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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 23, 2025

 

Mobivity Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53851   26-3439095
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   Identification No.)

 

3133 West Frye Road, # 215

Chandler, Arizona 85226

(Address of principal executive offices) (Zip Code)

 

(877) 282-7660

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 23, 2025, the board of directors (the “Board”) of Mobivity Holdings Corp. (the “Company”) adopted Amended and Restated Bylaws (the “Restated Bylaws”). The Restated Bylaws include amendments that expand the powers and authority of committees created by the Board, consistent with state law. The Restated Bylaws also incorporate various conforming, ministerial, and other related changes.

 

The preceding description of the Restated Bylaws and any provisions thereof is qualified in its entirety by reference to the Restated Bylaws filed herewith as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit
No.
  Description
     
3.1   Amended and Restated Bylaws of Mobivity Holdings Corp.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  Mobivity Holdings Corp.
   
Date: June 27, 2025 By: /s/ Skye Fossey-Tomaske
    Skye Fossey-Tomaske
    Interim Chief Financial Officer

 

 

 

 


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