MOTR Motricity, Inc. (MM)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On April 9, 2013

Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of Motricity, Inc., a Delaware corporation (“Motricity” or the “Company”) will be held on April 9, 2013 beginning at 2:00 p.m. Eastern Daylight Time, at the offices of Brown Rudnick LLP, Seven Times Square, New York, NY, 10036, for the following purposes (as more fully described in the proxy statement/prospectus accompanying this notice):

Only holders of record of common stock and Series J preferred stock as of the close of business on March 4, 2013 are entitled to notice of and to vote at the Special Meeting and any adjournments thereof, provided that the holders of Series J preferred stock are only entitled to vote on the Reorganization (Proposal 1) and the Name Change (Proposal 4).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on April 9, 2013: The Company’s Annual Report for the fiscal year ended December 31, 2012 is available at www.motricity.com .

In accordance with Delaware law, a list of the holders of common stock and holders of Series J preferred stock entitled to vote at the Special Meeting will be available for examination by any stockholder, during ordinary

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business hours, for at least ten days prior to the Special Meeting, at the offices of the Company, located at 601 West 26th Street, Suite 415, New York, NY 10001.

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE (I) BY TELEPHONE, (II) VIA THE INTERNET OR (III) BY COMPLETING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.

Regards,

James L. Nelson

Chairman of the board of directors

New York, NY

March 18, 2013

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY; COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE; AND RETURN IT IN THE ENCLOSED ENVELOPE.

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QUESTIONS AND ANSWERS REGARDING THE SPECIAL MEETING AND PROPOSALS

Set forth below are some key questions and answers to provide you with more information about the Special Meeting. These questions and answers are qualified in their entirety by reference to the more detailed information appearing elsewhere in or accompanying this proxy statement/prospectus. We urge you to review the entire proxy statement/prospectus and accompanying materials carefully.

INTRODUCTION

Q: Why am I receiving this proxy statement/prospectus?

A: You have received this proxy statement/prospectus and the enclosed proxy card from us because you held shares of our common stock or Series J preferred stock on March 4, 2013, the record date for stockholders entitled to vote at the Special Meeting.

Q: What are the proposals I will be voting on at the Special Meeting?

A: As a stockholder, you are entitled and requested to:

Please note that holders of Series J preferred stock will, in that capacity, only have the right to vote on proposals (1) and (4).

Q: Who is entitled to vote?

A: Only holders of record of our shares of common stock or Series J preferred stock on the close of business on March 4, 2013 will be entitled to vote at the Special Meeting, provided that the holders of Series J preferred stock

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are only entitled to vote on the Reorganization (Proposal 1) and on the Name Change (Proposal 4). On March 20, 2013 we mailed notice of this Special Meeting, and on or about March 28, 2013, we began mailing this proxy statement/prospectus to all persons entitled to vote at the Special Meeting.

Q: When and where is the Special Meeting being held?

A: The Special Meeting is being held on April 9, 2013 at the offices of Brown Rudnick LLP, Seven Times Square, New York, NY, 10036 beginning at 2:00 p.m. local time.

THE REORGANIZATION

Q: Why is Motricity proposing the Reorganization?

A: We are proposing the Reorganization to help protect the long-term value to our Company of our substantial NOLs. The availability of the NOLs to reduce our future income tax liability is an important part of our business strategy. If an ownership change for tax purposes were to occur, significant limitations would be imposed on our use of the NOLs. In addition, (a) the terms of our Series J preferred stock give Series J preferred stockholders the right to require us to redeem their shares of Series J preferred stock for an aggregate redemption price of approximately $31.6 million, including accrued dividends as of February 28, 2013, if we are not able to implement measures intended to protect our NOLs by April 9, 2013 or if we undergo an ownership change having the effect of limiting our ability to use our NOLs, and (b) the repayment of our $20 million term loan from High River Limited Partnership (referred to herein as “our term loan”) plus any unpaid accrued interest thereon see (which, as of February 28, 2013 was approximately $2,780,882) could be accelerated if such an ownership change were to occur or if the Series J preferred stockholders’ rights of redemption were to become exercisable. In the Reorganization, restrictions on certain transfers of Voltari common stock would be put in place that would reduce the likelihood of the occurrence of an ownership change for tax purposes. This will, in turn, (i) reduce the risk that our NOLs will be impaired, (ii) prevent the right of redemption of our Series J preferred stockholders from becoming exercisable, and (iii) prevent the potential acceleration of our term loan on these grounds.

Q: What will I receive in the Reorganization for my shares of common stock?

A: You will receive one share of common stock of Voltari in exchange for each share of Motricity common stock that you hold at the time of the Reorganization and each share of common stock of Voltari will be subject to certain transfer restrictions that would prohibit transfers having the effect of increasing the ownership of Voltari common stock by (i) any person from less than 5% to 5% or more or (ii) any person owning or deemed to own 5% of more of Voltari’s common stock. See Effects of Reorganization on Stockholders .

Q: What will I receive in the Reorganization for my shares of Series J preferred stock?

A: You will receive one share of Series J preferred stock of Voltari in exchange for each share of Motricity Series J preferred stock that you hold at the time of the Reorganization. The Series J preferred stock of Voltari will have the same rights, privileges and designations as the Series J preferred stock of Motricity.

Q: What will I receive in the Reorganization for my warrants to purchase Motricity common stock?

A: In exchange for your warrants to purchase Motricity common stock, pursuant to their terms, you will receive the same number of warrants to purchase shares of Voltari common stock. For example, if you currently own 10,000 warrants to purchase common stock of Motricity at a price of $0.65 per share, as a result of the Reorganization you will receive 10,000 warrants to purchase Voltari common stock at a price of $0.65 per share.

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Q: What will I receive in the Reorganization for my options to purchase Motricity common stock?

A: Your options to purchase Motricity common stock will be assumed by Voltari and pursuant to their terms become exercisable for the same number of shares of Voltari common stock. For example, if you currently own options to purchase 10,000 shares of common stock of Motricity at a price of $0.65 per share, as a result of the Reorganization your options will be exercisable for 10,000 shares of Voltari common stock at a price of $0.65 per share.

Q: After the Reorganization, will Voltari have the same directors and executive officers as Motricity?

A: Yes. The directors and executive officers of Voltari immediately after the Reorganization will be the same as Motricity’s executive officers immediately prior to the Reorganization.

Q: What will be the business of Voltari after the Reorganization?

A: The sole activity of Voltari immediately after the Reorganization will be to hold 100% of the equity of Motricity. The consolidated assets, liabilities and stockholders’ equity of Voltari immediately following the Reorganization will be the same as the consolidated assets, liabilities and stockholders’ equity of Motricity immediately prior to the Reorganization. Overall, the consolidated company’s business will remain the same immediately after the Reorganization.

Q: Will I have appraisal rights in connection with the Reorganization?

A: No. With respect to your shares of common stock, you are not entitled to appraisal rights under Delaware law. With respect to your shares of Series J preferred stock, the terms of the Series J preferred stock specify that in a transaction such as the Reorganization they are to be exchanged for shares of preferred stock in the successor entity having the same rights and privileges as the shares of Series J preferred stock and that they do not entitle you to any appraisal rights.

Q: What will happen to my shares of common stock, Series J preferred stock and warrants after the Reorganization?

A: If the Reorganization is approved, we will send you a letter of transmittal that will explain how to obtain shares of common stock, shares of Series J preferred stock and/or warrants to purchase common stock of Voltari, as applicable, in exchange for your shares of common stock, shares of Series J preferred stock and/ or warrants to purchase common stock of Motricity. Exchange of any book-entry shares, including the warrants to purchase common stock, will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entries.

Q: What if I fail to exchange my Motricity stock for stock of Voltari?

A: If you fail to surrender your certificates representing Motricity stock, you will not receive certificates representing stock of Voltari. In that case, you will not be entitled to any distributions made with respect to stock of Voltari and you will not be able to transfer certificated shares of Voltari stock until the certificates representing your Motricity stock are surrendered.

Exchange of any book-entry shares, including the Series J preferred stock and the warrants issued in the rights offering, will be effected in accordance with the transfer agent’s customary procedures with respect to securities represented by book entries and you will not be required to take any action to effect such exchange. Series J preferred stock of Voltari whether certificated or not will continue to accrue dividends per their terms and be subject to any adjustments to the liquidation preference for such shares.

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Q: Will the common stock of Voltari be publicly traded?

A: Yes. After the Reorganization, the Motricity common stock will no longer be listed on the NASDAQ Capital Market, but Voltari common stock will be listed on the NASDAQ Capital Market for trading under the symbol “VLTC.” We will not complete the Reorganization unless and until the Voltari common stock is approved for listing on the NASDAQ Capital Market or unless and until such condition is waived. See Risk Factors — Shares of common stock of Voltari could be delisted from NASDAQ .

Q: Will the Series J preferred stock of Voltari be publicly traded?

A: Yes. Motricity’s Series J preferred stock has been accepted for quotation on the on the OTCQB inter-dealer over the counter market (the “OTCQB”) under the symbol “MOTRP.” If the Reorganization is approved and consummated, we intend to apply for quotation of the Voltari Series J preferred stock on the OTCQB under the symbol “VLTCP.”

Q: Will the common stock warrants issued in the rights offering be publicly traded (“Rights Offering Warrants”)?

A: Yes. Motricity’s common stock warrants issued in the rights offering have been accepted for quotation on the on the OTCQB under the symbol “MOTRW.” If the Reorganization is approved and consummated, we intend to apply for quotation of the Voltari common stock warrants on the OTCQB under the symbol “VLTCW.”

Q: Will my ownership position in Motricity be diluted in the Reorganization?

A: No. You will own indirectly the same portion of Motricity after the Reorganization that you own directly now, except for the effect of eliminating fractional shares.

Q: What if the Reorganization is not approved by the stockholders?

A: There will be no effect on your shares of Motricity stock, but we will not have the ability to prohibit transfers that could lead to or cause an ownership change. An ownership change could severely limit our ability to use our NOLs. Furthermore, if the Reorganization is not approved and we are not able to implement other measures intended to protect our NOLs by April 9, 2013 or if we undergo an ownership change as defined by the Code, the holders of our Series J preferred stock may require us to redeem their $30 million of shares of Series J preferred stock and our $20 million term loan may be accelerated. See Certain Relationships, Related Party Transactions and Director Independence .

If the Reorganization is not approved and we are required to redeem the Series J preferred stock and repay our term loan we may not have sufficient capital to do so or to continue normal operations and you could lose your entire investment.

Q: What are the U.S. federal income tax consequences of the Reorganization on the stockholders of Motricity who own only common stock?

A: If you own only common stock of Motricity, the exchange of your shares of Motricity common stock for Voltari common stock will be tax-free and the basis and the holding period that you such had in your Motricity common stock will carry over to your Voltari common stock. See— Material Federal Income Tax Consequences .

Q: What are the U.S. federal income tax consequences of the Reorganization on the stockholders of Motricity who own only Series J preferred stock?

A: If you own only Series J preferred stock (and you do not own any common stock) of Motricity the exchange of your shares of Motricity Series J preferred stock for Voltari Series J preferred stock will be a taxable

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transaction. If the value of the Voltari Series J preferred stock you receive exceeds your tax basis in the Motricity Series J preferred stock surrendered in the exchange, you will recognize gain and have a fair market value basis in your Voltari Series J preferred stock. The holding period for your Voltari Series J preferred stock will commence on the day following the exchange. To the extent that your tax basis in Motricity Series J preferred stock exceeds the value of the shares of Voltari Series J preferred stock received in exchange, you should generally will recognize a loss on the exchange. See— Material Federal Income Tax Consequences .

Q: What are the U.S. federal income tax consequences of the Reorganization on the stockholders of Motricity who own both common stock and Series J preferred stock?

A: If you own both common stock and Series J preferred stock in Motricity, the Reorganization should be treated as two separate exchanges governed by Section 351 of the Code (an exchange of your shares of Motricity common stock for shares of Voltari common stock and an exchange of your shares of Motricity Series J preferred stock for shares of Voltari Series J preferred stock) and, under this separate exchange position, (a) the exchange of your shares of Motricity common stock for Voltari common stock will be tax-free and the basis and the holding period that you had in your Motricity common stock will carry over to your Voltari common stock, (b) the exchange of your Series J preferred stock for Voltari Series J preferred stock will result in gain recognition to the extent of the lesser of the gain realized or the fair market value of the Voltari Series J preferred stock received (to the extent that you realize a loss on the exchange, the loss will not be recognized since the exchange is governed by section 351 of the Code), and (c) you will receive a fair market value basis in your shares of Voltari Series J preferred stock, and the holding period will commence on the day following the exchange. The IRS may challenge this position and assert that each share of Motricity common stock and Series J preferred stock is being exchanged for a combination of Voltari common and Series J preferred stock in a proportion equal to the relative value of the of the Voltari common and Series J preferred stock received. If an IRS challenge were successful, holders of common stock and Series J preferred stock with an unrealized gain in their shares of common stock might have to recognize gain to the extent of the lesser of the gain realized or the proportionately allocable value of the Voltari Series J preferred stock received, since the Series J preferred stock might be viewed as boot received in the exchange. See— Material Federal Income Tax Consequences .

Q: What are the U.S. federal income tax consequences of the Reorganization on the holders of warrants being exchanged in the Reorganization?

A: Holders of warrants to purchase Motricity common stock exchanging their warrants, pursuant to their terms, for warrants to purchase Voltari common stock will recognize gain, if any, to the extent that the value of the warrants to acquire Voltari common stock exceeds such holder’s basis in their warrants to purchase Motricity common stock. To the extent that a warrant holder realizes a loss on the exchange, such loss can be recognized. Holders of warrants that own Motricity Series J preferred stock but do not hold common stock will have similar treatment.

With respect to warrant holders that hold both Motricity Series J preferred stock and common stock who exchange those warrants and shares for Voltari common stock, Series J preferred stock, and warrants, the Reorganization should be treated as three separate exchanges governed by Section 351 of the Code. Under this position, the following tax consequences will occur: The tax consequences in “U.S. Holders Owning Common Stock Only” will apply to the exchange of the common stock. The exchange of Motricity Series J preferred stock for Voltari Series J preferred stock will result in gain recognition to the extent of the lesser of the gain realized or the fair market value of the Voltari Series J preferred stock received. To the extent that a loss on the exchange is realized, the loss will not be recognized since the exchange is governed by Section 351 of the Code. With respect to the exchange of the warrants, gain, if any, will be recognized to the extent the value of the warrants exceeds the holder’s basis in the warrants. However, a loss on the exchange of the warrants will not be recognized, since the overall transaction is governed by section 351.

The IRS may challenge this separate exchange position and assert that each share of common stock, each share of Series J preferred stock and each warrant is being exchanged for a combination of Voltari common stock, Series

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J preferred stock and warrants in a proportion equal to the relative value of the of the Voltari common stock, Series J preferred stock and warrants received. If an IRS challenge were successful, holders of common stock with an unrealized gain in their common shares might have to recognize gain to the extent of the lesser of the gain realized or the proportionately allocable value of the Series J preferred stock and warrants received, since the Series J preferred stock and warrants might be viewed as boot received in the exchange. See— Material Federal Income Tax Consequences .

THE REVERSE STOCK SPLITS

Q: Why is the Company proposing the Reverse Stock Splits?

A: One of the requirements for continued listing on the NASDAQ stock exchange is that shares maintain a $1.00 minimum closing bid price. On June 14, 2012, we received a letter from NASDAQ Staff advising that for the previous 30 consecutive business days, the bid price of our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Select Market pursuant to NASDAQ Listing Rule 5450(a)(1). NASDAQ stated in its letter that in accordance with the NASDAQ Listing Rules, we would be provided 180 calendar days, or until December 11, 2012, to regain compliance with the minimum bid price requirement. On December 13, 2012, we received the Delisting Notice notifying us that we did not regain compliance with the Minimum Bid Requirement and, accordingly would be delisted from The NASDAQ Global Select Market unless we requested a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”). Accordingly, we timely submitted to NASDAQ a request for a hearing, which resulted in a stay of the suspension of trading of our common stock pending the conclusion of the hearing process and the expiration of any extensions granted by the Panel. On January 2, 2013, we received a third letter from NASDAQ advising us that our failure to meet the Proxy Solicitation and Annual Meeting Requirements serves as an additional basis for delisting our common stock. We presented our plan for regaining compliance with the Minimum Bid Requirement and the Proxy Solicitation and Annual Meeting Requirements at a hearing on January 31, 2013, and by letter, dated February 28, 2013, the Panel granted our request for continued listing, subject to, among other things, the requirement that we satisfy the $1.00 per share minimum bid requirement for the ten trading days prior to March 29, 2013 and that we solicit proxies and hold our annual meeting of stockholders by April 15, 2013. We subsequently requested additional time to comply with the Minimum Bid Requirement. On March 15, 2013 we received a letter from NASDAQ notifying us that the Panel granted our request to transfer the shares of the Company’s common stock to the NASDAQ Capital Market, subject to the NASDAQ Staff’s approval of our transfer application. Our transfer application was subsequently approved and our common stock began trading on the NASDAQ Capital Market on March 19, 2013. Such transfer will give us until June 10, 2013 to ensure compliance with the Minimum Bid Requirement. However, there can be no assurances that the Company will be able to achieve or maintain compliance with the NASDAQ continued listing requirements. Therefore, whether or not the Reorganization is approved and consummated, we are proposing to effect a Reverse Stock Split such that the shares of common stock issued and outstanding prior to the Reverse Stock Split will be exchanged for shares of common stock at a ratio of one share of common stock for every ten shares the outstanding (the “Exchange Ratio”). We expect that by fixing the Exchange Ratio at one for ten the common stock we will be able to meet the requirements for the continued listing on the NASDAQ Capital Market, including the Minimum Bid Requirement.

Q: How will the Exchange Ratio accomplish the stated objectives?

A: We believe the Exchange Ratio is likely to result in a market price per share of the common stock of Voltari above the level necessary to maintain listing on the NASDAQ Capital Market. You should not expect, however, that the market price for a share of common stock after the Reverse Stock Split will necessarily increase above the price for a share of common stock of Motricity at the rate suggested by the Exchange Ratio or that it will maintain any such price if achieved.

Q: Will my ownership position be diluted in the Reverse Stock Splits?

A: Generally, no. The number, redemption price, liquidation preference and limited voting rights of the Series J preferred stock will remain the same. The number of outstanding shares of common stock after the applicable

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Reverse Stock Split would be less than the number of outstanding shares of common stock before the Reverse Stock Split, but because all of the shares of common stock (representing 100% of the common equity interests) are subject to the Reverse Stock Split, you would (except for nominal changes resulting from the elimination of fractional shares) own the same portion of the company after the applicable Reverse Stock Split that you own directly immediately prior to the Reverse Stock Split.

Q: What if I currently hold fractional shares of Motricity or if the number of shares of common stock I own prior to the applicable Reverse Stock Split is not evenly divisible by the Exchange Ratio?

A: You will not receive any fractional shares in either Reverse Stock Split. In lieu of issuing fractional shares, we will directly pay each stockholder who would otherwise have been entitled to a fraction of a share an amount in cash equal to the closing sale price of our common stock, as quoted by NASDAQ on the date the applicable Reverse Stock Split becomes effective, multiplied by the fractional share amount.

THE TRANSFER RESTRICTIONS

Q: What is the purpose of the transfer restrictions?

A: The purpose of the transfer restrictions is to help preserve the long-term value of our accumulated NOLs. The proposed transfer restrictions are designed to prohibit certain transfers of our common stock in excess of amounts that, because of provisions of the Code, could limit or impair our ability to use our NOLs to reduce our future income tax liability.

Q: What transfers would be restricted by the proposed restrictions?

A: The transfer restrictions would restrict any person from buying or selling our common stock (or any interest in our stock) if the transfer would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a “group” under the federal securities laws) owning five percent or more of our common stock. The purpose of these restrictions is to limit direct or indirect transfers of common stock of Voltari that would affect the percentage of stock that is treated as being owned by “5% shareholders” (within the meaning of Section 382 of the Code). Changes in ownership of our common stock by such 5% shareholders can result in limitations on our ability to use our NOLs to reduce our future income tax liability.

Q: Will the transfer restrictions apply to me if I own less than five percent of Voltari’s common stock?

A: Yes, but there will be no restrictions on the sale of common stock of Voltari by a stockholder who owns less than five percent of our common stock to a purchaser who, after the sale, would still own less than five percent of our common stock.

Q: How long will the transfer restrictions remain in effect?

A: The transfer restrictions will remain in effect until the board of directors determines that an ownership change would not result in a substantial limitation on our ability to use our NOLs, that no significant value attributable to the NOLs would be preserved by continuing the transfer restrictions or that such restrictions are no longer in our best interests. Our board of directors is required to review and consider the necessity of the transfer restrictions at least once every three years from the effective date of the Reorganization, or at any other time the board of directors reasonably determines it appropriate. In addition, our board of directors intends to submit the continued existence of the transfer restrictions for advisory review by our stockholders at or within one year prior to the third anniversary of the effective date of the Reorganization and the last day of the calendar year of every third anniversary thereafter. We estimate that the latest date of expiration of the NOLs is 2032.

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Q: Will the transfer restrictions apply to me if I vote against the Reorganization?

A: Yes, if a majority of holders of our issued and outstanding common stock and issued and outstanding Series J preferred stock, voting together as a single class, approve the Reorganization, your shares of common stock will be subject to the transfer restrictions even if you vote against the Reorganization.

Q: Will the transfer restrictions apply to shares of Series J preferred stock of Voltari into which the Series J preferred stock of Motricity are exchanged in the Reorganization?

A. No. The company believes it is not necessary to subject to transfer restrictions the shares of Voltari Series J preferred stock issued upon exchange of your shares of Motricity Series J preferred stock.

Q: Can I sell my shares of common stock before the Special Meeting without being subject to the transfer restrictions?

A: Yes. Transfers of our common stock prior to the completion of the Reorganization will not be subject to the transfer restrictions. If, however, such a transfer triggers an ownership change which limits our ability to use our NOLs, the holders of our Series J preferred stock may exercise their right of redemption and the payment of our term loan could be accelerated. However, a holder of our Series J preferred stock who causes an ownership change that results in a substantial limitation on our ability to use our net operating losses and related tax benefits cannot require redemption of his shares upon such a triggering event.

Q: Will the board of directors be able to make exceptions for transfers that would otherwise be restricted?

A: Yes, the board of directors will have the discretion to approve transfers that would otherwise be restricted.

Q: Are there risks that I should consider in deciding on how to vote on the Reorganization?

A: Yes, you should carefully read this proxy statement/prospectus, including the factors discussed in the section titled “Risk Factors” beginning on page 57.

Q: What happens if I own Series J preferred stock and I do not vote for the Reorganization?

A: If the Reorganization is not consummated and an ownership change occurs that results in a substantial limitation on our ability to use our net operating losses, any holder of our Series J preferred stock whose shares were not voted in favor of the Reorganization would not be able to require redemption of his shares as a result of our not being able to implement other measures intended to protect our NOLs by April 9, 2013.

NAME CHANGE

Q: What is the reason for the Name Change?

A: The name change is intended to emphasize the Company’s increased focus on its media-related businesses which are conducted under the “Voltari” brand. The brand name “Motricity” is associated primarily with the Company’s delivery of services to wireless carriers.

VOTING

Q: What vote is required to approve the Reorganization?

A: Under Delaware law, our restated certificate of incorporation (including the certificate of designations for the Series J preferred stock) and our by-laws, the affirmative vote of the holders of a majority of our outstanding

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shares of common stock and Series J preferred stock (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes), voting together as a single class, is required to approve the Reorganization. Mr. Carl C. Icahn controls approximately 55.9% of the votes entitled to be cast at the Special Meeting with respect to the Reorganization. Consequently, Mr. Carl C. Icahn controls whether or not the Reorganization will be approved.

Q: What vote is required to approve the Voltari Reverse Stock Split?

A: Under Delaware law, Voltari Corporation’s certificate of incorporation and by-laws, the affirmative vote of the holders of a majority of Voltari Corporation’s outstanding shares of common stock is required to approve the Voltari Reverse Stock Split. Holders of shares of Series J preferred stock are not entitled to vote on the approval of the Voltari Reverse Stock Split.

Q: What vote is required to approve the Motricity Stock Split?

A: Under Delaware law, Motricity’s restated certificate of incorporation and by-laws, the affirmative vote of the holders of a majority of Motricity’s outstanding shares of common stock is required to approve the Motricity Stock Split. Holders of shares of Series J preferred stock are not entitled to vote on the approval of the Motricity Reverse Stock Split.

Q: What vote is required to approve the Name Change?

A: Under Delaware law, our restated certificate of incorporation and our by-laws, the affirmative vote of the holders of a majority of our outstanding shares of common stock and Series J preferred stock (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes), voting together as a single class, is required to approve the Name Change. Mr. Carl C. Icahn controls approximately 55.9% of the votes entitled to be cast at the Special Meeting with respect to the Name Change. Consequently, Mr. Carl C. Icahn controls whether or not the Name Change will be approved.

Q: Who is soliciting my proxy?

A: Our board of directors is soliciting your proxy. The board of directors has retained D.F. King & Co., Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation.

Q: How does the board of directors recommend that I vote at the Special Meeting?

A: Our board of directors recommends that you vote “FOR” the Reorganization, “FOR” each of the Reverse Stock Splits and “FOR” the Name Change.

Q: How is my vote counted if I vote by proxy?

A: There are three ways to vote by proxy: (i) by telephone—you can vote by touch tone telephone by calling toll-free 1-800-PROXIES (1-800-776-9437) and following the instructions on our enclosed proxy card; (ii) by Internet—you can vote by Internet by going to the website “www.voteproxy.com” and following the instructions on our enclosed proxy card; or (iii) by mail—You can vote by mail by completing, signing, dating and mailing our enclosed proxy card to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219, at or before the taking of the vote at the Special Meeting. If you decide to vote by proxy, your proxy card will be valid only if you vote before the Special Meeting to be held on April 9, 2013. You may vote “FOR,” vote “AGAINST” or “ABSTAIN” from voting on Proposals 1 (the Reorganization), 2 (the Voltari Reverse Split), 3 (the Motricity Reverse Split) and 4 (the Name Change). If you fail to vote “FOR” the Reorganization, either of the Reverse Stock Splits or the Name Change or you “ABSTAIN” from voting on those proposals, it has the same effect as a vote “AGAINST” those proposals.

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Q: If my shares are held in “street name,” will my broker be able to vote my shares?

A: Yes. However, on Proposal 1 and Proposal 4, your broker will only be able to vote your shares if you provide instructions to your broker on how to vote.

Q: Can I change my vote after I have voted?

A: Yes, you may change your vote at any time before your shares are voted at the Special Meeting. You may change your vote in one of three ways.

Q: Whom can I contact with questions about the proposals or the Special Meeting?

A: If you have questions about the Reorganization or the Special Meeting or would like additional copies of this proxy statement/prospectus, you should contact Richard Sadowsky, Chief Administrative Officer and General Counsel at (212) 792-9671.

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RISK FACTORS RELATED TO THE COMPANY

You should carefully consider the risk factors as well as other information provided to you in this proxy statement/prospectus in deciding how to vote on the Reorganization. If any of the risk factors described herein actually occur, Voltari’s Corp.’s (or, if the Reorganization does not occur Motricity’s) business and the value of its securities could be materially adversely affected.

Our failure to raise additional capital or generate the cash flows necessary to repay any amounts outstanding under our term loan when due and to maintain and expand our operations and invest in our services could result in a default under our term loan and reduce our ability to continue normal operations. We may not have sufficient capital to pay amounts outstanding under our $20 million term loan when due or to redeem our Series J preferred stock with an aggregate redemption price of approximately $31.6 million, including accrued dividends as of February 28, 2013, if the holders of such stock require us to do so. This could adversely affect our ability to continue normal operations and could result in the loss of your entire investment.

We believe that our future cash flow from operations and available cash and cash equivalents will be sufficient to meet our liquidity needs for the next twelve months. This, however, may not be the case. Our longer-term liquidity and ability to execute on our longer term business plan is contingent on our ability to raise additional capital and on our not experiencing any events that may accelerate the payment of our $20 million term loan plus tax and any unpaid accrued interest thereon (which as of February 28, 2013 was approximately $2,780,882). Our ability to fund our capital needs also depends on our future operating performance, our ability to successfully realign our costs and strategic path, the effect of any financing alternatives we may pursue and our ability to meet financial covenants under any indebtedness we may incur. We may also need to raise additional capital to execute our longer term business plan, including to complete planned upgrades and enhancements to our products and services, increase our investment in capital equipment to support new and existing customers, extend our marketing and sales efforts, and make strategic acquisitions if attractive opportunities become available. Our future capital requirements will depend on many factors, including our future operating performance, our ability to successfully realign our costs and strategic path, the time and cost of our service enhancements, the rate of growth of the mobile media and enterprise business, the rate of mobile data subscriber growth, the acceptance rate of mobile devices as multi-functional computing platforms, the demand for wireless applications, the time and cost of successfully entering into new customer contracts and the amount of investment needed to achieve our sales and marketing objectives.

If we raise additional capital in an equity financing, our stockholders may experience significant dilution of their ownership interests and the per share value of our common stock and/or Series J preferred stock could decline. If we engage in debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios. We may not be able to raise any additional capital that we may require on terms acceptable to us or at all. Our failure to do so could result, among other things, in a default under our term loan, loss of our customers and a loss of your entire investment.

We may not have sufficient capital to pay any amounts outstanding under our term loan when due or to redeem our Series J preferred stock if the holders of such stock require us to do so. This could adversely affect our ability to continue normal operations and could result in the loss of your entire investment.

Events outside our control, such as a change in control if the Reorganization is not approved and consummated, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers, which cause a change of 20% or more of the voting power of our company, an ownership change adversely affecting our ability to use our net operating loss carryforwards and related tax benefits and our ability to implement measures intended to preserve our net operating loss carryforwards and related tax benefits, give the holders of our Series J preferred stock a right to require us to redeem their Series J preferred stock and may result in the acceleration of our term loan.

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If the Reorganization is not approved and consummated, our term loan may be accelerated if the right of our Series J preferred stockholders to require us to redeem their shares of Series J preferred stock is triggered or if we experience an ownership change (within the meaning of Section 382 of the Code) as described above. We do not have control over some of these triggering events, and if any of these events were to occur and we were required to repay any amounts outstanding under our term loan or redeem our Series J preferred stock, we may not have sufficient capital to do so or to continue normal operations and you could lose your entire investment.

We are increasing our focus on our mobile media business and have deemphasized our wireless carrier business. If we are unable to successfully realign our business to focus on our mobile media business our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Historically, we depended on a limited number of significant wireless carriers for a substantial portion of our revenues. For the year ended December 31, 2011, we generated approximately 58% and 21% of our total revenue from contracts with AT&T and Verizon, respectively. For the year ended December 31, 2012, we generated approximately 61% and 15% of our total revenue from contracts with AT&T and Verizon, respectively. On December 17, 2012, our largest customer, AT&T provided us with notice that it would be terminating the Second Amended and Restated Wireless Service Agreement and all services thereunder (effective June 30, 2013) pursuant to its right to termination for convenience thereunder. AT&T also has the right to terminate the AppCenter Agreement with us on 30 days notice. Our other significant customer, Verizon, may terminate our agreements by giving advance notice. In light of that we have decided to wind up our United States carrier business and increase our focus on our mobile media business. See “ Business ” on page 70. This could result in lower revenues than expected and increased business development, marketing and sales expenses and cause our business to be less profitable and our results of operations to be adversely affected. There are no assurances that we will be able to generate sufficient revenues from our other customers.

We operate in an intensely competitive industry, and we may not be able to compete successfully.

The market for mobile media services is highly competitive, with numerous companies providing mobile advertising services. We compete with, among others, Google Inc. and Apple Inc., both of which are significantly larger than we are and have more capital to invest in their mobile advertising businesses. They, or other companies that offer competing mobile media solutions, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers or other parties, thereby limiting our ability to promote our services and generate revenue. Competitors could also seek to gain market share from us by reducing the prices they charge to advertisers and other customers. Other companies that offer analytics, mediation, exchange or other third-party services may also become intermediaries between mobile advertisers and thereby compete with us. Any of these developments would make it more difficult for us to sell our services and could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share.

The market for mobile media services may deteriorate or develop more slowly than expected, which could harm our business.

Advertising and marketing using mobile connected devices is still a relatively new business activity. Advertisers have historically spent a smaller portion of their marketing and advertising budgets on mobile media as compared to traditional methods, such as television, newspapers, radio and billboards, or online advertising over the internet, such as placing banner ads on websites. Future demand and market acceptance for mobile media services is uncertain. Many advertisers still have limited experience with mobile advertising and may continue to devote larger portions of their advertising budgets to more traditional offline or online personal computer-based advertising, instead of shifting additional advertising resources to mobile advertising. In addition, our current and potential advertiser and marketing clients may ultimately find mobile media services to be less effective than traditional advertising media or marketing methods or other technologies for promoting their products and

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services, and they may even reduce their spending on mobile media from current levels as a result. If the market for mobile advertising deteriorates, or develops more slowly than we expect, we may not be able to increase our revenue.

Our business is dependent on the continued growth in usage of smartphones, tablets and other mobile connected devices.

Our business depends on the continued proliferation of mobile connected devices, such as smartphones and tablets, that can connect to the internet over a cellular, wireless or other network, as well as the increased consumption of content through those devices. Consumer usage of these mobile connected devices may be inhibited for a number of reasons, such as:

For any of these reasons, users of mobile connected devices may limit the amount of time they spend on these devices and the number of apps they download on these devices. If user adoption of mobile connected devices and consumer consumption of content on those devices do not continue to grow, our total addressable market size may be significantly limited, which could compromise our ability to increase our revenue and to become profitable.

If mobile connected devices, their operating systems or content distribution channels develop in ways that prevent our services from being delivered to their users, our ability to grow our business will be impaired.

Our business model depends upon the continued compatibility of our Voltari-Connect platform with most mobile connected devices, as well as the major operating systems that run on them and the thousands of apps that are downloaded onto them. The design of mobile devices and operating systems is controlled by third parties with whom we do not have any formal relationships. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers, such as Verizon, AT&T or T-Mobile, may also take steps to limit their customers’ ability to download apps or access specified content on mobile devices.

In some cases, the parties that control the development of mobile connected devices and operating systems include companies that are our competitors. For example, Apple controls two of the most popular mobile devices, the iPhone and the iPad, as well as the iOS operating system that runs on them. Apple also controls the App Store for downloading apps that run on Apple’s mobile devices. Similarly, Google controls the Android operating system and, following its recent acquisition of Motorola Mobility, it now controls a significant number of additional mobile devices. If our platform were unable to service these devices or operating systems, either because of technological constraints or because a maker of these devices or developer of these operating systems wished to impair our ability to provide ads on them, our ability to generate revenue could be significantly harmed.

We do not control the mobile networks over which we provide our services.

Our mobile media business is dependent on the reliability of network operators and carriers who maintain sophisticated and complex mobile networks, as well as our ability to deliver ads and services on those networks at prices that enable us to realize a profit. Mobile networks have been subject to rapid growth and technological change, particularly in recent years. We do not control these networks.

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Mobile networks could fail for a variety of reasons, including new technology incompatibility, the degradation of network performance under the strain of too many mobile consumers using the network, a general failure from natural disaster or a political or regulatory shut-down. Individuals and groups who develop and deploy viruses, worms and other malicious software programs could also attack mobile networks and the devices that run on those networks. Any actual or perceived security threat to mobile devices or any mobile network could lead existing and potential device users to reduce or refrain from mobile usage or reduce or refrain from responding to the services offered by our customers. If the network of a mobile operator should fail for any reason, we would not be able to effectively provide our services to our clients through that mobile network. This in turn could hurt our reputation and cause us to lose significant revenue.

Mobile carriers may also increase restrictions on the amounts or types of data that can be transmitted over their networks. We currently generate different amounts of revenue from our customers based on the kinds of ads we deliver, such as display ads, rich media ads or video ads. In some cases, we are paid by advertisers on a cost-per-thousand, or CPM, basis depending on the number of ads shown. In other cases, we are paid on a cost-per-click (CPC), cost-per-action (CPA) or cost-per-installation (CPI) basis depending on the actions taken by the mobile device user. Different types of ads or services consume differing amounts of bandwidth and network capacity. If a network carrier were to restrict the amounts of data that can be delivered on that carrier’s network, or otherwise control the kinds of content that may be downloaded to a device that operates on the network, it could negatively affect our pricing practices and inhibit our ability to deliver targeted advertising or marketing to that carrier’s users, both of which could impair our ability to generate revenue.

Mobile connected device users may choose not to allow advertising on their devices.

The success of our mobile media business model depends on our ability to deliver targeted, highly relevant ads and services to consumers on their mobile connected devices. Targeting is effected primarily through analysis of data, much of which is collected on the basis of user-provided permissions. This data might include a device’s location or data collected when device users view an ad, a message or a video or when they click on or otherwise engage with an ad. Users may elect not to allow data sharing for a number of reasons, such as privacy concerns, or pricing mechanisms that may charge the user based upon the amount or types of data consumed on the device. Users may also elect to opt out of receiving targeted advertising or marketing. In addition, the designers of mobile device operating systems are increasingly promoting features that allow device users to disable some of the functionality, which may impair or disable the delivery of ads or services on their devices, and device manufacturers may include these features as part of their standard device specifications. Although we are not aware of any such products that are widely used in the market today, as has occurred in the online advertising industry, companies may develop products that enable users to prevent ads or messages from appearing on their mobile device screens. If any of these developments were to occur, our ability to deliver effective campaigns on behalf of our mobile media clients would suffer, which could hurt our ability to generate revenue and become profitable.

We may not be able to enhance our platform to keep pace with technological and market developments.

The market for mobile media services is characterized by rapid technological change, evolving industry standards and frequent new service introductions. To keep pace with technological developments, satisfy increasing customer requirements, maintain the attractiveness and competitiveness of our mobile media solutions and ensure compatibility with evolving industry standards and protocols, we will need to regularly enhance our current services and to develop and introduce new services on a timely basis. Our inability, for technological, business or other reasons, to enhance, develop, introduce and deliver compelling mobile advertising services in response to changing market conditions and technologies or evolving expectations of advertisers or mobile device users could hurt our ability to grow our business and could result in our platform becoming obsolete.

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Our mobile media business depends on our ability to collect and use data, and any limitation on the collection and use of this data could significantly diminish the value of our services and cause us to lose clients and revenue.

When we deliver an ad or a service to a mobile device, we are often able to collect anonymous information placement and the reactions of the mobile device user, such as whether the user visited a landing page or watched a video. We may also be able to collect information about the user’s mobile location. As we collect and aggregate this data provided by billions of ad impressions, we analyze it in order to optimize the placement and scheduling of ads and the offer of services. For example, we may use the collected information to limit the number of times a specific ad or opportunity is presented to the same mobile device, to provide an ad or opportunity to only certain types of mobile devices, or to provide a report to an advertiser client on the number of its ads that were clicked.

Although the data we collect is not personally identifiable information, our clients might decide not to allow us to collect all or a portion of this data or might limit our use of this data. Any limitation on our ability to collect data about user behavior and interaction with mobile device content or to use the data we collect could make it more difficult for us to deliver effective mobile advertising programs that meet the demands of our clients.

Although our contracts with advertisers generally permit us to aggregate data from advertising campaigns, these clients might nonetheless request that we discontinue using data obtained from their campaigns that have already been aggregated with other clients’ campaign data. It would be difficult, if not impossible, to comply with these requests, and these kinds of requests could also cause us to spend significant amounts of resources. Interruptions, failures or defects in our data collection, mining, analysis and storage systems, as well as privacy concerns and regulatory restrictions regarding the collection of data, could also limit our ability to aggregate and analyze mobile device user data from our clients’ advertising campaigns. If that happens, we may not be able to optimize the placement of advertising or opportunities, which could make our services less valuable, and, as a result, we may lose clients and our revenue could decline.

Our business depends in part on our ability to collect and use location-based information about mobile connected device users.

Our business model depends in part upon our ability to collect data about the location of mobile connected device users when they are interacting with their devices, and then to use that information to provide effective targeted advertising on behalf of our advertising clients. Our ability to either collect or use location-based data could be restricted by a number of factors, including new laws or regulations, technology or consumer choice. Limitations on our ability to either collect or use location data could impact the effectiveness of our platform and our ability to target ads.

Our business practices with respect to data could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

In the course of providing our services, we transmit and store information related to mobile devices, the ads we place and the services we deliver including a device’s geographic location for the purpose of delivering targeted location-based ads or opportunities to the user of the device. Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect across our mobile advertising platform. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to comply with U.S. federal, state, or international laws, including laws and regulations regulating privacy or consumer protection, could result in proceedings or actions against us by governmental entities or others. We are aware of several ongoing lawsuits filed against companies in our industry alleging various violations of privacy-related laws. These proceedings could hurt our reputation, force us to

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spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, adversely affect the demand for our services and ultimately result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless our clients from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services.

The regulatory framework for privacy issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile industry in particular. It is possible that new laws and regulations will be adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices.

The U.S. government, including the Federal Trade Commission, or FTC, and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The FTC has also proposed revisions to the Children’s Online Privacy Protection Act, or COPPA, that could, if adopted, create greater compliance burdens on us. COPPA imposes a number of obligations, such as obtaining parental permission, on website operators to the extent they collect certain information from children who are under 13 years old. The proposed changes would broaden the applicability of COPPA, including the types of information that would be subject to these regulations, and could apply to information that we or our clients collect through mobile devices or apps that is not currently subject to COPPA.

Compliance with regulations that differ from country to country may also impose substantial burdens on our business. In particular, the European Union has traditionally taken a broader view as to what is considered personal information and has imposed greater obligations under data privacy regulations. In addition, individual EU member countries have had discretion with respect to their interpretation and implementation of the regulations, which has resulted in variation of privacy standards from country to country. In January 2012, the European Commission announced significant proposed reforms to its existing data protection legal framework, including changes in obligations of data controllers and processors, the rights of data subjects and data security and breach notification requirements. The EU proposals, if implemented, may result in a greater compliance burden if we deliver ads to mobile device users in Europe. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could compromise our ability to effectively pursue our growth strategy.

Seasonal fluctuations in mobile advertising and marketing activity could adversely affect our cash flows.

Our cash flows from operations could vary from quarter to quarter due to the seasonal nature of our customers’ spending. For example, many advertisers devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holiday purchasing. Our operating cash flows could fluctuate materially from period to period as a result.

We do not have long-term agreements with our clients, and we may be unable to retain key clients, attract new clients or replace departing clients with clients that can provide comparable revenue to us.

Our success requires us to maintain and expand our current client relationships and to develop new relationships. Our contracts with our mobile media clients generally do not include long-term obligations requiring them to purchase our services and are cancelable upon short or no notice and without penalty. As a result, we may have limited visibility as to our future mobile media revenue streams. There can be no assurance that our mobile media clients will continue to use our services or that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue.

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Our mobile media sales efforts require significant time and expense.

Attracting new mobile media clients requires substantial time and expense, and we may not be successful in establishing new relationships or in maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market to potential advertiser clients who do not currently spend on mobile advertising or are unfamiliar with our current services or platform. Furthermore, many of our clients’ purchasing and design decisions typically require input from multiple internal constituencies. As a result, we must identify those involved in the purchasing decision and devote a sufficient amount of time to presenting our services to each of those individuals.

We often need to spend substantial time and effort educating potential mobile media clients about our offerings, including providing demonstrations and comparisons against other available services. This process can be costly and time-consuming. If we are not successful in streamlining our sales processes with advertisers, our ability to grow our business may be adversely affected.

If we do not achieve satisfactory results under performance-based pricing models, we could lose clients and our revenue could decline.

We offer our mobile services to customers based on a variety of pricing models, including CPM, CPA, CPC and CPI. Under performance-driven CPA and CPC pricing models, from which we currently derive a significant portion of our revenue, customers only pay us if we provide the results they specify. These results-based pricing models differ from fixed-rate pricing models, like CPM, under which the fee is based on the number of times the ad is shown, without regard to its effectiveness. As a result, under our contracts with customers that provide for us to be paid on a CPC, CPA or CPI basis, we must be able to develop effective ad campaigns that result in the desired actions being taken by consumers. If we are not able to perform effectively under these arrangements, it could hurt our reputation and could cause our revenues to decline.

If we cannot increase the capacity of our mobile media technology platform to meet advertiser or device user demand, our business will be harmed.

We must be able to continue to increase the capacity of our Voltari-Connect technology platform in order to support substantial increases in the number of advertisers, marketers and device users, to support an increasing variety of mobile media formats and to maintain a stable service infrastructure and reliable service delivery. If we are unable to efficiently and effectively increase the scale of our mobile marketing platform to support and manage these developments and the expected increase in mobile device users, while also maintaining a high level of performance, the quality of our services could decline and our reputation and business could be seriously harmed. In addition, if we are not able to support emerging mobile media formats or services preferred by potential customers, we may be unable to obtain new customers or may lose existing clients, and, in either case, our revenue could decline.

If we fail to detect click fraud or other invalid clicks on ads or messages, we could lose the confidence of our mobile media clients, which would cause our business to suffer.

Our mobile media business relies on delivering positive results to our clients. We are exposed to the risk of fraudulent and other invalid clicks or conversions that clients may perceive as undesirable. Because of their smaller sizes as compared to personal computers, mobile device usage could result in a higher rate of accidental or otherwise inadvertent clicks by a user. Invalid clicks could also result from click fraud, where a mobile device user intentionally clicks on ads for reasons other than to access the underlying content of the ads. If fraudulent or other malicious activity is perpetrated by others, and we are unable to detect and prevent it, the affected customers may experience or perceive a reduced return on their investment. High levels of invalid click activity could lead to dissatisfaction with our services, refusals to pay, refund demands or withdrawal of future business. Any of these occurrences could damage our brand and lead to a loss of customers and revenue.

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System failures could significantly disrupt our operations and cause us to lose customers or advertising inventory.

Our success depends on the continuing and uninterrupted performance of our own internal systems, which we utilize to place ads and opportunities, monitor the performance of advertising and marketing campaigns and manage our inventory of advertising space. Our revenue depends on the technological ability of our platform to deliver ads and opportunities and measure them on a CPM, CPC, CPA or CPI basis. Sustained or repeated system failures that interrupt our ability to provide services to clients, including technological failures affecting our ability to deliver ads quickly and accurately and to process mobile device users’ responses to ads and opportunities, could significantly reduce the attractiveness of our services to advertisers and reduce our revenue. Our systems are vulnerable to damage from a variety of sources, including telecommunications failures, power outages, malicious human acts and natural disasters. In addition, any steps we take to increase the reliability and redundancy of our systems may be expensive and may not be successful in preventing system failures.

Activities of our mobile media clients could damage our reputation or give rise to legal claims against us.

Our clients’ promotion of their products and services may not comply with federal, state and local laws, including, but not limited to, laws and regulations relating to mobile communications. Failure of our clients to comply with federal, state or local laws or our policies could damage our reputation and expose us to liability under these laws. We may also be liable to third parties for content in the ads we deliver if the artwork, text or other content involved violates copyrights, trademarks or other intellectual property rights of third parties or if the content is defamatory, unfair and deceptive, or otherwise in violation of applicable laws. Although we generally receive assurance from our advertisers that their ads are lawful and that they have the right to use any copyrights, trademarks or other intellectual property included in an ad, and although we are normally indemnified by the advertisers, a third party or regulatory authority may still file a claim against us. Any such claims could be costly and time-consuming to defend and could also hurt our reputation within the mobile advertising industry. Further, if we are exposed to legal liability, we could be required to pay substantial fines or penalties, redesign our business methods, discontinue some of our services or otherwise expend significant resources.

Competition for our employees is intense and failure to retain and recruit skilled personnel could negatively affect our financial results as well as our ability to maintain relationships with clients, service existing and new contracts, and drive future growth.

We provide sophisticated mobile data delivery platforms and services to our customers. To attract and retain customers and service our existing and new contracts, we believe we need to demonstrate professional acumen and build trust and strong relationships, and that we must retain, identify, recruit, and motivate new hardware and software engineers, programmers, technical support personnel and marketing and sales representatives. Competition is intense for skilled personnel with engineering, product development, technical and marketing and sales experience, and we may not be able to retain and/or recruit individuals that possess the necessary skills and experience, or we may not be able to employ these individuals on acceptable terms and conditions, or at all. Moreover, competition has been increasing the cost of hiring and retaining skilled professionals as, among other reasons, other companies in the technology sector may offer more compensation, particularly in the form of equity awards. Recent business challenges, the realignment of our strategic path, including our decision to end the process of selling our carrier business, reductions in force and changes in our executive management team have also increased turnover of our skilled personnel and we may continue to experience such turnover in the future. Our business and growth may suffer if we are unable to retain current personnel and hire other skilled personnel.

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We are exploring various financing alternatives and considering our strategic direction as a whole. We may experience difficulties in consummating financing alternatives and realigning our strategic path, and any such alternatives and realignment of our strategic path may not lead to the achievement of desired results and this may cause concern among customers and adversely affect our business, our liquidity, and our ability to retain employees.

We cannot assure that we will be successful in exploring, pursuing or consummating any financing alternatives or in realigning our strategic path. Moreover, the process of exploring financing, realigning our strategic path, and effecting cost reductions may be disruptive to our business. An inability to effectively manage the process could materially and adversely affect our business, financial condition or results of operations. If we are not able to consummate financing or to successfully realign our strategic path and manage the reduction of our costs, our liquidity, capital resources and our business may be adversely affected.

Our ongoing leadership transition could have a material adverse impact on our business, operating results or financial condition.

In January 2012, we hired Richard Stalzer as President of our mobile marketing and advertising business, and Charles P. Scullion, our Chief Strategy Officer and interim President of our mobile marketing and advertising business, resigned for good reason. In August 2011, James R. Smith, Jr., our former President and Chief Operating Officer, assumed the role of interim Chief Executive Officer and his employment with the company subsequently terminated effective November 15, 2012, at which time Mr. Stalzer was appointed Chief Executive Officer. Additionally, on May 21, 2012, we entered into an employment offer letter with Nathan Fong pursuant to which Mr. Fong commenced serving as our Chief Financial Officer on June 12, 2012. Effective November 15, 2012, Mr. Fong assumed the additional role of Chief Operating Officer. On March 26, 2013, Mr. Fong notified the Company that he would resign from his positions as Chief Financial Officer and Chief Operating Officer, effective April 12, 2013. We have initiated a search for candidates for the positions of Chief Financial Officer and Chief Operating Officer, but we cannot assure that our efforts to identify and recruit a permanent replacement will be completed by such date. Further, Richard Sadowsky who had, since July of 2012, been serving as our General Counsel on secondment from SNR Denton US LLP, was appointed Chief Administrative Officer as well as General Counsel to begin serving as an employee of the Company commencing January 1, 2013. The uncertainty inherent in our ongoing leadership transition can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, and may increase the likelihood of turnover of other key officers and employees. Our ongoing leadership transition could have a material adverse impact on our business, operating results or financial condition.

We implemented cost saving measures in the third and fourth quarters of 2011, 2012 and the first quarter of 2013 and may implement additional cost saving measures in the future. If we are not successful in implementing future cost savings initiatives, our operating results and financial condition could be adversely affected. We may also experience an adverse impact on our business as a result of the reduction in force.

In the third and fourth quarters of 2011, 2012 and the first quarter of 2013, we implemented a reduction in our global workforce, canceled hiring plans and implemented other cost saving measures. These measures were designed to realign our strategic path, streamline our business, improve quality and integrate our acquisition of Adenyo. We continue to review our cost structure and may implement further cost saving initiatives. We cannot guarantee that we will be successful in implementing such initiatives, or that such efforts will not interfere with our ability to achieve our business objectives. Moreover, a reduction in force can be difficult to manage, may cause concerns from current and potential customers, suppliers and other third parties with whom we do business, may increase the likelihood of turnover of other key employees, and may have an adverse impact on our business.

Any material weaknesses in our internal controls over financial reporting or failure to maintain proper and effective internal controls could impair our ability to produce accurate and timely financial statements and investors’ views of us could be harmed.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can manage our business and produce accurate financial statements on a timely basis is a costly and time-consuming

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effort. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Beginning with fiscal year 2011, we are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessment of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing this assessment. Our compliance with Section 404 has required and will continue to require that we incur additional expense and expend management time on compliance-related issues.

As of September 30, 2011, we found material weaknesses in our internal control over financial reporting and concluded that our disclosure controls and procedures were not effective. These material weaknesses were properly remediated as of December 31, 2011 and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2011. If we fail to maintain proper internal controls, our business could be adversely affected, our ability to predict our cash needs, and the market’s confidence in our financial statements could decline and the market price of our common stock could be adversely affected.

Our product development investments may not lead to successful new services or enhancements.

We expect to continue to invest in research and development for the introduction of new products and enhancements to existing services designed to improve the capacity, data processing rates and features of our services. Particularly with our increased emphasis on the mobile enterprise and marketing business, we must also continue to develop new products and services while we continue to develop existing features and to improve functionality of our platform based on specific customer requests and anticipated market needs. Research and development in the mobile data services industry, however, is complex, expensive and uncertain. We believe that we must continue to dedicate a significant amount of resources to research and development efforts to maintain our competitive position. If we are not able to expend sufficient capital on such research and development or if our efforts do not lead to the successful introduction of service enhancements that are competitive in the marketplace, there could be a material adverse effect on our business, operating results, financial condition and market share.

Our business is susceptible to risks associated with international sales and operations.

We are no longer in business in India, the Asia Pacific region, France and the Netherlands and are generally evaluating our business outside North America. We continue to operate in the UK and Canada. As a result, we are subject to the additional risks of conducting business outside the U.S., which may include:

We have a history of net operating losses and may continue to suffer losses in the future.

For the years ended December 31, 2007, 2008, 2009, 2010 and 2011 and 2012, we had net losses of approximately $77.9 million, $78.0 million, $16.3 million, $7.0 million, $195.4 million and $34.2 million,

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respectively. If we cannot become profitable, our financial condition will deteriorate further, and we may be unable to achieve our business objectives.

If we are unable to protect the confidentiality of our proprietary information, the value of our technology could be adversely affected.

Our business relies upon certain unpatented or unregistered intellectual property rights and proprietary information, including the mCore platform. Consequently, although we take measures to keep our key intellectual property rights and proprietary information confidential, we may not be able to protect our technology from independent invention by third parties. We currently attempt to protect most of our key intellectual property through a combination of trade secret, copyright and other intellectual property laws and by entering into employee, contractor and business partner confidentiality agreements. Such measures, however, provide only limited protection, and under certain circumstances we may not be able to prevent the disclosure of our intellectual property, or the unauthorized use or reverse engineering or independent development of our technology. This may allow our existing and potential competitors to develop products and services that are competitive with, or superior to, our services. Further, we may choose to expand our international presence. However, many of these countries’ intellectual property laws are not as stringent as those of the U.S. Effective patent, copyright, trademark and trade secret protections may be unavailable or limited in some foreign countries. As a result, we may not be able to effectively prevent competitors in these countries from using or infringing our intellectual property rights, which would reduce our competitive advantage and ability to compete in these regions or otherwise harm our business. In the future, we may also have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and divert our management’s attention and resources. In addition, such litigation may not be successful.

We expect that our revenue will fluctuate, which could cause our stock price to decline.

Any significant delays in the deployment of our services, unfavorable sales trends in our existing service categories, or changes in the spending behavior of wireless carriers could adversely affect our revenue growth. If our revenue fluctuates or does not meet the expectations of securities analysts and investors, our stock price would likely decline. Further, much of our revenue is based on managed services, which include a variable component that can fluctuate on a quarterly basis based on subscriber usage and acceptance of our media-based products.

We provide service level commitments to our wireless carrier customers, which could cause us to incur financial penalties if the stated service levels are not met for a given period and could significantly reduce our revenue.

Some of our customer agreements with wireless carriers provide service level commitments on a monthly basis. Our service level commitment varies by customer. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability and/or degraded performance of our service, we may incur financial penalties. Our revenue could be significantly impacted if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. The failure to meet our contractual level of service availability may require us to credit affected customers for a significant portion of their monthly fees, not just the value for the period of the downtime. As a result, failure to deliver services for a relatively short duration could result in our incurring significant financial penalties. Service level penalties represented 4% of total revenue in 2008, 1% of total revenue in 2009 and in 2010, and less than 1% of total revenue in 2011 and 2012. Any system failure, extended service outages, errors, defects or other performance problems with our managed and professional services could harm our reputation and may damage our customers’ businesses.

We use datacenters to deliver our platform and services and any disruption of service at these facilities could harm our business.

We host our services and serve all of our customers from various datacenter facilities located around the U.S. Several of our datacenter facilities are operated by third parties. We do not control the operations at the third-party facilities. All of these facilities are vulnerable to damage or interruption from earthquakes, hurricanes,

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floods, fires, terrorist attacks, power losses, telecommunications failures and similar events. They also could be subject to break-ins, computer viruses, denial of service attacks, sabotage, intentional acts of vandalism and other misconduct. The occurrence of a natural disaster or an act of terrorism, a decision to close the third-party facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our services. Although we maintain off-site tape backups of our customers’ data, we do not currently operate or maintain a backup datacenter for any of our services, which increases our vulnerability to interruptions or delays in our service. Interruptions in our services might harm our reputation, reduce our revenue, cause us to incur financial penalties, subject us to potential liability and cause customers to terminate their contracts other than in the customer-owned facility.

Capacity constraints could disrupt access to our services, which could affect our revenue and harm our reputation.

Our service goals of performance, reliability and availability require that we have adequate capacity in our computer systems to cope with the volume of traffic through our service delivery platforms. If we are successful in growing the size and scope of our operations, we will need to improve and upgrade our systems and infrastructure to offer our customers and their subscribers enhanced services, capacity, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources before the volume of our business rises, with no assurance that our revenues will grow. If our systems cannot be expanded in a timely manner to cope with increased traffic we could experience disruptions in service, lower customer and subscriber satisfaction and delays in the introduction of new services. Any of these problems could impair our reputation and cause our revenue to decline.

Our solutions may contain undetected software errors, which could harm our reputation and adversely affect our business.

Our solutions are highly technical and have contained and may contain undetected errors, defects or security vulnerabilities. Some errors in our solutions may only be discovered after a solution has been deployed and used by our wireless carrier customers. Any errors, defects or security vulnerabilities discovered in our solutions after commercial release could result in loss of revenue or delay in revenue recognition, loss of customers and increased service cost, any of which could adversely affect our business, operating results and financial condition. In addition, we could face claims for product liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit, is costly and may divert management’s attention away from the business and adversely affect the market’s perception of us and our services. In addition, if our business liability insurance coverage is inadequate or future coverage is unavailable on acceptable terms or at all, our operating results and financial condition could be adversely affected.

If we are successful in realigning our strategic path and grow our business yet fail to manage such future growth effectively, our business could be harmed.

In the past, such as from 2006 to 2010, our revenue from continuing operations has grown. This growth placed significant demands on our management, operational and financial infrastructure. If we are to be able to grow effectively in the future and to manage such growth, if achieved, we must succeed in the realignment of our strategic path and improve and continue to enhance our managerial, operational and financial controls, and train and manage our employees. We must also manage new and existing relationships with customers, suppliers, business partners and other third parties. These activities will require significant expenditures and allocation of valuable management resources. If we fail to maintain the efficiency of our organization during periods of growth, our profit margins may decrease, and we may be unable to achieve our business objectives.

In 2011 and 2012, we recognized significant impairment losses related to our goodwill and intangible assets. We may also recognize impairment losses for subsequent periods which would adversely affect our financial results.

We are required under U.S. GAAP to test goodwill for impairment annually and to assess our amortizable intangible assets, including capitalized software costs, and long-lived assets, as well as goodwill, for impairment

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when events or changes in circumstance indicate the carrying value may not be recoverable. Based on the presentation of our operations in India and the Asia Pacific region as well as of our subsidiaries in France and the Netherlands as discontinued operations on a retrospective basis, we recorded impairment charges of $140.5 million and $5.8 million in 2011 and 2009, respectively. Factors which have led to impairments include significant decline of our market capitalization below the book value of our net assets, changes in business strategy, restructuring of the business in connection with acquisitions, actual performance of acquired businesses below our expectations and expiration of customer contracts. Unanticipated events or changes in circumstances could adversely affect our ability to recover the carrying value of some or all of these assets. Based upon an anticipated reduction in the performance of our carrier business, primarily as a result of the loss of our contract with AT&T, as well as a sustained decline in our stock price resulting in a market capitalization below the book value of our net assets, we recorded impairment charges of $27.4 million in 2012. We may recognize additional impairment for subsequent periods. In addition, we may make additional acquisitions in the future which would increase the amount of such assets on our books that would be subject to potential future impairment. In the event any of our current or future assets became impaired the associated impairment charge could adversely impact our results of operations.

Our business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.

Our business activities involve the use, transmission and storage of confidential information. We believe that we take commercially reasonable steps to protect the security, integrity and confidentiality of the information we collect and store, but there is no guarantee that inadvertent or unauthorized disclosure will not occur or that third parties will not gain unauthorized access to this information despite our efforts. If such unauthorized disclosure or access does occur, we may be required, under existing and proposed laws, to notify persons whose information was disclosed or accessed. We may also be subject to claims of breach of contract for such disclosure, investigation and penalties by regulatory authorities and potential claims by persons whose information was disclosed. The unauthorized disclosure of information may result in the termination of one or more of our commercial relationships and/or a reduction in customer confidence and usage of our services, which would have a material adverse effect on our business, operating results and financial condition.

We may be subject to liability for our use or distribution of information that we receive from third parties.

As part of our business, we obtain content and commercial information from third parties. When we distribute this information, we may be liable for the data contained in that information. There is a risk that we may be subject to claims related to the distribution of such content such as defamation, negligence, intellectual property infringement, violation of privacy or publicity rights and product or service liability, among others. Laws or regulations of certain jurisdictions may also deem some content illegal, which may expose us to additional legal liability. We also gather personal information from subscribers in order to provide personalized services. Gathering and processing this personal information may subject us to legal liability for, among other things, defamation, negligence, invasion of privacy and product or service liability. We are also subject to laws and regulations, both in the U.S. and abroad, regarding the collection and use of subscriber information. If we do not comply with these laws and regulations, we may be exposed to legal liability. Some of the agreements by which we obtain content do not contain indemnity provisions in our favor. Even if a given contract does contain indemnity provisions, they may not cover a particular claim or type of claim or the party granting indemnity may not have the financial resources to cover the claim. Our insurance coverage may be inadequate to cover fully the amounts or types of claims that might be made. Any liability that we incur as a result of content we receive from third parties could adversely affect our results of operations.

Actual or perceived security vulnerabilities in mobile devices and privacy concerns related to mobile device technology could negatively affect our business.

The security of mobile devices and wireless networks is critical to our business. Individuals or groups may develop and deploy viruses, worms and other malicious software programs that attack mobile devices and

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wireless networks. Security experts have identified computer worms targeted specifically at mobile devices. Security threats could lead some mobile subscribers to reduce or delay their purchases of mobile content and applications in an attempt to protect their data privacy and reduce the security threat posed by viruses, worms and other malicious software. Wireless carriers and device manufacturers may also spend more on protecting their wireless networks and mobile devices from attack, which could delay adoption of new mobile devices that tend to include more features and functionalities that facilitate increased use of mobile data services. Actual or perceived security threats, and reactions to such threats, could reduce our revenue or require unplanned expenditures on new security initiatives.

Lawsuits have been filed against us and certain of our current and former directors and officers, which could divert management’s attention and adversely affect our business, results of operations and cash flows.

Lawsuits have been filed against us and certain of our current and former directors and officers in the U.S. District Court, Western District of Washington at Seattle alleging various violations of federal securities laws and of state law, including breaches of fiduciary duties and unjust enrichment, relating to alleged false and misleading statements and omissions made by us in our registration statement for our initial public offering, subsequent reports filed with the SEC and other press releases and public statements. As these cases are at a very early stage, at this time, we are not able to predict the probability of the outcome or estimate of loss, if any, related to these matters. However, these types of litigation often are expensive and divert management’s attention and resources. As a result, any of such claims, whether or not ultimately successful, could adversely affect our business, results of operations and cash flows.

Claims by others that we infringe their intellectual property rights could force us to incur significant costs.

We cannot be certain that our services do not and will not infringe the intellectual property rights of others. Many parties in the telecommunications and software industries have begun to apply for and obtain patent protection for innovative proprietary technologies and business methods. Given that our platform interacts with various participants in the mobile data ecosystem, existing or future patents protecting certain proprietary technology and business methods may preclude us from using such proprietary technology or business methods, or may require us to pay damages for infringement or fees to obtain a license to use the proprietary technology or business methods (which may not be available or, if available, may be on terms that are unacceptable), or both, which would increase our cost of doing business. In addition, litigation concerning intellectual property rights and the infringement of those rights, including patents, trademarks and copyrights, has grown significantly over the last several years and is likely to grow further in the future. If we become the subject of infringement claims, we may be forced into litigation, which will require us to devote significant resources and management’s time and attention to defend against such infringement claims. If it is determined that our services infringe the intellectual property rights of a third party, we may be required to pay damages or enjoined from using that technology or forced to obtain a license (which may not be available or, if available, may be on terms that are unacceptable) and/or pay royalties to continue using that technology. The assertion of intellectual property infringement claims against our technology could have a material adverse effect on our business, operating results and financial condition.

We may engage in acquisitions, dispositions and exits that could disrupt our business, cause dilution to our stockholders and harm our business, operating results or financial condition.

We may make selective domestic and international acquisitions of, and investments in, businesses that offer new products, services and technologies, augment our market coverage, and/or enhance our technological capabilities. Acquisitions and investments outside of the U.S. involve unique risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. We have ceased doing business in India, the Asia Pacific region, France and the Netherlands and continue to re-evaluate our overall international operations and may also dispose of certain businesses or assets or close existing businesses; such dispositions or closures may have an adverse effect on our business. Acquisitions, dispositions and exits in the high-technology sector are inherently risky and subject to

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many factors outside of our control, and no assurance can be given that our previous or future acquisitions, dispositions or exits will be successful and will not materially adversely affect our business and operations. In addition, the integration of any business we acquire may require that we incur significant restructuring charges. Acquisitions involve numerous risks, including difficulties in integrating the operations, management information systems and internal controls, technologies, products, and personnel of the acquired companies, particularly companies with overlapping business segments and widespread operations and/or complex products, such as Adenyo. Integration may be a difficult, drawn out process further complicated by such factors as geographic distances, lack of experience operating in the geographic market or industry sector of the acquired business, delays and challenges associated with integrating the business with our existing businesses, diversion of management’s attention from daily operations of the business, potential loss of key employees and customers of the acquired business, the potential for deficiencies in internal controls at the acquired business, performance problems with the acquired business’ technology, difficulties in entering markets in which we have no or limited direct prior experience, exposure to unanticipated liabilities of the acquired business, insufficient revenues to offset increased expenses associated with the acquisition, and our ability to achieve the growth prospects and synergies expected from any such acquisition. Even when an acquired business has already developed and marketed products and services, there can be no assurance that product or service enhancements will be made in a timely fashion or that all pre-acquisition due diligence will have identified all possible issues that might arise with respect to such acquired assets.

Any acquisition may also cause us to assume liabilities, record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential impairment charges, incur amortization expense related to certain intangible assets, increase our expenses and working capital requirements, and subject us to litigation, which would reduce our return on invested capital. Failure to manage and successfully integrate the acquisitions we make could materially harm our business and operations. Any future acquisitions may require additional debt or equity financing, which in the case of debt financing, will increase our leverage and, in the case of equity financing, would be dilutive to our existing stockholders. Any decline in our perceived credit- worthiness associated with an acquisition could adversely affect our ability to borrow and result in more restrictive borrowing terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic transactions in the future to the same extent as in the past, or at all. These and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition or disposition, and could adversely affect our business, operating results, and financial condition.

Government regulation of the mobile industry is evolving, and unfavorable changes or our failure to comply with regulations could harm our business and operating results.

As the mobile industry continues to evolve, we believe greater regulation by federal, state or foreign governments or regulatory authorities becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information and other mobile marketing regulations could affect our and our customers’ ability to use and share data, potentially reducing our ability to utilize this information for the purpose of continued improvement of the overall mobile subscriber experience. In addition, any regulation of the requirement to treat all content and application provider services the same over the mobile Internet, sometimes referred to as net neutrality regulation, could reduce our customers’ ability to make full use of the value of our services. Further, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations to access the Internet may be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the mobile Internet and the viability of mobile data service providers, which could harm our business and operating results. Finally, any further or more restrictive regulation of the ability of wireless carriers to include charges for goods and services in a mobile subscriber’s bill or their ability to offer up these capabilities to third parties, such as ourselves, on a bill-on-behalf-of basis could negatively affect our business.

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Our use of open source software could limit our ability to commercialize our services.

We have incorporated open source software into our services. Although we closely monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our services. In that event, we could be required to seek licenses from third parties in order to continue offering our services, to re- engineer our products or to discontinue sales of our services, any of which could materially adversely affect our business.

The market price of our common stock, our Series J preferred stock and our common stock warrants may be highly volatile or may decline regardless of our operating performance.

Broad market and industry factors may adversely affect the market price of our common stock, our Series J preferred stock and our common stock warrants, regardless of our actual operating performance. Factors that could cause wide fluctuations in the stock price may include, among other things:

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Our common stock price has declined significantly since our IPO in 2010 and may continue to do so as a result of the above described factors as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our common stock. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. We are subject to this type of litigation and may be the target of additional litigation of this nature. Such securities litigation could result in substantial costs and a diversion of our management’s attention and resources, whether or not we are successful in such litigation.

Mr. Carl C. Icahn indirectly owns a significant amount of our common and Series J preferred stock and the note issued under our term loan, he has a relationship with two of our directors, our charter waives the corporate opportunity doctrine as it relates to funds affiliated with him and he may have interests that diverge from those of other stockholders.

Mr. Carl C. Icahn controls approximately 14.5% of the voting power of our common stock as of March 4, 2013. Further, as a result of exercising his basic subscription privilege and oversubscription privilege in full in the recently completed rights offering, he holds 95.5% of our Series J preferred stock, which has limited voting

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rights, and he holds common stock warrants, that if exercised in full, would bring his voting power to 30.4%. Transactions could be difficult to complete without the support of Mr. Carl C. Icahn. For example, the Reorganization and the Name Change each require the affirmative vote of the holders of a majority of our outstanding shares of common stock and Series J preferred stock (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes), voting together as a single class. Based on his stockholdings, Mr. Carl C. Icahn controls approximately 55.9% of the votes entitled to be cast at the Special Meeting with respect to the Reorganization and the Name Change. Consequently, Mr. Carl C. Icahn controls whether or not the Reorganization and the Name Change will be approved. It is possible that Mr. Carl C. Icahn may not support transactions, director appointments and other corporate actions that other stockholders would support. In addition, Mr. Brett M. Icahn, one of our directors, is the son of Mr. Carl C. Icahn, and Mr. Hunter C. Gary, another of our directors, is married to Mr. Carl C. Icahn’s wife’s daughter.

In our certificate of incorporation, we renounce and provide for a waiver of the corporate opportunity doctrine as it relates to the funds affiliated with Koala Holding LP, an affiliate of Mr. Carl C. Icahn, Technology Crossover Ventures, and any person or entity affiliated with these investors. As a result, Mr. Carl C. Icahn and entities controlled by him will have no fiduciary duty to present corporate opportunities to us. These exempted persons are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. They may also pursue, for their own accounts, acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if attractive corporate opportunities are directed by the exempted persons to themselves or their other affiliates instead of to us.

In addition, on September 16, 2011, we entered into, and on November 14, 2011 and February 28, 2012, we amended, a $20 million term loan with High River, which is secured by substantially all of our assets and is guaranteed by two of our subsidiaries, mCore International and Motricity Canada. High River is beneficially owned by Mr. Carl C. Icahn. The principal and interest are due and payable at maturity on August 28, 2013. The term loan provides High River with a right to accelerate the payment of the term loan if, among others, we experience an ownership change (within the meaning of Section 382 of the Code) that results in a substantial limitation on our ability to use our NOLs and related tax benefits or if the shares of our Series J preferred stock or any other shares of preferred stock we may issue become redeemable at the option of the holders or if we are required to pay the liquidation preference for such shares.

Our historical financial statements may not be indicative of future performance.

In light of our acquisitions of the mobile division of InfoSpace in December 2007 and of Adenyo in April 2011, our operating results only reflect the impact of those acquisitions from the acquisition date, and therefore comparisons with prior periods are difficult. As a result, our limited historical financial performance as owners of the mobile division of InfoSpace and the Adenyo business may make it difficult for stockholders to evaluate our business and results of operations to date and to assess our future prospects and viability. Furthermore, our operating history includes business in geographic areas in which we are no longer active, all of which has resulted in revenue and profitability growth rates that may not be indicative of our future results of operations. As a result, the price of our common stock may be volatile. As of January 1, 2012, all of the operations related to India, the Asia Pacific region, our France subsidiary and our Netherlands subsidiary are reported as discontinued operations in the consolidated financial statements and we updated the historical consolidated financial statements in order to present the results of our operations in India and the Asia Pacific region as well as of our subsidiaries in France and the Netherlands as discontinued operations on a retrospective basis for the years ended December 31, 2011 and 2010. As a result of the foregoing factors, the recent significant changes in our company, the realignment of our strategic path and our exploration of financing alternatives, our historical results of operations are not necessarily indicative of the operating results to be expected in the future.

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If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these reports or analysts. If any of the analysts who cover our company downgrades our stock, or if our operating results do not meet the analysts’ expectations, our stock price could decline. Moreover, if any of these analysts ceases coverage of our company or fails to publish regular reports on our business, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

We have not paid or declared dividends in the past, and do not plan to pay or declare dividends in the future, other than in connection with the recently completed rights offering and dividends payable on Series J preferred stock, and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We have never declared or paid any dividends on our common stock and currently, other than the distribution of subscription rights pursuant to the recently completed rights offering and dividends payable on Series J preferred stock described herein, do not expect to declare or pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used in the operation and growth of our business and the payment of dividends on our Series J preferred stock. Any determination to pay dividends on our common stock in the future will be at the discretion of our board of directors. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our term loan and the terms of our Series J preferred stock when issued and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock.

A holder of our Series J Preferred Stock who causes an ownership change, which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or whose shares were not voted in favor of the net operating loss protective measures, cannot require redemption of his shares upon such a triggering event. This could make it more difficult for you to trade your shares of Series J preferred stock and could limit the price that investors might be willing to pay in the future for shares of our Series J preferred stock.

A holder of our Series J Preferred Stock who causes an ownership change, which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or whose shares were not voted in favor of the net operating loss protective measures, cannot require redemption of his shares upon such a triggering event. This may operate as a restriction on the transferability of the shares of Series J preferred stock and could limit the price that investors might be willing to pay in the future for shares of our Series J preferred stock.

Our common stock is ranked junior to our Series J preferred stock.

Our common stock is ranked junior to our Series J preferred stock. The outstanding Series J preferred stock has a preference upon our dissolution, liquidation or winding up of our company in respect of assets available for distribution to our stockholders. Furthermore, the holders of our Series J preferred stock may require us to redeem their shares of Series J preferred stock in connection with a change in control, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers which cause a change in 20% or more of the voting power of our company, if we experience an ownership change (within the meaning of Section 382 of the Code), which results in a substantial limitation on our ability to use our net operating losses and related tax benefits or if we fail to implement measures designed to preserve the use of our net operating losses and related tax benefits.

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The terms of our Series J preferred stock require that they be redeemed prior to the redemption of our common stock in connection with dissolution, liquidation or winding up of our company, and the holders may require us to redeem their shares of Series J preferred stock if we experience a change in control; this could prevent a change in control.

The terms of our Series J preferred stock require that they be redeemed prior to the redemption of our common stock in connection with dissolution, liquidation or winding up or a change in control of our company and the holders may require us to redeem their shares of Series J preferred stock if we experience a change in control, which includes a person becoming a beneficial owner of securities representing at least 50% of the voting power of our company, a sale of substantially all of our assets, and certain business combinations and mergers which cause a change in 20% or more of the voting power of our company. This may delay the assumption of control by a holder of a large block of capital stock and the removal of incumbent directors and management, even if such removal may be beneficial to some or all of our stockholders. Such restrictions may adversely affect the market price of our stock.

There can be no assurance that in the event of any dissolution, liquidation, or winding up of our company, we will be able to make distributions or payments in full to all the holders of the Series J preferred shares or that we, if required, will be able to redeem such shares.

The Series J preferred stock ranks senior to our common stock, but we may in the future issue one or more series of preferred stock that ranks senior to, junior to, or pari passu with, our Series J preferred stock. There can be no assurance that in the event of any dissolution, liquidation, winding up or change of control of our company, we will be able to make distributions or payments in full to all the holders of the Series J preferred shares.

The dividends on our Series J preferred stock can be paid in kind.

The terms of the Series J preferred stock allow dividends on the Series J preferred shares to be paid in kind and, therefore, allow the repayment of the principal and accrued dividends on the Series J preferred stock to be deferred until the final maturity of the Series J preferred stock. There can be no assurance that we will have enough capital to repay the full amount of the principal and accrued dividends when the payment of principal and accrued dividends on the Series J preferred stock become due. No plan, arrangement or agreement is currently in place that would prevent us from paying dividend with respect to the Series J preferred stock in cash.

If you do not exercise your common stock warrants in connection with a change in control, they will terminate and have no further rights or value.

Our common stock warrants provide that they terminate if they are not exercised in connection with a capital reorganization, reclassification of our securities, consolidation or merger of our company resulting in a change of 50% of the voting power of the company, a sale of substantially all of our assets or a similar transaction requiring stockholder approval shall be effected. If you do not exercise your common stock warrants in connection with such a transaction, the warrants will terminate and be of no further value. There are no assurances that any such transaction would provide value for the common stock received upon the exercise of the common stock warrants at or in excess of the exercise price of such warrants.

We are required by the terms of the common stock warrants to use our reasonable best efforts to maintain an effective registration statement covering the issuance of the shares of common stock underlying the common stock warrants at the time that our warrant holders exercise their warrants. The exercise of our common stock warrants may also be limited by state securities laws. We cannot guarantee that a registration statement will be effective, in which case our warrant holders may not be able to exercise their common stock warrants.

Holders of our common stock warrants will be able to exercise the common stock warrants only if a registration statement under the Securities Act relating to the shares of our common stock underlying the warrants is then

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effective. We have a contractual obligation to use our reasonable best efforts to maintain a current registration statement covering the shares of common stock underlying the warrants to the extent required by federal securities laws, and we intend to, but may not be able to, comply with our undertaking. Our common stock warrants expire if they are not exercised in connection with a capital reorganization, reclassification of our securities, consolidation or merger of our company resulting in a change of 50% of the voting power of the company, a sale of substantially all of our assets or a similar transaction requiring stockholder approval shall be effected, a merger, consolidation, business combination, sale of substantially all of our assets or similar transaction requiring shareholder approval, even if a registration statement covering the shares underlying the common stock warrants is not effective at such time. The value of the warrants may be greatly reduced if a registration statement covering the shares of common stock issuable upon the exercise of the warrants is not kept current.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Attending the Special Meeting

The Special Meeting will be held on April 9, 2013, at 2:00 p.m. Eastern Daylight Time, at the offices of Brown Rudnick LLP, Seven Times Square, New York, NY, 10035, to consider the matters set forth in the Notice of Special Meeting of Stockholders, which was mailed on March 20, 2013. This proxy statement/prospectus and the form of proxy enclosed are being mailed to stockholders commencing on or about March 28, 2013.

Stockholders Entitled to Vote

Only stockholders of record of the common stock, par value $0.001 per share, of the Company and stockholders of record of the Series J preferred stock, par value $0.001 per share, of the Company at the close of business on March 4, 2013 will be entitled to vote at the Special Meeting, provided that the holders of Series J preferred stock are only entitled to vote on the Reorganization (Proposal 1) and the Name Change (Proposal 4). As of that date, a total of 46,733,246 shares of common stock were outstanding, each share being entitled to one vote and a total of 1,199,643 shares of Series J preferred stock were outstanding, each share being entitled to 40 votes. There is no cumulative voting.

Street Name Holders and Record Holders

If you own shares through a broker, the registered holder of those shares is the broker or its nominee. Such shares are often referred to as held in “street name,” and you, as the beneficial owner of those shares, do not appear in our share register. For street name shares, there is a two-step process for distributing our proxy materials and tabulating votes. Brokers inform us how many of their clients own shares in street name, and the broker forwards our proxy materials to those beneficial owners. If you receive our proxy materials, including a voting instruction card, from your broker, you should vote your shares by following the procedures specified on the voting instruction card. Shortly before the Special Meeting, your broker will tabulate the votes it has received and submit a proxy card to us reflecting the aggregate votes of the street name holders. However, if you do not timely provide directions to you broker, the broker may vote on matters for which it has discretionary voting authority. Brokers will only have discretionary voting authority to vote on Proposal 2 and Proposal 3 at the Special Meeting. If a broker cannot vote on a matter because it does not have discretionary voting authority, this is a “broker non-vote” on that matter.

In order to vote your street name shares in person by attending the Special Meeting, as opposed to directing your broker or nominee to vote your shares, you should contact your broker to obtain a broker’s proxy card authorizing you to vote your street name shares and bring it to the Special Meeting.

If you are the registered holder of shares, you are the record holder of those shares, and you should vote your shares as described below under “How Record Holders Vote.”

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How Record Holders Vote

You can vote at the Special Meeting in person or by proxy. We recommend that you vote by proxy even if you plan to attend the Special Meeting. You can always attend the Special Meeting and revoke your proxy by voting in person.

There are three ways to vote by proxy:

By giving us your proxy, you are authorizing the individuals named on our proxy card, the proxies, to vote your shares in the manner you indicate. You may vote “FOR”, vote “AGAINST” or “ABSTAIN” from voting on (a) the Reorganization, (b) the Voltari Reverse Split, (c) the Motricity Reverse Split and (d) the Name Change.

If you vote by proxy without indicating your instructions, your shares of common stock will be voted FOR each of the below proposals, and your shares of Series J preferred stock will be voted FOR the Reorganization and Name Change:

Revocation of Proxies

A stockholder may revoke a proxy at any time prior to its exercise (i) by giving to the Company’s Secretary a written notice of revocation of the proxy’s authority, (ii) by submitting a duly elected proxy bearing a later date or (iii) by attending the Special Meeting and voting in person. Your attendance at the meeting alone will not revoke your proxy.

Quorum and Votes Necessary for Action to be Taken

Quorum and Adjournment . The presence, at the commencement of the Special Meeting, in person or by proxy of the holders of a majority of the issued and outstanding shares of common stock and Series J preferred stock of the Company will constitute a quorum for the transaction of business at the Special Meeting. Both abstentions and broker “non-votes” are counted for the purpose of determining a quorum. If, however, a quorum is not present or represented at the Special Meeting, either the person presiding at the Special Meeting or a majority of the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the Special Meeting, without notice other than announcement at the Special Meeting, until a quorum shall be present or represented.

Vote Required for the Reorganization (Proposal 1) and the Name Change (Proposal 4). Approval of the Reorganization and the Name Change requires the affirmative vote of the holders of a majority of the issued and outstanding shares of the Company’s common stock and Series J preferred stock voting together as a single class (with each share of common stock having one vote and each share of Series J preferred stock having 40 votes).

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