8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 13, 2012

Motricity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34781	20-1059798
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

601 108th Avenue Northeast

Suite 900

Bellevue, WA 98004

(Address of Principal Executive Offices, including Zip Code)

(425) 957-6200

(Registrant's Telephone Number, including Area Code)

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On July 13, 2012, Motricity, Inc. (the “Company”) issued a press release announcing that a record date of July 23, 2012 (the “Record Date”) has been set for the Company's previously announced rights offering (the “Rights Offering”). A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Pursuant to the Rights Offering, the Company intends to distribute to holders of its common stock as of the Record Date one transferable subscription right for every one share of common stock owned as of that date, subject to the Registration Statement (as defined below) being declared effective by the Securities and Exchange Commission (the “SEC”). Each subscription right, subject to certain limitations, will entitle the holder to purchase a unit consisting of shares of Redeemable Series J Preferred Stock (the “Series J preferred stock”) of the Company and warrants to purchase a share of the Company's common stock (the “common stock warrants”), at a subscription price of $0.65 per unit. The number of shares of Series J preferred stock and common stock warrants that comprise the unit, as well as the term and the exercise price of the common stock warrants and the dividend rate on and liquidation preference of the Series J preferred stock, will be determined by the Company's Board of Directors based on a recommendation by its pricing committee prior to commencement of the Rights Offering.

On December 2, 2011, the Company filed a registration statement on Form S-3 with the SEC with respect to the Rights Offering, which was subsequently amended via amendments on Form S-1, including Amendment No. 5 to Form S-3 on Form S-1, filed with the SEC on July 9, 2012 (the “Registration Statement”). The Registration Statement has not yet become effective. If the effective date of the Registration Statement is delayed for any reason, we will inform stockholders of the new record date and other relevant changes to the Rights Offering with appropriate filings on Form 8-K.

We may not sell these securities until the Registration Statement filed with the SEC is effective.  Neither the Registration Statement nor this filing is an offer to sell these securities or a solicitation of an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted.  The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release, dated July 13, 2012, issued by Motricity, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOTRICITY, INC. (Registrant)
July 13, 2012	By:	/s/ James R. Smith, Jr.
(Date)		James R. Smith, Jr.   Interim Chief Executive Officer

EX-99.1

Motricity Announces Record Date for Planned Rights Offering

Bellevue, WA – July 13, 2012 – Motricity (Nasdaq: MOTR) today announced that a record date of July 23, 2012 (the “Record Date”) has been set for Motricity’s planned rights offering (the “Rights Offering”). On December 2, 2011, Motricity filed a registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) with respect to the Rights Offering, which was subsequently amended via amendments on Form S-1, including Amendment No. 5 to Form S-3 on Form S-1, filed with the SEC on July 9, 2012 (the “Registration Statement”).

Stockholders of Motricity’s common stock as of the Record Date will receive one transferable subscription right for every one share of common stock owned as of that date, subject to the Registration Statement being declared effective by the SEC. Each subscription right, subject to certain limitations, will entitle the holder to purchase a unit consisting of shares of our Redeemable Series J Preferred Stock (the “Series J preferred stock”) to be created and warrants to purchase a share of Motricity’s common stock (the “common stock warrants”), at a subscription price of $0.65 per unit. The number of shares of Series J preferred stock and common stock warrants that comprise the unit, as well as the term and the exercise price of the common stock warrants and the dividend rate on and liquidation preference of the Series J preferred stock, will be determined by our Board of Directors based on a recommendation by its pricing committee prior to commencement of the Rights Offering.

The information in the Registration Statement is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the SEC is effective. Neither the Registration Statement nor this release is an offer to sell these securities and it is not a solicitation of an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

About Motricity

Motricity (Nasdaq:MOTR) empowers mobile operators, brands and advertising agencies to maximize the reach and economic potential of the mobile ecosystem through the delivery of relevance-driven merchandising, marketing and advertising solutions. Motricity leverages advanced predictive analytics capabilities to deliver the right content, to the right person at the right time. Motricity provides their entire suite of mobile data service solutions through one, integrated, highly scalable managed service platform. Motricity's unique combination of technology, expertise and go-to-market approach delivers return-on-investment for our mobile operator, brand and advertising agency customers. For more information, visit www.motricity.com or follow @motricity on Twitter.

Safe Harbor and Forward-Looking Statements

Statements made in this release and related statements that express Motricity's or its management's intentions, indications, beliefs, expectations, guidance, estimates, forecasts or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. They include, without limitation, statements regarding the Record Date, the timing and terms of our Rights Offering and any implication that the Registration Statement will be declared effective. Actual results may differ from those expressed or implied in our forward-looking statements. Such forward-looking statements involve and are subject to certain risks and uncertainties that may cause our actual results to differ materially from those discussed in a forward looking statement. Such risks and uncertainties include, without limitation, whether

and when the SEC will declare the Registration Statement effective, whether the subscription rights will be transferable and whether we will be successful in raising any capital in the Rights Offering. These statements represent beliefs and expectations only as of the date of this press release. We may elect to update forward-looking statements but we expressly disclaim any obligation to do so, even if our beliefs and expectations change.

Media Contacts:

Karl Stetson, Edelman for Motricity

(206) 268-2215

karl.stetson@edelman.com

Troy McCombs, Edelman for Motricity

(206) 268-2225

Troy.McCombs@edelman.com

Investor Relations Contact:

Alex Wellins

The Blueshirt Group

(415) 217-5861

alex@blueshirtgroup.com