STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY On August 7, 2023, the Company effected a 1-for-15 reverse stock split The Company’s authorized capital stock consists of 105,000,000 shares, comprised of 100,000,000 0.0001 5,000,000 0.0001 Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following: · 1,500,000 none · 1,250,000 31,413 · 1,250 none · 1,500 none · 2 none · 70,000 61,688 · One none · 300,789 none · 770,000 none Rights Under Preferred Stock The Company’s classes of preferred stock include the following provisions: Optional Conversion Rights of Preferred Stock · Series AA – one share convertible into 3.33 shares of common stock · Series AAA – one share convertible into 6.67 shares of common stock · Series C – one share convertible into 6,667 shares of common stock · Series E – one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020 · Series G – one share convertible into shares of common stock at a rate of its Stated Value divided by $0.50 (Series G Conversion Ratio) · Series H – one share was convertible into shares of common stock at a rate of its Stated Value ($2.00 at August 7, 2024, date of mandatory conversion discussed below) divided by $0.20 (Series H Conversion Ratio) 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 768,473 7,684,730 122,954 158,840 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 158,840 122,954 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. Shares Issued for Services On October 6, 2023, the Company entered a one-year consulting contract with Mr. Gene Salkind, its Chairman of the Board, to provide business consulting services to the Company. Mr. Salkind received 150,000 103,500 25,875 77,625 In December 2023, the Company entered a one-year consulting contract with an unrelated party. In accordance with the contract, the consultant received a signing bonus of $ 25,000 100,000 14,000 200,000 0.20 25,000 64,000 16,000 48,000 12,000 On August 15, 2024, the Company entered into a Business Development Agreement with a non-affiliated entity. The term of the agreement is three months, and the consultant has a choice of $ 12,500 25,000 25,000 12,500 4,000 Common Stock Issued in Conjunction with Debt Issuance On December 30, 2022, the Company and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the Investor), entered into a Securities Purchase Agreement (the Walleye SPA) for the Investor to purchase from the Company (i) a senior secured 20% original issue discount (OID) nine-month promissory note in an aggregate gross principal amount of $ 1,437,500 287,500 1,150,000 174,242 In conjunction with the Walleye SPA, the Company issued 34,849 138,500 1,011,500 163,000 The Investor Note will only become convertible into common stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. This Investor Note matures and is payable on or before September 30, 2023, and it provides that the Investor may demand prepayment after March 31, 2023, and before the maturity date, provided that the purchasers of securities in a future public offering by the Company, as defined in the Walleye SPA, who hold the purchased Company securities at the time the prepayment demand, unanimously consent to the prepayment. The Company granted a security interest in all of its assets to the Investor as collateral for its obligations under the Investor Note pursuant to a Security Agreement. In addition, the Company’s subsidiaries guaranteed the obligations of the Company under the Investor Note pursuant to a Subsidiary Guarantee and granted a first lien security interest in all their assets to the Investor as additional collateral pursuant to the Security Agreement. All securities sold in the above-described transaction contain certain piggy-back registration rights after the completion of our February 2023 Offering (see below). During the third quarter of 2023, the secured debt was paid in full through the proceeds of our June 2023 Offering. The aforementioned Investor Warrant was deemed to be an equity-classified derivative instrument with a fair value of $1,526,363 at the date of closing on the Agreement, incorporating the use of the Black-Scholes valuation model, and the Incentive Shares were deemed to have a fair value of $318,863 based on the closing market price of the Company’s common stock on the day preceding the closing of the Walleye SPA. Per accounting guidance under ASC 815, the Company recorded the fair values of the Investor Warrant and Incentive Shares based on the relative fair value allocation method, which allocates fair values as a percentage of total fair value of the debt, Investor Warrant, and Incentive Shares, in proportion to the net proceeds received under the Investor Note of $1,150,000. As a result of applying the relative fair value allocation method, the Investor Warrant was assigned a relative fair value of $ 586,040 122,426 377,149 396,322 February 2023 Offering On February 13, 2023, the Company entered into an underwriting agreement (the Underwriting Agreement) with Spartan Capital Securities LLC (the Underwriter) relating to a public offering of 251,842 285,792 3,207,500 Each pre-funded warrant is exercisable at any time, until fully exercised, to purchase one share of common stock at an exercise price of $0.0015 per share. Each Series 2023 Warrant is exercisable for five years to purchase 0.1 share of common stock at a cash exercise price of $6.975 per warrant share. The Series 2023 Warrants contain an alternative cashless exercise provision permitting the holder to acquire 0.05 share of common stock for every 0.1 warrant share any time after the earlier of (i) 30 days following the initial exercise date of February 14, 2023, and (ii) the date on which the aggregate trading volume of the Company’s common stock, beginning on the initial exercise date of the Series 2023 Warrants, exceeds 2,419,355 shares. Additionally, the exercise price of both the pre-funded warrants and the Series 2023 Warrants are subject to customary adjustments for stock splits, stock dividends, reclassifications and the like. Pursuant to the terms of the Underwriter agreement, and as partial consideration to the Underwriter, the Company issued a warrant for the purchase of 26,882 shares of common stock, exercisable from February 14, 2023, through February 14, 2028, at an initial exercise price of $7.6725 per share. This warrant was cancelled by the underwriter on or about June 30, 2023, in connection with the completion of the June 2023 Offering described below. The Company also granted the Underwriter a 45-day option to purchase up to an additional 80,645 120,968 242,500 Between the closing of February 2023 Offering and June 30, 2023, investors holding pre-funded warrants converted all their pre-funded warrants into 285,792 403,226 June 2023 Offering On June 30, 2023, Mobiquity Technologies, Inc. closed on a public offering selling an aggregate of 375,000 1,625,000 3,000,000 472,001 2,528,000 1,437,500 478,334 478,334 2,588,333 Other 2023 Stock Transactions In April 2023, the Board of Directors or the Compensation Committee of the Company’s Board of Directors approved the following transactions: · Grant of 6,667 · Grant of 3,333 · Grant of 2,000 5,000 · Grant of 4,791 12,000 2.505 · Issuance of a total of 31,891 80,411 Share prices used in the above transaction were based on the market price of the Company’s common stock on the consummation dates of the transactions. 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 $ 1,503,495 300,789 Series H Preferred Stock Issuances On December 18, 2023, the Series G Preferred Shareholders agreed to exchange all 300,789 751,730 33,000 16,500 Issuance of Common Stock for Settlement of Liabilities In January 2024, the Company issued 100,000 53,000 18,000 12,000 18,000 0.50 Issuance of Common Stock for Cash During the first nine months of 2024, the Company raised a total of $ 2,237,000 4,347,334 675,000 1,100,000 0.50 1.00 Issuance of Common Stock Warrant for Services During June 2024, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for twelve months, commencing in June 2024. Compensation under the agreement included an upfront payment of $ 25,000 100,000 5,000 171,800 In September 2024, the Company amended the consulting agreement to increase the monthly cash compensation to $10,000 and to issue additional warrants to purchase a total of 150,000 shares of common stock exercisable over a three-year period. The 150,000 warrant shares consist of 100,000 exercisable at $0.50 per share and 50,000 exercisable at $1.00 per share through September 10, 2027. 446,200 94,000 110,000 Treasury Stock In the three months ended March 31, 2024, the Company repurchased 17 no |