the amortization of the OID for the year ended December 31, 2025.
Other Debt
In August 2024, the Company entered a financing arrangement with their Directors and Officers (D&O) insurance provider to fund the annual $150,000 premium related to the Company’s D&O insurance policy. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed. Unpaid premium principal incurs interest at a rate of 8.14% per annum, with nine monthly payments of principal and interest of $12,928 through May 2025.
In August 2025, the insurance policy was renewed for $150,000 in annual premium. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed at an annual financing rate of 7.81%, which includes nine monthly payments of premium principal and interest of $3,693 commencing September 30, 2025, with final payment due May 31, 2026. Premium principal remaining outstanding under both the 2024 and 2025 financing arrangements was $62,500 at December 31, 2025 and 2024.
Item 6. Reserved
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Form 10-K. This section contains forward-looking statements that involve risks and uncertainties. These statements are based on current expectations and assumptions regarding future events and operating performance. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors including those described in “Risk Factors” elsewhere in this report.
| 29 |
Our Company
Mobiquity Technologies, Inc. is a next-generation advertising technology and data intelligence company focused on the programmatic advertising industry. The Company operates proprietary software platforms that enable advertisers, agencies, publishers and data owners to efficiently monetize digital advertising inventory, consumer data and audience insights.
Our technology ecosystem is built around three primary platform solutions:
| · | Advertising Technology Operating System (ATOS) | |
| · | CMOne AI Marketing Platform (formerly AdHere) | |
| · | Data Intelligence Platforms |
These platforms provide integrated capabilities including programmatic advertising execution, AI-driven campaign optimization, audience data analytics, publisher monetization tools.
Management believes that combining advertising execution technology with data intelligence solutions positions the Company to participate in multiple segments of the digital advertising value chain.
The Programmatic Advertising Industry
Programmatic advertising refers to the automated buying and selling of digital advertising inventory using software, data and algorithms rather than manual negotiations between advertisers and publishers.
Programmatic technology allows advertisers to target audiences in real time using data signals such as location, behavioral insights and contextual information. The automation of media buying has made programmatic advertising one of the fastest-growing segments of the digital marketing industry.
Industry sources estimate global programmatic advertising spending exceeded $595 billion in 2024 and is expected to surpass $800 billion by 2028, with the United States representing the largest market.
The industry continues to evolve toward increased use of artificial intelligence, privacy-compliant data usage and vertically integrated platforms capable of executing campaigns across multiple channels.
Strategic Positioning
Our strategy is to provide a de-fragmented advertising technology ecosystem that allows advertisers, publishers and data providers to transact within a single integrated environment.
Traditional digital advertising stacks often require multiple vendors including demand-side platforms, data management platforms, fraud detection tools, analytics software and reporting platforms. Our platforms are designed to consolidate these capabilities into a unified operating system.
Additionally, through partnerships and integrations with companies such as Context Networks, the Company is expanding its presence in specialized digital advertising environments, including casino gaming networks and digital out-of-home (DOOH) media within gaming establishments.
Management believes this represents a differentiated opportunity as the Company participates in advertising networks deployed across casino environments, including slot machines, gaming floors, digital signage and hospitality venues.
| 30 |
Our Mission
Our mission is to help enterprises in the programmatic industry become more efficient and effective regarding the monetization of advertising, audience segments and data compliance. We do this by offering three proprietary solutions: Our ATOS platform for brands and agencies, our data intelligence platform for audience segments and targeting, and our publisher platform for privacy compliance and publisher monetization.
Our Opportunity
By combining Context’s innovation in gaming-specific advertising with Mobiquity’s expertise in geo-targeted advertising, we’re creating a first-of-its-kind platform delivering ads to slot machines in real-time Slot machine advertising technology now live with River City Amusements; beginning of a broader rollout, introducing an omni-channel ad ecosystem within casino environments (table games, card rooms, digital signage, hospitality, etc.)
Our Solutions
The ATOS Platform
The Advertising Technology Operating System (“ATOS”) is our core programmatic advertising platform designed to automate the buying, selling, delivery, and measurement of digital advertising inventory across mobile, desktop, connected television (CTV), and other internet-connected devices.
ATOS incorporates artificial intelligence (“AI”) and machine learning (“ML”) technologies to optimize campaign performance, automate inventory management, and improve audience targeting.
Based on internal platform activity logs, ATOS processes approximately 10 billion advertising opportunities per day.
Key capabilities include:
| · | Ad serving and demand-side platform functionality | |
| · | AI-driven campaign optimization | |
| · | Audience and location targeting | |
| · | Contextual targeting and identity graph integration | |
| · | Real-time analytics and campaign reporting | |
| · | Fraud detection and inventory quality tools | |
| · | Private marketplace capabilities |
The ATOS platform consists primarily of proprietary internally developed technology supplemented by certain open-source software components.
Data Intelligence Platform - MobiExchange
Our Data Intelligence Platform, marketed as MobiExchange, provides data ingestion, normalization, and analytics capabilities designed to transform large volumes of data into actionable insights for advertisers and enterprise clients.
The platform aggregates multiple forms of data including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange enables customers to analyze audiences, develop marketing insights, and build custom data products.
MobiExchange is offered primarily as a software-as-a-service (“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.
The platform is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.
| 31 |
CMOne Publisher Platform (Formerly AdHere)
Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.
CMOne represents an enhanced version of the original AdHere platform and incorporates expanded functionality including:
| · | AI-assisted campaign optimization | |
| · | First-party data activation and audience segmentation | |
| · | Integrated privacy and consent management tools | |
| · | Direct advertising sales management | |
| · | Programmatic inventory monetization tools |
The platform addresses industry changes resulting from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data while monetizing digital inventory in a compliant manner.
Our Revenue Sources
The Company generates revenue primarily through two operating models:
Platform Licensing. Clients license one or more of our platforms on a SaaS or white-label basis and pay fees typically based on platform usage or a percentage of advertising spend.
Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.
Our customers include advertising agencies, brands, publishers, and other advertising technology companies.
Plan of Operation
Management’s strategy is focused on expanding adoption of the Company’s technology platforms while pursuing strategic partnerships that extend the reach of our advertising ecosystem.
Key areas of focus include:
| · | expansion of CMOne SaaS subscriptions | |
| · | growth of programmatic advertising volumes through ATOS | |
| · | expansion of data intelligence products through MobiExchange | |
| · | development of specialized advertising environments such as casino gaming networks | |
| · | continued integration of artificial intelligence tools across our platform ecosystem |
| 32 |
Management believes these initiatives position the Company to capture opportunities across multiple segments of the rapidly expanding programmatic advertising industry.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from such estimates.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential of overall business failure.
The Company has experienced, and in the future expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s service offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurement, for financial assets and liabilities that are measured and reported at fair value. The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.
Accounts Receivable
Accounts receivable represent customer obligations under normal trade terms and are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.
Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides an allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.
| 33 |
Impairment of Long-lived Assets
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 Impairment or Disposal of Long-Lived Assets. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the assets.
If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Revenue Recognition
The Company generates revenue primarily from internet advertising, platform licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.
The Company’s contracts generally contain a single performance obligation, or a series of substantially similar services treated as a single performance obligation. Revenue is recognized at the point in time or over time, as applicable, based on the nature of the promised services and the contractual terms.
The Company evaluates its role in arrangements with customers to determine whether it acts as a principal or an agent. In making this assessment, the Company considers whether it obtains control of the specified goods before they are transferred to the customer, including indicators such as (i) primary responsibility for fulfillment of the promise to provide the goods, (ii) inventory risk, if applicable, before or after transfer of the goods, and (iii) discretion in establishing prices. Based on this evaluation, the Company has concluded that it generally acts as a principal in its customer arrangements because it controls the services before they are transferred to customers. As a result, revenue is recognized on a gross basis, representing the amount billed to the customer. The Company reassesses principal versus agent conclusions when facts and circumstances change.
The transaction price is generally fixed and determinable at contract inception and is stated in the customer contract. The Company considers the effects of variable consideration, including discounts and other price concessions, and includes an estimate of such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved, if applicable.
The Company typically invoices customers at or shortly after the time control of the products transfers to the customer. Payment terms are customary for the industry and generally range from 30 to 90 days. As a result, contracts with customers do not typically include a significant financing component. Contract assets are not significant, as the Company’s right to consideration is generally unconditional at the time of invoicing. Contract liabilities (deferred revenue) primarily relate to advance payments from customers and are recognized as revenue when the related performance obligations are satisfied.
Contract liabilities consist primarily of customer deposits or advance billings and are recognized as revenue when the related performance obligations are satisfied.
All revenues recognized for the years ended December 31, 2025 and 2024 were derived from internet advertising and related platform services.
| 34 |
Stock-Based Compensation
The Company accounts for our stock-based compensation under ASC 718 Compensation – Stock Compensation using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which is generally the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the Black-Scholes model for measuring the fair value of options and other equity instruments granted to both employees and non-employees.
When determining fair value of stock-based compensation, the Company considers the following assumptions incorporated into the Black-Scholes model:
| · | Exercise price, | |
| · | Expected dividends, | |
| · | Expected volatility, | |
| · | Risk-free interest rate; and | |
| · | Expected life of option |
Results of Operations
Year Ended December 31, 2025, Compared to Year Ended December 31, 2024
The following table sets forth certain selected statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.
| Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenues | $ | 112,316 | $ | 2,085,471 | ||||
| Cost of revenues | 88,305 | 1,123,849 | ||||||
| Gross profit | 24,011 | 961,622 | ||||||
| Total operating expenses | 9,520,914 | 9,172,687 | ||||||
| Loss from operations | $ | (9,496,903 | ) | $ | (8,211,065 | ) | ||
We generated revenues of $112,316 in fiscal 2025 compared to $2,085,471 for fiscal 2024, a decrease of $1,973,155. The decrease can be directly attributed to the political revenue decrease from 2024. The Company has developed several new features which we believe will help grow revenue in 2026 and beyond.
Revenue for the year ended December 31, 2025 was influenced by several factors, including customer concentration, the timing of campaign launches and renewals, adoption of the Company’s newer platforms, including CMOne, and the timing of deployments associated with the Company’s partnership with Context Networks.
| 35 |
Management expects that future revenue growth, if any, will be increasingly influenced by the expansion of the Company’s casino and gaming advertising network, increased adoption of AI-enabled capabilities within CMOne, and growth in programmatic advertising spend processed through ATOS. However, the timing and extent of such growth remain uncertain. Management expects that future revenue growth will depend on the Company’s ability to increase adoption of its software platforms, expand recurring SaaS and managed services revenue, and convert strategic deployments and partnerships into revenue-producing activity. However, there can be no assurance that these initiatives will generate revenue on the timing or scale expected by management, or that they will offset the decline from non-recurring political advertising revenue.
Cost of revenues was $88,305 or 79% of revenues in fiscal 205 as compared to $1,123,849 or 54% of revenues in fiscal 2024. Costs of revenues include audience building, targeting features and web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of revenues.
Gross profit was $24,011 or 21% of revenues for fiscal 2025 as compared to $961,622 in the same period of 2024 or 46% of revenues.
Operating expenses were $9,520,914 for fiscal 2025 compared to $9,172,687 in the prior year, an increase of $348,227. The increase in operating costs was primarily related to an increase in professional fees of approximately $2,140,000, offset by decreases in non-cash stock-based compensation of approximately $2,176,000, commissions of approximately $138,000, computer and internet of $412,000, and license fees of $83,000.
Furthermore, during the year ended December 31, 2025, operating expenses increased as the Company continued to invest in platform development, including AI and machine learning capabilities, supported integration and deployment efforts related to its strategic partnerships, and expanded business development activities.
The Company expects operating expenses to remain elevated in the near term as it continues to invest in its growth strategy. The Company’s ability to achieve operating leverage is dependent upon its ability to increase revenues, which is subject to significant uncertainty.
The loss from operations for fiscal 2025 was $9,496,903 as compared to $8,211,065 for fiscal 2024. Our loss from operations increased by approximately $1,286,000, driven in part by the approximately $348,000 increase in operating expenses discussed above, along with the decrease in revenue of approximately $2,000,000. The continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business, and the Company expects to incur operating losses in the near term as it executes its growth strategy.
Liquidity and Capital Resources
We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year ended December 31, 2025.
We had cash of $642,515 at December 31, 2025. Cash used in operating activities for the year ended December 31, 2025, was $5,353,379. This resulted from a net loss of $10,434,289, partially offset by non-cash expenses, including depreciation of property and equipment, and amortization of intangible assets, of $722,632, stock-based compensation of $1,917,230, warrants and stock issued for services of $2,232,980, and amortization of debt discount of $819,582, loss on disposal of assets of $1,670, a net increase in accounts receivables, prepaid assets and other assets of $660,478, and a net increase in accounts payable and accrued expenses of $30,258. For the year ended December 31, 2025, cash used in investing activities was $1,987 related to the purchase of property and equipment. Cash provided by financing activities of $4,837,948 was the result of issuance of common stock for cash of $3,348,987, proceeds from the issuance of debt, net of issuance costs, of $2,293,504, offset by repayments of long-term debt totaling $804,543.
| 36 |
We had cash of $1,159,933 at December 31, 2024. Cash used in operating activities for the year ended December 31, 2024, was $2,406,881. This resulted from a net loss of $8,593,182, partially offset by non-cash expenses, including depreciation of property and equipment, and amortization of intangible assets, of $391,931, stock-based compensation of $4,093,346, and warrants and stock issued for services of $541,270, and amortization of debt discount of $439,704, a net decrease in accounts receivables, prepaid assets and other assets of $113,575, a net increase in accounts payable and accrued expenses, including contract liabilities, of $673,576. For the year ended December 31, 2024, cash used in investing activities was $1,444,396 related to the software development costs. Cash provided by financing activities of $4,482,938 was the result of issuance of common stock for cash of $4,026,950, proceeds from the issuance of debt, net of issuance costs, of $1,446,015, offset by repayments of notes payable totaling $990,021.
Management is pursuing several initiatives intended to address liquidity needs, including:
| (i) | utilizing existing equity line of credit and other financing arrangements, to the extent available; | |
| (ii) | pursuing additional capital raises through the issuance of common stock, preferred stock, convertible securities, or other financing alternatives; | |
| (iii) | seeking to increase recurring revenue through commercialization of the Company’s platform offerings and strategic partnerships; and | |
| (iv) | continuing to manage operating expenses, including the use of contractors and variable cost structures, while preserving core operational capabilities. |
There can be no assurance that these plans will be successful or that additional financing will be available on acceptable terms, or at all.
Our company commenced operations in 1998 and was initially funded by our three founders, each of whom has made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2026 and beyond until cash flow from our proximity marketing operations becomes substantial.
Debt and Equity Transactions
For a description of debt and equity transactions for fiscal years ended December 31, 2025, and 2024, reference is made to the Notes to the Consolidated Financial Statements described elsewhere herein.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
Item 7A. Qualitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short-term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.
Item 8. Financial Statements
Financial Statements and Supplementary Data
| 37 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Mobiquity Technologies, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Mobiquity Technologies, Inc. (the Company) as of December 31, 2025 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for each of the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, at December 31, 2025, the Company had a working capital deficit of $3,122,131, an accumulated deficit of $236,067,810 and a net loss of $10,434,289 for the year then ended. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-1 |
Goodwill and long-lived asset impairment assessment
As discussed in Note 2 to the consolidated financial statements, the Company’s consolidated goodwill and capitalized internally developed software costs asset, net, balance was approximately $1.4 million and $2.5 million at December 31, 2025, respectively. Goodwill is tested for impairment by management at least annually at the reporting unit level. The determination of fair value of a reporting unit for the goodwill impairment test requires management to make significant estimates and assumptions related to forecasts of future revenues and assumptions used in a market approach valuation method such as comparable valuation multiples. Capitalized internally developed software costs are assessed using the guidance for long lived assets using a qualitative approach to assess if any conditions exist for impairment, which was noted by management as none. As disclosed by management, changes in these assumptions could have a significant impact on either the fair value of the reporting unit or intangible assets and the resulting impairment charges.
We identified the goodwill and long-lived asset (specifically capitalized internally developed software costs impairment assessment) as a critical audit matter. Auditing management’s judgments regarding the assumptions discussed above involved a high degree of subjectivity.
The primary procedures we performed to address this critical audit matter included (a) evaluated the reasonableness of management’s revenue forecasts by obtaining supporting agreements and confirmations of the expected revenues, (b) evaluated the reasonableness of the comparable valuation multiples assumptions used in the market approach valuation method, (c) evaluated whether the valuation method used by management was appropriate and (e) recomputed the valuation amounts and impairment computations, as applicable. (f) evaluated the qualitative assessment and facts noted with corroboration to information obtained during the audit. We agreed with management’s assessment for the year ended December 31, 2025, which concluded no impairment had occurred for either goodwill or capitalized internally developed software costs.
/s/
We have served as the Company’s auditor since 2025
April 8, 2026
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Mobiquity Technologies, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Mobiquity Technologies, Inc. (the Company) as of December 31, 2024 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph- Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, at December 31, 2024, the Company had a working capital deficit of $1,257,393, an accumulated deficit of $225,633,521 and a net loss of $8,593,182 for the year then ended. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters are matters arising from the current period audit of the financial statements that are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-3 |
Determination of capitalized internally developed software costs asset
As discussed in Notes 2 and 3 to the consolidated financial statements, the Company capitalizes certain internal-use software costs related to new products as well as existing products when those costs will result in significant additional functionality. The Company’s capitalized internally developed software costs asset, net of accumulated amortization, was $3.2 million as of December 31, 2024. The Company capitalized $1.4 million of internal-use software costs during the year ended December 31, 2024.
We identified the determination of capitalized internally developed software costs as a critical audit matter because of the degree of subjectivity involved in assessing which projects and costs met the capitalization criteria.
The primary procedures we performed to address this critical audit matter included the following. We reviewed the Company’s process to capitalize internal-use software development costs, including the determination of which software development projects met the capitalization criteria. We evaluated the Company’s current year software project capitalization conclusions and discussed the objective and status of the software projects with IT department management to assess those conclusions. We also assessed the reliability of the Company’s conclusions through confirmations and interviews with a sample of individual internal and external software developers regarding the nature of their development activities. We agreed with management’s assessment for the year ended December 31, 2024 which concluded capitalization was appropriate.
Goodwill and long-lived asset impairment assessment
As discussed in Note 2 to the consolidated financial statements, the Company’s consolidated goodwill and capitalized internally developed software costs asset, net, balance was approximately $1.4 million and $3.2 million at December 31, 2024, respectively. Goodwill is tested for impairment by management at least annually at the reporting unit level. The determination of fair value of a reporting unit for the goodwill impairment test requires management to make significant estimates and assumptions related to forecasts of future revenues and assumptions used in a market approach valuation method such as comparable valuation multiples. Capitalized internally developed software costs are assessed using the guidance for long lived assets using a qualitative approach to assess if any conditions exist for impairment, which was noted by management as none. As disclosed by management, changes in these assumptions could have a significant impact on either the fair value of the reporting unit or intangible assets and the resulting the impairment charges.
We identified the goodwill and long lived asset (specifically capitalized internally developed software costs impairment assessment as a critical audit matter. Auditing management’s judgments regarding the assumptions discussed above involved a high degree of subjectivity.
The primary procedures we performed to address this critical audit matter included (a) evaluated the reasonableness of management’s revenue forecasts by obtaining supporting agreements and confirmations of the expected revenues, (b) evaluated the reasonableness of the comparable valuation multiples assumptions used in the market approach valuation method, (c) evaluated whether the valuation method used by management was appropriate and (e) recomputed the valuation amounts and impairment computations, as applicable. (f) evaluated the qualitative assessment and facts noted with corroboration to information obtained during the audit. We agreed with management’s assessment for the year ended December 31, 2024 which concluded no impairment had occurred for either goodwill or capitalized internally developed software costs.
We have served as the Company’s auditor since 2023
April 7, 2025
PCAOB ID
| F-4 |
Mobiquity Technologies, Inc.
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Capitalized software development costs, net | ||||||||
| Investment | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest - related party | ||||||||
| Contract liabilities | ||||||||
| Debt, net | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders' Equity | ||||||||
| AAA preferred stock; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred stock Series E; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred stock Series H; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Common stock; $ par value, shares authorized, and shares issued, and shares outstanding | ||||||||
| Treasury stock, at cost, $ par value shares outstanding | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
Mobiquity Technologies, Inc.
Consolidated Statements of Operations
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on debt extinguishment | ( | ) | ||||||
| Loss on disposal of fixed assets | ( | ) | ||||||
| Interest income | ||||||||
| Total other expense - net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-6 |
Mobiquity Technologies, Inc.
Consolidated Statements of Stockholders' Equity
For the Years Ended December 31, 2025 and 2024
| Series E Preferred Stock | Series H Preferred Stock | Series AAA Preferred Stock | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, at December 31, 2023 | $ | $ | $ | |||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Stock based compensation | – | – | – | |||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||
| Accrued Series H Preferred Stock cash dividends | – | – | – | |||||||||||||||||||||
| Warrants issued for services | – | – | – | |||||||||||||||||||||
| Series H Preferred stock converted to common shares | – | ( | ) | ( | ) | – | ||||||||||||||||||
| Series H Preferred stock dividends converted to common stock | – | – | – | |||||||||||||||||||||
| Repurchase of common stock held in Treasury | – | – | – | |||||||||||||||||||||
| Net Loss | – | – | – | |||||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||
| Common stock and warrants issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Common stock issued for original debt discount | – | – | – | |||||||||||||||||||||
| Stock based compensation | – | – | – | |||||||||||||||||||||
| Common stock exchanged for investment | – | – | – | |||||||||||||||||||||
| Common stock issued for conversion of note | – | – | – | |||||||||||||||||||||
| Common stock issued for future equity sale | – | – | – | |||||||||||||||||||||
| Common stock issued under cashless warrant exercise | – | – | – | |||||||||||||||||||||
| Net Loss | – | – | – | |||||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||
| Common Stock | Additional Paid-in | Treasury Shares | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||
| Balance, at December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||
| Note payable conversion to common stock | – | |||||||||||||||||||||||||||
| Accrued Series H Preferred Stock cash dividends | – | ( | ) | – | ( | ) | ||||||||||||||||||||||
| Warrants issued for services | – | – | ||||||||||||||||||||||||||
| Series H Preferred stock converted to common shares | ( | ) | – | |||||||||||||||||||||||||
| Series H Preferred stock dividends converted to common stock | – | |||||||||||||||||||||||||||
| Repurchase of common stock held in Treasury | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Net Loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock and warrants issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Common stock issued for original debt discount | – | |||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||
| Common stock exchanged for investment | – | |||||||||||||||||||||||||||
| Common stock issued for conversion of note | – | |||||||||||||||||||||||||||
| Common stock issued for future equity sale | – | |||||||||||||||||||||||||||
| Common stock issued under cashless warrant exercise | ( | ) | – | |||||||||||||||||||||||||
| Net Loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-7 |
Mobiquity Technologies, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Provision for credit losses | ||||||||
| Loss (Gain) on disposal of asset | ( | ) | ||||||
| Amortization of intangible assets | ||||||||
| Amortization of capitalized software development costs | ||||||||
| Amortization of debt discounts | ||||||||
| Common stock and warrants issued for services | ||||||||
| Stock-based compensation | ||||||||
| Income tax benefit | ||||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable and accrued expenses | ( | ) | ||||||
| Increase (decrease) in contract liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Increase in software development costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Issuance of common stock for cash | ||||||||
| Issuance of long-term debt, net of discounts and issuance costs | ||||||||
| Repayments on long-term debt | ( | ) | ( | ) | ||||
| Repurchase of treasury stock | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash - beginning of year | ||||||||
| Cash - end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Accrual of Series H Preferred stock dividends | $ | $ | ||||||
| Conversion of Series H preferred stock and accrued dividends to common stock | $ | $ | ||||||
| Common stock and warrants issued in conjunction with consulting agreements | $ | $ | ||||||
| Issuance of common shares through debt conversion | $ | $ | ||||||
| Common stock exchanged for investment | $ | $ | ||||||
| Note payable issued as settlement for accounts payable | $ | $ | ||||||
| Common stock issued for original issue debt discount | $ | $ | ||||||
| Common stock issued for future equity sale | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-8 |
MOBIQUITY TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2025, AND 2024
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our,” or the “Company”) is an advertising technology and data intelligence company that develops and operates proprietary software platforms designed to enable advertisers, publishers, and enterprise clients to manage and analyze digital advertising campaigns and consumer data across multiple digital media channels.
The Company’s technology platform combines artificial intelligence (“AI”), machine learning (“ML”), and data analytics to support automated advertising delivery, campaign management, audience targeting, and performance measurement. These technologies allow clients to analyze consumer engagement and behavioral patterns to improve marketing performance and business decision-making.
Mobiquity generates revenue through a combination of advertising services, software platform subscriptions, data licensing, and analytics services. The Company’s technology is designed to support advertising campaigns across mobile, digital media, and digital out-of-home (“DOOH”) environments.
The Company’s advertising technology infrastructure is built around its Advertising Technology Operating System (“ATOS”), which supports the creation, management, and optimization of digital advertising campaigns. ATOS incorporates AI and ML technologies to automate campaign workflows including media placement, audience targeting, and campaign optimization.
The Company has expanded its software capabilities through the development of CMOne, an enhanced version of its prior AdHere platform. CMOne is an AI-enabled marketing and analytics platform that allows users to create marketing content, manage digital campaigns, analyze audience engagement, and automate marketing workflows through a unified software interface. CMOne is designed to support subscription-based and recurring revenue models across multiple industry verticals.
Mobiquity also provides data intelligence and analytics services that analyze anonymized data to generate insights regarding consumer patterns and real-world behavioral trends. These analytics support applications such as audience targeting, attribution analysis, marketing measurement, and related research services.
Mobiquity Technologies, Inc. was incorporated in the State of New York and has the following subsidiaries:
| Schedule of subsidiaries | ||
| Company Name | State of Incorporation | |
Mobiquity Networks, Inc.
Mobiquity Networks, Inc. is a wholly owned subsidiary of Mobiquity Technologies, Inc. and commenced operations in January 2011. The subsidiary initially operated as a mobile advertising technology business focused on driving consumer engagement and foot traffic through location-based media networks. The business has evolved to focus on the Company’s data intelligence and analytics platform.
Advangelists, LLC
Advangelists LLC is a wholly owned subsidiary of Mobiquity Technologies, Inc., acquired through a merger transaction in December 2018. Advangelists operates the Company’s advertising technology platform business, including the ATOS infrastructure and the CMOne marketing platform.
| F-9 |
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The Company’s Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. In accordance with FASB ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has concluded there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company had:
| · | Net loss of $ |
| · | Net cash used in operations was $ |
Additionally, at December 31, 2025, the Company had:
| · | Accumulated deficit of $ |
| · | Working capital deficit of $ |
We manage liquidity risk by reviewing, on an
ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $
The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.
Without sufficient revenues from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management expects that future revenue growth, if any, will be increasingly influenced by the expansion of the Company’s casino and gaming advertising network, increased adoption of AI-enabled capabilities within CMOne, and growth in programmatic advertising spend processed through ATOS. However, the timing and extent of such growth remain uncertain. Management expects that future revenue growth will depend on the Company’s ability to increase adoption of its software platforms, expand recurring SaaS and managed services revenue, and convert strategic deployments and partnerships into revenue-producing activity. However, there can be no assurance that these initiatives will generate revenue on the timing or scale expected by management, or that they will offset the decline from non-recurring political advertising revenue.
Management’s strategic plans include the following:
| · | Execution of business plan focused on technology development and improvement, |
| · | Seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. |
| · | Seeking to increase recurring revenue through commercialization of the Company’s platform offerings and strategic partnerships. |
| · | Identifying unique market opportunities that represent potential positive short-term cash flow; and |
| · | Continuing to manage operating expenses, including the use of contractors and variable cost structures, while preserving core operational capabilities. |
| F-10 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Business Segments and Concentrations
The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a reporting segment (services) and the chief operating decision maker (CODM) is the Company’s Chief Executive Officer.
Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from such estimates.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential of overall business failure.
The Company has experienced, and in the future expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s service offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurement, for financial assets and liabilities that are measured and reported at fair value. The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.
Cash and Cash Equivalents and Concentrations of Risk
For purposes of presentation in the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.
At December 31, 2025, and 2024, the Company did
| F-11 |
The Company is exposed to credit risk on its cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2025, and 2024, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Any loss incurred or a lack of access to funds could have a significant impact on the Company’s consolidated financial condition, results of operations, and cash flows.
During the years ended December 31, 2025 and 2024, sales to two customers generated approximately
Accounts Receivable
The Company accounts for its accounts receivable in accordance with Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which provides guidance on how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under the standard, disclosures are required to provide users of the consolidated financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in Topic 326 were trade accounts receivable.
Accounts receivable represent customer
obligations under normal trade terms and are stated at the amount management expects to collect from outstanding customer balances.
Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on
overdue accounts receivable. The Company does not require collateral. Two and three of our customers combined accounted for
approximately
The Company had gross accounts receivable of $
Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides its allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible losses are charged to operations when that determination is made.
The allowance for credit losses for accounts receivable and the related activity, for the year ended December 31, 2025, are as follows:
| Schedule of allowance for credit losses for accounts receivable activity | ||||
| Balance, December 31, 2024 | $ | |||
| Provision for credit losses | ||||
| Balance, December 31, 2025 | $ | |||
Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.
Impairment of Long-lived Assets
Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15“Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the assets.
| F-12 |
If impairment is indicated based on a comparison
of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which
the carrying amount of the assets exceeds the fair value of the assets.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in current results of operations.
Goodwill
The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists, LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.
The Company performs its annual impairment tests
of goodwill as of December 31st of each year, or more frequently if certain indicators are present. Goodwill is required to be tested
for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which
is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information
available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results.
Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the
anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components
are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of
December 31, 2025, and 2024.
Intangible Assets
In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 years.
Capitalized Software Development Costs
In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details.
| F-13 |
Derivative Financial Instruments
The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (ASC 480), Distinguishing Liabilities from Equity and FASB ASC Topic No. 815, (ASC 815) Derivatives and Hedging.
Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of December 31, 2025, and 2024, the Company had no derivative instruments.
Debt Issuance Costs and Debt Discounts
Debt discounts, debt issuance costs paid to lenders
or third parties, and other original issue discounts on debt, are recorded as debt discounts or debt issuance costs and amortized to
interest expense in the consolidated statements of operations, over the term of the underlying debt instrument, using the effective interest
method, with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the years
ended December 31, 2025, and 2024, the Company recorded $
Revenue Recognition
The Company generates revenue primarily from internet advertising, platform licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.
The Company’s contracts generally contain a single performance obligation, or a series of substantially similar services treated as a single performance obligation. Revenue is recognized at the point in time or over time, as applicable, based on the nature of the promised services and the contractual terms.
The Company evaluates its role in arrangements with customers to determine whether it acts as a principal or an agent. In making this assessment, the Company considers whether it obtains control of the specified goods before they are transferred to the customer, including indicators such as (i) primary responsibility for fulfillment of the promise to provide the goods, (ii) inventory risk, if applicable, before or after transfer of the goods, and (iii) discretion in establishing prices. Based on this evaluation, the Company has concluded that it generally acts as a principal in its customer arrangements because it controls the services before they are transferred to customers. As a result, revenue is recognized on a gross basis, representing the amount billed to the customer. The Company reassesses principal versus agent conclusions when facts and circumstances change.
| F-14 |
The transaction price is generally fixed and determinable at contract inception and is stated in the customer contract. The Company considers the effects of variable consideration, including discounts and other price concessions, and includes an estimate of such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved, if applicable.
The Company typically invoices customers at or shortly after the time control of the products transfers to the customer. Payment terms are customary for the industry and generally range from 30 to 90 days. As a result, contracts with customers do not typically include a significant financing component. Contract assets are not significant, as the Company’s right to consideration is generally unconditional at the time of invoicing. Contract liabilities (deferred revenue) primarily relate to advance payments from customers and are recognized as revenue when the related performance obligations are satisfied.
All revenues included in the consolidated statements
of operations for the years ended December 31, 2025 and 2024 were derived from internet advertising and related platform services, in
the amounts of $
Contract Liabilities
Contract liabilities represent customer deposits
received in advance of the Company satisfying its performance obligations and recognizing revenue. Upon fulfillment of the performance
obligation(s) in accordance with the terms of the contract, the related contract liability is relieved and revenue is recognized. As
of December 31, 2025 and 2024, contract liabilities totaled $
Advertising
Advertising costs are expensed as incurred. Advertising
costs are included as a component of general and administrative expenses in the consolidated statements of operations. Advertising costs
incurred during the years ended December 31, 2025 and 2024 were $
Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible debt, outstanding stock options, and outstanding warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. See Note 8 for additional information.
Stock-Based Compensation
The Company accounts for stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period for employee awards, which is usually the vesting period, and when the goods are obtained or services are received, for nonemployee awards. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
| F-15 |
The fair value of stock-based compensation is generally determined using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date).
The expected volatility is based on the annualized daily historical volatility of the Company’s stock price for a time period consistent with the expected term of each grant. Management believes that the historical volatility of the Company’s stock price best represents the future volatility of the stock price. The risk-free rate is based on the U.S. Treasury yield in effect at the time of grant for the expected term of the respective grant. The expected term is based on historical data. The Company has not historically paid cash dividends, and does not expect to pay cash dividends in the foreseeable future.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement and tax bases of assets and liabilities and for net operating loss carryforwards using enacted tax rates expected to apply when such amounts are realized or settled. A valuation allowance is recorded when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes the effect of uncertain tax positions only if those positions are more likely than not to be sustained. Interest and penalties related to uncertain tax positions are recognized in income tax expense.
Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU No. 2023-09), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company adopted the new standard for the year ended December 31, 2025 and applied this standard retrospectively to all prior periods presented. The adoption of the standard did not have a material impact on the Consolidated Financial Statement disclosures. See Note 5, Income Taxes.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU No. 2024-03). The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the consolidated statements of operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-03 on the consolidated financial statement disclosures.
In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU No. 2024-04). The ASU updates the accounting and disclosure requirements for certain convertible debt instruments and contracts in an entity’s own equity, including clarifying guidance related to classification, measurement, and related disclosures. ASU No. 2024-04 is effective for fiscal years beginning after December 15, 2026, and for interim periods within those fiscal years. The ASU allows for adoption on either a modified retrospective or full retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-04 on its consolidated financial statements.
| F-16 |
NOTE 3: INTANGIBLE ASSETS
Definite-Lived Intangible Assets
The Company’s definite-lived intangible assets consist of capitalized software development costs and a customer relationship asset acquired through the Advangelists, LLC acquisition in 2018. The intangible assets are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. These asset are also reviewed for impairment or obsolescence when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company’s customer relationship intangible asset was fully amortized at December 31, 2024.
| Schedule of intangible assets | ||||||||||
| Useful Life | December 31, 2025 | December 31, 2024 | ||||||||
| Software development costs | $ | $ | ||||||||
| Less accumulated amortization | ( |
) | ( |
) | ||||||
| Net carrying value, software development costs | $ | $ | ||||||||
During the years ended December 31, 2025, and
2024, the Company recognized $
During the years ended December 31, 2025 and 2024,
the Company had capitalized software development costs of $
Future approximate annual amortization of software development costs for products being marketed at December 31, 2025, is as follows:
| Schedule of future annual amortization | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 4 – DEBT
Related Party - Salkind Loans
During 2024, the Company entered into five individual
short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, as well as individuals related to Dr. Salkind, for
working capital purposes (2024 Salkind Loans). Total gross borrowings under the 2024 Salkind Loans were $
On December 30, 2024, a total of $
| F-17 |
During 2025, the Company entered into two
additional individual short-term unsecured loans with Dr. Salkind for additional working capital purposes (2025 Salkind Loans).
Total gross borrowings under the 2025 Salkind Loans were $
Related Party - Other Loans
During the year ended December 31, 2024, the Company entered into several unsecured non-interest bearing loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney (Attorney Loans).
Gross proceeds received under the Attorney Loans
totaled $
Prior to December 31, 2024, the Company repaid
$
During the year ended December 31, 2025, the Company
entered into a Loan Agreement with its corporate attorney effectively agreeing to convert $
Merchant Agreements
During the year ended December 31, 2024, the Company
entered into five individual agreements with the same financial institution (Merchant Lender) for the purchase and sale of future receivables
(the 2024 Merchant Agreements). The 2024 Merchant Agreements were issued in exchange for total gross cash funding of approximately $
| F-18 |
During the year ended December 31, 2025, the Company
entered into five individual agreements with the Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements).
The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $
2024 Promissory Notes
During the year ended December 31, 2024, the
Company issued four individual promissory notes with the same financial institution (Lender One) for aggregate principal of $
2025 Promissory Notes
In March 2025, the Company issued an additional
promissory note with Lender One in the principal amount of $
Also in March 2025, the Company issued a convertible
promissory note with Lender One in the principal amount of $
| F-19 |
On July 8, 2025 and July 17, 2025, the Company
issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $
On September 15, 2025, the Company issued a promissory
note in the principal amount of $
During the year ended December 31, 2025, the
Company entered into eight individual Subscription Agreements and Convertible Promissory Notes for a total of $
April 2025 Loan Agreement
On March 31, 2025, the Company entered into a
$
Other Debt
In August 2024, the Company entered a financing
arrangement with their Directors and Officers (D&O) insurance provider to fund the annual $
In August 2025, the insurance policy was renewed for $
| F-20 |
Following is a summary of debt outstanding at December 31, 2025 and 2024:
| Schedule of debt outstanding | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Merchant Agreements | $ | |||||||
| Other Debt, Promissory Notes, and Loan Agreement | ||||||||
| Related Party Debt | ||||||||
| Total Debt | ||||||||
| Less: Unamortized debt discounts | ( | ) | ( | ) | ||||
| Current portion of debt | $ | |||||||
The weighted average interest rate on short term borrowings outstanding
at December 31, 2025 and 2024 was
NOTE 5 – INCOME TAXES
The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2025 and 2024, are as follows:
| Schedule of federal, state and foreign income tax provisions | ||||||||
| 2025 | 2024 | |||||||
| Current income tax expense (benefit): | ||||||||
| Federal | $ | $ | ( | ) | ||||
| State | ||||||||
| Foreign | ||||||||
| Total current income taxes | $ | $ | ( | ) | ||||
| Deferred income tax expense (benefit): | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total deferred income taxes | ||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||
| Income tax expense (benefit) | $ | $ | ||||||
The Company recorded no current or deferred income tax benefit for the years ended December 31, 2025, primarily due to losses and a full valuation allowance on deferred tax assets.
The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. Accordingly, the enhance income tax disclosures required under the ASU are presented only for the year ended December 31, 2025. Prior period amounts have not been recast and are therefore not comparable.
The Company has federal net operating loss
carryforwards (NOL) of approximately $
| F-21 |
Enhanced Disclosures (ASU 2023-09 – 2025)
A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows. In accordance with ASU 2023-09, reconciling items greater than 5% of the statutory tax rate are presented separately. Amounts below this threshold are aggregated within “Other.” The 2025 reconciliation below is not presented on a comparable basis with prior periods due to the adoption of ASU 2023-09.
| Schedule of income tax | Year Ended December 31, | |||||||
| 2025 | ||||||||
| Federal income benefit at statutory rates | $ | ( | ) | ( | ) | |||
| State income taxes, net of income tax benefit | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Amortization of debt discount | ||||||||
| Equity-based compensation | % | |||||||
| Return to provision adjustments | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Income taxes at effective rates | $ | |||||||
Income Taxes Paid (Disaggregated) - 2025
| Amount | ||||
| U.S federal | $ | |||
| U.S state | ||||
| Foreign | ||||
| Total income taxes paid | $ | |||
Legacy Disclosures (ASC 710 – 2024)
The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income tax benefit in the consolidated statement of operations as of December 31, 2024.
| Year Ended December 31, | ||||
| 2024 | ||||
| Federal income tax benefit at statutory rates | ( | ) | ||
| Change in deferred tax asset valuation allowance | ||||
| Other | ( | ) | ||
| Income tax benefit at effective rates | ( | ) | ||
| F-22 |
Deferred Income Taxes
The tax effects of temporary differences which give rise to deferred tax assets and liabilities are summarized as follows:
| Schedule of deferred tax assets | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets | ||||||||
| Net operating losses | $ | $ | ||||||
| Allowance for credit losses | ||||||||
| Stock-based compensation | ||||||||
| Debt discount | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | ||||||||
| Deferred tax liabilities | ||||||||
| Property and equipment | ( | ) | ( | ) | ||||
| Intangible assets | ( | ) | ||||||
| Deferred tax liabilities | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The change in the Company’s valuation allowance
was an increase of $
The Company’s policy is to record
interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of
operations. As of January 1, 2025, the Company had
The Company files income tax returns in the United States, including various state jurisdictions, which remain open to examination by the respective jurisdictions for the 2018 tax year to the present.
NOTE 6 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 105,000,000 shares, comprised of shares of common stock, per share par value $, and shares of preferred stock, per share par value $.
Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:
| · | shares as Series AA Preferred Stock, outstanding | |
| · | shares as Series AAA Preferred Stock, shares outstanding | |
| · | shares as Series AAAA Preferred Stock, outstanding | |
| · | shares as Series C Preferred Stock, outstanding | |
| · | shares as Series B Preferred Stock: outstanding | |
| · | shares as Series E Preferred Stock, shares outstanding | |
| · | share of Series F Preferred Stock, outstanding | |
| · | shares of Series G Preferred Stock, outstanding | |
| · | shares of Series H Preferred Stock, outstanding |
| F-23 |
Rights Under Preferred Stock
The Company’s classes of preferred stock include the following provisions:
Optional Conversion Rights of Preferred Stock
| · | ||
| · | ||
| · | ||
| · | ||
| · | ||
| · |
Redemption Rights
Series E preferred stock is redeemable at any time upon 30 days’ written notice by the Company and the shareholders, at a rate of 100% of the Stated Value, as defined.
Mandatory Conversion Right
Any outstanding shares of Series G Preferred Stock shall automatically convert into common stock based on the Series G Conversion Ratio if the closing sales price of the Company’s common stock for ten (10) consecutive trading days closes over $5.00 per share.
Any outstanding shares of Series H Preferred Stock
shall automatically convert into common stock based on the Series H Conversion Ratio at the earlier of (i) December 31, 2026, or (ii)
at such time as the closing sale price of the Company’s common stock exceeds $2.00 per share for ten (10) consecutive trading days.
In August 2024, the Series H Preferred Stock satisfied the mandatory conversion right, resulting in the conversion of all shares
outstanding into shares of common stock, exclusive of accrued dividend liabilities totaling $
Mandatory Dividend
Commencing after the later of (i) the first day of the calendar month after the month in which the Series G shares are issued or (ii) January 2, 2024, the holders of outstanding shares of Series G Preferred Stock shall receive a monthly dividend of 20% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series G Preferred Stock in cash or in common stock.
Commencing January 2, 2024, the holders of outstanding
shares of Series H Preferred Stock shall receive a monthly dividend of 1% of the Stated Value per share. The dividend shall be paid at
the election of the majority holder of the Series H Preferred Stock in cash or in common stock. If the election is for cash payment, the
Company has the right to deliver a one-year secured note bearing interest at the rate of 15% per annum in lieu of paying cash. As discussed
above, for the period January 1 through August 6, 2024, the mandatory conversion date, the Company accrued and paid stock dividends of
common shares totaling $
| F-24 |
Liquidation Preference
The Series G and Series H Preferred Stock have a liquidation preference of the Stated Value per share plus accrued and unpaid dividends.
Salkind October 2023 Loan Conversion and Series G Preferred Stock Issuance
Effective November 7, 2023, Mr. Gene Salkind and
parties associated with him (the Series G Preferred Shareholders), invested $
Series H Preferred Stock Issuances
On December 18, 2023, the Series G Preferred Shareholders
agreed to exchange all of the Series G Preferred Stock into shares of the Company’s newly created Series H Preferred
Stock. Also, our legal counsel agreed to exchange $
Issuance of Common Stock Shares and Warrants for Services
During the years ended December 31, 2025 and 2024, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025 and 2024, common stock shares
issued under the Consulting Agreements totaled
and ,
respectively, and warrant shares issued totaled
and
for 2025 and 2024, respectively. The fair value of the common shares issued totaled approximately $
| F-25 |
During the year ended December 31, 2024, the
Company issued a total of
During July 2025, and in conjunction with a
non-exclusive finder’s arrangement with a third party dated December 6, 2024, the Company issued a total of
shares of common stock and warrants to purchase a total of
shares of common stock. The common stock and warrants were issued as a placement agent fee to the third party for the completion of
the Strata discussed below. The warrants are exercisable at any time at $1.10 per share through June 30, 2030. The fair value of
the common stock and warrants was $
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
On December 30,
2024, a total of $
On December 30,
2024, outstanding principal totaling $
During the year ended
December 31, 2025, the Company issued a total of shares of its common stock recorded as debt discount on several of its debt issuances.
Total fair value of the shares issued was approximately $
During the year ended
December 31, 2025, the Company issued a total of shares of its common stock, at a total value of $220,000, resulting from conversion
of outstanding debt to common stock. See discussion of the Related Party – Other Loans, March 2025 Promissory Note Two and $
Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
Issuance of Common Stock for Cash
During the year ended December 31, 2024, the Company
raised a total of $
On June 30, 2025, the Company entered into a Strata Purchase Agreement (the Strata) with ClearThink Capital Partners, LLC (ClearThink). Pursuant to the Strata, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a Request Notice), and subject to the other terms and conditions set forth in the Strata, up to an aggregate of $4,000,000 of the Company’s Common Stock. The purchase price of the shares of Common Stock to be purchased under the Strata will be equal to 91% of the three lowest daily volume weighted average prices during a valuation period of eight trading days, beginning seven trading days preceding the draw down or put notice to one trading day commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the Strata will be a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 400% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the Strata, the Company agreed to issue to ClearThink 100,000 restricted shares of the Company’s Common Stock as a Commitment Fee and shares of common stock to the Placement Agent, namely, Craft Capital Management, LLC, at a total value fair of $155,000. The Strata has a maturity date of 24 months from Commencement Date as defined in the Strata. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of Common Stock.
| F-26 |
It is possible that we may not have access to the full amount available to us under the Strata. We have also indemnified ClearThink pursuant to the Strata.
On June 30, 2025, the Company and ClearThink
entered into a Securities Purchase Agreement (the SPA) under which ClearThink has agreed to purchase from the Company an aggregate of
250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing
occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance
of shares of common stock and net proceeds of $
During 2025, and included in the 3,160,071
common stock shares issued for cash discussed below, the Company received net proceeds of $
During the year ended December 31, 2025, the
Company raised a total of $
Issuance of Common Stock for Warrant Exercise
In fiscal 2025, the Company issued a total of shares of its common stock upon the cashless exercise of warrants, as discussed above.
Issuance of Common Stock in Exchange for Equity Investment
In February 2025, the Company expanded its strategic
alliance with Context Networks, Inc. (Context), a private company that provides a programmatic advertising platform leveraging private
blockchain technology for the gaming industry. In connection with this expansion, the Company issued shares of its restricted
common stock in exchange for shares of Context’s restricted common stock. The transaction was valued based on the Company’s
closing market price of $
Treasury Stock
In the year ended December 31, 2024, the Company
repurchased shares of common stock for $
The Company maintains multiple stock-based compensation plans (collectively, the Plans), including legacy plans under which certain awards may remain outstanding. The Company’s primary plan is the 2023 Employee Benefit and Consulting Services Compensation Plan (the 2023 Plan), which was approved by the Board of Directors on December 19, 2023. The 2023 Plan is substantially similar to prior plans but provides for a larger share reserve and continued flexibility in granting equity-based awards. The 2023 Plan was amended in October 2024 and December 2025 to increase the number of shares available for issuance to shares.
In addition, the Company adopted the 2023 Equity Participation Plan (the 2023 EP Plan), which was approved by the Board of Directors on April 17, 2023 and by stockholders on May 15, 2023. The 2023 EP Plan authorizes the issuance of up to shares and allows for the grant of restricted unit awards.
| F-27 |
On October 8, 2024, the Board approved an increase in the number of shares available under the 2023 Plan from 2,000,000 to shares and granted non-statutory stock options with a -year term, immediately exercisable, at an exercise price of $ per share to certain officers, directors, employees, and consultants.
On December 31, 2025, the Board approved a further increase in the number of shares available under the 2023 Plan from 4,000,000 to shares and granted non-statutory stock options with a -year term, immediately exercisable, at an exercise price of $ per share to certain officers, directors, employees, and consultants. The options had a total fair value of $, which was recognized as stock-based compensation for the year ended December 31, 2025.
All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 Stock Compensation. The weighted average assumptions made in calculating the fair values of options granted during fiscal 2025 and 2024 are as follows:
| Schedule of assumptions used | ||||
| Year Ended December 31 | ||||
| 2025 | 2024 | |||
| Expected volatility | % | % - % | ||
| Expected dividend yield | ||||
| Risk-free interest rate | % | % - % | ||
| Expected term (in years) | – | |||
A summary of stock option activity under the 2023 Plan is as follows:
| Schedule of option activity | ||||||||||||||||
| Share | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, January 1, 2024 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Cancelled & expired | ( | ) | $ | – | $ | |||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Cancelled & expired | ( | ) | $ | – | $ | |||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Options exercisable, December 31, 2025 | $ | $ | ||||||||||||||
The weighted-average grant-date fair values of stock options granted during the years ended December 31, 2025 and 2024 were $ and $, respectively.
The aggregate intrinsic value of options outstanding and options exercisable on December 31, 2025 and 2024 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock closing price of $1.32 and $3.38 on December 31, 2025 and 2024, respectively.
Stock-based compensation expense related to stock options was approximately $ and $ for the years ended December 31, 2025, and 2024, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations.
As of December 31, 2025 and 2024, the unamortized compensation cost related to unvested stock option awards is $ and $, respectively.
| F-28 |
Warrants
On June 3, 2024, the Company entered into a one-year
consulting agreement with a non-affiliated entity. The agreement provides for cash compensation of $
On December 5, 2024, the Company issued
common stock warrants as compensation under a consulting services agreement. The warrants are exercisable at $
During July 2025, the Company entered into a
consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for three months,
commencing in July 2025 (extendable for an additional two quarters with the continuing payment of $
During July 2025, and in conjunction with a
non-exclusive finder’s arrangement with a third party dated December 6, 2024, the Company issued a total of
shares of common stock and warrants to purchase a total of
On December 1, 2025, the Company entered into
a six-month consultant agreement for general business consulting services. Compensation under the agreement is $
The weighted average assumptions made in calculating the fair value of warrants granted during the years ending December 31, 2025, and 2024, are as follows:
| Schedule of warrant assumptions | ||||
|
Year Ended December 31, | ||||
| 2025 | 2024 | |||
| Expected volatility | % - % | % - % | ||
| Expected dividend yield | ||||
| Risk-free interest rate | % - % | % - % | ||
| Expected term (in years) | – | – | ||
| Schedule of warrants outstanding | ||||||||||||||||
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic | |||||||||||||
| Outstanding, January 1, 2024 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Warrants exercisable, December 31, 2025 | $ | $ | ||||||||||||||
| F-29 |
Pursuant to ASC 260, Earnings Per Share, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.
Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.
The following potentially dilutive equity securities outstanding as of December 31, 2025 and 2024 are as follows:
| Schedule of anti dilutive securities | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Convertible debt | ||||||||
| Series AAA preferred stock | ||||||||
| Series E preferred stock | ||||||||
| Total common stock equivalents | ||||||||
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Litigation
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. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. In September of 2025, the Company was notified that Mr. Trepeta’s appeal was denied, and the court has dismissed the case.
NOTE 10 – SEGMENT REPORTING
The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Company’s technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Company’s CEO, Dean Julia, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in the customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner.
| F-30 |
The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the years ended December 31, 2025 and 2024:
| Schedule of segment financial information | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Less: cost of revenues | ||||||||
| Gross profit | ||||||||
| Less: other expenses | ||||||||
| Professional fees | ||||||||
| Salaries and payroll taxes | ||||||||
| Stock-based compensation | ||||||||
| Interest expense | ||||||||
| Amortization and depreciation | ||||||||
| Technology | ||||||||
| Insurance | ||||||||
| Other segment items | ||||||||
| Bad debt | ||||||||
| Other (income) expense | ( | ) | ||||||
| Licenses and permits | ||||||||
| Commissions | ||||||||
| Segment net loss and consolidated net loss before income taxes | $ | ( | ) | $ | ( | ) | ||
NOTE 11 – SUBSEQUENT EVENTS
Debt Issuances
On January 14, 2026, the Company issued a convertible promissory note in the principal amount of $258,750, including Original Issue Discount (OID) of $33,750 to an unrelated third-party (January 2026 Note). The January 2026 Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the Issue Date. Principal and OID on the January 2026 Note is payable in cash in various monthly amounts commencing in July 2026 until maturity date in January 2027. The Company paid approximately $19,000 in issuance costs, recorded as debt discount along with the OID. Solely at the option of the Holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) the date the Company fails to pay amounts payable under the repayment terms of the January 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date.
On January 28, 2026, the Company entered into an agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with a financial institution in exchange for $270,000 in funding. Approximately $167,000 of the funding was used to payoff principal and interest owed under the August 2025 Merchant Agreement discussed in Note 4. The new funding is to be repaid through daily payments representing 8% of future customer payments on receivables until a total of approximately $367,000 is paid resulting in the recording of approximately $97,000 in original issue discount. In connection with the funding, and as additional consideration, the Company issued shares of its common stock to the financial institution in an amount equal to 5% of the new principal.
| F-31 |
During the first quarter of 2026, the Company entered into a Subscription Agreement and Convertible Promissory Note for $30,000 in principal. The unsecured loan was issued with 10,000 shares of restricted common stock as original issue discount, fair valued at a total of approximately $9,500. Principal on the Convertible Promissory Note is automatically convertible at a conversion price of $1.00 per common share on the maturity date in September 2026.
On March 9, 2026, the Company issued a convertible promissory note in the principal amount of $115,000, including Original Issue Discount (OID) of $15,000 to an unrelated third-party (March 2026 Note). The March 2026 Note also includes a one-time interest charge on the Principal Amount of $11,500 based on a rate of 10% per annum, due at the Issue Date. Principal and OID on the March 2026 Note is payable in cash on the Maturity Date of March 9, 2027. The Company paid $11,000 in issuance costs, recorded as debt discount along with the OID. Solely at the option of the Holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) six months from Issue Date, all amounts outstanding are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date.
In the first quarter of 2026, Gene Salkind loaned the Company an aggregate of $75,000 in cash, which is due and payable on April 30, 2026. Payment of an additional $25,000 of OID associated with the transaction is due June 30, 2026.
Equity Issuances
During the first quarter of 2026, the Company issued a total of 1,710,000 shares of restricted common stock at prices ranging from $0.50 to $1.03 per share for total net cash proceeds of approximately $1,178,000. Shares issued included 685,000 shares at net proceeds of approximately $543,000 in connection with the June 30, 2025 Strata discussed in Note 6 above.
Consulting Agreement
Effective January 23, 2026, the Company entered into a Business Development Agreement with a third-party consultant, with a service term of eleven months. Compensation under the agreement represents 150,000 shares of the Company’s common stock at the effective date of the agreement. The total value of the common stock issued was equal to $133,500 based on the $0.89 per share market value of the common stock at the effective date of the agreement. The value of the common stock is being amortized straight-line to professional fees expense over the eleven month term of the agreement.
| F-32 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of September 30,2023 and quarterly since that date. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective due to a material weakness identified related to revenue recognition for the year ended December 31, 2025. The error was discovered by the Company’s auditors and related to only one customer. Due to the insignificant total revenue for the year, this error was considered “material” for internal control assessment purposes although the dollar amount was below $500,000.
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
There were changes in the Company’s internal control over financial reporting during the most recently completed fiscal year, which includes the integration of the new staff, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, the management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the years presented.
Continuing Internal Controls Remediation Efforts
During fiscal 2022 the Company identified control gaps and deficiencies. The Company continues to mitigate and remediate the gaps, deficiencies, and material weaknesses in its internal controls. The Board of Directors and The Audit Committee, as a priority, initiated these remediation activities to ensure the Company has proper internal controls over financial reporting and corporate governance. The Company has instituted independent monitoring and testing of these aforementioned controls. The implementation of these procedures commenced during fiscal 2023 and the Company has continued to refine and improve such procedures through fiscal 2025 subject to available financing, with mitigation and revision of controls continuing to be an ongoing process. Management has decided to defer the allocation of the additional talent necessary for the full implementation of the planned remediations until fiscal 2026. In 2025, the Company has instituted detective controls as well as independent monitoring and testing of these aforementioned controls, which gives management comfort that reporting represents the financial results of the Company in all material respects.
Item 9B. Other Information.
Reference is made to Subsequent Events in the Notes to Consolidated Financial Statements for a description of transactions which occurred in the first quarter of 2026.
Insider Rule 10b5-1 Trading Arrangements
During
the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
| 38 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth the name, age, position and tenure of our directors.
| Name | Age | Position(s) | Served as a Director Since | |||
| Dean L. Julia | 58 | Chief Executive Officer, President, Treasurer, Director, Co-Founder | 1998 | |||
| Dr. Gene Salkind, M.D. | 72 | Chairman of the Board | 2019 | |||
| Anne S. Provost | 62 | Director | 2022 | |||
| Nate Knight | 76 | Director | 2023 | |||
| Byron Booker | 53 | Director | 2023 |
Directors
Our Board currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.
The following biographical descriptions set forth certain information with respect to each director:
Dean L. Julia. Mr. Julia works at Mobiquity Technologies, Inc. where he has served as its Chief Executive Officer since December 2000. Mr. Julia co-founded Mobiquity in 1998. Mr. Julia is responsible for establishing our overall strategy and fostering key relationships with technology partners and developers. Mr. Julia also works at Mobiquity Networks, Inc., Mobiquity’ s wholly owned subsidiary, since its formation in 2011. Mr. Julia is responsible for the integration of the sales and intellectual property departments of Mobiquity. From September 1996 through February 1998, Mr. Julia served as President and Chief Executive Officer of DLJ Consulting, a financial intermediary consultant for public and private companies. Mr. Julia has served on the board since its inception. Mr. Julia is a graduate of Hofstra University with a Bachelor of Business Administration in 1990. Except for Mobiquity Technologies, Inc., Mr. Julia does not hold, and has not previously held, any directorships in any publicly traded reporting companies.
Gene Salkind, M.D. Dr. Salkind has served as a director of Mobiquity since January 2019 and Chairman of our board of directors since October 2019. Dr. Salkind is a prominent practicing neurosurgeon, and he has been a shareholder and has worked as President of Bruno & Salkind M.D. P.C. since 1985. He has also worked at Holy Redeemer Hospital where he is the Chief of Neurosurgery, a position he has held since 2001. Dr. Salkind is board certified in neurological surgery by the American Board of Neurological Surgery. He served as Chief of Neurosurgery of Albert Einstein Medical Center in Philadelphia from 1997 to 2002, and of Jeanes Hospital in Philadelphia from 1990 to 2000. In addition to Dr. Salkind’s medical career, he is a tech-company investor, with experience guiding small and micro-cap companies in their development and growth, including up-listings to national securities exchanges. His experience will help the Company with its business growth and corporate finance strategies. Dr. Salkind is a graduate of Lewis Katz School of Medicine at Temple University with a Doctor of Medicine in 1979. Dr. Salkind is a graduate of the University of Pennsylvania with a B.A. in Biology, cum laude in 1974. From 2021 to present, Dr. Salkind has served as a director at Grove Holdings, Inc., which expects to be a publicly traded company in sixty to ninety days. From 2018 to present, Dr. Salkind has served as a director at CURE Pharmaceutical Holding Corp., a publicly traded company. From 2014 to 2020, Dr. Salkind served as a director at Dermtech Intl., a publicly traded company.
Anne S. Provost is employed full-time with EIZO Rugged Solutions Inc. since November 2023 and currently holds the role of Chief Financial Officer. She was previously employed with TNR Technical, Inc. in various capacities from 1996 to 2023. She served as its Chief Financial Officer since 2008 and was Acting President and COO from 2013 to 2015 and from 2022 to 2023. Prior to TNR, she worked as a Business Manager with the Orlando Business Journal. She graduated from the University of Central Florida in 1991 with a BSBA, Accounting. She completed her undergraduate degree while working full-time in the accounting departments of various Orlando law firms. In 2008, she obtained an Executive MBA from the University of Central Florida.
| 39 |
Nate Knight is an accomplished business leader with over 30 years of experience as a public accountant, served as an independent director and Chief Financial Officer of United Heath Products, a publicly traded company, from 2013 to 2020. During his tenure, he brought extensive expertise and knowledge to the company’s financial operations. Additionally, from 1973 to 2004, Mr. Knight owned and operated his own accounting business, further honing his financial acumen. Prior to joining United Heath Products, he worked as an internal auditor at Prime Alliance Bank from 2004 to 2010.
Byron Booker is the CEO of Lookhu Inc., a multi-channel streaming platform which he founded in 2014. He is a seasoned entrepreneur in the entertainment industry with extensive experience in live streaming, content licensing, video production, and music production, having secured deals with Sony ATV and Universal Music Group, in addition to working with renowned artists such as Chris Brown, Rihanna, and Pit Bull. Mr. Booker’s most recent work includes the executive production of the visual album titled “Raydemption,” featuring celebrities such as Ray J, Princess Love, FloRida, Brandy, and Snoop Dogg. He has also produced successful films and live events alongside social media influencers Vitaly, Tim Delghetto, Tonio Skitz, and Kinsey Wolanski, featuring movie icons Danny Trejo and Tiny Lister, including the all-time record for any event at the South by Southwest film festival in 2013 with over 300,000 concurrent streams. He is also chairman of the Recording Artists Guild, an association of over 12,000 recording artists worldwide, which he founded in 2009. Mr. Booker received a bachelor’s degree in business studies from Dallas Baptist University.
Board Committees
Audit Committee
The Board has established an Audit Committee currently consisting of Ms. Provost (Chairman) and Messrs. Booker and Knight. The Audit Committee’s primary functions are to oversee and review: the integrity of the Company’s consolidated financial statements and other financial information furnished by the Company, the Company’s compliance with legal and regulatory requirements, the Company’s systems of internal accounting and financial controls, the independent auditor’s engagement, qualifications, performance, compensation and independence, related party transactions, and compliance with the Company’s Code of Business Conduct and Ethics.
Each member of the Audit Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of Nasdaq. The Board has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. The Board determined that Ms. Provost and Mr. Knight is each an “audit committee financial expert,” as defined under the applicable rules of the SEC and the applicable rules of The Nasdaq Stock Market.
Compensation Committee
The Compensation Committee of the Board of Directors is currently composed of the following three non-employee directors: Mr. Knight (Chairman) and Mr. Booker and Ms. Provost. None of these Compensation Committee members was an officer or employee of the Company during the year. Each member of the Compensation Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of Nasdaq. The responsibilities of the Compensation Committee include overseeing the evaluation of executive officers (including the Chief Executive Officer) of the Company, determining the compensation of executive officers of the Company, and overseeing the management of risks associated therewith. The Compensation Committee determines and approves the Chief Executive Officer’s compensation. The Compensation Committee also administers the Company’s equity-based plans and makes recommendations to the board with respect to actions that are subject to approval of the board regarding such plans. The Compensation Committee also reviews and makes recommendations to the board with respect to the compensation of directors. The Compensation Committee monitors the risks associated with the Company’s compensation policies and practices as contemplated by Item 402(s) of Regulation S-K.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board of Directors is currently composed of Messrs. Booker (Chairman) and Knight and Ms. Provost. None of these members was an officer or employee of the Company during the year. Each member of the Nominating and Corporate Governance Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of NasdaqCM. The Nominating and Corporate Governance Committee nominates individuals to be elected to the board of directors by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our bylaws and will apply the same criteria to all persons being considered.
| 40 |
Executive Officers
The following table sets forth certain information regarding our current executive officers:
| NAME | AGE | POSITION | ||
| Dean L. Julia | 58 | Chief Executive Officer/President/Treasurer/Director/Co-Founder | ||
| Paul Bauersfeld | 61 | Chief Technology Officer | ||
| Sean J. McDonnell, CPA | 64 | Chief Financial Officer | ||
| Sean Trepeta | 58 | President of Mobiquity Networks /Secretary of the Company | ||
| Deepanker Katyal | 39 | Chief Executive Officer of Advangelists |
Our executive officers are elected by, and serve at the discretion of, our Board. The business experience for the past five years, and in some instances, for prior years, of each of our executive officers is as follows:
Dean L. Julia. For Mr. Julia’s biography, please see the section entitled “Directors.”
Paul Bauersfeld. Mr. Bauersfeld works at Mobiquity Technologies, Inc. where he has served as the Chief Technology Officer since June 2013. From 2003 to 2013, he worked at Varsity Networks, an online media and services company dedicated to serving the local sports market through technology, which he founded and where he served as its Chief Executive Officer. From 2000 to 2001, he worked at MessageOne, where he served as its Chief Executive Officer. From 1999 to 2000, he worked at Ziff-Davies where he served as its Vice President of eCommerce. From 1997 to 1999, he worked at Viacom’s Nickelodeon Online, where he served as its Technology Director. From 1996 to 1997, he worked at GiftOne, where he served as its President. From 1988 to 1993, he worked at Apple Computer where he served in various engineering positions. From 1986 to 1988 he worked at Xerox Corporation. Mr. Bauersfeld brings over 20 years of knowledge and experience as an executive, engineer and entrepreneur in the technology, and software product development industries. His experience in these industries will help the company develop its products and technologies. Mr. Bauersfeld is a graduate of the Rochester Institute of Technology with a B.S. in Electrical Engineering in 1986. Mr. Bauersfeld does not hold, and has not previously held, any directorships in any publicly traded reporting companies.
Sean J. McDonnell, CPA. Mr. McDonnell works at Mobiquity Technologies, Inc. where he has served as the Chief Financial Officer since January 2005. From January 1990 to present, he has owned and operated Sean J. McDonnell CPA, P.C., a private accounting and tax practice. From 1985 to 1990, he worked at Breiner & Bodian CPAs where he served as a senior staff member. Mr. McDonnell brings knowledge and experience in the accounting, finance and tax industries. Mr. McDonnell is a graduate of Dowling College with a Bachelor of Business Administration in 1984. Mr. McDonnell does not hold, and has not previously held, any directorships in any reporting companies.
Sean Trepeta. Mr. Trepeta works at our wholly owned subsidiary, Mobiquity Networks, Inc. where he has served as President since January 2011. He is also the Secretary of the Company since November 2021. From 2007 to 2011, he worked at Varsity Networks where he served as its President. From 1998 to 2007, Mr. Trepeta worked at OPEX Communications, Inc., a telecommunication service provider specializing in traditional long-distance, wireless, and dedicated services, where he served as its President. From 1996 to 1998 he worked at U.S. Buying Group, Inc., where he served as Vice President of Sales and Marketing and was responsible for developing a small business-buying program, which included value added services such as overnight shipping, office supplies, and computer software products, as well as a full line of telecommunications services. Mr. Trepeta also developed and implemented the agent and carrier divisions of U.S. Buying Group. Mr. Trepeta brings 25 years of knowledge and experience in sales and marketing to our Company to help us grow sales and develop marketing strategies. Mr. Trepeta is a graduate of the State University of New York at Cortland with a B.S. in Education in 1990. Mr. Trepeta served on our Board of Directors from December 2011 to December 2021, at which time he resigned in order to accommodate our Board restructure from three directors five directors including three independent directors when our common stock became listed on the NASDAQ Capital Market. Mr. Trepeta does not hold any directorships in any publicly traded reporting companies.
| 41 |
Deepanker Katyal. Mr. Katyal works at the Company’s wholly owned subsidiary, Advangelists, LLC where he has served as the Chief Executive Officer since the 2017 (prior to the Company’s acquisition of an interest in Advangelists by merger in November 2018). From January 2017 to present, he has also served as an advisor providing business and product advice to Q1media, a digital media services company. Additionally, from 2016 to present, he has served as a strategic advisor to Silicon Valley Stealth Mode Products, a private company. From May 2016 to April 2017, he served as a strategic advisor to Airupt Inc., a mobile marketing platform for brands. From May 2016 to March 2017, he was head of Partnership and Strategy for Adtile Technologies, a mobile publishing and advertising solution company. From November 2015 to 2016, he served as a strategic advisor to Moonraft Innovation Labs, a company that creates customer experiences to differentiate the entities’ clients in the market by creating and designing interactive experiences across physical and digital customer touch points. From April 2014 to May 2016, he also served as a member of the innovation team at Opera Mediaworks, a mobile advertising platform company. Mr. Katyal brings knowledge and experience in software engineering, leading business development efforts, strategic partnerships, and product development and strategy. His experience will help the Company grow and develop its technology and product strategies. Mr. Katyal was a director of our Company from December 2018 following our merger transaction with Advangelists until May 2020, when he stepped down from that position to attend to family matters and focus his working-time commitment on running the day-to-day operations of Advangelists. He does not hold any directorships in any publicly traded reporting companies.
Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission reports of ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. The SEC rules require us to disclose late filings of reports of stock ownership and changes in stock ownership by our directors, officers and 10% shareholders. To our knowledge, based solely on our review of (a) the copies of such reports and amendments thereto furnished to us and (b) written representations that no other reports were required, during our fiscal year ended December 31, 2025, all of the Section 16(a) filing requirements applicable to our officers, directors and 10% shareholders have been met, except for that Gene Salkind was a late filer with one form 4 in September 2025.
Insider Trading Policy
The Company has
Communications with the Board of Directors
Stockholders may communicate with the Company’s Board of Directors by sending a letter to Mobiquity Technologies, Inc., 35 Torrington Lane, Shoreham, NY 11786, Attention: Board of Directors. The Company will receive the correspondence and forward it to the Chairman or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening or illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Chairman of the Board has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.
Item 11. Executive Compensation.
The following table sets forth the overall compensation earned over the fiscal years ended December 31, 2025, and 2024 by:
| · | each person who served as the principal executive officer of the company during fiscal year 2025 and 2024; | |
| · | the Company’s most highly compensated (up to a maximum of two) executive officers as of December 31, 2025, and 2024 with compensation during fiscal years 2025 and 2024 of $100,000 or more; and | |
| · | those two individuals, if any, who would have otherwise been included in bullet point above but for the fact that they were not serving as an executive of the company as of December 31, 2025. |
| 42 |
| Name and Principal | Salary | Bonus | Stock | Option Awards | All Other Compensation | Total | ||||||||||||||||||||
| Position | Year | ($) | ($) | Awards | ($)(1) | ($)(2)(3) | ($) | |||||||||||||||||||
| Dean L. Julia | 2025 | $ | 360,000 | $ | – | $ | – | $ | 447,300 | $ | 67,069 | $ | 938,269 | |||||||||||||
| CEO of the Company | 2024 | $ | 265,846 | $ | – | $ | – | $ | 1,186,706 | $ | 69,796 | $ | 1,522,348 | |||||||||||||
| Deepanker Katyal | 2025 | $ | 400,000 | $ | – | $ | – | $ | 127,800 | $ | 33,771 | $ | 561,571 | |||||||||||||
| CEO of Advangelists | 2024 | $ | 300,461 | $ | – | $ | – | $ | 237,200 | $ | 12,901 | $ | 550,562 | |||||||||||||
| Paul Bauersfeld | 2025 | $ | 300,000 | $ | – | $ | – | $ | 127,800 | $ | 40,650 | $ | 468,450 | |||||||||||||
| Chief Technology Officer | 2024 | $ | 221,539 | $ | – | $ | – | $ | 355,800 | $ | 40,348 | $ | 617,687 | |||||||||||||
| Sean Trepeta | 2025 | $ | 240,000 | $ | – | $ | – | $ | 127,800 | $ | 40,650 | $ | 408,450 | |||||||||||||
| President of Mobiquity Networks | 2024 | $ | 177,231 | $ | – | $ | – | $ | 237,200 | $ | 40,348 | $ | 454,779 | |||||||||||||
| Sean McDonnell | 2025 | $ | 143,000 | $ | – | $ | – | $ | 127,800 | $ | – | $ | 270,800 | |||||||||||||
| CFO of the Company | 2024 | $ | 105,600 | $ | – | $ | – | $ | 118,600 | $ | – | $ | 224,200 | |||||||||||||
(1) The options and restricted stock awards presented in this table for fiscal years 2025 and 2024 reflect the full grant date fair value, as if the total dollar amount were earned in the year of grant. The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to stock-based compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the Company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.
(2) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.
(3) Includes compensation for service as a director described under Director Compensation, below.
No outstanding common share purchase option or other equity-based award granted to or held by any named executive officer in the past two years were repriced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout.
| 43 |
Executive Officer Outstanding Equity Awards at Fiscal Year-End
The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2025.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | ||||||||||||||||||
| Dean L.Julia (1) | 4,167 | – | – | $ | 900.00 | 4/2/29 | – | – | – | – | |||||||||||||||||
| 833 | – | – | $ | 900.00 | 4/1/30 | – | – | – | – | ||||||||||||||||||
| 833 | – | – | $ | 900.00 | 4/1/31 | – | – | – | – | ||||||||||||||||||
| 15,000 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | ||||||||||||||||||
| 1,667 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | ||||||||||||||||||
| 667 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | ||||||||||||||||||
| 833 | – | – | $ | 22.50 | 4/1/31 | – | – | – | – | ||||||||||||||||||
| 833 | – | – | $ | 3.30 | 4/1/32 | – | – | – | – | ||||||||||||||||||
| 950,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | ||||||||||||||||||
| 833 | – | – | $ | 0.50 | 4/1/33 | – | – | – | – | ||||||||||||||||||
| 25,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | ||||||||||||||||||
| 450,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 50,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 350,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| 50,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| Deepanker Katyal (1) | 50,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | |||||||||||||||||
| 100,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 100,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| Paul Bauersfeld (1) | 1,667 | – | – | $ | 900.00 | 4/2/29 | – | – | – | – | |||||||||||||||||
| 8,333 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | ||||||||||||||||||
| 150,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | ||||||||||||||||||
| 150,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 100,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| Sean Trepeta (1) | 1,667 | – | – | $ | 900.00 | 4/2/29 | – | – | – | – | |||||||||||||||||
| 8,333 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | ||||||||||||||||||
| 50,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | ||||||||||||||||||
| 100,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 100,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| Sean McDonnell (1) | 1,667 | – | – | $ | 68.48 | 12/8/31 | – | – | – | – | |||||||||||||||||
| 50,000 | – | – | $ | 0.20 | 12/19/28 | – | – | – | – | ||||||||||||||||||
| 50,000 | – | – | $ | 2.45 | 10/8/29 | – | – | – | – | ||||||||||||||||||
| 100,000 | – | – | $ | 1.10 | 12/31/30 | – | – | – | – | ||||||||||||||||||
| (1) | All options contain cashless exercise provisions. |
| 44 |
Disclosure of Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information.
The Company does
The Company, during the last completed fiscal year, did not award options or other equity incentives to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.
Employment Agreements
At various times in the past two fiscal years, employees’ salaries have been reduced due to working capital needs. As of December 31, 2025, all employees’ salaries were returned to full pay; however, current liabilities include $754,509 in monies owed to all employees and consultants.
Dean Julia
Dean Julia is employed as the Company’s Chief Executive Officer under an employment agreement with an initial term of three years which commenced on April 2, 2019. In January 2022, his employment agreement automatically was renewed for a period of an additional two years. Mr. Julia’s annual base salary is $360,000. In addition to his base salary, Mr. Julia is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds 75% of management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Julia’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company’s board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Julia also received a signing bonus of vested 10-year options to purchase 62,500 shares, exercisable at $60 per share. Additionally, he is also entitled to 10-year options to purchase an additional 12,500 shares of common stock, exercisable at $60 per share, annually on April 1st of each year which commenced on April 1, 2020. Additionally, if the Company is acquired through a board of directors-approved change in control of at least 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of the Company’s assets, Mr. Julia shall be entitled to receive a payment in-kind equal to 3% of the consideration paid in connection with that transaction. He is also entitled to paid disability insurance and term life insurance at an annual cost of not more than $15,000. Additionally, he is also entitled to receive health, dental and 401(k) benefits as is made available by the Company for its other senior officers, as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Julia also has the use of a Company-leased or -owned automobile. Mr. Julia’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. The Company may terminate Mr. Julia’s employment for cause, and Mr. Julia may terminate his employment at any time on three-months’ notice. Also, the Company may terminate Mr. Julia’s employment agreement on Mr. Julia’s death or disability – disability being unable to perform his essential functions for four consecutive months due to physical, mental of emotional incapacity resulting from sickness, disease, or injury. In each of these termination cases, the Company is obligated only to pay Mr. Julia amounts that were due or accrued prior to termination, plus, other than in a for-cause-termination, any pro-rata quarterly bonus described above.
| 45 |
Paul Bauersfeld
Paul Bauersfeld is employed as the Company’s Chief Technology Officer under an at-will employment agreement which commenced on April 2, 2019. Mr. Bauersfeld’s monthly salary is $25,000. Mr. Bauersfeld is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Bauersfeld’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company’s board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Bauersfeld also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020 and 30% of which vested on April 2, 2021. Mr. Bauersfeld is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Bauersfeld’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Bauersfeld’s employment agreement is at-will, the Company may terminate Mr. Bauersfeld’s employment for cause. In the event Mr. Bauersfeld’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Bauersfeld severance pay equal to three months of his salary.
Sean Trepeta
Sean Trepeta is employed as President of our wholly owned subsidiary, Mobiquity Networks, Inc. under an at-will employment agreement which commenced on April 2, 2019. Mr. Trepeta’s monthly salary is $20,000. Mr. Trepeta is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Trepeta’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company’s board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Trepeta also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020, and 30% of which vested on April 2, 2021. Mr. Trepeta is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Trepeta’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Trepeta’s employment agreement is at-will, the Company may terminate Mr. Trepeta’s employment for cause. In the event Mr. Trepeta’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Trepeta severance pay equal to three months of his salary.
Deepanker Katyal
Deepanker Katyal is employed as Chief Executive Officer of our wholly owned subsidiary, Advangelists, LLC on at at-will basis on the same substantive terms as his January 4, 2022, Employment Agreement with Advangelists which expired on January 4, 2023. Mr. Katyal’s annual base salary is $400,000. Mr. Katyal’s employment agreement also provides the following compensation: commissions equal to 10% of the net revenues derived from all New Katyal Managed Accounts (as was defined in the employment agreement – being accounts directly introduced by Mr. Katyal or assigned to Employee in writing by the Manager of the Company).
Mr. Katyal is entitled to a monthly allowance of up to $550 per month to cover lease or purchase finance costs of an automobile during his employment. Mr. Katyal’s employment agreement provides for indemnification by the Company to the fullest extent permitted by the Company’s certificate of incorporation and bylaws, as well as participation in all benefit plans, programs, and perquisites as are generally provided by Advangelists to its employees, including medical, dental, life insurance, disability and 401(k) participation. Mr. Katyal’s employment agreement contains customary non-solicitation of Company customers or employees’ provisions during the term of the agreement and for one year after termination. The agreement provides for termination by Advangelists for cause upon 30 days’ prior written notice: and without cause after 60 days’ prior written notice. Mr. Kaytal’s employment agreement provides for assignment of ownership rights regarding intellectual property created by Mr. Katyal relating to the Company’s business.
| 46 |
Sean McDonnell
Sean McDonnell is employed as the Company’s Chief Financial Officer on a non-full-time basis as an employee at-will with no employment agreement. He has a monthly base salary of $11,000 and he is eligible to receive options and other bonuses at the discretion of the board.
Director Compensation
Currently, one director of the Company is an executive officer of the Company. He receives compensation as an officer as described above under the heading “Executive Compensation” and as a director. All Board members received Options under our Compensation Plans described below. On March 18, 2022, the board of directors approved the payment of $1,000 per month to be paid to each member of the board of directors for serving on the board and any committees thereof. Future compensation of board members/committee members are at the discretion of the board.
Employee Benefit and Consulting Services Compensation Plans
During Fiscal 2009, the Company established an Employee Benefit and Consulting Services Compensation Plan (the “plan”) for long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 667 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 1,667 shares. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 1,667 shares (the “2016 Plan”) and approved moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019 the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 5,000 shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 10,000 shares. The 2019 Plan required stockholder approval by April 2, 2020, to be able to grant incentive stock options under the 2019 Plan. On October 13, 2021, the Board approved the “2021 Plan” identical to the 2018 Plan, except that the 2021 Plan covers 73,334 shares. The 2021 Plan required stockholder approval by October 13, 2022, to be able to grant incentive stock options under the 2021 Plan. On April 17, 2023, the Board approved an Equity Participation Plan similar to the Plans described herein, except that this Plan also provides for the grant of Restricted Unit Awards (the “2023 EP Plan”). Under the 2023 EP Plan, which was approved by stockholders on May 15, 2023, a maximum of 166,667 shares may be granted under the 2023 EP Plan. On December 19, 2023, the Board approved the 2023 Employee Benefit and Consulting Compensation Plan (the “2023 Plan”) identical to the 2018 Plan, except that the 2023 Plan covers 6,000,000 shares, as amended. The 2009 Plan, 2016 Plan, 2018 Plan, 2019 Plan, 2021 Plan, the 2023 EP Plan, and 2023 Plan are collectively referred to as the “Plans.”
On October 8, 2024, the Board of Directors of the Company approved the increase in the number of shares available under the 2023 Employee Benefit and Consulting Compensation Plan from 2,000,000 shares to 4,000,000 shares and granted a total of 1,725,000 non-statutory stock options with a 5-year term, immediately exercisable to several officers, directors, employees and consultants at an exercise price of $2.45 per share.
On December 31, 2025, the Board of Directors of the Company approved the increase in the number of shares available under the 2023 Employee Benefit and Consulting Compensation Plan from 4,000,000 shares to 6,000,000 shares and granted a total of 1,500,000 non-statutory stock options with a 5-year term, immediately exercisable to several officers, directors, employees and consultants at an exercise price of $1.10 per share.
| 47 |
Administration
A Committee of the Board shall determine at any time and from time to time after the Effective Date of the Plan: (i) the Eligible Participants; (ii) the number of shares of Common Stock issuable directly or to be granted pursuant to the Option which an Eligible Participant may exercise; (iii) the price per share at which each Option may be exercised, including the form of consideration to be paid, or the value per share if a direct issue of stock; and (iv) the terms on which each Option may be granted. Such a determination may from time to time be amended or altered at the sole discretion of the Committee. Options granted to officers and/or directors of the Company shall be granted by the Board, or by the Committee, if the Committee is composed of all members who are Non-Employee Directors.
Types of Awards
The Plans are designed to enable us to offer certain officers, employees, directors and consultants of us and our subsidiaries equity interests in us and other incentive awards in order to attract, retain and reward such individuals and to strengthen the mutuality of interests between such individuals and our stockholders. In furtherance of this purpose, the Plans contain provisions for granting non-statutory stock options and incentive stock options and common stock awards.
Stock Options
A “stock option” is a contractual right to purchase a number of shares of common stock at a price determined on the date the option is granted. An incentive stock option is an option granted under the Internal Revenue Code of 1986 to our employees with certain tax advantages to the grantee over non-statutory stock options. The option price per share of common stock purchasable upon exercise of a stock option and the time or times at which such options shall be exercisable shall be determined by the Board at the time of grant. Such option price in the case of incentive stock options shall not be less than 100% of the fair market value of the common stock on the date of grant and may be granted below fair market value in the case of non-statutory stock options. Incentive stock options granted to owners of 10% or more of our common stock must be granted at an exercise price of at least 110% of the fair market value of our common stock and may not have a term greater than five years. Also, the value of incentive options vesting to any employee cannot exceed $100,000 in any calendar year. The option price of our options must be paid in cash, money order, check or common stock of the company. The non-statutory stock options may also contain at the time of grant, at the discretion of the board, certain other cashless exercise provisions. These cashless exercise provisions are included in the currently outstanding non-statutory stock options granted by the board.
Options shall be exercisable at the times and subject to the conditions determined by the Board at the date of grant, but no option may be exercisable more than ten years after the date it is granted. If the optionee ceases to be an employee of our company for any reason other than death, any incentive stock option exercisable on the date of the termination of employment may be exercised for a period of thirty days or until the expiration of the stated term of the option, whichever period is shorter. In the event of the optionee’s death, any incentive stock option exercisable at the date of death may be exercised by the legal heirs of the optionee from the date of death until the expiration of the stated term of the option or six months from the date of death, whichever event first occurs. In the event of disability of the optionee, any incentive stock options shall expire on the stated date that the Option would otherwise have expired or 12 months from the date of disability, whichever event first occurs. The termination and other provisions of a non-statutory stock option shall be fixed by the board of directors at the date of grant of each respective option.
Common Stock Award
Common stock awards are shares of common stock that will be issued to a recipient pursuant to the terms of the grant. Only a small number of shares have been granted under the Plans.
| 48 |
Awards
As of December 31, 2025, the Company has a total of 3,317,301 options outstanding under the Plans and a total of 1,726,699 options outstanding outside of the Plans, or a total of options to purchase 5,044,000 shares of the Company’s Common Stock with a weighted average exercise price of $3.61 per share. The Board has granted options with varying terms. The Company has also granted various officers, directors and employees of Advangelists, warrants to purchase an aggregate of 21,667 shares at varying terms.
It is not possible to predict the individuals who will receive future awards under the Plans or outside the Plans or the number of shares of Common Stock covered by any future award because such awards are wholly within the discretion of the Board. The table below contains information as of December 31, 2025, on the known benefits provided to certain people and group of persons who own options under or outside the Plans.
|
Number of Shares Subject to Options/Warrants |
Average Exercise Price ($) per Share |
Value of Unexercised Options/ Warrants at Dec. 31, 2025 (1) |
||||||||||
| Dean L. Julia | 1,850,666 | $ | 4.43 | $ | 1,180,683 | |||||||
| Sean McDonnell | 201,667 | $ | 1.77 | $ | 78,000 | |||||||
| Sean Trepeta | 260,000 | $ | 8.95 | $ | 78,000 | |||||||
| Paul Bauersfeld | 410,000 | $ | 6.02 | $ | 190,000 | |||||||
| Deepanker Katyal | 258,568 | $ | 28.82 | $ | 78,000 | |||||||
| Executive Officers as a group | 2,955,234 | $ | 6.98 | $ | 1,604,683 | |||||||
| Gene Salkind | 661,544 | $ | 6.98 | $ | 167,000 | |||||||
| Three Independent Directors as a group | 455,001 | $ | 1.51 | $ | 201,000 | |||||||
_________________
(1) Value is normally calculated by multiplying (a) the difference between the market value per share at period end ($1.32 based upon a last sale on December 31, 2025), and the option exercise price by (b) the number of shares of Common Stock underlying the option.
Eligibility
Our officers, employees, directors, and consultants of Mobiquity and our subsidiaries are eligible to be granted stock options, and common stock awards.
Termination or Amendment of the Plans
The board may at any time amend, discontinue, or terminate all or any part of the Plans, provided, however, that unless otherwise required by law, the rights of a participant may not be impaired without his or her consent, and provided that we will seek the approval of our stockholders for any amendment if such approval is necessary to comply with any applicable federal or state securities laws or rules or regulations.
2023 Equity Participation Plan
Purpose and Effective Date
The purpose of the 2023 Equity Participation (the 2023 EP Plan) is to provide for the success and enhance the value of the Company by linking participants’ personal interests with those of the Company’s stockholders, and employees, by providing participants with an incentive for outstanding performance, and to motivate, attract and retain the services of participants upon whom the success of the Company depends. The 2023 EP Plan is flexible in that it provides for the grant of Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Bonuses. The 2023 EP Plan became effective as of April 17, 2023 (the Effective Date) and was approved by stockholders on May 15, 2023.
| 49 |
Administration of the 2023 EP Plan
The 2023 EP Plan will be administered by the Compensation Committee of the Board of Directors of the Company which currently consists of Byron Booker, Nate Knight and Anne Provost, who are all outside independent directors, or by such other committee consisting of not less than two outside independent directors appointed by the Board of Directors (the Committee).
Shares Subject to the 2023 EP Plan
The 2023 EP Plan authorizes the grant of awards relating to 166,667 shares of the Company’s common stock.
If any corporate transaction occurs which causes a change in the capitalization of the Company, the Committee is authorized to make such adjustments to the number and class of shares of the Company’s common stock delivered, and the number and class and/or price of shares of the Company’s common stock subject to outstanding awards granted under the 2023 EP Plan, as it deems appropriate and equitable to prevent dilution or enlargement of the rights of the 2023 EP Plan participants (referred to as “Grantees” in the 2023 EP Plan).
Eligibility and Participation
Employees eligible to participate in the 2023 EP Plan include management and key employees of the Company and its subsidiaries, as determined by the Committee, including employees who are members of the Board. Directors who are not Company employees, and consultants who provide services to the Company that are not in connection with capital raising transactions or securities market promotion, also will be able to participate in the 2023 EP Plan. As of the Effective Date, it is anticipated that the approximate number of individuals who will be eligible to participate under the 2023 EP Plan will be at least 30.
Amendment and Termination of the 2023 EP Plan
In no event may any award under the 2023 EP Plan be granted on or after the tenth anniversary of the 2023 EP Plan’s Effective Date. The Board may amend, modify or terminate the 2023 EP Plan at any time; provided that no amendment requiring stockholder approval for the 2023 EP Plan to continue to comply with Sections 409A or 422 of the Internal Revenue Code of 1986, shall be effective unless approved by stockholders, and no amendment, termination or modification shall materially and adversely affect any outstanding award without the consent of the participant.
Awards Under the 2023 EP Plan
Stock Options.
The Committee may grant Incentive Stock Options (or ISOs) and Non-Qualified Stock Options (or non ISOs) under the 2023 EP Plan. As described below, there are certain tax advantages to employees who receive ISOs; however, certain restrictions also apply to such grants. First, ISOs can be granted only to employees (not to non-employee directors or consultants), and the option exercise price for each ISO shall be at least equal to 100% of the fair market value of a share of the Company’s common stock on the date the ISO is granted (or 110% in the case of an individual who is a 10% or more owner of the Company). Second, an ISO may not be exercised later than 10 years after the date of grant (or 5 years in the case of 10% or more owners of the Company).
Options (ISOs and non ISOs) also may not be exercised later than 3 months (one year in the case of a termination of employment due to disability) after the Grantee’s termination of employment other than due to his or her death.
Lastly, common stock will be deemed to be acquired under an ISO only with respect to the first $100,000 worth of common stock (valued on the date of grant) first exercisable in any one calendar year. In other words, if under an ISO, the participant vests in the right to acquire more than $100,000 worth of shares of common stock in any one calendar year, the excess number of shares will not be deemed to have been acquired under a non ISO.
| 50 |
Options (ISOs and non ISOs) shall expire at such times as the Committee determines at the time of grant; provided, however, that no Option shall be exercisable later than the tenth anniversary of its grant. Options granted under the 2023 EP Plan shall be exercisable at such times and subject to such restrictions, vesting criteria and conditions as the Committee shall approve. Unless otherwise provided in the Award Agreement, if the employment of an employee by, or the services of a non-employee director for, or consultant or advisor to, the Company or a parent or subsidiary of the Company, terminate for any reasons, then his Option may be exercised at any time within three months after such termination.
The Option exercise price is payable in cash or by check; in shares of the Company’s common stock having a fair market value equal to the exercise price; if provided for in the option award agreement, by the Grantee’s check in an amount at least equal to the par value of the common stock being acquired, together with a promissory note; by share withholding; or by a combination of the foregoing. Alternatively, if provided for in the option award agreement, the Grantee may elect to have the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the Option being exercised.
Options may be transferred only under the laws of descent and distribution and, during the Grantee’s lifetime, shall be exercisable only by the Grantee or his or her legal representative. Additionally, non ISOs may be transferred in whole or in part during a Grantee’s lifetime, upon the approval of the Committee, to a Grantee’s family members through a gift or domestic relations order. Each option award agreement shall specify the Grantee’s (or his or her beneficiary’s) rights in the event of retirement, death or other termination of employment.
For the Option to qualify for the exception to the restrictions imposed on non-qualified deferred compensation under Section 409A of the Code, the exercise price (per share of common stock) of any Option must at all times be no less than the fair market value of one share of the underlying common stock determined on the date the Option is granted.
Options may be subject to time and other vesting requirements, such as the attainment of individual or Company-related performance goals and targets as may be provided in the Award Agreement.
Stock Appreciation Rights.
Stock Appreciation Rights (or SARs) may be granted under the 2023 EP Plan in such amounts and under such other terms and conditions as the Committee shall determine. The base value of a SAR shall be equal to the fair market value of a share of the Company’s common stock on the date of grant. The term of any SAR granted under the 2023 EP Plan shall be determined by the Committee, provided that the term of any SAR may not exceed ten years.
SARs may be exercised upon such terms and conditions as are imposed by the Committee and set forth under the SAR award agreement. Upon the exercise of an SAR, the Grantee will receive the difference between the fair market value of a share of the Company’s common stock on the date of exercise and the base value of the SAR multiplied by the number of shares with respect to which the SAR is exercised. Payment due upon exercise may be in cash or by check; in shares of the Company’s common stock having a fair market value equal to the base value; if provided for in the Award Agreement, by the Grantee’s check in an amount at least equal to the par value of the common stock being acquired, together with a promissory note; by share withholding; or by a combination of the foregoing. Alternatively, if provided for in the SAR award agreement, the Grantee may elect to have the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the base value of the SAR being exercised. The Company may, in its sole discretion, withhold from any such cash payment any amount necessary to satisfy the Company’s obligation for withholding taxes with respect to such payment.
SARs may be transferred only under the laws of descent and distribution and, during the Grantee’s lifetime, shall be exercisable only by the Grantee or his or her legal representative. Additionally, SARs may be transferred in whole or in part during a Grantee’s lifetime, upon the approval of the Committee, to a Grantee’s family members through a gift or domestic relations order. Each SAR award agreement shall specify the Grantee’s (or his or her beneficiary’s) rights in the event of retirement, death or other termination of employment.
SARs may be subject to time and other vesting requirements, such as the attainment of individual or Company-related performance goals and targets.
| 51 |
Restricted Stock.
Restricted Stock are shares of common stock awarded to a Grantee in amounts and subject to vesting criteria and other terms and conditions as determined by the Committee. The Committee may impose conditions and/or restrictions on the vesting of any shares of Restricted Stock as it deems advisable, including, among others, length of service, corporate performance, or attainment of individual or group performance goals. The Restricted Stock is subject to forfeiture back to the Company in the event the vesting requirements are not met. The period during which such requirements are in effect is referred to as the “restriction period”.
Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the shares are vested.
During the restriction period, the Grantee will be the record owner of the Restricted Stock and will be entitled to receive all dividends and other distributions paid with respect to the shares while they are so restricted. However, any dividends or distributions, whether paid in shares of Company stock, cash or other property, paid during the restricted period will be held by the Company or third-party custodian or trustee and will be subject to the same restrictions as the Restricted Stock.
A Grantee will forfeit all shares of Restricted Stock which do not vest, along with any dividends or distribution on those shares paid during the restriction period, back to the Company.
Restricted Stock Units.
Each Restricted Stock Unit (or RSU) represents a promise by the Company to deliver to the Grantee one share of common stock at a predetermined date in the future. RSUs may be granted in the amounts and subject to terms and conditions as determined by the Committee. The Committee may impose the conditions and/or restrictions for the vesting of RSUs as it deems advisable, which may be of the same nature and type as those which may be imposed on Restricted Stock as described above. RSUs are subject to forfeiture in the event the vesting requirements are not met.
Stock Bonus Grants.
Stock bonus grants are shares of common stock which may be awarded to a Grantee as a bonus in the amounts and subject to such terms and conditions as determined by the Committee which may be of the same nature and type as those which may be imposed on Restricted Stock as described above. The Committee will set performance and other goals for the attainment of stock bonuses, which, depending on the extent to which they are met during the performance periods established by the Committee, will determine the number of bonus stock shares that will be paid to the Grantee.
Prior to the date on which a stock bonus grant is required to be paid, the stock bonus grant will constitute an unfunded, unsecured promise by the Company to distribute common stock in the future.
Liquidation, Merger, or Consolidation of the Company
If the Board approves a plan of liquidation or a merger or consolidation which results in a change in 50% or more of the voting control of the Company, the Committee may, in its sole discretion, provide that an Option must be exercised within 20 days following the date of such notice or it will be terminated. In the event such notice is given, the Option shall become immediately exercisable in full.
Grant Information
As of December 31, 2025, no awards have been made under the 2023 EP Plan.
| 52 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding beneficial ownership of our voting stock as of March 26, 2026, based upon 25,426,386 common shares outstanding and by:
| · | each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of any class of our voting stock; | |
| · | each “named executive officer” of the Company; | |
| · | each of our directors; and | |
| · | all executive officers and directors as a group. |
Unless otherwise noted below, the address of each person listed on the table is c/o Mobiquity Technologies, Inc. at the address set forth herein. To our knowledge, each person listed below has sole voting and investment power over the shares shown as beneficially owned except to the extent jointly owned with spouses or otherwise noted below. Beneficial ownership is determined in accordance with the rules of the SEC. The information does not necessarily indicate ownership for any other purpose. Under these rules, shares of stock which a person has the right to acquire (i.e., by the exercise of any option or the conversion of such person’s outstanding Preferred Stock) within 60 days after March 25, 2026, are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage beneficially owned by that person. However, these shares are not deemed to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person. The percentage of shares beneficially owned as of March 26, 2026, is based upon 25,426,386 shares of Common Stock outstanding on that date.
| Name and Address of Beneficial Owner | Shares of Common Stock | Number of Shares Underlying Convertible Preferred Stock, Options and Warrants | Total Shares Beneficially Owned | Percentage of Shares Beneficially Owned (%) | ||||||||||||
| Directors and Executive Officers | ||||||||||||||||
| Paul Bauersfeld | 50 | 411,183 | 411,233 | 1.6 | ||||||||||||
| Dean L. Julia | 3,659 | 1,825,666 | 1,829,325 | 7.2 | ||||||||||||
| Sean Trepeta | 2,525 | 260,000 | 262,525 | * | ||||||||||||
| Sean McDonnell | 168 | 201,667 | 201,835 | * | ||||||||||||
| Deepankar Katyal | – | 258,568 | 258,568 | * | ||||||||||||
| Nate Knight | – | 151,667 | 151,667 | * | ||||||||||||
| Gene Salkind | 8,668,695 | 661,544 | 9,330,239 | 36.7 | ||||||||||||
| Anne S. Provost | – | 151,667 | 151,667 | * | ||||||||||||
| Byron Booker | – | 151,667 | 151,667 | * | ||||||||||||
| All Officers and directors as a group (nine persons) | 8,675,097 | 4,073,629 | 12,748,726 | 50.1 | ||||||||||||
* Less than one percent.
| 53 |
Item 13. Certain Relationships and Related Transactions and Director Independence.
We describe below all transactions and series of similar transactions, other than compensation arrangements, during our last three fiscal years, to which we were a party or will be a party in which:
| · | the amounts exceeded or will exceed $120,000; and | |
| · | any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. |
Compensation arrangements for our directors and named executive officers are described herein under “Executive Compensation.”
Employment Agreements and Executive Compensation
We have entered into various employment agreements as described under the heading “Executive Compensation”. These agreements also provide for us to indemnify such officers and/or directors to the maximum extent permitted by law. We also carry directors’ and officers’ liability insurance which protects each of our officers and directors up to the policy maximum of $1.5 million, subject to a $1.5 million deductible for securities claims and $75,000 for other claims. For more information regarding our employment agreements and indemnification provisions, see “Executive Compensation.”
Stock Transactions with Officers and/or Directors
Reference is made to the Notes to the Consolidated Financial Statements for a description of all stock and loan transactions with the Company’s executive officers and/or directors.
Notes to the Financial Statements and Other Disclosures
The disclosures contained in this Form 10-K, in particular in the notes to our consolidated financial statements describe various other transactions between the Company’s and its officers, directors and principal shareholders.
Item 14. Principal Accountant Fees and Services.
The following table presents fees for professional services rendered by Stephano Slack, LLC and Assurance Dimensions, LLC for the audit of the Company’s consolidated financial statements and fees for other services for the years ended December 31, 2025 and 2024, respectively.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees | $ | 50,000 | $ | 50,000 | ||||
| Audit- related fees | 20,600 | 27,000 | ||||||
| All other fees | – | – | ||||||
| Total fees | $ | 70,600 | $ | 77,000 | ||||
| 54 |
Policy on Board Pre-Approval of Services of Independent Registered Public Accounting Firm
Our Board has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Board has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. Prior to engagement of the independent registered public accounting firm for the following year’s audit, management will submit to the Board for approval a description of services expected to be rendered during that year for each of following categories of services:
Audit services include audit work performed in the preparation and audit of the annual financial statements, review of quarterly financial statements, reading of annual, quarterly and current reports, as well as work that generally only the independent auditor can reasonably be expected to provide, such as the provision of consents and comfort letters in connection with the filing of registration statements.
Audit-related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions and special procedures required to meet certain regulatory requirements.
Tax services consist principally of assistance with tax compliance and reporting, as well as certain tax planning consultations.
Other services are those associated with services not captured in the other categories. We generally do not request such services from our independent auditor.
Prior to the engagement, the Board pre-approves these services by category of service. The fees are budgeted, and the Board requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Board requires specific pre-approval before engaging the independent registered public accounting firm.
The Board may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the audit Board at its next scheduled meeting.
None of the services described above provided by our auditors were approved by the Board pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
| 55 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) FINANCIAL STATEMENTS
The following documents are filed under ITEM 8 FINANCIAL STATEMENTS as the financial statements of the Company for the years ended December 31, 2025, and 2024:
Reports of Independent Registered Public Accounting Firms
Consolidated Statements of Operations
Consolidated Statement of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 16. Exhibits
| 56 |
| Exhibit | ||
| Number | Exhibit Title | |
| 2.10 | Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 2.11 | Securities Purchase Agreement dated December 30, 2022 with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) | |
| 3.1 | Certificate of Incorporation filed March 26, 1998 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.2 | Amendment to Certificate of Incorporation filed June 10, 1999 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.3 | Amendment to Certificate of Incorporation approved by stockholders in 2005 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.4 | Amendment to Certificate of Incorporation dated September 11, 2008 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.5 | Amendment to Certificate of Incorporation dated October 7, 2009 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.6 | Amendment to Certificate of Incorporation dated May 18, 2012 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.7 | Amendment to Certificate of Incorporation dated September 10, 2013 (Incorporated by reference to Registrant’s Form 8-K filed on September 11, 2013.) | |
| 3.8 | Amendment to Certificate of Incorporation filed December 22, 2015 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2015.) | |
| 3.9 | Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.) | |
| 3.10 | Amendment to Certificate of Incorporation dated February 28, 2017 (Incorporated by reference to Form 8-K dated March 1, 2017.) | |
| 3.11 | Amendment to Certificate of Incorporation dated September 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.12 | Amendment to Certificate of Incorporation dated February 2019 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.13 | Amendment to Certificate of Incorporation dated December 17, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.14 | Amendment to Certificate of Incorporation dated December 4, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.15 | Restated Certificate of Incorporation dated July 16, 2019 (Incorporated by reference to Form 8-K dated July 15, 2019.) | |
| 3.16 | Amendment to Certificate of Incorporation-Series dated September 23, 2019 *** | |
| 3.17 | Amendment to Certificate of Incorporation dated August 24, 2020*** | |
| 3.18 | Amendment to Restated Certificate of Incorporation dated June 15, 2023***** | |
| 3.19 | Amended By-Laws (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.20 | 2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.) | |
| 3.21 | November 2021 Amendment to By-Laws**** | |
| 3.22 | Amendment No. 3 to Bylaws (Incorporated by reference to Form 8-K filed with the SEC on May 16, 2023.) | |
| 3.23 | Amendment to Certificate of Incorporation dated November 27, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) | |
| 3.24 | Amendment to Certificate of Incorporation dated December 28, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) |
| 57 |
| 58 |
| Exhibit | ||
| Number | Exhibit Title |
| 99.2 | Amendment to 2005 Plan (Incorporated by reference to the Registrant’s Form 10-QSB/A filed with the Commission on August 15, 2005.) | |
| 99.3 | 2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.) | |
| 99.4 | 2018 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Definitive Proxy Statement filed with the SEC on January 11, 2019.) | |
| 99.5 | 2021 Employee Benefit and Consulting Compensation Plan*** | |
| 99.6 | 2023 Equity Participation Plan (Incorporated by reference to Definitive Proxy Statement filed with the SEC on April 18, 2023.) | |
| 99.7 | 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2023.) | |
| 99.8 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2024.) | |
| 99.9 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan* | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline Document, XBRL Taxonomy Extension * | |
| 101.CAL | Inline Calculation Linkbase, XBRL Taxonomy Extension Definition * | |
| 101.DEF | Inline Linkbase, XBRL Taxonomy Extension Labels * | |
| 101.LAB | Inline Linkbase, XBRL Taxonomy Extension * | |
| 101.PRE | Inline Presentation Linkbase * |
________________
| * | Filed herewith. |
| ** | To be filed by amendment |
| *** | Previously filed under Form S-1 Registration Statement, File No. 333-260364. |
| **** | Previously filed under Form S-1 Registration Statement File No. 333-269293. |
| ***** | Previously filed under Form S-1 Registration Statement File No. 333-272572. |
(c) FINANCIAL STATEMENT SCHEDULES
We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.
| 59 |
SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MOBIQUITY TECHNOLOGIES, INC. | ||
| By: | /s/ Dean L. Julia | |
| Dean L. Julia, | ||
| Principal Executive Officer | ||
Dated: Shoreham, New York
April 8, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Name | Title | Date | ||||
| /s/ Dean L. Julia | Principal Executive Officer and Director | April 8, 2026 | ||||
| Dean L. Julia | ||||||
| /s/Anne S. Provost | Director | April 8, 2026 | ||||
| Anne S. Provost | ||||||
| /s/ Byron Booker | Director | April 8, 2026 | ||||
| Byron Booker | ||||||
| /s/Sean J. McDonnell, CPA | Principal Financial Officer | April 8, 2026 | ||||
| Sean J. McDonnell | ||||||
| /s/Nate Knight | Director | April 8, 2026 | ||||
| Nate Knight | ||||||
| /s/Gene Salkind | Chairman of the Board | April 8, 2026 | ||||
| Gene Salkind |
Dean L. Julia, Anne S. Provost, Byron Booker, Nate Knight and Dr. Gene Salkind represent all the current members of the Board of Directors.
| 60 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
| I, Dean L. Julia certifies that: | ||
| 1. | I have reviewed this annual report on Form 10-K of Mobiquity Technologies, Inc.; | |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: April 8, 2026
| /s/ Dean L. Julia | |
| Principal Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
| I, Sean McDonnell certifies that: | ||
| 1. | I have reviewed this annual report on Form 10-K of Mobiquity Technologies, Inc.; | |
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors: | |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
Date: April 8, 2026
| /s/ Sean McDonnell | |
| Principal Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Annual Report of Mobiquity Technologies, Inc. (the “registrant”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Dean L. Julia, Principal Executive Officer of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Date: April 8, 2026
| /s/ Dean L. Julia | |
| Principal Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the Annual Report of Mobiquity Technologies, Inc. (the “registrant”) on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Sean McDonnell, Principal Financial Officer of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Date: April 8, 2026
| /s/ Sean McDonnell | |
| Principal Financial Officer |
Exhibit 99.9
AMENDMENT TO ACE MARKETING & PROMOTIONS, INC.
2023 EMPLOYEE BENEFIT
AND CONSULTING COMPENSATION PLAN
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the Company either directly or underlying Options granted under this Plan from inception to date is 6,000,000. The total number of shares of Common Stock reserved for such issuance may be increased only by a resolution adopted by the Board of Directors and amendment of the Plan. Stockholder approval of such increase or other Modification of the Plan within one year of Effective Date shall be required in the event Incentive Stock Options are granted or to be granted under the Plan. Common Stock issued under the Plan may be authorized and unissued or reacquired Common Stock of the Company.