UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.0001 par value per share; Common Stock Purchase Warrants.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 21, 2023, the following proposals were submitted to the stockholders of Mobiquity Technologies, Inc. (the “Company”) at its special meeting of stockholders: (i) granting the Board of Directors discretionary authority to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock for the purpose of meeting the NASDAQ Capital Markets (“NasdaqCM”) Listing Rule 5550(a)(2) minimum price for continued listing of at least $1.00 per share; and (ii) the ratification , adoption and approval of Assurance Dimensions, Inc. as the Company’s independent registered public accounting firm for the year ending December 31, 2023.. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on June 23, 2023. As of the record date of the meeting, there were 25,811,261 common shares outstanding and one share of Series F Preferred Stock. Each Share of Series F Preferred Stock has no voting rights other than 70 million votes per share on the reverse stock split proposal. The Series F Preferred Stock shall vote together with the outstanding shares of common stock of the Corporation as a single class exclusively with respect to the reverse stock split in Proposal 1, and shall not be entitled to vote on any other matter. The vote of each share of Series F Preferred Stock (or fraction thereof) shall be cast in the same proportions as shares of common stock (excluding any shares of common stock that are not voted) are voted on the reverse stock split. The Series F Preferred Stock shall be redeemed (a) at any time if and when ordered by the Board of Directors in its sole discretion, or (b) automatically upon the effectiveness of the amendment to the Company’s Certificate of Incorporation implementing the reverse stock split.
| Proposal 1: |
The Company’s stockholders granted the Board of Directors discretionary authority to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock for the purpose of meeting the NasdaqCM Listing Rule 5550(a)(2) minimum price for continued listing of at least $1.00 per share. The affirmative vote of a majority of all the Company’s shares of voting capital stock issued and outstanding (as opposed to a majority of the shares present at the meeting in person or by proxy) was required to approve this proposal. The vote of the shares that were present on proposal 1 was as follows:
Common stock |
| Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstain | Broker Non-Vote | |||
| 5,620,808 | 1,991,447 | 14,087 | 4,547,955 |
Series F Preferred Stock
| Number of Votes Cast in Favor | Number of Votes Cast Against | |||
| 51,687,254 | 18,312,746 |
Combined voting capital Stock
| Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstain | Broker Non-Vote | |||
| 57,308,062 | 20,304,193 | 14,087 | 4,547,955 |
| Proposal 2: | The Company’s stockholders ratified the appointment of Assurance Dimensions, Inc. as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the following vote: |
| Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstain | ||
| 10,335,149 | 1,802,283 | 36,865 |
| 2 |
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 21, 2023 | MOBIQUITY TECHNOLOGIES, INC. |
| By: /s/ Dean L. Julia | |
| Dean L. Julia, Chief Executive Officer |
| 3 |
Cover |
Jul. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 21, 2023 |
| Entity File Number | 001-41117 |
| Entity Registrant Name | MOBIQUITY TECHNOLOGIES, INC. |
| Entity Central Index Key | 0001084267 |
| Entity Tax Identification Number | 11-3427886 |
| Entity Incorporation, State or Country Code | NY |
| Entity Address, Address Line One | 35 Torrington Lane |
| Entity Address, City or Town | Shoreham |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 11786 |
| City Area Code | (516) |
| Local Phone Number | 246-9422 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
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