SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Mobiquity Technologies, Inc. |
(Name of Issuer) |
Common Stock, par value 0.0001 per share |
(Title of Class of Securities) |
60743F 607 |
(CUSIP Number) |
Steven Morse, Esq.
Morse & Morse, PLLC
2100 Deer Park Avenue, Ste. 1A
Deer Park, New York 11729
(516) 487-1446 |
(Name, address and telephone number of person
authorized to receive notices and communications) |
November 7, 2023 |
(Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f)
or Rule 13d-1(g), check the following box .☐
NOTE: Schedules filed in paper format
shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
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*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes)
CUSIP No.
60743F 607 |
SCHEDULE 13D |
Page 2 of 5 Pages |
1 |
NAME OF REPORTING PERSONS
Gene Salkind
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS
PF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF |
7 |
SOLE VOTING POWER
|
3,456,425 |
SHARES
BENEFICIALLY |
8 |
SHARED VOTING POWER
|
0 |
OWNED BY
EACH |
9 |
SOLE DISPOSITIVE POWER
|
3,456,425 |
REPORTING
PERSON WITH |
10 |
SHARED DISPOSITIVE POWER
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,456,425
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /x/
Excludes warrants to purchase 96,100 shares at exercises prices
of at least $60 per share. |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.2% (1)
|
14 |
TYPE OF REPORTING PERSON
IN
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(1) |
Based upon 2,738,333 common shares outstanding on November 13, 2023 as reported in the Company’s Form 10Q filing for the quarter ended September 30, 2023. |
CUSIP No.
60743F 607 |
SCHEDULE 13D |
Page 3 of 5 Pages |
ITEM 1. Security and Issuer.
The securities to which this Schedule 13D relates are the common
shares, $0.0001 par value per share (“Common Shares”) of Mobiquity Technologies, Inc., a New York corporation (the “Issuer”).
The address of the executive offices of the Issuer is 35 Torrington Lane, Shoreham, NY 11766.
ITEM 2. Identity and Background.
(a) – (c) This Statement is filed by Gene Salkind, with an address
c/o of 35 Torrington Lane, Shoreham, NY 11766. Dr. Salkind is a practicing neurosurgeon in Pennsylvania.
(d) - (e) During the last
five years, Dr. Salkind has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has
he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding violations with respect to such laws.
(f) Mr. Salkind is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
Dr. Salkind, his wife, and a family trust used their personal funds
to make investments in the Issuer over the last several years.
ITEM 4. Purpose of Transaction.
Dr. Salkind is Chairman of the Board of the Issuer and a principal stockholder.
The purpose of the transaction described in Item 5 is to increase the Company’s stockholders equity over $2.5 million to ensure
compliance with NASDAQ Capital Market maintenance requirements and to provide working capital to the Issuer.
Except as described above, Mr. Salkind presently has no plans or proposals
which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4
of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Dr. Salkind, his wife, and a family
trust beneficially own 448,535 common shares of the Issuer and Series G Preferred Stock convertible into 3,007,890 common shares for an
aggregate beneficial ownership interest of 60.2%. The foregoing excludes outstanding warrants owned by him to purchase 96,100 common shares
at exercises prices of at least $60 per share.
CUSIP No.
60743F 607 |
SCHEDULE 13D |
Page 4 of 5 Pages |
(c) During the last 60 days, the following issuances of the Issuer’s
securities were made to Dr. Salkind:
Effective November 7, 2023,
the Company closed on three Subscription Agreements for the sale of a combined 300,789 shares of its newly designated Series G Preferred
Stock to parties associated with Gene Salkind (Preferred Shareholders), for total proceeds of $1,200,000 plus conversion of principal
and accrued interest from the October 2023 Loan of $303,495, resulting in an increase in shareholders’ equity of $1,503,495. Each
share of the Series G Preferred Stock is convertible by the Preferred Shareholders at any time after issuance into ten (10) shares of
the Company’s Common Stock, or $0.50 per Common Share (Conversion Ratio). The Series G Preferred Stock will automatically convert
at the same Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $5.00 per share for ten (10)
consecutive trading days. The Company will pay annualized dividends equal to twenty percent (20%) of the subscription price of the Series
G Preferred Stock, payable monthly commencing January 2, 2024, in either cash or shares of Common Stock, at the option of the Preferred
Shareholders. Should the cash option be elected, the Company may determine that such dividend shall be paid through the issuance of a
one-year fifteen percent (15%) promissory note, secured by all assets of the Company.
Prior to November 7, 2023, the Company’s compensation
committee approved a one year consulting agreement to issue 150,000 restricted shares of common stock to Gene Salkind, Chairman of the
Board.
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationship with Respect to the Securities of the Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Dr. Salkind and any person with respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. Materials to be filed
as Exhibits.
Not applicable.
CUSIP No.
60743F 607 |
SCHEDULE 13D |
Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: November 17, 2023 |
By: |
/s/ Dr. Gene Salkind |
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Dr. Gene Salkind |
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