Mobiquity (MOBQ) flags going concern risk amid Q1 2026 loss
Mobiquity Technologies, Inc. reported very small revenues and continued heavy losses for the three months ended March 31, 2026. Revenue was $18,440, up modestly from $12,613 a year earlier, but far below operating costs.
The company posted a net loss of $2,539,031 versus $2,295,987 in the prior-year quarter, and cash fell to $137,933 from $642,515 at December 31, 2025. Total assets were $4.69M and stockholders’ equity declined to $134,901, indicating a highly leveraged balance sheet.
Mobiquity relies on frequent equity issuances and high-cost debt, including merchant receivable agreements and convertible notes with a weighted average interest rate of 27%. Management states that substantial doubt exists about the company’s ability to continue as a going concern without additional financing, despite efforts to grow its AI-driven advertising platforms.
Positive
- None.
Negative
- Severe going concern risk: Management concludes substantial doubt exists about the company’s ability to continue as a going concern within one year, given recurring losses, minimal cash of $137,933, and dependence on external financings.
- High-cost leverage and cash burn: Net loss of $2.54M, operating cash outflow of $1.25M, and short-term borrowings with a weighted average interest rate of 27% put significant pressure on limited equity of $134,901.
Insights
Mobiquity shows severe liquidity strain, heavy losses, and expensive debt.
Mobiquity Technologies remains a development-stage ad-tech company with minimal revenue, generating only $18,440 in Q1 2026 against operating expenses of about $2.0M. Net loss was $2.54M, and equity has eroded to $134,901, signaling a thin capital cushion.
Cash was just $137,933 at March 31, 2026, while total debt net of discounts was $2.00M. The weighted average interest rate on short-term borrowings reached 27%, reflecting reliance on high-cost merchant agreements and convertible notes, including related-party loans from the board chair.
Operating activities used $1.25M of cash in the quarter, funded largely by issuing 1,710,000 common shares for about $1.13M and taking on new debt. Management explicitly concludes that substantial doubt exists about its ability to continue as a going concern, so future results will depend on ongoing access to financing and successful commercialization of its platforms.
Key Figures
Key Terms
going concern financial
original issue discount financial
merchant agreements financial
material weaknesses regulatory
programmatic advertising market
Table of Contents
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MOBIQUITY TECHNOLOGIES, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
| PAGE | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. Consolidated Financial Statements | 3 | |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 21 | |
| Item 3. Quantitative and Qualitative Disclosures | 26 | |
| Item 4. Controls and Procedures | 26 | |
| PART II. OTHER INFORMATION | ||
| Item 1. Legal Proceedings | 28 | |
| Item lA. Risk Factors | 28 | |
| Item 2. Changes in Securities | 29 | |
| Item 3. Defaults Upon Senior Securities | 33 | |
| Item 4. Mine Safety Disclosures | 33 | |
| Item 5. Other Information | 33 | |
| Item 6. Exhibits | 33 | |
| SIGNATURES | 37 |
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Mobiquity Technologies, Inc.
Consolidated Balance Sheets
| March 31, | December 31, | |||||||
| 2026 (Unaudited) | 2025 | |||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Capitalized software development costs, net | ||||||||
| Investment | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Contract liabilities | ||||||||
| Debt, net | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | – | – | ||||||
| Stockholders' Equity | ||||||||
| AAA preferred stock; $ | ||||||||
| Preferred stock Series E; $ | ||||||||
| Preferred stock Series H; $ | ||||||||
| Common stock; $ | ||||||||
| Treasury stock, at cost, $ | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| 3 |
Mobiquity Technologies, Inc.
Consolidated Statements of Operations (Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on debt extinguishment | ( | ) | ||||||
| Interest income | ||||||||
| Total other expense - net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding - basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements
| 4 |
Mobiquity Technologies, Inc.
Consolidated Statements of Stockholders' Equity (Unaudited)
For the Three Months Ended March 31, 2026 and 2025
| Series E Preferred Stock | Series H Preferred Stock | Series AAA Preferred Stock | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||
| Common stock issued for services | – | – | – | – | – | – | ||||||||||||||||||
| Common stock issued for cash | – | – | – | – | – | – | ||||||||||||||||||
| Stock based compensation | – | – | – | – | – | – | ||||||||||||||||||
| Note payable conversion to common stock | – | – | – | – | – | – | ||||||||||||||||||
| Common stock exchanged for investment | – | – | – | – | – | – | ||||||||||||||||||
| Common stock issued for warrant conversion | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, at March 31, 2025 | $ | $ | $ | |||||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||
| Common stock issued for services | – | – | – | – | – | – | ||||||||||||||||||
| Common stock issued for cash | – | – | – | – | – | – | ||||||||||||||||||
| Common stock issued for debt discount | – | – | – | – | – | – | ||||||||||||||||||
| Note payable conversion to common stock | – | – | – | – | – | – | ||||||||||||||||||
| Net loss | – | – | – | – | – | – | ||||||||||||||||||
| Balance, at March 31, 2026 | $ | $ | $ | |||||||||||||||||||||
(continued)
| Common Stock | Additional Paid-in | Treasury Shares | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||||||
| Stock based compensation | – | – | – | – | – | |||||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||||||
| Common stock exchanged for investment | – | – | – | |||||||||||||||||||||||||
| Common stock issued for warrant conversion | ( | ) | – | – | – | – | ||||||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||||||
| Common stock issued for debt discount | – | – | – | |||||||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance, at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to the consolidated financial statements
| 5 |
Mobiquity Technologies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2026 and 2025
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Provision for credit losses | ||||||||
| Loss on debt extinguishment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of capitalized software development costs | ||||||||
| Amortization of debt discounts | ||||||||
| Common stock and warrants issued for services | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease prepaid expenses and other assets | ||||||||
| Increase (decrease) in accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Issuance of common stock for cash | ||||||||
| Issuance of long-term debt, net of discounts and issuance costs | ||||||||
| Repayments on long-term debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Common stock issued for debt discount | $ | $ | ||||||
| Note payable conversion to common stock | $ | $ | ||||||
| Issuance of common stock as compensation under services agreements | $ | $ | ||||||
| Common stock exchanged for equity investment | $ | $ | ||||||
| Common stock issued as settlement for accounts payable | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| 6 |
MOBIQUITY TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended March 31, 2026
(UNAUDITED)
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our,” or the “Company”) is an advertising technology and data intelligence company that develops and operates proprietary software platforms designed to enable advertisers, publishers, and enterprise clients to manage and analyze digital advertising campaigns and consumer data across multiple digital media channels.
The Company’s technology platform combines artificial intelligence (“AI”), machine learning (“ML”), and data analytics to support automated advertising delivery, campaign management, audience targeting, and performance measurement. These technologies allow clients to analyze consumer engagement and behavioral patterns to improve marketing performance and business decision-making.
Mobiquity generates revenue through a combination of advertising services, software platform subscriptions, data licensing, and analytics services. The Company’s technology is designed to support advertising campaigns across mobile, digital media, and digital out-of-home (“DOOH”) environments.
The Company’s advertising technology infrastructure is built around its Advertising Technology Operating System (“ATOS”), which supports the creation, management, and optimization of digital advertising campaigns. ATOS incorporates AI and ML technologies to automate campaign workflows including media placement, audience targeting, and campaign optimization.
The Company has expanded its software capabilities through the development of CMOne, an enhanced version of its prior AdHere platform. CMOne is an AI-enabled marketing and analytics platform that allows users to create marketing content, manage digital campaigns, analyze audience engagement, and automate marketing workflows through a unified software interface. CMOne is designed to support subscription-based and recurring revenue models across multiple industry verticals.
Mobiquity also provides data intelligence and analytics services that analyze anonymized data to generate insights regarding consumer patterns and real-world behavioral trends. These analytics support applications such as audience targeting, attribution analysis, marketing measurement, and related research services.
Going Concern
Since inception, the Company has generated recurring
losses as well as negative operating cash flows in its annual consolidated financial statements. As of March 31, 2026, the Company
had an accumulated deficit of approximately $239,000,000.
Management expects to continue to incur additional substantial losses in the foreseeable future. The Company has historically funded
its operations primarily through equity or debt financings. Total unrestricted cash and cash equivalents on hand as of March 31,
2026 was $
| 7 |
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (U.S. GAAP) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2026, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 8, 2026.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurement, for financial assets and liabilities that are measured and reported at fair value. The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.
Goodwill
The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.
The Company performs its annual impairment tests
of goodwill as of December 31st of each year, or more frequently if certain indicators are present. Goodwill is required to be tested
for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which
is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information
available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results.
Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the
anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components
are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of
March 31, 2026 and December 31, 2025.
| 8 |
Intangible Assets
In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 years.
Capitalized Software Development Costs
In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details.
Derivative Financial Instruments
The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (ASC 480), Distinguishing Liabilities from Equity and FASB ASC Topic No. 815, (ASC 815) Derivatives and Hedging.
Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk.
Debt Issuance Costs and Debt Discounts
Debt discounts, debt issuance costs paid to
lenders or third parties, and other original issue discounts on debt, are recorded as debt discounts or debt issuance costs and
amortized to interest expense in the consolidated statements of operations, over the term of the underlying debt instrument, using
the effective interest method, with the unamortized portion reported net with related principal outstanding on the consolidated
balance sheet. For the three months ended March 31, 2026, and 2025, the Company recorded approximately $497,000
and $140,000,
respectively, in interest expense associated with the amortization of debt discounts and debt issuance costs incurred on debt. The
unamortized balance of debt discounts at March 31, 2026 and December 31, 2025 was approximately $
| 9 |
Revenue Recognition
The Company generates revenue primarily from internet advertising, platform licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.
Contract Liabilities
Contract liabilities represent customer deposits
received in advance of the Company satisfying its performance obligations and recognizing revenue. Upon fulfillment of the performance
obligation(s) in accordance with the terms of the contract, the related contract liability is relieved and revenue is recognized. As of
March 31, 2026, December 31, 2025, and January 1, 2025, contract liabilities totaled $
Loss Per Share of Common Stock
Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible debt, outstanding stock options, outstanding warrants, Series AAA preferred stock and Series E preferred stock. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. See Note 7 for additional information.
Stock-Based Compensation
The Company accounts for stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period for employee awards, which is usually the vesting period, and when the goods are obtained or services are received, for nonemployee awards. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The fair value of stock-based compensation is generally determined by using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date).
| 10 |
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU No. 2023-09), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, and allows for adoption on a prospective basis, with a retrospective option. The Company adopted the new standard for the year ended December 31, 2025, and applied this standard retrospectively to all prior periods presented. The adoption of the standard did not have a material impact on the consolidated financial statement disclosures.
In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU No. 2024-04). The ASU updates the accounting and disclosure requirements for certain convertible debt instruments and contracts in an entity’s own equity, including clarifying guidance related to classification, measurement, and related disclosures. ASU No. 2024-04 is effective for fiscal years beginning after December 15, 2025, and for interim periods within those fiscal years. The ASU allows for adoption on either a modified retrospective or full retrospective basis. The adoption of the standard did not have a material impact on the consolidated financial statement disclosures.
Recently Issued Accounting Pronouncement Not Yet Adopted
In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU No. 2024-03). The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the consolidated statements of operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-03 on the consolidated financial statement disclosures.
NOTE 3: INTANGIBLE ASSETS
Definite-Lived Intangible Assets
The Company’s definite-lived intangible assets consist of capitalized software development costs. The intangible assets are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are also reviewed for impairment or obsolescence when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
| Schedule of intangible assets | ||||||||||
| Useful Life | March 31, 2026 | December 31, 2025 | ||||||||
| Software development costs | $ | $ | ||||||||
| Less accumulated amortization | ( |
) | ( |
) | ||||||
| Net carrying value, software development costs | $ | $ | ||||||||
| 11 |
During each of the three months ended March 31,
2026 and 2025, the Company recognized approximately $
Future approximate annual amortization of software development costs for products being marketed at March 31, 2026, is as follows:
| Schedule of future annual amortization | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 4 – DEBT
Related Party - Salkind Loans
During September and December 2025, the Company
entered into two individual short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, for working capital purposes
(2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $
During the three months ended March 31, 2026,
Dr. Salkind loaned the Company an additional $
For the three months ended March 31, 2026
and 2025, the Company recognized approximately $
Merchant Agreements
During the year ended December 31, 2025, the Company
entered into five individual agreements with the Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements).
The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $
| 12 |
On January 28, 2026, the Company entered into
one agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with the same financial institution in
exchange for gross cash funding of approximately $
2025 Promissory Notes
In March 2025, the Company issued a promissory
note with a financial institution (Lender One) in the principal amount of $
On July 8, 2025, and July 17, 2025, the Company
issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $
On September 15, 2025, the Company issued a promissory
note in the principal amount of $
| 13 |
2026 Promissory Notes
On January 14, 2026, the Company issued a
convertible promissory note in the principal amount of $
On March 9, 2026, the Company issued a convertible
promissory note in the principal amount of $
2025 Convertible Loan Agreements
During the year ended December 31, 2025, the Company
entered into eight other individual Subscription Agreements and Convertible Promissory Notes for a total of $
2026 Convertible Loan Agreement
During the first three months ended March
31, 2026, the Company entered into a Subscription Agreement and Convertible Promissory Note for $
Other Debt
In August 2025, Company entered a financing arrangement
with their Directors and Officers (D&O) insurance provider to fund the annual $
| 14 |
Following is a summary of debt outstanding at March 31, 2026 and December 31, 2025:
| Schedule of debt outstanding | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Merchant Agreements | $ | |||||||
| Promissory Notes, Loan Agreements, and Other Debt | ||||||||
| Related Party Debt | ||||||||
| Total Debt | ||||||||
| Less: Unamortized Debt Discounts | ( | ) | ( | ) | ||||
| Total Debt, Net | $ | |||||||
The weighted average interest rate on short term borrowings outstanding
at March 31, 2026 and December 31, 2025, was
NOTE 5 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists
of 105,000,000 shares, comprised of
Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:
| · | ||
| · | ||
| · | ||
| · | ||
| · | ||
| · | ||
| · | One share of Series F Preferred Stock, | |
| · | ||
| · |
| 15 |
Rights Under Preferred Stock
The Company’s classes of preferred stock include the following provisions:
Optional Conversion Rights of Preferred Stock
| · | ||
| · | ||
| · | ||
| · | ||
| · | ||
| · |
Issuance of Common Stock for Services
During the year ended December 31, 2025, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the Consulting Agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025, common stock shares issued
under the Consulting Agreements totaled
Effective January 23, 2026, the Company entered
into a Business Development Agreement with a third-party consultant, with a service term of eleven months. Compensation under the agreement
consisted of
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
During the three months
ended March 31, 2026, the Company issued a total of
Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
| 16 |
2026 Issuances of Common Stock for Cash
During the three months ended March 31, 2026,
the Company issued a total of
NOTE 6 – STOCK OPTION PLANS AND WARRANTS
The Company maintains multiple stock-based compensation
plans (collectively, the Plans), including legacy plans under which certain awards may remain outstanding. The Company’s primary
plan is the 2023 Employee Benefit and Consulting Services Compensation Plan (the 2023 Plan), which was approved by the Board of Directors
on December 19, 2023. The 2023 Plan is substantially similar to prior plans but provides for a larger share reserve and continued flexibility
in granting equity-based awards. The 2023 Plan was amended in October 2024 and December 2025 to increase the number of shares available
for issuance to
In addition, the Company adopted the 2023 Equity
Participation Plan (the 2023 EP Plan), which was approved by the Board of Directors on April 17, 2023, and by stockholders on May 15,
2023. The 2023 EP Plan authorizes the issuance of up to
On December 31, 2025, the Board approved a further
increase in the number of shares available under the 2023 Plan to
All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 Stock Compensation. No stock options were granted during the three months ended March 31, 2026.
| Schedule of option activity | ||||||||||||||||
| Share | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | – | $ | |||||||||||||
| Cancelled & expired | $ | – | $ | |||||||||||||
| Outstanding and exercisable, March 31, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value of options outstanding
and exercisable at March 31, 2026 and December 31, 2025 is calculated as the difference between the exercise price of the underlying options
and the market price of the Company’s common stock closing price of $
As of March 31, 2026, there is
| 17 |
Warrants
No common stock warrants were issued for the three months ended March 31, 2026, and 2025.
| Schedule of warrants outstanding | ||||||||||||||||
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | – | $ | |||||||||||||
| Outstanding, March 31, 2026 | $ | $ | ||||||||||||||
NOTE 7 – LOSS PER SHARE
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, including potentially dilutive securities when dilutive.
For the three months ended March 31, 2026 and 2025, the Company reported net losses; therefore, all potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive. As a result, basic and diluted loss per share were the same for both periods presented.
The following potentially dilutive securities outstanding as of March 31, 2026 and December 31, 2025 were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive:
| Schedule of anti dilutive securities | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Convertible debt | ||||||||
| Series AAA preferred stock | ||||||||
| Series E preferred stock | ||||||||
| Total common stock equivalents | ||||||||
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Litigation
Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defended the claims. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. In September of 2025, the Company was notified that Mr. Trepeta’s appeal was denied, and the court has since dismissed the case.
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NOTE 9 – SEGMENT REPORTING
The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Company’s technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Company’s CEO, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in the customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner.
The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the three months ended March 31, 2026, and 2025:
| Schedule of segment financial information | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Less: cost of revenues | ||||||||
| Gross profit | ( | ) | ||||||
| Less: other expenses | ||||||||
| Professional fees | ||||||||
| Salaries and payroll taxes | ||||||||
| Interest expense | ||||||||
| Amortization and depreciation | ||||||||
| Technology | ||||||||
| Other segment items | ||||||||
| Insurance | ||||||||
| Advertising | ||||||||
| Other (income) expense, net | ||||||||
| Bad debt | ||||||||
| Licenses and permits | ||||||||
| Segment net loss and consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| 19 |
NOTE 10 – SUBSEQUENT EVENTS
Between April 1, 2026 and May 12, 2026, the Company issued a total of 2,040,000 shares of restricted common stock under eight individual subscription agreements at a per share price of $0.50 for total cash proceeds of $1,020,000.
In April 2026, a total of $150,000 in convertible debt principal outstanding at March 31, 2026, was converted into 150,000 shares of restricted common stock at a per share conversion rate of $1.00.
On April 29, 2026, the Company entered into an agreement for the purchase and sale of future receivables (April 2026 Merchant Agreement) with a financial institution in exchange for $275,500 in funding. A portion of the proceeds was applied to outstanding principal and interest owed under a separate Merchant Agreement in full settlement of that obligation. The new funding is to be repaid through daily payments representing 7% of future customer payments on receivables until a total of approximately $375,000 is paid. In connection with the funding, and as additional consideration, the Company issued 5,724 shares of its common stock to the financial institution in an amount equal to 5% of the new principal.
Effective May 1, 2026, the Company entered into a Consulting Agreement with a third-party consultant, with a service term of six (6) months. Compensation under the agreement included an up-front cash payment and monthly cash payments during the term of the agreement. The Company also issued 70,000 shares of the Company’s restricted common stock and warrants for the purchase of 120,000 shares of common stock at an exercise price of $0.50 per share, as of the effective date.
| 20 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company.
The information contained in this Form 10-Q and documents incorporated herein by reference are intended to update the information contained in the Company's Form 10-K for its fiscal year ended December 31, 2025 which includes our audited financial statements for the years ended December 31, 2025 and 2024 and such information presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and other information contained in such Form 10-K and other Company filings with the Securities and Exchange Commission ("SEC").
This statement contains forward-looking statements within the meaning of the Securities Act. Discussions containing such forward-looking statements may be found throughout this statement. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the matters set forth in this statement. The accompanying consolidated financial statements include the accounts of Mobiquity Technologies, Inc. (the “Company”) and its wholly owned subsidiaries.
This Quarterly Report includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain risk factors discussed in our Annual Report on Form 10-K (filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026.
Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Our Company
Mobiquity Technologies, Inc. is a next-generation advertising technology and data intelligence company focused on the programmatic advertising industry. The Company operates proprietary software platforms that enable advertisers, agencies, publishers and data owners to efficiently monetize digital advertising inventory, consumer data and audience insights.
Our technology ecosystem is built around three primary platform solutions:
| · | Advertising Technology Operating System (ATOS) | |
| · | CMOne AI Marketing Platform (formerly AdHere) | |
| · | Data Intelligence Platforms |
| 21 |
These platforms provide integrated capabilities including programmatic advertising execution, AI-driven campaign optimization, audience data analytics, publisher monetization tools.
Management believes that combining advertising execution technology with data intelligence solutions positions the Company to participate in multiple segments of the digital advertising value chain.
The Programmatic Advertising Industry
Programmatic advertising refers to the automated buying and selling of digital advertising inventory using software, data and algorithms rather than manual negotiations between advertisers and publishers.
Programmatic technology allows advertisers to target audiences in real time using data signals such as location, behavioral insights and contextual information. The automation of media buying has made programmatic advertising one of the fastest-growing segments of the digital marketing industry.
Industry sources estimate global programmatic advertising spending exceeded $595 billion in 2024 and is expected to surpass $800 billion by 2028, with the United States representing the largest market.
The industry continues to evolve toward increased use of artificial intelligence, privacy-compliant data usage and vertically integrated platforms capable of executing campaigns across multiple channels.
Strategic Positioning
Our strategy is to provide a de-fragmented advertising technology ecosystem that allows advertisers, publishers and data providers to transact within a single integrated environment.
Traditional digital advertising stacks often require multiple vendors including demand-side platforms, data management platforms, fraud detection tools, analytics software and reporting platforms. Our platforms are designed to consolidate these capabilities into a unified operating system.
Additionally, through partnerships and integrations with companies such as Context Networks (Context), the Company is expanding its presence in specialized digital advertising environments, including casino gaming networks and digital out-of-home (DOOH) media within gaming establishments.
Management believes this represents a differentiated opportunity as the Company participates in advertising networks deployed across casino environments, including slot machines, gaming floors, digital signage and hospitality venues.
Our Mission
Our mission is to help enterprises in the programmatic industry become more efficient and effective regarding the monetization of advertising, audience segments and data compliance. We do this by offering three proprietary solutions: Our ATOS platform for brands and agencies, our data intelligence platform for audience segments and targeting, and our publisher platform for privacy compliance and publisher monetization.
Our Opportunity
By combining Context’s innovation in gaming-specific advertising with Mobiquity’s expertise in geo-targeted advertising, we’re creating a first-of-its-kind platform delivering ads to slot machines in real-time Slot machine advertising technology now live with River City Amusements; beginning of a broader rollout, introducing an omni-channel ad ecosystem within casino environments (table games, card rooms, digital signage, hospitality, etc.)
| 22 |
Our Solutions
The ATOS Platform
The Advertising Technology Operating System (“ATOS”) is our core programmatic advertising platform designed to automate the buying, selling, delivery, and measurement of digital advertising inventory across mobile, desktop, connected television (CTV), and other internet-connected devices.
ATOS incorporates artificial intelligence (“AI”) and machine learning (“ML”) technologies to optimize campaign performance, automate inventory management, and improve audience targeting.
Key capabilities include:
| · | Ad serving and demand-side platform functionality | |
| · | AI-driven campaign optimization | |
| · | Audience and location targeting | |
| · | Contextual targeting and identity graph integration | |
| · | Real-time analytics and campaign reporting | |
| · | Fraud detection and inventory quality tools | |
| · | Private marketplace capabilities |
The ATOS platform consists primarily of proprietary internally developed technology supplemented by certain open-source software components.
Data Intelligence Platform - MobiExchange
Our Data Intelligence Platform, marketed as MobiExchange, provides data ingestion, normalization, and analytics capabilities designed to transform large volumes of data into actionable insights for advertisers and enterprise clients.
The platform aggregates multiple forms of data including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange enables customers to analyze audiences, develop marketing insights, and build custom data products.
MobiExchange is offered primarily as a software-as-a-service (“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.
The platform is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.
CMOne Publisher Platform (Formerly AdHere)
Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.
CMOne represents an enhanced version of the original AdHere platform and incorporates expanded functionality including:
| · | AI-assisted campaign optimization | |
| · | First-party data activation and audience segmentation | |
| · | Integrated privacy and consent management tools | |
| · | Direct advertising sales management | |
| · | Programmatic inventory monetization tools |
| 23 |
The platform addresses industry changes resulting from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data while monetizing digital inventory in a compliant manner.
Our Revenue Sources
The Company generates revenue primarily through two operating models:
Platform Licensing. Clients license one or more of our platforms on a SaaS or white-label basis and pay fees typically based on platform usage or a percentage of advertising spend.
Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.
Our customers include advertising agencies, brands, publishers, and other advertising technology companies.
Plan of Operation
Management’s strategy is focused on expanding adoption of the Company’s technology platforms while pursuing strategic partnerships that extend the reach of our advertising ecosystem.
Key areas of focus include:
| · | expansion of CMOne SaaS subscriptions | |
| · | growth of programmatic advertising volumes through ATOS | |
| · | expansion of data intelligence products through MobiExchange | |
| · | development of specialized advertising environments such as casino gaming networks | |
| · | continued integration of artificial intelligence tools across our platform ecosystem |
Management believes these initiatives position the Company to capture opportunities across multiple segments of the rapidly expanding programmatic advertising industry.
Results of Operations
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
The following table sets forth certain selected consolidated statements of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Revenues | $ | 18,440 | $ | 12,613 | ||||
| Cost of revenues | 4,354 | 31,468 | ||||||
| Gross profit (loss) | 14,086 | (18,855 | ) | |||||
| Total operating expenses | 2,000,654 | 2,126,599 | ||||||
| Loss from operations | $ | (1,986,568 | ) | $ | (2,145,454 | ) | ||
| 24 |
We generated revenues of $18,440 in the three months ended March 31, 2026, compared to $12,613 for the same period in 2025, an increase of $5,827. The Company has developed several new features which we believe will help grow revenue in 2026 and beyond.
Low revenue for the three months ended March 31, 2026 was influenced by several factors, including customer concentration, the timing of campaign launches and renewals, adoption of the Company’s newer platforms, including CMOne, and the timing of deployments associated with the Company’s partnership with Context Networks.
Although recent revenue levels have been low, management expects that future revenue growth, will be increasingly influenced by the expansion of the Company’s casino and gaming advertising network, increased adoption of AI-enabled capabilities within CMOne, and growth in programmatic advertising spend processed through ATOS. However, the timing and extent of such growth remain uncertain. Management expects that future revenue growth will depend on the Company’s ability to increase adoption of its software platforms, expand recurring SaaS and managed services revenue, and convert strategic deployments and partnerships into revenue-producing activity. However, there can be no assurance that these initiatives will generate revenue on the timing or scale expected by management, or that they will offset the decline from non-recurring political advertising revenue.
Cost of revenues was $4,354 or 24% of revenues for the first three months ended March 31, 2026, as compared to $31,468 or 249% of revenues in the same quarter of 2025. Costs of revenues include audience building, targeting features and web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of revenues.
Gross profit was $14,086, or 76% of revenues, for the first quarter of 2026 as compared to a loss of $18,855, or 149% of revenues, in the same period of 2025.
Operating expenses were $2,000,654 for the first quarter of 2026 compared to $2,126,599 in the first quarter of 2025, a decrease of $125,945. The decrease in operating costs was primarily related to decreases in professional fees of approximately $215,000 and technology expense of approximately $40,000, offset by increases in office and miscellaneous fees expense of approximately $53,000, advertising expense of approximately $39,000, and salaries expense of approximately $15,000.
Furthermore, during the three months ended March 31, 2026, the Company continued to invest in platform development, including AI and machine learning capabilities, supported integration and deployment efforts related to its strategic partnerships, and expanded business development activities.
The Company expects operating expenses to remain elevated in the near term as it continues to invest in its growth strategy. The Company’s ability to achieve operating leverage is dependent upon its ability to increase revenues, which is subject to significant uncertainty.
The loss from operations for the three months ended March 31, 2026 was $1,986,568 as compared to $2,145,454 for the same quarter in 2025. Our loss from operations decreased by approximately $159,000, driven in part by the changes in operating expenses discussed above, along with the increase in amortization of debt discount of approximately $356,000. The continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business, and the Company expects to incur operating losses in the near term as it executes its growth strategy.
Liquidity and Capital Resources
We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year ended December 31, 2025.
| 25 |
The Company had cash of $137,933 at March 31, 2026. Cash used in operating activities for the three months ended March 31, 2026, was $1,249,949. This resulted primarily from a net loss of $2,539,031 offset by amortization of capitalized software development costs of $180,116, amortization of debt discounts of $496,613, issuance of common stock and warrants for services rendered of $390,184, and an increase in accounts payable and accrued expenses of $46,340, and a decrease in prepaid expenses and other assets of $137,577. Cash used in investing activities was insignificant. Cash flows provided by financing activities consisted of $1,128,388 of net proceeds received from the sale of common stock and $303,226 related to issuance of long-term debt, offset by repayments on long-term debt of $681,052.
The Company had cash of $331,360 on March 31, 2025. Cash used in operating activities for the three months ended March 31, 2025, was $1,318,996. This resulted primarily from a net loss of $2,295,987 offset by amortization of intangibles $180,116, stock and warrants issued for services of $641,793, increase in accounts receivable of $14,784 and a decrease in prepaid expenses and other assets of $62,501. Net cash used in operating activities also increased due to a decrease in accounts payable and accrued expenses of $73,184 for the quarter. Cash flows used in investing activities were minimal. Cash flows provided by financing activities of $492,409 resulted from cash paid on debt of $322,732 offset by net proceeds received from the issuance of debt of $245,641 and net proceeds of $569,500 from the issuance of common stock.
Our company commenced operations in 1998 and was initially funded by our three founders, each of whom have made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2026 and beyond until cash flow from our proximity marketing operations becomes substantial.
Debt and Equity Transactions
For a description of debt and equity transactions for the fiscal year ending December 31, 2025, and the three months ended March 31, 2026, reference is made to the Notes to the Consolidated Financial Statements described elsewhere herein.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of each fiscal year and quarter. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due primarily to the Company’s lack of segregation of duties in the finance and accounting department similar to other companies our size, from limited accounting personnel, which also results in insufficient formal review controls.
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
There were changes in the Company’s internal control over financial reporting during the most recent fiscal quarter, which includes the integration of the new staff, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, the management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Continuing Internal Controls Remediation Efforts
During fiscal 2022 the Company identified control gaps and deficiencies. The Company continues to mitigate and remediate the gaps, deficiencies, and material weaknesses in its internal controls. The Board of Directors and The Audit Committee, as a priority, initiated these remediation activities to ensure the Company has proper internal controls over financial reporting and corporate governance. The Company had instituted independent monitoring and testing of these aforementioned controls. These procedures were applied during fiscal 2024 and will continue in fiscal 2026 as working capital permits, with mitigation and revision of controls continuing to be an ongoing process. The Company will continue to further implement detective controls as well as independent monitoring and testing of these aforementioned controls, which gives management comfort that reporting represents the financial results of the Company in all material respects.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into nine years ago in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defended the claims. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta filed a notice of appeal. In September 2025, the Company was notified that Mr. Trepeta’s appeal was denied, and the court has since dismissed the case.
ITEM 1A. RISK FACTORS
Incorporated by reference are the risk factors contained in our Form 10-K for the fiscal year ended December 31, 2025.
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ITEM 2. CHANGES IN SECURITIES
RECENT SALES OF UNREGISTERED SECURITIES
(a) For fiscal 2024 and 2025, we had no sales or issuances of unregistered capital stock, except as described below:
| Date of Sale | Title of Security | Number Sold | Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers |
Exemption from Registration Claimed |
If Option, Warrant or Convertible Security, terms of exercise or conversion | |||||
| 2024 | Common Stock | 5,708,734 shares | Shares sold for cash of $4,026,950 | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 200,000 shares | Common stock subscribed | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 225,010 shares | Services rendered | Rule 506, Section 4(2) | Not applicable | |||||
| 2024 | Common Stock | 7,684,730 shares | Conversion of Series H Preferred stock | Section 3 (a)(9) | Not applicable | |||||
| 2024 | Common stock | 749,000 shares |
Note conversion Conversion of Series H |
Section 3 (a)(9) | Not applicable | |||||
| 2024 | Common Stock | 158,840 shares | Preferred dividends | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 621,309 shares | Services rendered | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 3,160,071 shares | Shares sold for cash of $3,348,987 | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 127,320 shares | Stock issued for Investment | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 153,644 shares | Note conversion | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 276,941 shares | Warrant conversion | Section 3 (a)(9) | Not applicable | |||||
|
2025 |
Common Stock |
490,968 shares |
Original issue discount |
Section 3 (a)(9) |
Not applicable | |||||
| 2026 | Common Stock | 154,983 shares | Services rendered | Rule 506,Section 4(2) | Not applicable | |||||
| 2026 | Common Stock | 1,710,000 shares | Shares sold for cash of $1,128,388 | Rule 506,Section 4(2) | Not applicable | |||||
| 2026 | Common Stock | 10,000 shares | Original issue discount | Section 3 (a)(9) | Not applicable |
| 29 |
Issuance of Common Stock for Services
During the year ended December 31, 2025, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the Consulting Agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025, common stock shares issued under the Consulting Agreements totaled 480,000 and warrant shares issued totaled 130,000 for 2025. The fair value of the common shares issued totaled approximately $1,219,000 and the fair value of the warrants issued totaled approximately $191,000 for the year ended December 31, 2025. The exercise prices of the warrants ranged from $0.50 to $1.00 per share and are exercisable over a period ranging from three to five years. Compensation expense recognized under these Consulting Agreements for the three months ended March 31, 2026 and 2025, was approximately $136,000 and $228,000, respectively. Unamortized compensation was approximately $60,000 at March 31, 2026, and is expected to be recognized in full during the remainder of 2026. A total of 380,000 warrant shares related to the Consulting Agreements remain outstanding at March 31, 2026 and December 31, 2025.
Effective January 23, 2026, the Company entered into a Business Development Agreement with a third-party consultant, with a service term of eleven months. Compensation under the agreement consisted of 150,000 shares of the Company’s common stock issued and valued at the effective date of the agreement. The total fair value of the common stock issued was $133,500, based on a per share price of $0.89. The Company recognized approximately $109,000 in professional fees expense for the three months ended March 31, 2026 associated with the amortization of the common stock fair value.
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
During the three months ended March 31, 2026, the Company issued a total of 200,000 shares of its common stock, at a total value of $200,000, resulting from conversion of $200,000 of outstanding debt principal to common stock.
Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
2026 Issuances of Common Stock for Cash
During the three months ended March 31, 2026, the Company issued a total of 1,710,000 shares of common stock at prices ranging from $0.50 to $1.03 per share for total net cash proceeds of approximately $1,128,000.
DEBT
Related Party - Salkind Loans
During September and December 2025, the Company entered into two individual short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, for working capital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $250,000 in cash proceeds, and an original issue discount (OID) of $25,000, along with 25,000 shares of restricted common stock valued at $31,250, for a total debt discount recorded of $56,250, with maturity dates in March 2026, as amended, at which time all principal is due and payable. Principal of $100,000 is convertible at any time prior to the maturity date at a conversion price of $1.00 per common share and remains outstanding at March 31, 2026, as does the payment on $25,000 of the OID, which is due June 30, 2026.
During the three months ended March 31, 2026, Dr. Salkind loaned the Company an additional $75,000 in cash, which is due and payable on April 30, 2026. Payment of an additional $25,000 of OID associated with the transaction is due June 30, 2026.
| 30 |
For the three months ended March 31, 2026 and 2025, the Company recognized approximately $36,000 and $2,000, respectively, in interest expense related to the amortization of OID. As of March 31, 2026 and December 31, 2025, total principal outstanding was approximately $225,000 and $275,000, respectively, and total unamortized debt discount was approximately $13,000 and $23,000, respectively.
Merchant Agreements
During the year ended December 31, 2025, the Company entered into five individual agreements with the Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements). The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $1,132,000, of which approximately $457,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of other outstanding obligations with the Merchant Lender, net of other fees. Total principal remaining outstanding on the 2025 Merchant Agreements at March 31, 2026 and December 31, 2025, was approximately $250,000 and $586,000, respectively, and unamortized debt discount outstanding was approximately $69,000 and $163,000, respectively. The Company recognized approximately $95,000 in interest expense associated with the amortization of the debt discounts under the 2025 Merchant Agreements for the three months ended March 31, 2026.
On January 28, 2026, the Company entered into one agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with the same financial institution in exchange for gross cash funding of approximately $270,000, of which approximately $103,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of one of the 2025 Merchant Agreements. In connection with the funding, and as additional consideration, the Company issued shares of its common stock to the financial institution in an amount equal to 5% of the new principal, valued at approximately $5,000. Principal remaining outstanding on the January 2026 Merchant Agreement at March 31, 2026 was approximately $296,000, and unamortized debt discount outstanding was approximately $61,000. The Company recognized approximately $35,000 in interest expense associated with the amortization of the debt discount for the three months ended March 31, 2026.
2025 Promissory Notes
In March 2025, the Company issued a promissory note with a financial institution (Lender One) in the principal amount of $62,060 with an OID of approximately $9,000 (2025 Lender One Promissory Note One). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the 2025 Lender One Promissory Note One. The Company recognized approximately $2,000 in interest expense for the three months ended March 31, 2026, associated with the amortization of the total debt discount. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the 2025 Lender One Promissory Note One are convertible into shares of the Company’s common stock. All obligations under the 2025 Lender One Promissory Note One were paid in full during the three months ended March 31, 2026. Approximately $2,000 in interest expense was recognized as amortization on debt discount for the three months ended March 31, 2026.
On July 8, 2025, and July 17, 2025, the Company issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $156,000 and $258,750 (July 2025 Promissory Notes), with Maturity Dates of April 30, 2026 and July 17, 2026, respectively. Interest is charged on the principal at 10% per annum, and is payable, along with the $156,000 principal, in full at the Maturity Date of April 30, 2026. Interest under the $258,750 promissory note of $25,875 was due and payable upon execution of the promissory note, and principal is due at various dates and amounts commencing in January 2026 through July 17, 2026. The Company paid a total of $30,000 in issuance costs associated with the July 2025 Promissory Notes and OID of $33,250 associated with the $258,750 July 2025 Promissory Note, both recorded as a debt discount. Solely at the option of the Holder, all outstanding obligations under the July 2025 Promissory Notes become convertible, per terms of the agreements, into shares of the Company’s common stock. The Company made an early repayment on the $156,000 promissory note during the three months ended March 31, 2026, resulting in an early termination fee of approximately $34,000 and the reversal of remaining unamortized debt discount of approximately $5,000, which was recorded as loss on debt extinguishment on the accompanying consolidated statement of operations. The Company recognized approximately $12,000 in interest expense associated with amortization of the debt discount under the $258,750 promissory note for the three months ended March 31, 2026. Principal of $69,000, and unamortized discount of approximately $5,000, remain outstanding at March 31, 2026.
| 31 |
On September 15, 2025, the Company issued a promissory note in the principal amount of $127,650, including an OID of $27,650 (September 2025 Promissory Note). Interest is charged on the principal at 12% upon issuance of the September 2025 Promissory Note, totaling $15,318, and is payable, along with principal, at various dates and amount commencing in March 2026 through the Maturity Date in July 2026. Solely upon an event of default, and at the option of the Holder of the September 2025 Promissory Note, all outstanding amounts become convertible into shares of the Company’s common stock. The Company recognized approximately $10,000 in interest expense for the three months ended March 31, 2026, associated with amortization of the debt discount. Principal of approximately $60,000, and unamortized debt discount of approximately $5,000, remain outstanding at March 31, 2026.
2026 Promissory Notes
On January 14, 2026, the Company issued a convertible promissory note in the principal amount of $258,750, including OID of $33,750 to an unrelated third-party (January 2026 Note). The January 2026 Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the issue date. Principal and OID on January 2026 Note is payable in cash in various monthly amounts commencing in July 2026 until maturity date in January 2027. The Company paid approximately $19,000 in issuance costs, and recorded a total of $52,250 as debt discount. Solely at the option of the Holder, and commencing upon an event defined in the January 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock. The Company recognized approximately $4,000 in interest expense for the three months ended March 31, 2026 associated with the amortization of the debt discount. The full principal amount remains outstanding at March 31, 2026, along with $48,000 of unamortized debt discount.
On March 9, 2026, the Company issued a convertible promissory note in the principal amount of $115,000, including OID of $15,000 to an unrelated third-party (March 2026 Note). The March 2026 Note also includes a one-time interest charge on the principal amount of $11,500 based on a rate of 10% per annum, due at the issue date. Principal and OID on the March 2026 Note is payable in cash on the Maturity Date of March 9, 2027. The Company paid $11,000 in issuance costs, and recorded a total of $26,000 as debt discount. Solely at the option of the Holder, and commencing upon an event defined in the March 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock. The Company recognized approximately $2,000 in interest expense for the three months ended March 31, 2026 associated with the amortization of the debt discount. The full principal amount remains outstanding at March 31, 2026, along with $24,000 of unamortized debt discount.
2025 Convertible Loan Agreements
During the year ended December 31, 2025, the Company entered into eight other individual Subscription Agreements and Convertible Promissory Notes for a total of $1,295,000 in principal (2025 Convertible Notes). The unsecured loans were issued with a total of 431,682 shares of restricted common stock as original issue discount, and fair valued at approximately $597,000. Principal on the 2025 Convertible Notes is automatically convertible at a conversion price of $1.00 per common share on the maturity dates ranging from March 2026 to June 2026. Approximately $300,000 of debt discount was amortized as interest expense for the three months ended March 31, 2026. Effective March 26, 2026, $200,000 in principal was converted into 200,000 shares of common stock at a of $1.00 per share. Total principal of $1,095,000, and unamortized debt discount of approximately $188,000, remain outstanding at March 31, 2026.
2026 Convertible Loan Agreement
During the first quarter of 2026, the Company entered into a Subscription Agreement and Convertible Promissory Note for $30,000 in principal (2026 Convertible Note). The unsecured loan was issued with 10,000 shares of restricted common stock as debt discount, fair valued at $9,500. Principal on the 2026 Convertible Note is automatically convertible at a conversion price of $1.00 per common share on the maturity date in September 2026. The Company recognized approximately $2,000 in interest expense associated with the amortization of the debt discount for the three months ended March 31, 2026 with approximately $8,000 of unamortized debt discount outstanding at March 31, 2026, along with the full principal amount.
| 32 |
Other Debt
In August 2025, Company entered a financing arrangement with their Directors and Officers (D&O) insurance provider to fund the annual $150,000 premium related to the Company’s D&O insurance policy. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed at an annual financing rate of 7.81%, which includes nine monthly payments of premium principal and interest of $3,693 commencing September 30, 2025, with final payment due May 31, 2026. Premium principal remaining outstanding under both the 2024 and 2025 financing arrangements was $25,000 and $62,500 at March 31, 2026 and December 31, 2025, respectively.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026,
no director or officer of the Company
ITEM 6. EXHIBITS
| Exhibit | ||
| Number | Exhibit Title | |
| 2.1 | Agreement and Plan of Merger dated November 20, 2018 between Mobiquity Technologies, Inc., Glen Eagles Acquisition LP, Avng Acquisition Sub, LLC, Advangelists, LLC, and Deepankar Katyal as Member Representative (the “Advangelists Merger Agreement”) (Incorporated by reference to Form 8-K dated December 11, 2018.) | |
| 2.2 | First Amendment to the Advangelists Merger Agreement dated December 6, 2018 (Incorporated by reference to Form 8-K dated December 11, 2018.) | |
| 2.3 | Membership Interest Purchase Agreement dated as of April 30, 2019 between Mobiquity Technologies, Inc. and Glen Eagles Acquisition LP (Incorporated by reference to Form 8-K dated April 30, 2019.) | |
| 2.4 | Membership Interest Purchase Agreement, effective as of May 8, 2019 between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.) | |
| 2.5 | Assignment and Assumption Agreement effective as of May 8, 2019 between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.) | |
| 2.6 | Stock Purchase Agreement, effective as of September 13, 2019, by and between Mobiquity Technologies, Inc. and GBT Technologies, Inc. (Incorporated by reference to Form 8-K dated September 13, 2019.) | |
| 2.7 | Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Dr. Gene Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.) | |
| 2.8 | Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Marital Trust GST Subject U/W/O Leopold Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.) | |
| 2.9 | Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) |
| 33 |
| Exhibit | ||
| Number | Exhibit Title | |
| 2.10 | Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 2.11 | Securities Purchase Agreement dated December 30, 2022 with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) | |
| 3.1 | Certificate of Incorporation filed March 26, 1998 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.2 | Amendment to Certificate of Incorporation filed June 10, 1999 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.3 | Amendment to Certificate of Incorporation approved by stockholders in 2005 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.4 | Amendment to Certificate of Incorporation dated September 11, 2008 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.5 | Amendment to Certificate of Incorporation dated October 7, 2009 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.6 | Amendment to Certificate of Incorporation dated May 18, 2012 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.7 | Amendment to Certificate of Incorporation dated September 10, 2013 (Incorporated by reference to Registrant’s Form 8-K filed on September 11, 2013.) | |
| 3.8 | Amendment to Certificate of Incorporation filed December 22, 2015 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2015.) | |
| 3.9 | Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.) | |
| 3.10 | Amendment to Certificate of Incorporation dated February 28, 2017 (Incorporated by reference to Form 8-K dated March 1, 2017.) | |
| 3.11 | Amendment to Certificate of Incorporation dated September 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.12 | Amendment to Certificate of Incorporation dated February 2019 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.13 | Amendment to Certificate of Incorporation dated December 17, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.14 | Amendment to Certificate of Incorporation dated December 4, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.15 | Restated Certificate of Incorporation dated July 16, 2019 (Incorporated by reference to Form 8-K dated July 15, 2019.) | |
| 3.16 | Amendment to Certificate of Incorporation-Series dated September 23, 2019 *** | |
| 3.17 | Amendment to Certificate of Incorporation dated August 24, 2020*** | |
| 3.18 | Amendment to Restated Certificate of Incorporation dated June 15, 2023***** | |
| 3.19 | Amended By-Laws (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.20 | 2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.) | |
| 3.21 | November 2021 Amendment to By-Laws**** | |
| 3.22 | Amendment No. 3 to Bylaws (Incorporated by reference to Form 8-K filed with the SEC on May 16, 2023.) | |
| 3.23 | Amendment to Certificate of Incorporation dated November 27, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) | |
| 3.24 | Amendment to Certificate of Incorporation dated December 28, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) |
| 34 |
| Exhibit | ||
| Number | Exhibit Title | |
| 4.11 | Promissory Note in favor of Talos Victory Fund, LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 4.12 | Promissory Note in favor of Blue Lake Partners LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 4.13 | Common Stock Purchase Warrant dated September 20, 2021 issued to Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 4.14 | Common Stock Purchase Warrant dated September 20, 2021 issued to Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 4.15 | Form of 2021 Representative’s warrant*** | |
| 4.16 | Form of 2021 Warrant Agent Agreement by and between the Company and Continental Stock Transfer & Trust Company*** | |
| 4.17 | Form of 2021 Warrant (Annex C to the Form of Warrant Agent Agreement attached as Exhibit 4.16)*** | |
| 4.18 | Form of Representative’s Warrant*** | |
| 4.19 | Form of Series 2023 Warrant*** | |
| 4.20 | Form of Pre-funded Warrant(Form 2023)*** | |
| 4.21 | Form of Investor Convertible Debt Subscription Agreement (5% Original Issue Discount)*** | |
| 4.22 | Form of Investor Convertible Debt Subscription Agreement (10% Original Issue Discount)*** | |
| 4.23 | Form of Investor Convertible Debt Subscription Agreement (10% Annual Interest)*** | |
| 4.24 | Promissory Note dated December 30, 2022 issued to Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) | |
| 4.25 | Amendment dated February 7, 2023 to Promissory Note dated December 30, 2022 issued to Walleye**** | |
| 4.26 | Warrant dated December 30, 2022 issued to Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) | |
| 4.27 | Form of Pre-funded Warrant for the Offering***** | |
| 4.28 | Amendment dated February 13, 2023 to Promissory Note dated December 30, 2022 issued to Walleye***** | |
| 4.29 | Strata Purchase Agreement with ClearThink LLC (Incorporated by reference to S-1 registration statement filed with the SEC on July 23, 2025) | |
| 4.30 | Registration Rights Agreement with ClearThink LLC (Incorporated by reference to S-1 registration statement filed with the SEC on July 23, 2025) | |
| 10.1 | Employment Agreement dated April 2, 2019 – Dean L. Julia (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.) | |
| 10.2 | Employment Agreement dated April 2, 2019 – Sean Trepeta (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.) | |
| 10.3 | Employment Agreement dated April 2, 2019 – Paul Bauersfeld (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.) | |
| 10.4 | Employment Agreement dated January 4, 2022 – Deepanker Katyal (Incorporated by reference to Form 10-K filed with the SEC on March 30, 2022) | |
| 10.5 | Security Agreement and Subsidiary Guarantee with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) |
| 35 |
| Exhibit | ||
| Number | Exhibit Title | |
| 19.1 | Insider Trading Policy (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024) | |
| 21.1 | Subsidiaries of the Issuer (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 31.1 | Rule 13a-14(a) Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Rule 13a-14(a) Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification Pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Certification Pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 99.2 | Amendment to 2005 Plan (Incorporated by reference to the Registrant’s Form 10-QSB/A filed with the Commission on August 15, 2005.) | |
| 99.3 | 2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.) | |
| 99.4 | 2018 Employee Benefit and Consulting Services Compensation Plan. (Incorporated by reference to Definitive Proxy Statement filed with the SEC on January 11, 2019.) | |
| 99.5 | 2021 Employee Benefit and Consulting Compensation Plan*** | |
| 99.6 | 2023 Equity Participation Plan (Incorporated by reference to Definitive Proxy Statement filed with the SEC on April 18, 2023.) | |
| 99.7 | 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2023.) | |
| 99.8 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024) | |
| 99.9 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2025) | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline Document, XBRL Taxonomy Extension * | |
| 101.CAL | Inline Calculation Linkbase, XBRL Taxonomy Extension Definition * | |
| 101.DEF | Inline Linkbase, XBRL Taxonomy Extension Labels * | |
| 101.LAB | Inline Linkbase, XBRL Taxonomy Extension * | |
| 101.PRE | Inline Presentation Linkbase * |
| _______________ |
| * | Filed herewith. |
| ** | To be filed by amendment |
| *** | Previously filed under Form S-1 Registration Statement, File No. 333-260364. |
| **** | Previously filed under Form S-1 Registration Statement File No. 333-269293. |
| ***** | Previously filed under Form S-1 Registration Statement File No. 333-272572. |
| 36 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MOBIQUITY TECHNOLOGIES, INC. | ||
| Date: May 15, 2026 | By: | /s/ Dean L. Julia |
| Dean L. Julia, | ||
| Principal Executive Officer | ||
| Date: May 15, 2026 | By: | /s/ Sean McDonnell |
| Sean McDonnell, | ||
| Principal Financial Officer | ||
| 37 |