SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Mobiquity Technologies, Inc. [ MOBQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/30/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 03/30/2022 | C | 1,368,333 | A | $1.5 | 2,484,354 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Notes(1)(2) | $1.5 | 03/30/2022 | C | $2,052,500 | 09/13/2019 | 09/13/2029 | Common Stock | 513,125 | (3) | 127,500(4) | D | ||||
| Warrants(1)(2) | $4 | 03/30/2022 | C | 684,166 | 03/30/2022 | 09/30/2029 | CommonStock | 684,166 | (3) | 1,237,500(5) | D | ||||
| Explanation of Responses: |
| 1. The 2,484,354 common shares includes shares owned directly by Dr. Salkind, the doctor and his wife and through a trust in which Dr. Salkind is the trustee. The derivative securities listed in Table II are derivative securities owned directly by Dr. Salkind and his wife and by the trust. |
| 2. After the close of business on March 29, 2022 and prior to the close of the market on March 30, 2022, the board of directors of the issuer accepted Dr. Salkind's offer to convert $2,052,500 of convertible notes at a reduced conversion price of $1.50 per share into 1,368,333 common shares and warrants to purchase 684,166 shares at an exercise price of $4.00 per share through September 30, 2029. A portion (i.e. $1,542,500) of the note conversion came directly from Dr. Salkind and his wife and a portion (i.e.$510,000) of the note conversion came directly from the trust that Dr. Salkind is the trustee. |
| 3. Not applicable. |
| 4. The remaining unpaid convertible notes in the principal amount of $510,000 are convertible into 127,500 shares at $4.00 per share, excluding 63,750 warrants issuable upon conversion thereof as described in note 5. |
| 5. 1,237,500 derivative securities include the following: (i) 127,500 shares underlying $510,000 of debt, convertible at $4.00 per share (excluding 50% warrant coverage - i.e. 63,750 warrants, exercisable at $4.00 per share through September 30, 2029, if and when issued); (ii) 390,625 common stock purchase warrants exercisable at $4.00 per share through September 2023; (iii) 10-year options to purchase 35,000 shares granted on December 8, 2021; and (iv) warrants to purchase 686,166 shares exercisable through September 30, 2029 which were issuable on March 30, 2022 as a result of the note conversion. |
| /s/ Gene Salkind | 03/31/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||