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2022-06-28
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 20549 |
| |
| 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): June
28, 2022 |
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. |
ITEM 4.01. Changes in Registrant’s Certifying Accountant
(1) Previous Independent Auditors:
| |
a. |
On June 28, 2022, the Board of Directors dismissed
BF Borgers CPA PC (“BF”) as the Company’s independent accountants. |
| |
b. |
BF’s report on the financial
statements for the years ended December 31, 2021 and 2020, contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to audit scope or accounting. |
| |
c. |
The Audit Committee of our Board of Directors
participated in and approved the decision to change independent accountants. Through the period covered by the financial review of financial
statements of the quarterly period ending March 31, 2022, there have been no disagreements with BF on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of BF, would have caused them to make reference thereto in their report on the financial statements. Through the interim period
June 28, 2022 (the date of dismissal of the former accountant), there have been no disagreements with BF on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction
of BF would have caused them to make reference thereto in their report on the financial statements. |
| |
d. |
We have authorized BF to respond fully to the inquiries of the successor accountant. |
| |
e. |
During the interim period through June 28, 2022,
there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K. |
| |
f. |
The Company provided a copy of the foregoing
disclosures to BF prior to the date of the filing of this Report and requested that BF furnish a letter addressed to the Securities &
Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit
16.1 to this Form 8-K. |
(2) New Independent Accountants:
| |
a. |
On June 29, 2022, the Company engaged D. Brooks
& Associates CPAs as its new registered independent public accountant. During the years ended December 31, 2021, and 2022, and
prior to June 29, 2022 (the date of the new engagement), we did not consult with D. Brooks & Associates CPAs regarding (i) the
application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the
Company’s financial statements by D. Brooks & Associates CPAs in either case where written or oral advice provided
by D. Brooks & Associates CPAs would be an important factor considered by us in reaching a decision as to any accounting,
auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former
auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively). |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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 1, 2022 |
MOBIQUITY TECHNOLOGIES, INC. |
| |
|
| |
|
| |
By: /s/ Dean L. Julia |
| |
Dean L. Julia, Chief Executive Officer |
