8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October6, 2023

MOBIQUITY

TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York	001-41117	11-3427886
(State or Other Jurisdiction of<br><br> <br>Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
35 Torrington Lane<br><br> <br>Shoreham, New York	11786
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(Address of Principal Executive Offices)	(Zip Code)

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

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Item 1.01	Entry into a material definitive agreement.

On October 6, 2023, Mobiquity Technologies, Inc. (the “Company”) entered into a one-year consulting contract with Gene Salkind MD, its Chairman of the Board to provide business consulting services to the Company in the following areas:

(a)     working with the board and the Company’s CEO to develop a strategy for the Company’s future growth;

(b)    working with the CEO to identify opportunities for value enhancing strategic initiatives; and

(c)     developing and maintaining the Company’s relationships with future strategic partners whose capital, influence and knowledge could add significantly to the Company’s value.

This agreement may be terminated by either party on 30 days prior written notice and provides for the Company to indemnify and hold harmless and for contribution for reimbursement to the Consultant in certain specified cases as more specifically provided for in the agreement in Exhibit 10.1. The Consultant received 150,000 shares of restricted common stock in consideration for his services under this agreement.

Item 3.02	Unregistered sale of equity securities

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Incorporated by reference to Item 1.01 above with respect to the sale of unregistered equity securities. Further, on October 10, 2023, the Company received a $300,000 loan from the Marital Trust GST Subject U/W/O Leopold Salkind. This unsecured loan has a maturity date of November 30, 2023 with interest at the rate of 15% per annum. The note is payable in cash on the maturity date; however, the Trust has the right to convert into restricted common stock at a conversion price of $.70 per share or to apply the loan proceeds to invest on the terms of any private financing completed by the Company prior to the maturity date.

The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported in this Form 8-K.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Consulting Agreement with Gene Salkind (filed herewith)
10.2	Promissory Note - Marital Trust GST Subject U/W/O Leopold Salkind (filed herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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

Dated: October 12, 2023	MOBIQUITY TECHNOLOGIES, INC.
	By:   /s/ Dean L. Julia
	Dean L. Julia, Chief Executive Officer

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Exhibit 10.1

CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is dated as of OC,,J[X? {£ {o 2/; U (the "Effective Date"), by and between Mobiquity Technologies, Inc., a New York colporation having an address at 35 Torrington Lane, Shoreham, NY 11786 (the "Company"), and address G£uf - I JJ> , having an at \ t l,? \ ) .. H?AQ: ("Consultant') ( llectively, the "Parties"). A).£ ,k J PA jg (f) 4 - b WHEREAS, the Company owns and operates an Advertising and Technology business, and Consultant is an experienced business professional ; and WHEREAS, the Company desires to retain Consultant, and Consultant desires to be retained by the Company on the terms described below ; NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the Company and Consultant hereby agree as follows : Section 1. Services 1.1 Section 2. Scope of Services. The Company has requested that Consultant, and Consultant has agreed to, provide the following business services (the "Services"): a. Working with the Board and the Company's Chief Executive Officer (CEO) to develop the strategy for the Company's future growth . b. Working with the CEO to identify opportunities for value - enhancing strategic initiatives • including acquisitions, joint ventures, and strategically important relationships, as well as the disposition from time to time of non - core assets and communicating regularly with the CEO regarding the pursuit of such strategic initiatives . c. Developing and maintaining the Company's relationships with future strategic partners whose capital, influence and knowledge could add significantly to the Company's value and its share price . Term and Termination 2 . 1 Term . The non - exclusive engagement of the Consultant hereunder by the Company shall commence as of the Effective Date and shall continue for a twelve ( 12 ) - month period, unless extended by mutual written agreement of the Parties . 22 Termination . Either Party may terminate this Agreement with thirty ( 30 ) days prior notice to the other party . Section 3. Compensation 3 . 1 Restricted Common Shares . The Company shall issue the Consultant one - hundred - fifty ( 150 , 000 ) thousand shares ofMOBQ common stock upon the signing of this agreement .

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Section 4. Independent Contractor 4 . I Independent Contractor . The Consultant shall be an independent contractor in the performance of the consulting services contemplated hereunder . This Agreement shall not be interpreted as creating an association, joint venture, or partnership relationship between the Parties or as imposing any employment, or partnership obligation, or liability on any party . The Company shall not, and shall not have any obligation to, withhold or pay income tax, workers compensation, pension, deferred compensation, welfare, insurance, and other employee taxes on behalf of Consultant . Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal, or municipal laws or union or professional guild regulations shall be the Consultant's sole responsibility and the Consultant shall indemnify and hold the Company harmless from any and all damages, claims, and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments . Section 5. Indemnification 5 . 1 Indemnification . The Company hereby agrees to indemnify, hold harmless, and provide contribution and reimbursement to, the Consultant pursuant to this Agreement to the fullest extent permitted by applicable law from and against any and all claims, demands, losses, liability, damages, or expenses (including reasonable attorneys' fees) that may be incurred by the Consultant or arise in any way from the Consultant's engagement of services on behalf of the Company, including, but not limited to, dealings with any and all employees or staff, clients, or potential clients, or other individuals or entities with which the Company and/or the Consultant may interact, and reliance by the Consultant on any documents and information provided by the Company in connection with the consulting services ; provided, however, that the Company will not be liable for claims, demands, losses, liability, damages, or expenses that arise from the gross negligence or willful misconduct of the Consultant . Section 6. General Provisions 6 . l Governing Law . The Parties acknowledge and agree that the validity, construction, enforcement, and interpretation of this Agreement shall be governed by the laws of the State of New York and the federal laws of the United States of America, without regard to the conflict of laws principles thereof . 62 Entire Agreement . This Agreement sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes any previous or contemporaneous agreement, representation, or understanding, whether oral or written, by either Party . In the event of any conflict between the Non - Disclosure Agreement and this Agreement, the Non - Disclosure Agreement shall govern . 63 No Oral Modification . Any extension, amendment, modification, cancellation, or termination of this Agreement shall be valid only if it is in writing and signed by each Party to it . In the case of the Company, the writing must be signed by its President or Chief Executive Officer . 6 . 4 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and have the same force and effect, and all of which taken together shall constitute one and the same agreement, it being understood that both Parties need not sign the same counterpart . 2

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10/06/2023 Dean Julia CEO

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Exhibit 10.2

THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933 , AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE . PROMISSORY NOTE $300,000 October 6, 2023 For value received, the undersigned, MOBIQUITY TECHNOLOGIES,INC br or"), hereby promises to pay to the order of , ("Lender"), at • ' 6 0 (a· dress), or at such other place as may be designated from time to time in writing by Lender, the principal sum of Three hundred thousand ( $ 300 , 000 ) Dollars . The principal amount of this Note, shall be payable on or before November 30 , 2023 (the "Maturity Date"), with interest at the rate of fifteen ( 15 % ) percent per annum . This note is payable in cash on the Maturity Date . However, Lender has the right to convert this note into common stock at $ . 70 per share or into the terms of any private financing completed by the Obligor prior to the Maturity Date . No waiver of any obligation of Obligor under this Promissory Note shall be effective unless it is in writing signed by Lender . A waiver by Lender of any right or remedy under this Promissory Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time . Any notice required or permitted under this Promissory Note shall be in writing and shall be deemed to have been given on the date of delivery, if personally delivered to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid, and addressed to the addressee at the address of the addressee set forth herein, or to the most recent address, specified by written notice, given to the sender pursuant to this paragraph . This Promissory Note is delivered in and shall be enforceable in accordance with the laws of the State of New York and shall be construed in accordance therewith, and shall have the effect of a sealed instrument .

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In the event any one or more of the provisions of this Promissory Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect or in the event that any one or more of the provisions of this Promissory Note operate or would prospectively operate to invalidate this Promissory Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Promissory Note and the remaining provisions of this Promissory Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby . This Note supersedes and replaces any prior Note issued to the Obligor for an equivalent amount of money . Print name of Obligor: Mobiquity Technologies, Inc. Title ofObligor, if any: Dean Julia, Chief Executive Officer Signature: _

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