Amendment to Current Report Form 8 K/A

MOBIQUITY TECHNOLOGIES, INC. 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 27, 2024

MOBIQUITY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York		001-41117		11-3427886
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

35 Torrington Lane Shoreham, New York		11786
(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.

EXPLANATORY NOTE

This Form 8-K/A amends the Current Report on Form 8-K (the "Form 8-K"), filed on July 3, 2024. The purpose of this amendment is to change the item number. No other changes have been made to the Form 8-K other than the changes described above.

Item 3.02

Unregistered Sales of Equity Securities

On June 27, 2024, the Company converted demand promissory notes issued in exchange for $187,000 cash into convertible notes due December 31, 2024. These notes totaling $212,000 (plus an additional $25,000 in convertible notes also due December 31, 2024 issued in exchange for legal services) inclusive of principal and original issue discount are convertible at the option of the holder at $.50 per share. Dr Salkind, Chairman of the Company, owns $160,000 of these convertible notes. On May 31, 2024, we filed a Form D seeking to raise an estimated one million dollars on terms described in our Form 10-Q filed on May 20, 2024. We are pleased to report that the Offering was over subscribed at $1,037,000, with $435,000 in cash raised since our last filing from various accredited investors, bringing the total number of outstanding common shares to 7,447,816. Exemption from registration for the aforementioned transactions is claimed under Rule 506, Section 4(2) /or Section 3(a) (9) of the Securities Act of 1933, as amended. There were no commissions paid in conjunction with the aforementioned transactions.

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: July 3, 2024	MOBIQUITY TECHNOLOGIES, INC.
	By: /s/ Dean L. Julia
	Dean L. Julia, Chief Executive Officer

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