UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-12 |
MOBIQUITY TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name(s) of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
MOBIQUITY TECHNOLOGIES, INC.
35 Torrington Lane
Shoreham, NY 11786
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of Mobiquity Technologies,
Inc.
You
are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Mobiquity Technologies,
Inc. (the “Company”) to be held on Thursday, December 14, 2023 at 9:00 a.m. Eastern Standard Time. We are planning to
hold our December 2023 Special Meeting virtually via the Internet at https://www.cstproxy.com/mobiquitytechnologies/sms2023
or via telephone access (listen-only) as follows: within the U.S. and Canada: 1 800-450-7155 (toll-free), or outside of the U.S. and
Canada: +1 857-999-9155 (standard rates apply). You will not be able to attend the Special Meeting at a physical location. At the
Special Meeting, stockholders will act on the following matter:
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To approve for purpose of complying with Nasdaq Listing Rule 5550(a)(2), granting the Board of Directors discretionary authority to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock for the purpose of meeting the NASDAQ Capital Markets (“NasdaqCM”) minimum price for continued listing of at least $1.00 per share (Proposal No. 1); |
Only stockholders of record
at the close of business on November 30, 2023 are entitled to receive notice of and to vote at the Special Meeting or any postponement
or adjournment thereof.
Your vote is important. Whether
or not you plan to attend the Special Meeting, please vote electronically via the Internet or by telephone, or, if you requested paper
copies of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed
postage-paid envelope. If you attend the Special Meeting virtually and prefer to vote at the Special Meeting, you may do so even if you
have already voted your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been
voted at the Special Meeting.
IMPORTANT NOTICE OF AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON DECEMBER 14, 2023.
Our proxy materials including our Proxy Statement
for the December 2023 Special Meeting and proxy card are available on the Internet at https://www.cstproxy.com/mobiquitytechnologies/sms2023.
Under Securities and Exchange Commission rules, we are providing access to our proxy materials by notifying you of the availability of
our proxy materials on the Internet.
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By Order of the Board of Directors |
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/s/ Dean L. Julia |
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Chief Executive Officer |
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December 1, 2023 |
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Shoreham, New York |
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If you have any questions or require any assistance
in voting your shares, please call:
Continental Stock Transfer & Trust Company,
1 State Street Plaza, 30th Floor, New York 10004
Phone number: 917-262-2373 |
TABLE OF CONTENTS
MOBIQUITY TECHNOLOGIES, INC.
PROXY STATEMENT
FOR THE DECEMBER 2023 SPECIAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
This proxy statement contains
information related to the Special Meeting of Stockholders to be held on December 14, 2023 at 9:00 a.m. Eastern Standard Time (the “Special
Meeting”). We are planning to hold the Special Meeting virtually via the Internet, or at such other time and place to which the
Special Meeting may be adjourned or postponed. In order to attend our Special Meeting, you must log in to https://www.cstproxy.com/mobiquitytechnologies/sms2023,
using the password provided in the proxy card included in the proxy materials, or call within the U.S. and Canada: 1 800-450-7155 (toll-free),
or outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) for telephone access (listen-only) to access the meeting using
the telephone conference code provided in the proxy card included in the proxy materials. Attendees will need to register prior to the
meeting in order to receive access to the meeting.
Proxies for the Special Meeting
are being solicited by our Board. This proxy statement is first being made available to stockholders on or about December 1, 2023.
Important Notice of Availability
of Proxy Materials for the Special Meeting of Stockholders to be held on December 14, 2023.
Our proxy materials including
our Notice of Internet Availability of Proxy Materials, Proxy Statement for the December 2023 Special Meeting and proxy card are available
on the Internet at https://www.cstproxy.com/mobiquitytechnologies/sms2023. Under Securities and Exchange Commission rules, we are
providing access to our proxy materials by notifying you of the availability of our proxy materials on the Internet.
In this Proxy Statement, the
terms the “Company,” “we,” “us,” “our” and “Mobiquity” refer to Mobiquity
Technologies, Inc. The mailing address of our principal executive offices is Mobiquity Technologies, Inc., 35 Torrington Lane, Shoreham,
NY 11786.
About the Meeting
Why are we calling this Special Meeting?
We are calling the Special
Meeting to seek the approval of our stockholders:
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To approve a proposal to comply with Nasdaq Listing Rule Section 5550(a)(2); |
What are the Board’s recommendations?
Our Board believes that Proposal
No. 1 listed above is advisable and in the best interests of the Company and our stockholders and recommends that you vote FOR this
proposal. If you are a stockholder of record and you return a properly executed proxy card or vote by proxy over the Internet but do not
mark the boxes showing how you wish to vote, your shares will be voted in accordance with the recommendations of the Board, as set forth
above. With respect to any other matter that properly comes before our Special Meeting, the proxy holders will vote as recommended by
the Board or, if no recommendation is given, at their own discretion.
Who is entitled to vote at the meeting?
Only holders of record of
our common stock and Series G Preferred Stock at the close of business on the record date, November 30, 2023, are entitled to receive
notice of the Special Meeting and to vote either class of our capital stock that they held on that date at the meeting, or any postponement
or adjournment of the meeting. As of the record date, there were 2,738,333 shares of our common stock and _____ shares of Series G Preferred
Stock outstanding with each share of Series G Preferred Stock having the voting rights (and for attendance purposes will count towards
having a quorum) of ten shares of common stock. Gene Salkind, Chairman of the Board of the Company, owns 448,535 common shares and 300,789
shares of Series G Preferred Stock with the voting rights of 3,007,890 common shares for a total of 3,456,425 votes of shares to be voted
at the meeting. It is anticipated that Gene Salkind will vote in favor of Proposal No. 1 ensuring the passage of this proposal.
Who can attend the meeting?
All stockholders as of the
record date, or their duly appointed proxies, may attend the Special Meeting. Attendance at the Special Meeting shall solely be via the
Internet at https://www.cstproxy.com/mobiquitytechnologies/sms2023, using the password provided in the proxy card included in the proxy
materials, or via telephone access (listen-only) within the U.S. and Canada: 1 800-450-7155 (toll-free), or outside of the U.S. and Canada:
+1 857-999-9155 (standard rates apply) using the telephone conference code provided in the proxy card included in the proxy materials.
Stockholders will not be able to attend the Special Meeting at a physical location. Attendees will need to register prior to the meeting
in order to receive access to the meeting.
The live webcast of the Special
Meeting will begin promptly at 9:00 a.m. Eastern Standard Time. Online access to the audio webcast will open approximately 30 minutes
prior to the start of the Special Meeting to allow time for our stockholders to log in and test their devices’ audio system. We
encourage our stockholders to access the meeting in advance of the designated start time.
An online portal will be available
to our stockholders at https://www.cstproxy.com/mobiquitytechnologies/sms2023 commencing approximately on or about December 1, 2023. By
accessing this portal, stockholders will be able to vote in advance of the Special Meeting. Stockholders may also vote, and submit questions,
during the Special Meeting. To demonstrate proof of stock ownership, you will need to enter the control number received with your Notice
of Internet Availability of Proxy Materials, proxy card or voting instruction form to submit questions and vote at our Special Meeting.
If you hold your shares in “street name” (that is, through a broker or other nominee), you will need authorization from your
broker or nominee in order to vote. We intend to answer questions submitted during the meeting that are pertinent to the Company and the
items being brought for stockholder vote at the Special Meeting, as time permits, and in accordance with the Rules of Conduct for the
Special Meeting. To promote fairness, efficiently use the Company’s resources and ensure all stockholder questions are able to be
addressed, we will respond to no more than two questions from a single stockholder. We have retained Continental Stock Transfer &
Trust Company to host our virtual Special Meeting and to distribute, receive, count and tabulate proxies.
What constitutes a quorum?
The presence at the Special
Meeting, in person or by proxy, of 33 1/3% of the votes of the issued and outstanding shares of our common stock and Series G Preferred
Stock entitled to vote at the Special Meeting will constitute a quorum for our meeting. Signed proxies received but not voted and broker
non-votes will be included in the calculation of the number of shares considered to be present at the meeting.
How do I vote?
Your vote is important. On
or about December 1, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) as well
as the full set of proxy materials to all stockholders of record on our books at the close of business on the record date and will post
our proxy materials at https://www.cstproxy.com/mobiquitytechnologies/sms2023.
You may vote on the Internet,
by telephone, by mail or by attending the Special Meeting and voting electronically (or by ballot if the meeting is held at our offices),
all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number
and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not
need to return your proxy card or voting instruction card.
Vote on the Internet
If you are a stockholder
of record, you may submit your proxy by going to https://www.cstproxy.com/mobiquitytechnologies/sms2023, using the password provided
in the proxy card included in the proxy materials, and following the instructions on that website. If your shares are held with a broker,
you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction
card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly
recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials. Internet voting facilities
will be available 24 hours a day until 11:59 p.m., Eastern Standard Time, on Wednesday, December 13, 2023; and then again during the
meeting.
Vote by Telephone
If you are a stockholder of
record, you can also vote by telephone by dialing within the U.S. and Canada: 1 800-450-7155 (toll-free), or outside of the U.S. and Canada:
+1 857-999-9155 (standard rates apply), using the access code provided in the proxy card included in the proxy materials, and following
the recorded instructions. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting
instruction card. Have your proxy card or voting instruction card in hand when you call. Telephone voting facilities will be available
24 hours a day until 11:59 p.m., Eastern Standard Time, on Wednesday, December 13, 2023; and then again during the meeting.
Vote by Email
You may sign, date, scan and
email your scanned Proxy Card to proxy@continentalstock.com until 11:59 p.m., Eastern Standard Time, on Wednesday, December 13, 2023.
Vote by Mail
You may choose to vote by
mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided.
If the envelope is missing and you are a stockholder of record, please mail your completed proxy card Continental Stock Transfer &
Trust Company, 1 State Street Plaza, 30th Floor, New York, NY 10004, Attention: Proxy Department. If the envelope is missing
and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow
sufficient time for mailing if you decide to vote by mail as it must be received by 11:59 p.m. Eastern Standard Time, on Wednesday, December
13, 2023. Please note that you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote
on the Internet.
Voting at the Special Meeting
You will have the right to
vote at the Special Meeting.
You will have the right to
vote on the day of, or during, the Special Meeting at https://www.cstproxy.com/mobiquitytechnologies/sms2023 using the process described
above under “Vote on the Internet”, or by telephone by dialing within the U.S. and Canada: 1 800-450-7155 (toll-free),
or outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply), using the process described above under “Vote by Telephone”,
but the website or telephone system will only record votes from attending stockholders,. To demonstrate proof of stock ownership,
you will need to enter the control number received with your proxy card to vote at our Special Meeting.
Even if you plan to attend
our Special Meeting remotely, we recommend that you also submit your proxy as described above so that your vote will be counted if you
later decide not to attend our Special Meeting.
The shares voted electronically,
telephonically, or represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Special
Meeting.
What if I vote and then change my mind?
You may revoke your proxy
at any time before it is exercised by:
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filing with our CEO a notice of revocation; |
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submitting a later-dated vote by telephone or on the Internet; |
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sending in another duly executed proxy bearing a later date; or |
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attending the Special Meeting remotely and casting your vote in the manner set forth above. |
Your latest vote will be the vote that
is counted.
What is the difference between holding shares
as a stockholder of record and as a beneficial owner?
Many of our stockholders hold
their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some
distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered
directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those
shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote
at the Special Meeting.
Beneficial Owner
If your shares are held in
a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these
proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder
of record. As the beneficial owner, you have the right to direct your broker as to how to vote and are also invited to attend the Special
Meeting. However, because you are not the stockholder of record, you may not vote these shares unless you obtain a signed proxy from the
record holder giving you the right to vote the shares. If you do not vote your shares or otherwise provide the stockholder of record with
voting instructions, your shares may constitute broker non-votes. The effect of broker non-votes is more specifically described in “What
vote is required to approve each proposal?” below.
What vote is required to approve Proposal
No. 1?
On November 30, 2023 (the
“Record Date”) there were 2,738,333 shares of common stock outstanding, and _____ shares of Series G Preferred Stock with
the voting rights and quorum participation rights of 10 shares of common stock for each share of Series G Preferred Stock, for an aggregate
of _____ votes of shares (when combining both the common shares and shares underlying the Series G Preferred Stock). The holders of a
33 1/3% of the voting power of the common stock and Series G Preferred Stock issued and outstanding on the record date must be present,
in person or by proxy, at the Special Meeting in order to have the required quorum for the transaction of business. Pursuant to New York
corporate law, abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. Since Gene
Salkind, our Chairman, will have the voting rights of 3,456,425 shares (inclusive of common stock and common stock underlying the Series
G Preferred Stock), which represents approximately 60.2% of the votes of the stock entitled
to vote at the meeting, it is anticipated that a quorum will be present.
With respect to Proposal No.1,
to approve a proposal to comply with Nasdaq Listing Rule 5550(a)(2), the affirmative vote of the combined majority of the issued and outstanding
shares of common stock and Series F Preferred Stock entitled to vote at the meeting is required to approve this Proposal. Accordingly,
any abstentions and non-broker votes may affect the outcome of Proposal No. 1.
Holders of the capital stock
will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the meeting.
What are “broker non-votes”?
Banks and brokers acting as
nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine” by the
New York Stock Exchange, but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine”
by the New York Stock Exchange. The determination of which proposals are deemed “routine” versus “non-routine”
may not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it
is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.
A broker “non-vote”
occurs when a proposal is deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary
voting authority with respect to the matter being considered and has not received instructions from the beneficial owner.
Under the applicable rules
governing such brokers, we believe Proposal No. 1 to approve a proposal to comply with Nasdaq Listing Rule 5550(a)(2) is likely to be
considered “non-routine”, which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions
from you. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares for
these proposals.
If your shares are held of
record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish
your shares to be voted so you may participate in the stockholder voting on these important matters.
How are we soliciting this proxy?
We are soliciting this proxy
on behalf of our Board and will pay all expenses associated therewith. Some of our officers and other employees also may, but without
compensation other than their regular compensation, solicit proxies by mail or personal conversations, or by telephone, facsimile or other
electronic means.
In addition, we have engaged
Continental Stock Transfer & Trust Company to assist in the solicitation of proxies and provide related informational support, for
a services fee, which is not expected to exceed $7,500.
We will also, upon request,
reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses
for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Gene Salkind, Chairman of
the Board of the Company, owns 448,535 common shares, and 300,789 shares of Series G Preferred Stock with the voting rights of 3,007,890
common shares (ten votes per share of Series G Preferred Stock) for a total of 3,456,425 votes (or 60.2%
of the votes) to be voted at the meeting. It is anticipated that Gene Salkind will vote in favor of Proposal No. 1 ensuring the passage
of this proposal. None of the other Company’s officers and directors have more than a nominal number of shares of common stock that
can be voted at the meeting. Further, the Company is not aware of any 5% or greater stockholder (common or Series G Preferred).
PROPOSAL NO. 1: TO APPROVE AN AMENDMENT OF THE
COMPANY’S RESTATED CERTIFICATE
OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
OF THE COMPANY’S COMMON STOCK
FOR THE PURPOSE OF MEETING THE NASDAQ CAPITAL
MARKETS (“NASDAQCM”)
MINIMUM PRICE FOR CONTINUED LISTING OF AT LEAST
$1.00 PER SHARE
General
On December 8, 2021, the Company’s
common stock and warrants commenced trading on the NasdaqCM under the symbols “MOBQ” and MOBQW,” respectively. In order
to maintain NasdaqCM listing of the Company’s securities, NASDAQ requires the Company to meet certain continued listing requirements.
Under Nasdaq Listing Rule Section 5550(a)(2), the Company is required to maintain a minimum price for continued listing of at least $1.00
per share. The Proposal described below for which management is requesting stockholder approval and, if approved by stockholders, will
permit management to amend its Restated Certificate of Incorporation to effectuate a discretionary reverse stock split (“Reverse
Split”) to attempt to obtain a stable trading price for the Company’s common stock on NasdaqCM of at least $1.00 per share.
If a Reverse Split is effectuated, the number of authorized shares of capital stock, which currently consists of 100 million shares of
common stock and 5 million shares of preferred stock, each with a par value of $.0001 will remain unchanged. Management is proposing that
shareholders authorize a discretionary Reverse Split which ranges from a split of 1-for-2 through 1-for-4. Management is hopeful, although
no assurances can be given in this regard, that a Reverse Split will not be necessary to meet the continued listing requirements of Rule
Section 5550(a)(2), as it is management’s intention to delay any Reverse Split for such period of time as permitted by NasdaqCM.
Effecting the Reverse Split
requires that Article FOURTH of our Restated Certificate of Incorporation be amended to include a reference to the Reverse Split. The
additional text added to Article FOURTH is attached as Annex A to this Proxy Statement. If approved, the Certificate
of Amendment will be effective upon the filing of the Certificate of Amendment (or on such date and time as specified therein) in the
form attached as Annex A with the Department of State of the State of New York with such filing to occur, if at all,
at the sole discretion of the Board.
If the Board determines to
effect the Reverse Split, the intent is to increase the stock price of our common stock to a level sufficiently above $1.00 per share.
In the event the Company’s common stock is no longer trading on the NasdaqCM and commences trading in the OTC Markeplace at a price
below $$1.00 per share, it would be considered a penny stock. The SEC has adopted regulations that generally define “penny stock”
to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The
market price of our common stock is less than $5.00 per share and, therefore, is designated as a “penny stock” according to
SEC rules, unless our common shares continues to trade on the NasdaqCM. The penny stock designation would require any broker or dealer
selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and
determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of investors to sell their common shares. Penny stocks investing is also referred
to as high risk investing. And that has a lot to do with the fact that it’s easy to purchase these stocks but selling them back
is a different story. As a result, many consider the low liquidity of penny stocks to be one of their major disadvantages.
One principal effect of the
Reverse Split would be to decrease the number of outstanding shares of our common stock. Except for de minimus adjustments that may result
from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders since
each stockholder would hold the same percentage of our common stock outstanding immediately following the Reverse Split as such stockholder
held immediately prior to the Reverse Split. The relative voting and other rights that accompany the shares of common stock would not
be affected by the Reverse Split. The table below sets forth the number of shares of our common stock outstanding before and after the
Reverse Split based on 2,738,333 shares of common stock outstanding as of November 30, 2023.
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Prior to the
Reverse Split |
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Assuming a one-for-
2 Reverse Split |
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Assuming a one-for-
4 Reverse Split |
Aggregate Number of Shares of common stock |
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___ |
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Although the Reverse Split
will not have any dilutive effect on our stockholders, the proportion of shares owned by our stockholders relative to the number of shares
authorized for issuance will decrease because the Reverse Split do not proportionately reduce the current authorized number of shares
of capital stock. The remaining authorized shares of common stock and Preferred Stock may be used for various purposes, including, without
limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing
strategic relationships with other companies and expanding our business through the acquisition of other businesses or products. We do
not currently have any plans, proposals or arrangements to issue any of the newly available authorized shares that result from the Reverse
Split for any purposes, as the Company currently has sufficient authorized shares to be issued in connection with any planned capital
raise or outstanding convertible derivative securities.
The Reverse Split is not part
of a broader plan to take us private.
Reasons for the Reverse Split
On December 8, 2021, the Company’s
common stock and warrants commenced trading on the NasdaqCM under the symbols “MOBQ” and MOBQW,” respectively. In order
to obtain NasdaqCM listing of the Company’s securities, NASDAQ requires the Company to meet certain continued listing requirements.
Under NasdaqCM Listing Rule Section 5550(a)(2), the Company is required to maintain a minimum price for continued listing of at least
$1.00 per share.
On January 13, 2023, the Company
received a letter from The Nasdaq Stock Market stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because
the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq’s
Listing Rules, the Company has a 180 day grace period, until July 12, 2023, which has been extended to January 9, 2024, during which the
Company may regain compliance if the bid price of its common stock closes at $1.00 per share or more for a minimum of ten consecutive
business days.
As of the close of business
on November __, 2023, the Company’s common stock had a closing sales price of $0.___ per share, which is substantially below the
minimum price for continued listing of at least $1.00 per share. By effectuating a Reverse Split, management’s sole objective would
be to meet the aforementioned continued listing requirement.
If our common stock ceases
to be listed for trading on the NasdaqCM, we would expect that our common stock would be traded on one of the three tiered marketplaces
of the OTC Markets Group. If Nasdaq were to delist our common stock, we believe that it may be more difficult for our stockholders to
dispose of our common stock or 2021 Warrants and more difficult to obtain accurate price quotations on our common stock or 2021 Warrants.
The delisting of the Company’s common stock from Nasdaq could have a material adverse effect on the Company’s access to capital
markets, and any limitation on market liquidity or reduction in the price of its common stock as a result of that delisting would adversely
affect the Company’s ability to raise capital on terms acceptable to the Company, if at all.
We cannot assure you that
our Board will ultimately determine to effect the Reverse Split or if effected, that the Reverse Split will have any of the desired effects
described above. More specifically, we cannot assure you that after the Reverse Split the market price of our common stock will increase
proportionately to reflect the ratio for the Reverse Split, that the market price of our common stock will not decrease to its pre-split
level below $1.00 per share, that our market capitalization will be equal to the market capitalization before the Reverse Split, or that
our common stock will maintain a price above $1.00 per share.
Potential Disadvantages of the Reverse Split
As noted above, the principal
purpose of the Reverse Split would be to help increase the per share market price of our common stock above $1.00 per share. We cannot
assure you, however, that the Reverse Split will accomplish this objective for any meaningful period of time. While we expect that the
reduction in the number of outstanding shares of common stock will increase the market price of our common stock, we cannot assure you
that the Reverse Split will increase the market price of our common stock by an equivalent multiple, or result in any permanent increase
in the market price of our common stock. The price of our common stock is dependent upon many factors, including our business and financial
performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately
as a result of the Reverse Split, then the value of our Company as measured by our stock capitalization will be reduced, perhaps significantly.
The number of shares held
by each individual stockholder would be reduced if the Reverse Split is implemented. This will increase the number of stockholders who
hold less than a “round lot,” or 100 shares. Transaction costs to stockholders selling “odd lots” are typically
higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing stockholders in the event
they wish to sell all or a portion of their position.
Although our Board believes
that the decrease in the number of shares of our common stock outstanding as a consequence of the Reverse Split and the anticipated increase
in the market price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders,
such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.
Effecting the Reverse Split
Upon receipt of stockholder
approval for the Certificate of Amendment, if our Board concludes that it is in the best interests of our Company and our stockholders
to effect the Reverse Split, the Certificate of Amendment will be filed with the Department of State of the State of New York. The actual
timing of the filing of the Amendment with the Department of State of the State of New York to effect the Reverse Split will be determined
by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior
to the filing of the Certificate of Amendment, without further action by our stockholders. In addition, our Board may deem it advisable
to effect the Reverse Split even if the price of our common stock is above $1.00 at the time the Reverse Split is to be effected. The
everse Split will be effective as of the date of filing with the Department of State of the State of New York or at such time and date
as specified in the Certificate of Amendment (the “Effective Time”).
Upon the filing of the Certificate
Amendment, without further action on our part or our stockholders, the outstanding shares of common stock held by stockholders of record
as of the Effective Time would be converted into a lesser number of shares of common stock based on a Reverse Split ratio as determined
by the Board. For example, if you presently hold 300 shares of our common stock, you would hold 150 shares of our common stock following
the Reverse Split if the ratio is one-for-2 or you would hold 75 shares of our common stock if the ratio is one-for-4.
Effect on Outstanding Shares, Options and Certain
Other Securities
If the Reverse Split is implemented,
the number of shares our common stock owned by each stockholder will be reduced in the same proportion as the reduction in the total number
of shares outstanding, such that the percentage of our common stock owned by each stockholder will remain unchanged except for any de
minimus change resulting from rounding up to the nearest number of whole shares so that we are not obligated to issue cash in lieu of
any fractional shares that such stockholder would have received as a result of the Reverse Split. The number of shares of our common stock
that may be purchased upon exercise of outstanding options, warrants or other securities convertible into, or exercisable or exchangeable
for, shares of our common stock, and the exercise or conversion prices for these securities, will also be ratably adjusted in accordance
with their terms as of the Effective Time.
Fractional Shares; Exchange of Stock Certificates
Our Board does not currently
intend to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing
fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share
because the number of shares of common stock they hold before the Reverse Split is not evenly divisible by the Reverse Split ratio that
number of shares of common stock as rounded up to the nearest whole share. For example, if a stockholder holds 150.25 shares of common
stock following the Reverse Split, that stockholder will receive a certificate representing 151 shares of common stock. No stockholders
will receive cash in lieu of fractional shares.
As of the ________, 2023,
we had ______ holders of record of our common stock (although we have significantly more beneficial holders). We do not expect the Reverse
Split and the rounding up of fractional shares to whole shares to result in a significant reduction in the number of record holders. We
presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or
after the Reverse Split.
On or after the Effective
Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his,
her or its post-Reverse Split shares only by sending Continental Stock Transfer & Trust Company as the exchange agent, the stockholder’s
old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the
shares as we may require. Stockholders will not receive certificates for post-Reverse Split shares unless and until their old certificates
are surrendered. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal,
and they should only send in their certificates with the letter of transmittal. The exchange agent will send each stockholder a new stock
certificate after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s).
Stockholders who hold shares
in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered
in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different
procedures and stockholders holding shares in street name should contact their nominees. Stockholders will not have to pay any service
charges in connection with the exchange of their certificates.
Authorized Shares
If and when our Board elects
to effect the Reverse Split, the authorized number of shares of our common stock will remain unchanged at 100,000,000. Accordingly, there
will be no reduction in the number of authorized shares of our common stock in proportion to the Reverse Split ratio. As a result, the
proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will decrease and the additional
authorized shares of common stock will be available for issuance at such times and for such purposes as our Board may deem advisable without
further action by our stockholders, except as required by applicable laws and regulations.
The Reverse Split will have
no effect on our authorized preferred stock other than a proportionate change in the conversion ratio of Preferred Stock into common stock.
In accordance with our Restated
Certificate of Incorporation and New York law, our stockholders do not have any preemptive rights to purchase or subscribe for any of
our unissued or treasury shares.
Anti-Takeover and Dilutive Effects
The purpose of having our
authorized common stock at 100,000,000 after the Reverse Split is to facilitate our ability to raise additional capital to support our
operations, to provide equity incentives to employees and eligible contractors, to effectuate acquisitions (none of which are currently
contemplated), and not to establish any barriers to a change of control or acquisition of our Company. The shares of common stock that
are authorized but unissued provide our Board with flexibility to effect, among other transactions, public or private refinancings, acquisitions,
stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used
by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions
more expensive and less desirable. The Reverse Split would give our Board authority to issue additional shares from time to time without
delay or further action by the stockholders except as may be required by applicable law or the rules of the Nasdaq or other stock exchanges.
The Reverse Split is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does
our Board have any present intent to use the authorized but unissued common stock to impede a takeover attempt. There are no plans or
proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.
In addition, the issuance
of additional shares of common stock for any of the corporate purposes listed above could have a dilutive effect on earnings per share
and the book or market value of our outstanding common stock, depending on the circumstances, and would likely dilute a stockholder’s
percentage voting power in us. Holders of our common stock are not entitled to preemptive rights or other protections against dilution.
Our Board intends to take these factors into account before authorizing any new issuance of shares.
Accounting Consequences
As of the Effective Time,
the stated capital attributable to common stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio
(including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by
which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of our common
stock outstanding.
Federal Income Tax Consequences
The following summary describes
certain material U.S. federal income tax consequences of the Reverse Split to holders of our common stock. This summary addresses the
tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation
organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal
income taxation on a net income basis in respect of our common stock (a “U.S. holder”). This summary does not address all
of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general
application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also
does not address the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law or persons
that do not hold our common stock as “capital assets” (generally, property held for investment). This summary is based on
the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority,
all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing
interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse
Stock Split.
If a partnership (or other
entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal
income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.
Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal
income tax consequences of the Reverse Split.
Each stockholder should
consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the
Reverse Stock Split.
The Reverse Split should be
treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon
the Reverse Split. Accordingly, the aggregate tax basis in the common stock received pursuant to the Reverse Split should equal the aggregate
tax basis in the common stock surrendered and the holding period for the common stock received should include the holding period for the
common stock surrendered.
Vote Required; Board of Directors Recommendation
You may vote in favor of or
against this proposal or you may abstain from voting. Approval of this Proposal No. 1 requires the affirmative vote of a combined majority
of the votes of the issued and outstanding shares of common stock and Series G Preferred Stock entitled to vote at the meeting, assuming
the presence of a quorum.
Proposal No. 1 is a non-routine
matter. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board
are to be voted on this proposal, such shares will be not be voted in favor of the approval of this proposal. If you own shares through
a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote on Proposal No. 1
in order for them to vote your shares so that your vote can be counted. If you hold your shares in “street name” and you do
not instruct your broker how to vote on Proposal No.1, a broker non-vote will occur and, no votes will be cast on your behalf. It is therefore
critical that you cast your vote if you want it to count in Proposal No. 1. Broker non-votes and abstentions will not be counted as votes
cast and since the Company requires the affirmative vote of the majority of the issued and outstanding common stock and Series G Preferred
Stock of the Company, your broker non-vote or abstention will have an effect on the result of the vote as effectively voting against the
Proposal.
If the stockholders do not
approve Proposal No. 1, the reverse stock split will not be implemented.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF AN AMENDMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION AT THE DISCRETION OF THE BOARD TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK FOR THE PURPOSE OF MEETING THE NASDAQ CAPITAL MARKETS (“NASDAQCM”) MINIMUM PRICE FOR CONTINUED LISTING OF AT LEAST $1.00 PER SHARE |
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HOUSEHOLDING OF SPECIAL MEETING MATERIALS
Some banks, brokers and other
nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy
of this Proxy Statement may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of
this Proxy Statement to any stockholder upon written or oral request to: Mobiquity Technologies, Inc., 35 Torrington Lane, Shoreham, NY
11786, Attn.: CEO or by phone at (516)246-9422. Any stockholder who wants to receive a separate copy of this proxy statement, or of our
proxy statements or Special reports in the future, or any stockholder who is receiving multiple copies and would like to receive only
one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact
us at the address and phone number above.
OTHER MATTERS
As of the date of this proxy
statement, the Board does not intend to present at the Special Meeting of Stockholders any matters other than those described herein and
does not presently know of any matters that will be presented by other parties at the Special Meeting. If any other matter requiring a
vote of the stockholders should come before the meeting, it is the intention of the persons named in the proxy to vote with respect to
any such matter in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the
best judgment of the proxy holder.
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By Order of the Board of Directors |
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/s/ Dean L. Julia |
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Chief Executive Officer |
December 1, 2023
Shoreham, New York
Annex A
CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE
OF INCORPORATION
OF
MOBIQUITY TECHNOLOGIES, INC.
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
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The name of the corporation is MOBIQUITY TECHNOLOGIES, INC. |
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The certificate of incorporation was filed by the New York Department of State on the 26th day of March 1998 under the Corporation’s original name Ace Marketing & Promotions, Inc., and was amended and restated thereafter prior to the date hereof (as amended and restated, the “Certificate of Incorporation”). |
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Upon filing of this Certificate of Amendment to the Certificate of Incorporation, the Certificate of Incorporation shall be further amended to add a new Section 9 to Article FOURTH to effectuate a combination of each [__] shares of the corporation’s common stock into one share of the corporation’s common stock, which shall read as follows: |
“9. Pursuant to the Business Corporation
Law, upon the filing of this Certificate of Amendment (this “Amendment”) to the Certificate of Incorporation with the New
York Department of State (the “Effective Time”), each [__] shares of the corporation’s common stock, par value $0.0001
per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined
into one validly issued, fully paid and non-assessable share of common stock without any further action by the corporation or the holder
thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The corporation
shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old Shares who would otherwise be entitled to
receive a fraction of a share on account of the Reverse Stock Split shall have their fractional share rounded up to the nearest whole
number as of the Effective Time.”
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4. |
This Certificate of Amendment was duly adopted in accordance with Section 803 of the Business Corporation Law of the State of New York (the “BCL”) by the Board of Directors of the corporation by unanimous written consent of the Board of Directors of the corporation pursuant to Section 708(b) of the BCL, and by affirmative vote of a majority of all outstanding shares of Common Stock and shares of Series G Preferred Stock entitled to vote thereon voting together, in accordance with Section 803(a) of the BCL. |
IN WITNESS WHEREOF, the undersigned hereby affirms
that statements made herein are true and under penalties of perjury.
Dated: [__], 2023 |
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Dean L. Julia, CEO |
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MOBIQUITY TECHNOLOGIES, INC.
Under Section 805 of the Business Corporation Law.
Filed by: |
Ruskin Moscou Faltischek, PC |
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1425 RXR Plaza, 15th Floor |
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Uniondale, NY 11556 |
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(City, State and Zip code) |
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YOUR VOTE IS
IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet
- ☐ ☐ ☐ QUICK EASY
IMMEDIATE - 24
Hours a Day, 7 Days a Week or by Mail
MOBIQUITY TECHNOLOGIES,INC. |
Your
Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy
card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Standard Time, on December 13,
2023. |
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INTERNET –
www.cstproxyvote.com |
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Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |
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Vote at the Meeting –
If you plan to attend the virtual online annual |
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meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend; http://cstproxy.com/xxxxxxxxxx/20xx |
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PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. |
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MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. |
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☐ FOLD HERE • DO NOT SEPARATE •
INSERT IN ENVELOPE PROVIDED ☐
PROXY
Our BOARD of Directors RECOMMENDS A VOTE “FOR” PROPOSAL
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Please mark your votes like this |
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1. To approve a proposal to comply with |
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FOR |
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AGAINST |
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ABSTAIN |
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Nasdaq Listing Rule Section 5550(a)(2). |
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Signature_____________________________ Signature, if held jointly_____________________________Date_________,
2023
Note: Please sign exactly as name appears
hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian,
or corporate officer, please give title as such.
Important Notice Regarding the Internet Availability
of Proxy
Materials for the Special Meeting of Shareholders
To view the 2023 Proxy Statement and to
Attend the Special Meeting, please go to:
https://www.cstproxy.com/mobiquitytechnologies/sms2023
☐
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ☐
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
Mobiquity Technologies Inc.
The undersigned appoints Dean
L. Julia and Gene Salkind, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to
represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Mobiquity Technologies Inc. held of record
by the undersigned at the close of business on November 30, 2023 at the Special Meeting of Stockholders of Mobiquity Technologies Inc.
to be held on December 14, 2023, or at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS.
(Continued and to be marked, dated and signed,
on the other side)
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