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):  October 12, 2012

Mobivity Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-53851	26-3439095
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

58 West Buffalo Road, Suite 200

Chandler, AZ 85225

 (Address of principal executive offices) (zip code)

(866)622-4261

 (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 (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))

Item 1.01  Entry into a Material Definitive Agreement

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02  Unregistered Sales of Equity Securities

Commencing on October 12, 2012 and continuing thereafter, Mobivity Holdings Corp. (the “Company”) has entered into  amendments to its 10% Senior Secured Convertible Bridge Notes (the “Notes”) due October 15, 2012 in the principal amount of $4,347,419 with the holders of such Notes. Under the terms of the amendments, the holders of Notes in the aggregate principal amount of $4,209,720 have agreed to extend the maturity date of the Notes to April 15, 2013.  In consideration of the Note holders’ agreement to extend the maturity date, the amendment provides that the holder shall have the option to convert the principal and interest under the Note into the securities offered by the Company in a qualifying equity financing at the lower of (a) the same price paid for such securities by other investors investing in the financing or (b) $.50 per share (subject to adjustment in the event of a stock split, reclassification or the like). Prior to the amendment, the conversion option under the Note entitled the Holder to convert the principal and interest under the Note into the securities offered by the Company in a qualifying equity financing at the same price paid for such securities by other investors investing in the financing.

The Company is pursuing the execution of similar amendments by the holders of the remaining Notes in the aggregate principal amount of $137,699.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits  Method Filing

The following exhibit is filed with this report:

Exhibit 99.1 Form of Amendment to 10% Senior Secured Convertible Bridge Notes due October 15, 2012 Filed Electronically herewith

SIGNATURES

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

	MOBIVITY HOLDINGS CORP.
October 19, 2012	By:	/s/ Dennis Becker
		Dennis Becker
		Chief Executive Officer

EX-99.1

Exhibit 99.1

AMENDMENT TO NOTE

Reference is made to that certain 10% Senior Secured Convertible Bridge Note (the “Note”) due October 15, 2012 issued by Mobivity Holdings Corp., a Nevada corporation formerly known as CommerceTel Corporation (“Borrower”), and payable to the undersigned Holder or its registered assigns.  Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Note.

For value received, Borrower and Holder hereby agree as follows:

1.   Section 1 of the Note shall be amended in its entirety to read as follows:

“ On the Maturity Date, unless the sums due hereunder shall be due sooner as a result of the occurrence of an Event of Default, Borrower shall pay to Holder the entire principal amount (the “Principal Amount”) under this Secured Promissory Note (this “Note”), plus all accrued and unpaid interest thereon, together with all other fees and costs due by Borrower under any of the Transaction Documents: (i) in cash, or (ii) at the option of the Holder, in whole or in part, in securities to be issued by Borrower in the Financing at the lower of (a) the same price paid for such securities by other investors investing in the Financing or (b) $.50 per share (subject to adjustment in the event of a stock split, reclassification or the like) (the “Conversion Option”).  The “Maturity Date” shall be the earlier of (A) the date Borrower completes a financing transaction (the “Financing”) for the offer and sale of shares of Borrower’s common stock (the “Common Stock”), including securities convertible into or exercisable for Common Stock, in an aggregate amount of no less than 125% of the principal amounts evidenced by this Note and a series of identical notes issued on or around the date hereof (collectively, the “Notes”), and (B) April 15, 2013.  Borrower may prepay all or any portion of the amounts owing under this Note at any time without fee, charge or premium.  Notwithstanding the foregoing, if greater than 70% of the Notes agree to exercise the Conversion Option, such Conversion Option shall be binding on the Holder and on all other holders of the Notes.  The Maturity Date may be further extended subject to the approval of the holders of Notes representing at least 70% of the aggregate principal amount then outstanding under all Notes.”

2.   Except as specifically set forth herein, the terms of the Note are ratified and confirmed in all respects.

IN WITNESS WHEREOF, Borrower and Holder have caused this Note to be duly executed as of October__, 2012.

Borrower:		Holder:
Mobivity Holdings Corp.
By:		By:
	Dennis Becker,
	Chief Executive Officer