UNITED STATES
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WASHINGTON, D.C. 20549
FORM
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MOBIQUITY TECHNOLOGIES, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Mobiquity Technologies, Inc.
Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2026 (Unaudited) | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Capitalized software development costs, net | ||||||||
| Investment | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Contract liabilities | ||||||||
| Related party debt, net | ||||||||
| Debt, net | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders' Equity | ||||||||
| AAA preferred stock; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred stock Series E; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred stock Series H; $ par value, shares authorized, shares issued and outstanding | ||||||||
| Common stock; $ par value, shares authorized, and shares issued, and shares outstanding | ||||||||
| Treasury stock, at cost, $ par value shares outstanding | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| 3 |
Mobiquity Technologies, Inc.
Consolidated Statements of Operations (Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Loss on disposal of fixed assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Total other expense - net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding - basic and diluted | ||||||||||||||||
See accompanying notes to the consolidated financial statements
| 4 |
Mobiquity Technologies, Inc.
Consolidated Statements of Stockholders' Equity (Unaudited)
For the Three and Six Months Ended June 30, 2026 and 2025
| Series E Preferred Stock | Series H Preferred Stock | Series AAA Preferred Stock | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Stock based compensation | – | – | – | |||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||
| Common stock exchanged for investment | – | – | – | |||||||||||||||||||||
| Common stock issued for warrant conversion | – | – | – | |||||||||||||||||||||
| Net loss | – | – | – | |||||||||||||||||||||
| Balance, at March 31, 2025 | ||||||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Common stock issued for original issue debt discount | – | – | – | |||||||||||||||||||||
| Common stock issued for future equity sale | – | – | – | |||||||||||||||||||||
| Net loss | – | – | – | |||||||||||||||||||||
| Balance, at June 30, 2025 | $ | $ | $ | |||||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | |||||||||||||||||||||
| Common stock issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Common stock issued for debt discount and debt extinguishment | – | – | – | |||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||
| Net loss | – | – | – | |||||||||||||||||||||
| Balance, at March 31, 2026 | ||||||||||||||||||||||||
| Common stock and warrants issued for services | – | – | – | |||||||||||||||||||||
| Common stock issued for cash | – | – | – | |||||||||||||||||||||
| Common stock issued for debt discount and debt extinguishment | – | – | – | |||||||||||||||||||||
| Note payable conversion to common stock | – | – | – | |||||||||||||||||||||
| Net loss | – | – | – | |||||||||||||||||||||
| Balance, at June 30, 2026 | $ | $ | $ | |||||||||||||||||||||
(continued)
| 5 |
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock | Paid-in | Treasury Shares | Accumulated | Stockholders' | ||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||
| Balance, at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Stock based compensation | – | – | ||||||||||||||||||||||||||
| Note payable conversion to common stock | – | |||||||||||||||||||||||||||
| Common stock exchanged for investment | – | |||||||||||||||||||||||||||
| Common stock issued for warrant conversion | ( | ) | – | |||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Common stock issued for original issue debt discount | – | |||||||||||||||||||||||||||
| Common stock issued for future equity sale | – | |||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance, at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Common stock issued for debt discount and debt extinguishment | – | |||||||||||||||||||||||||||
| Note payable conversion to common stock | – | |||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock and warrants issued for services | – | |||||||||||||||||||||||||||
| Common stock issued for cash | – | |||||||||||||||||||||||||||
| Common stock issued for debt discount and debt extinguishment | – | |||||||||||||||||||||||||||
| Note payable conversion to common stock | – | |||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
See accompanying notes to the consolidated financial statements
| 6 |
Mobiquity Technologies, Inc.
Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2026 and 2025
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Provision for credit losses | ||||||||
| Loss on disposal of assets | ||||||||
| Loss on debt extinguishment | ||||||||
| Amortization of capitalized software development costs | ||||||||
| Amortization of debt discounts | ||||||||
| Common stock and warrants issued for services | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| (Increase) decrease in accounts receivable | ( | ) | ( | ) | ||||
| (Increase) decrease prepaid expenses and other assets | ||||||||
| Increase (decrease) in accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Issuance of common stock for cash | ||||||||
| Issuance of related party debt, net of discounts and issuance costs | ||||||||
| Issuance of debt, net of discounts and issuance costs | ||||||||
| Repayments on related party debt | ( | ) | ||||||
| Repayments on debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash - beginning of period | ||||||||
| Cash - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of common stock and warrants as compensation under services agreements | $ | $ | ||||||
| Common stock issued for original issue debt discount and debt extinguishment | $ | $ | ||||||
| Issuance of common stock through conversion of debt | $ | $ | ||||||
| Common stock issued for future equity sale | $ | $ | ||||||
| Note payable issued as settlement for accounts payable | $ | $ | ||||||
| Common stock exchanged for equity investment | $ | $ | ||||||
| Common stock issued as settlement for accounts payable | $ | $ | ||||||
See accompanying notes to the consolidated financial statements
| 7 |
MOBIQUITY TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(UNAUDITED)
NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS
Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our,” or the “Company”) is an artificial intelligence (“AI”) software and customer acquisition technology company focused on helping enterprises identify, acquire, engage, and retain customers through autonomous, data-driven decisioning and execution. The Company develops and operates proprietary software platforms that combine customer intelligence, AI-powered decisioning, and automated campaign execution into a unified operating system designed to improve customer acquisition performance.
The Company's core platform, GrowthOS™, is an AI-powered customer acquisition operating system designed to continuously transform data into intelligence, intelligence into decisions, and decisions into measurable business outcomes. GrowthOS integrates proprietary technologies that enable organizations to automate significant portions of the customer acquisition lifecycle while continuously improving performance through ongoing data collection and machine learning.
GrowthOS consists of three integrated technology components:
| · | GeoIntel™ serves as the intelligence layer, transforming consumer, behavioral, geographic, transactional, and contextual data into actionable insights, predictive audience models, and customer intelligence. | |
| · | CMOne™ serves as the AI decision engine, utilizing artificial intelligence and machine learning to determine customer targeting, messaging, timing, channel selection, and campaign optimization across the customer journey. | |
| · | ATOS™ (Advertising Technology Operating System) serves as the activation and execution layer, automating campaign deployment, media buying, customer engagement, measurement, and optimization across digital advertising and customer acquisition channels. |
Together, these technologies create a closed-loop operating environment in which customer interactions continuously generate new data signals that enhance future intelligence, improve AI decision-making, and optimize campaign execution. Management believes this continuous learning architecture enables the platform to improve customer acquisition efficiency and effectiveness over time.
In addition to its software platform, the Company provides AI-enabled customer acquisition services, data intelligence, analytics, media execution, audience development, campaign management, attribution, and marketing optimization solutions to enterprise clients across multiple industries.
The Company generates revenue through a combination of software subscriptions, platform licensing, managed services, customer acquisition programs, data intelligence and analytics services, media execution, implementation services, and strategic technology partnerships. As the GrowthOS platform expands, management expects recurring software and platform revenues to represent an increasing percentage of total revenue.
The Company continues to invest in artificial intelligence, machine learning, customer intelligence, automation technologies, and strategic partnerships designed to expand the capabilities of GrowthOS and support long-term recurring revenue growth.
Going Concern
Since inception, the Company has generated recurring
losses as well as negative operating cash flows in its annual consolidated financial statements. As of June 30, 2026, the Company had
an accumulated deficit of approximately $. Management expects to continue to incur additional substantial losses in the foreseeable
future. The Company has historically funded its operations primarily through equity or debt financings. Total unrestricted cash and cash
equivalents on hand as of June 30, 2026 was $
| 8 |
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (U.S. GAAP) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2026, and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended June 30, 2026, are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 8, 2026.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries, Mobiquity Networks, Inc. And Advangelists, LLC. All intercompany transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments
The Company follows ASC 820, Fair Value Measurement, for financial assets and liabilities that are measured and reported at fair value. The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.
Goodwill
The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.
The Company performs its annual impairment tests
of goodwill as of December 31st of each year, or more frequently if certain indicators are present. Goodwill is required to be tested
for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which
is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information
available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results.
Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the
anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components
are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has reporting unit as of
June 30, 2026, and December 31, 2025.
| 9 |
Capitalized Software Development Costs
In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations.
Derivative Financial Instruments
The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, Distinguishing Liabilities from Equity (ASC 480), and FASB ASC Topic No. 815, Derivatives and Hedging (ASC 815).
Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk.
Debt Issuance Costs and Debt Discounts
Debt discounts, debt issuance costs paid to lenders
or third parties, and other original issue discounts on debt, are recorded as debt discounts or debt issuance costs and amortized to interest
expense in the consolidated statements of operations, over the term of the underlying debt instrument, using the effective interest method,
with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the three months ended
June 30, 2026 and 2025, the Company recognized approximately $
| 10 |
Revenue Recognition
The Company generates revenue primarily from internet advertising, platform licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.
The Company’s contracts generally contain a single performance obligation, or a series of substantially similar services treated as a single performance obligation. Revenue is recognized at the point in time or over time, as applicable, based on the nature of the promised services and the contractual terms.
The Company evaluates its role in arrangements with customers to determine whether it acts as a principal or an agent. In making this assessment, the Company considers whether it obtains control of the specified goods before they are transferred to the customer, including indicators such as (i) primary responsibility for fulfillment of the promise to provide the goods, (ii) inventory risk, if applicable, before or after transfer of the goods, and (iii) discretion in establishing prices. Based on this evaluation, the Company has concluded that it generally acts as a principal in its customer arrangements because it controls the services before they are transferred to customers. As a result, revenue is recognized on a gross basis, representing the amount billed to the customer. The Company reassesses principal versus agent conclusions when facts and circumstances change.
The transaction
price is generally fixed and determinable at contract inception and is stated in the customer contract. The Company considers the effects
of variable consideration, including discounts and other price concessions, and includes an estimate of such amounts in the transaction
price only to the extent
that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty
is resolved, if applicable.
The Company typically invoices customers at or shortly after the time control of the products transfers to
the customer. Payment terms are customary for the industry and generally range from 30 to 90 days. As a result, contracts with customers
do not typically include a significant financing component. Contract assets are not significant, as the Company’s right to consideration
is generally unconditional at the time of invoicing. Contract liabilities (deferred revenue) primarily relate to advance payments from
customers and are recognized as revenue when the related performance obligations are satisfied.
Contract Liabilities
Contract liabilities represent customer deposits
received in advance of the Company satisfying its performance obligations and recognizing revenue. Upon fulfillment of the performance
obligation(s) in accordance with the terms of the contract, the related contract liability is relieved, and revenue is recognized. As
of June 30, 2026, December 31, 2025, and January 1, 2025, contract liabilities totaled $
Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible debt, outstanding stock options, outstanding warrants, Series AAA preferred stock and Series E preferred stock. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. See Note 7 for additional information.
| 11 |
Stock-Based Compensation
The Company accounts for stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period for employee awards, which is usually the vesting period, and when the goods are obtained or services are received, for nonemployee awards. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The fair value of stock-based compensation is generally determined by using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date).
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU No. 2023-09), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, and allows for adoption on a prospective basis, with a retrospective option. The Company adopted the new standard for the year ended December 31, 2025, and applied this standard retrospectively to all prior periods presented. The adoption of the standard did not have a material impact on the consolidated financial statement disclosures.
In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU No. 2024-04). The ASU updates the accounting and disclosure requirements for certain convertible debt instruments and contracts in an entity’s own equity, including clarifying guidance related to classification, measurement, and related disclosures. ASU No. 2024-04 is effective for fiscal years beginning after December 15, 2025, and for interim periods within those fiscal years. The ASU allows for adoption on either a modified retrospective or full retrospective basis. The adoption of the standard did not have a material impact on the consolidated financial statement disclosures.
Recently Issued Accounting Pronouncement Not Yet Adopted
In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU No. 2024-03). The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the consolidated statements of operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-03 on the consolidated financial statement disclosures.
Reclassification
Certain amounts in the consolidated statement of stockholders’ equity for the three-month period ended March 31, 2026 have been reclassified to conform with the current period presentation.
| 12 |
NOTE 3 – INTANGIBLE ASSETS
Definite-Lived Intangible Assets
The Company’s definite-lived intangible assets consist of capitalized software development costs. The intangible assets are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are also reviewed for impairment or obsolescence when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
| Useful Life | June 30, 2026 | December 31, 2025 | ||||||||
| Software development costs | 5 years | $ | $ | |||||||
| Less accumulated amortization | ( |
) | ( |
) | ||||||
| Net carrying value, software development costs | $ | $ | ||||||||
During each of the three months ended June 30,
2026, and 2025, the Company recognized approximately $
Future approximate annual amortization of software development costs for products being marketed at June 30, 2026, is as follows:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 4 – DEBT
Related Party Debt - Salkind Loans
During September and December 2025, the Company
entered into two individual short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, for working capital purposes
(2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $
During the six months ended June 30, 2026, Dr.
Salkind loaned the Company an additional $
For the three months ended June 30, 2026,
the Company recognized approximately $
| 13 |
Merchant Agreements
During the year ended December 31, 2025, the Company
entered into five individual agreements with a Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements).
The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $
On January 28, 2026, the Company entered into
one agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with the same financial institution in
exchange for gross cash funding of approximately $
On April 29, 2026, the Company entered into
an agreement for the purchase and sale of future receivables (April 2026 Merchant Agreement) with the same financial institution in
exchange for $
2025 Promissory Notes
In March 2025, the Company issued a promissory
note with a financial institution (Lender One) in the principal amount of $
On July 8, 2025, and July 17, 2025, the Company
issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $
| 14 |
On September 15, 2025, the Company issued a promissory
note in the principal amount of $
2026 Promissory Notes
On January 14, 2026, the Company issued a convertible
promissory note in the principal amount of $
On March 9, 2026, the Company issued a convertible
promissory note in the principal amount of $
In June 2026, the Company issued a convertible
promissory note in the principal amount of $
2025 Convertible Loan Agreements
During the year ended December 31, 2025, the Company
entered into eight other individual Subscription Agreements and Convertible Promissory Notes for a total of $
| 15 |
2026 Convertible Loan Agreement
During the six months ended June 30, 2026, the
Company entered into a Subscription Agreement and Convertible Promissory Note for $
Other Debt
In August 2025, Company entered a financing arrangement
with their Directors and Officers (D&O) insurance provider to fund the annual $
Following is a summary of debt outstanding at June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Merchant Agreements | $ | |||||||
| Promissory Notes, Loan Agreements, and Other Debt | ||||||||
| Total Debt | ||||||||
| Less: Unamortized Debt Discounts | ( | ) | ( | ) | ||||
| Total Debt, Net | $ | |||||||
The weighted average interest rate on short term borrowings outstanding
at June 30, 2026, and December 31, 2025, was
| 16 |
NOTE 5 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 105,000,000 shares, comprised of shares of common stock, per share par value $, and shares of preferred stock, per share par value $.
Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:
| · | shares as Series AA Preferred Stock, outstanding | |
| · | shares as Series AAA Preferred Stock, shares outstanding | |
| · | shares as Series AAAA Preferred Stock, outstanding | |
| · | shares as Series C Preferred Stock, outstanding | |
| · | shares as Series B Preferred Stock: outstanding | |
| · | shares as Series E Preferred Stock, shares outstanding | |
| · | share of Series F Preferred Stock, outstanding | |
| · | shares of Series G Preferred Stock, outstanding | |
| · | shares of Series H Preferred Stock, outstanding |
Rights Under Preferred Stock
The Company’s classes of preferred stock include the following provisions:
Optional Conversion Rights of Preferred Stock
| · | ||
| · | ||
| · | ||
| · | ||
| · | ||
| · |
| 17 |
Issuance of Common Stock for Services
During the year ended December 31, 2025, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the Consulting Agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025, common stock shares issued
under the Consulting Agreements totaled
and warrant shares issued totaled .
The fair value of the common shares issued totaled approximately $
Effective January 23, 2026, the Company entered
into a Business Development Agreement with a third-party consultant, with a service term of eleven months. Compensation under the agreement
consisted of shares of the Company’s common stock issued and valued at the effective date of the agreement. The total fair
value of the common stock issued was $
Effective May 1, 2026, the Company entered into
a Consulting Agreement with a third-party consultant, with a service term of six months. Compensation under the agreement included an
up-front cash payment of $
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
As discussed in Note
4, during the six months ended June 30, 2026, the Company issued a total of shares of its common stock, at a total value of
$, resulting from conversion of outstanding debt principal. The Company also issued a total of shares of its common stock
at a total value of $
2026 Issuances of Common Stock for Cash
During the six
months ended June 30, 2026, the Company issued a total of
shares of its common stock, at per share prices ranging from $0.50 to $1.03, for total net cash proceeds of approximately $
| 18 |
Options
The Company maintains multiple stock-based compensation plans (collectively, the Plans), including legacy plans under which certain awards may remain outstanding. The Company’s primary plan is the 2023 Employee Benefit and Consulting Services Compensation Plan (the 2023 Plan), which was approved by the Board of Directors on December 19, 2023. The 2023 Plan is substantially similar to prior plans but provides for a larger share reserve and continued flexibility in granting equity-based awards. The 2023 Plan was amended in October 2024 and December 2025 to increase the number of shares available for issuance to shares.
In addition, the Company adopted the 2023 Equity Participation Plan (the 2023 EP Plan), which was approved by the Board of Directors on April 17, 2023, and by stockholders on August 14, 2023. The 2023 EP Plan authorizes the issuance of up to shares and allows for the grant of restricted unit awards.
On December 31, 2025, the Board approved a further increase in the number of shares available under the 2023 Plan to shares and granted non-statutory stock options with a -year term, immediately exercisable, at an exercise price of $ per share to certain officers, directors, employees, and consultants.
All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 Stock Compensation. No stock options were granted during the six months ended June 30, 2026.
| Share | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (Years) |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | – | $ | |||||||||||||
| Cancelled & expired | $ | – | $ | |||||||||||||
| Outstanding and exercisable, June 30, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value of options outstanding and exercisable at June 30, 2026, and December 31, 2025, is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock closing price of $ and $, respectively.
As of June 30, 2026, there is unamortized compensation cost related to unvested stock option awards.
| 19 |
Warrants
Effective May 1, 2026, the Company entered into
a Consulting Agreement with a third-party consultant, with a service term of six months. Compensation under the agreement included warrants
for the purchase of
No common stock warrants were issued for the six months ended June 30, 2025
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (Years) |
Aggregate Intrinsic |
|||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the periods presented. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, including potentially dilutive securities when dilutive.
For the three and six months ended June 30, 2026, and 2025, the Company reported net losses; therefore, all potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive. As a result, basic and diluted loss per share were the same for both periods presented.
The following potentially dilutive securities outstanding as of June 30, 2026, and December 31, 2025, were excluded from the computation of diluted loss per share because their effect would have been anti-dilutive:
| June 30, 2026 | December 31, 2025 | |||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Convertible debt | ||||||||
| Series AAA preferred stock | ||||||||
| Series E preferred stock | ||||||||
| Total common stock equivalents | ||||||||
| 20 |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Litigation
Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defended the claims. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. In September of 2025, the Company was notified that Mr. Trepeta’s appeal was denied, and the court has since dismissed the case.
NOTE 9 – SEGMENT REPORTING
The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Company’s technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Company’s CEO, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner.
| 21 |
The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the three months ended June 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Less: cost of revenues | ||||||||
| Gross profit | ||||||||
| Less: other expenses | ||||||||
| Professional fees | ||||||||
| Salaries and payroll taxes | ||||||||
| Interest expense | ||||||||
| Amortization and depreciation | ||||||||
| Technology | ||||||||
| Other segment items | ||||||||
| Insurance | ||||||||
| Advertising | ||||||||
| Other (income) expense, net | ( | ) | ||||||
| Bad debt | ||||||||
| Licenses and permits | ||||||||
| Segment net loss and consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| 22 |
The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the six months ended June 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Less: cost of revenues | ||||||||
| Gross profit | ||||||||
| Less: other expenses | ||||||||
| Professional fees | ||||||||
| Salaries and payroll taxes | ||||||||
| Interest expense | ||||||||
| Amortization and depreciation | ||||||||
| Technology | ||||||||
| Other segment items | ||||||||
| Insurance | ||||||||
| Advertising | ||||||||
| Stock-based compensation | ||||||||
| Other (income) expense, net | ( | ) | ||||||
| Bad debt | ||||||||
| Licenses and permits | ||||||||
| Segment net loss and consolidated net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 10 – SUBSEQUENT EVENTS
Between July 1, 2026, and August 4, 2026, the Company issued a total of 440,000 shares of restricted common stock under four individual subscription agreements at a per share price of $0.50 for total cash proceeds of $220,000.
On July 6, 2026, the Company entered into an agreement for the purchase and sale of future receivables (July 2026 Merchant Agreement) with a financial institution in exchange for $300,000 in funding. A portion of the proceeds was applied to outstanding principal and interest owed under a separate Merchant Agreement in full settlement of that obligation. The new funding is to be repaid through daily payments representing 8% of future customer payments on receivables until a total of approximately $408,000 is paid. In connection with the funding, and as additional consideration, the Company issued 8,093 shares of its common stock to the financial institution in an amount equal to 5% of the new principal, or $6,223.
On July 17, 2026, $40,000 of principal outstanding under the January 2026 Note, as discussed above in Note 4, was converted into 80,000 of common stock at a conversion rate of $0.50 per share.
On August 12 2026, the Company entered into a Consulting Services Agreement with an unrelated consultant. The consultant is to provide general business development services for a term of six months from the date of the agreement. Compensation under the agreement consisted of the issuance of 1,200,000 shares of the Company’s restricted common stock and warrants to purchase 1,500,000 shares of restricted common stock over a three year period at an exercise price of $0.50 per share.
| 23 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company.
The information contained in this Form 10-Q and documents incorporated herein by reference are intended to update the information contained in the Company's Form 10-K for its fiscal year ended December 31, 2025 which includes our audited financial statements for the years ended December 31, 2025 and 2024 and such information presumes that readers have access to, and will have read, the “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and other information contained in such Form 10-K and other Company filings with the Securities and Exchange Commission (“SEC”).
This statement contains forward-looking statements within the meaning of the Securities Act. Discussions containing such forward-looking statements may be found throughout this statement. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the matters set forth in this statement. The accompanying consolidated financial statements include the accounts of Mobiquity Technologies, Inc. (the “Company”) and its wholly owned subsidiaries.
This Quarterly Report includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain risk factors discussed in our Annual Report on Form 10-K (filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2026.
Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
| 24 |
Recent Developments
During July 2026, the Company announced a strategic evolution of its business centered on GrowthOS™, its AI-powered customer acquisition operating system. Building upon years of experience in audience intelligence, location-based data, programmatic advertising, and campaign execution, the Company is expanding beyond traditional advertising technology to provide an integrated platform designed to automate and optimize customer acquisition.
Management believes customer acquisition has become increasingly complex as organizations rely on numerous disconnected technologies, including advertising platforms, customer relationship management systems, analytics tools, artificial intelligence applications, and marketing automation software. GrowthOS is designed to unify these capabilities within a single intelligent operating environment that continuously transforms data into customer intelligence, customer intelligence into AI-driven decisions, and those decisions into automated execution across customer acquisition channels.
GrowthOS is built upon three proprietary technology components:
| · | GeoIntel™, which transforms consumer, behavioral, geographic, transactional, and contextual data into predictive customer intelligence; | |
| · | CMOne™, which serves as the AI decision engine that determines customer targeting, messaging, timing, and optimization strategies; and | |
| · | ATOS™ (Advertising Technology Operating System), which automates campaign activation, execution, measurement, and optimization across digital customer acquisition channels. |
These integrated technologies create a closed-loop system that continuously collects performance data, refines predictive models, improves AI decision-making, and enhances future customer acquisition performance. Management believes this architecture enables the platform to become more intelligent over time as additional customer interactions generate new data signals.
Unlike traditional advertising platforms that primarily generate advertising revenue, GrowthOS is designed to support multiple recurring and transaction-based revenue streams, including software subscriptions, platform licensing, managed services, AI-powered customer acquisition solutions, data intelligence, analytics, media execution, strategic partnerships, and enterprise integrations.
Management believes the Company's strategic transition positions Mobiquity at the intersection of several large and rapidly growing technology markets, including artificial intelligence, enterprise software, predictive analytics, decision intelligence, marketing automation, and customer acquisition technology.
| 25 |
Our Company
Mobiquity Technologies, Inc. is an AI software and customer acquisition technology company that develops proprietary software designed to help enterprises identify, acquire, engage, and retain customers through intelligent automation.
The Company's proprietary GrowthOS™ platform combines customer intelligence, artificial intelligence, predictive analytics, and automated execution into a unified operating system that enables organizations to optimize customer acquisition throughout the customer lifecycle.
GrowthOS is built upon three integrated technology platforms:
| · | GeoIntel™ – customer intelligence and predictive analytics | |
| · | CMOne™ – AI-powered decisioning and workflow automation | |
| · | ATOS™ – campaign activation, execution, measurement, and optimization |
Together, these technologies create an intelligent operating environment capable of continuously learning from customer interactions while improving acquisition efficiency through automation and machine learning.
Industry Opportunity
Management believes customer acquisition represents one of the largest recurring operating expenditures for businesses across industries including healthcare, financial services, retail, hospitality, gaming, automotive, real estate, telecommunications, and e-commerce.
Organizations increasingly depend on multiple independent software products to manage advertising, customer relationship management, analytics, personalization, artificial intelligence, and marketing automation. This fragmented technology environment often creates operational inefficiencies, inconsistent customer experiences, and rising acquisition costs.
Management believes the market is evolving toward integrated AI-driven operating systems capable of combining customer intelligence, autonomous decision-making, and automated execution within a single platform. GrowthOS is designed to address this market opportunity.
| 26 |
Our Technology Platform
GrowthOS is an autonomous customer acquisition operating system consisting of three integrated software components.
GeoIntel™
GeoIntel transforms consumer, behavioral, geographic, transactional, and contextual information into predictive customer intelligence. The platform creates audience models, identifies customer opportunities, and provides actionable insights that support acquisition and engagement strategies.
CMOne™
CMOne serves as the AI decision layer within GrowthOS. The platform utilizes artificial intelligence and machine learning to determine customer targeting, messaging, timing, content generation, channel selection, and campaign optimization.
ATOS™
ATOS is the execution engine that activates and manages customer acquisition campaigns across digital advertising and customer engagement channels. The platform automates campaign deployment, optimization, measurement, attribution, and reporting while providing continuous feedback to the GrowthOS intelligence engine.
Revenue Model
The Company generates revenue through multiple complementary business models, including:
| · | Software-as-a-Service (SaaS) subscriptions | |
| · | Platform licensing and white-label solutions | |
| · | Managed customer acquisition services | |
| · | AI-powered marketing and automation solutions | |
| · | Data intelligence and analytics services | |
| · | Media execution and campaign management | |
| · | Implementation and integration services | |
| · | Strategic technology partnerships |
Management expects recurring software and platform-based revenue to become an increasingly significant component of total revenue as GrowthOS adoption expands.
| 27 |
Plan of Operation
Management's primary objective is to expand commercial adoption of GrowthOS while continuing to enhance the platform's artificial intelligence, customer intelligence, and automation capabilities.
Key strategic priorities include:
| · | Expanding enterprise deployments of GrowthOS | |
| · | Increasing recurring SaaS and platform subscription revenue | |
| · | Enhancing GeoIntel's customer intelligence capabilities | |
| · | Continuing development of CMOne's AI decision engine | |
| · | Expanding ATOS activation capabilities across additional customer acquisition channels | |
| · | Growing strategic partnerships and enterprise integrations | |
| · | Increasing recurring revenue from software licensing, managed services, and AI-powered customer acquisition solutions |
Management believes these initiatives position the Company to capitalize on the growing demand for AI-powered enterprise software designed to automate and optimize customer acquisition while creating long-term recurring revenue opportunities.
Results of Operations
Executive Overview
During the six months ended June 30, 2026, the Company continued executing its strategic transformation from a traditional advertising technology business toward an AI-powered customer acquisition platform through the expansion of GrowthOS™.
Management believes the first half of 2026 represented continued progress in the commercialization of this strategy. Revenue increased significantly compared to the prior-year periods, gross profit improved, operating expenses declined despite continued investment in product development, and operating losses narrowed period over period. While the Company remains in an investment phase, management believes these operating trends demonstrate continued progress toward building a more scalable software-based business.
As with many enterprise software businesses, quarterly operating results may fluctuate due to the timing of customer implementations, campaign launches, contract renewals, and customer purchasing decisions. Accordingly, management evaluates performance based not only on quarterly revenue but also on continued product development, customer deployments, operating discipline, and the expansion of recurring commercial opportunities.
| 28 |
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
The following table sets forth certain selected consolidated statements of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.
| Three Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Revenues | $ | 177,697 | $ | 31,108 | ||||
| Cost of revenues | 111,035 | 170 | ||||||
| Gross profit | 66,662 | 30,938 | ||||||
| Total operating expenses | 1,897,546 | 1,990,416 | ||||||
| Loss from operations | $ | (1,830,884 | ) | $ | (1,959,478 | ) | ||
We generated revenues of $177,697 in the three months ended June 30, 2026, compared to $31,108 for the same period in 2025, an increase of $146,589 or 471%. The Company has developed several new features which we believe will help grow revenue in 2026 and beyond.
The increase in revenue primarily reflects continued commercialization of the Company's software platforms and customer engagements as the Company expands deployment of GrowthOS™. During the quarter ended June 30, 2026, the Company continued enhancing its AI-enabled software capabilities, expanding platform functionality, and supporting customer implementations intended to increase future recurring software and managed services revenue.
Revenue during the quarter ended June 30, 2026 continued to reflect the timing of enterprise customer implementations, campaign launches, renewals, and customer purchasing cycles. As GrowthOS™ continues to be commercialized, management expects quarterly revenue to vary based on the timing of customer deployments and program launches.
Management believes future revenue growth will depend upon continued adoption of GrowthOS™, including AI-enabled capabilities within CMOne, increased utilization of ATOS, expansion within the casino and gaming advertising market, growth of recurring SaaS and managed services revenue, and continued execution of its enterprise customer acquisition strategy. However, the timing and extent of future revenue growth remain subject to numerous factors, and there can be no assurance that these initiatives will generate revenue on the timing or scale anticipated.
Cost of revenues was $111,035 or 62% of revenues for the three months ended June 30, 2026, as compared to $170 or 1% of revenues in the same quarter of 2025. Cost of revenues consists primarily of cloud infrastructure, software licensing, data services, engineering support, and platform operating costs required to deliver the Company's technology solutions. As GrowthOS™ continues to scale, management believes portions of the Company's technology infrastructure can support additional customer activity without proportional increases in operating costs, creating opportunities for improved operating leverage.
| 29 |
Gross profit was $66,662, or 38% of revenues, for the second quarter of 2026 as compared to $30,938, or 99% of revenues, in the same period of 2025.
Operating expenses were $1,897,546 for the second quarter of 2026 compared to $1,990,416 in the second quarter of 2025, a decrease of $92,870, or 5%. The decrease primarily reflects lower professional fees and technology-related expenses, partially offset by increased investments in advertising, business development, insurance, and general corporate infrastructure supporting the Company's commercialization efforts.
The Company continued investing throughout the quarter in GrowthOS™, including artificial intelligence capabilities, machine learning functionality, software engineering, customer implementations, platform integrations, and business development activities designed to support future revenue growth. Management intends to continue investing strategically while maintaining disciplined cost management as the Company scales its software platform.
The loss from operations for the three months ended June 30, 2026, was $1,830,884 as compared to $1,959,478 for the same quarter in 2025, representing an improvement of approximately $129,000, or 7%. The improvement reflects the combination of significantly higher revenue, increased gross profit, and lower operating expenses while continuing to invest in GrowthOS™ and the Company's long-term commercialization strategy.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
The following table sets forth certain selected consolidated statements of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Revenues | $ | 196,137 | $ | 43,721 | ||||
| Cost of revenues | 115,389 | 31,638 | ||||||
| Gross profit | 80,748 | 12,083 | ||||||
| Total operating expenses | 3,898,200 | 4,117,015 | ||||||
| Loss from operations | $ | (3,817,452 | ) | $ | (4,104,932 | ) | ||
We generated revenues of $196,137 in the six months ended June 30, 2026, compared to $43,721 for the same period in 2025, an increase of $152,416, or 349%. The Company has developed several new features which we believe will help grow revenue during the remainder of 2026 and beyond.
The increase in revenue reflects continued commercialization of GrowthOS™ together with expanded customer engagements and ongoing deployment of the Company's software platform. During the first six months of 2026, the Company continued investing in AI-enabled functionality, automation capabilities, and platform enhancements intended to support future recurring software revenue and customer growth.
As the Company continues expanding its commercial activities, revenue may fluctuate based upon customer implementation schedules, campaign timing, contract renewals, and customer purchasing decisions. Management believes future growth will depend upon continued customer adoption of GrowthOS™, expansion of AI-powered customer acquisition capabilities, increased utilization of ATOS, broader deployment of CMOne, growth in recurring SaaS and managed services revenue, and continued expansion into targeted industry verticals. However, there can be no assurance regarding the timing or magnitude of future revenue growth.
Cost of revenues was $115,389 or 59% of revenues for the six months ended June 30, 2026, as compared to $31,638 or 72% of revenues in the same period of 2025.
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Gross profit was $80,748, or 41% of revenues, for the six months of 2026 as compared to $12,083, or 28% of revenues, in the same period of 2025. The improvement in gross profit reflects increased revenue together with improved utilization of the Company's technology infrastructure. Management believes the scalability of GrowthOS™ provides opportunities to improve gross margins over time as customer adoption increases, although future results will depend on revenue growth and customer mix.
Operating expenses were $3,898,200 for the six months of 2026 compared to $4,117,015 in the six months of 2025, a decrease of approximately $219,000, or 5%. The decrease primarily reflects lower professional fees, partially offset by continued investment in software development, business development, marketing initiatives, and infrastructure supporting the Company's strategic transformation. Management remains focused on balancing continued investment in GrowthOS™ with disciplined expense management.
The loss from operations for the six months ended June 30, 2026, was $3,817,452 as compared to $4,104,932 for the same six months in 2025, representing an improvement of approximately $287,000, or 7%. The improvement reflects higher revenue, improved gross profit, and reduced operating expenses while the Company continued investing in its AI-powered customer acquisition platform. Management believes the operating results for the first six months of 2026 reflect continued progress toward building a more scalable software business while maintaining disciplined cost controls. Future operating results will depend on the Company's ability to continue commercializing GrowthOS™, expand customer adoption, and increase recurring revenue, although there can be no assurance that these objectives will be achieved.
Liquidity and Capital Resources
We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year ended December 31, 2025.
The Company had cash of $123,340 at June 30, 2026. Cash used in operating activities for the six months ended June 30, 2026, was $2,602,162. This resulted primarily from a net loss of $4,806,580 offset by amortization of software development costs of $360,232, amortization of debt discounts of $867,158, expense related common stock and warrants issued for services of $781,883, and a decrease in prepaid expenses and other assets of $119,838. Cash flow provided by financing activities of $2,093,740 resulted primarily from net cash received from common stock issuances of $2,540,888, net proceeds from the issuance of debt $450,487, offset by repayments on debt of $897,635.
The Company had cash of $184,081 at June 30, 2025. Cash used in operating activities for the six months ended June 30, 2025, was $2,573,161. This resulted primarily from a net loss of $4,464,836 offset by amortization of intangibles of $360,232, amortization of debt discount of $321,271, expense related common stock and warrants issued for services of $1,114,633, and a decrease in prepaid expenses and other assets of $87,501. Cash flow provided by financing activities of $1,597,623 resulted primarily from net cash received from common stock issuances of $1,790,000, net proceeds from the issuance of debt $267,994, offset by repayments on notes payable of $459,871.
Our company commenced operations in 1998 and was initially funded by our three founders, each of whom have made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2026 and beyond until cash flow from our proximity marketing operations becomes substantial.
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Debt and Equity Transactions
For a description of debt and equity transactions for the fiscal year ending December 31, 2025, and the three months and six months ended June 30, 2026, reference is made to the Notes to the Consolidated Financial Statements described elsewhere herein.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 4. CONTROLS AND PROCEDURES
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of each fiscal year and quarter. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due primarily to the Company’s lack of segregation of duties in the finance and accounting department similar to other companies our size, from limited accounting personnel, which also results in insufficient formal review controls.
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
There were changes in the Company’s internal control over financial reporting during the most recent fiscal quarter, which includes the integration of the new staff, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, the management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Continuing Internal Controls Remediation Efforts
During fiscal 2022 the Company identified control gaps and deficiencies. The Company continues to mitigate and remediate the gaps, deficiencies, and material weaknesses in its internal controls. The Board of Directors and The Audit Committee, as a priority, initiated these remediation activities to ensure the Company has proper internal controls over financial reporting and corporate governance. The Company had instituted independent monitoring and testing of these aforementioned controls. These procedures were applied during fiscal 2024 and will continue in fiscal 2026 as working capital permits, with mitigation and revision of controls continuing to be an ongoing process. The Company will continue to further implement detective controls as well as independent monitoring and testing of these aforementioned controls, which gives management comfort that reporting represents the financial results of the Company in all material respects.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into nine years ago in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Company’s initial internal review of the situation, the Company believed that the claims lack merit and vigorously defended the claims. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta filed a notice of appeal. In September 2025, the Company was notified that Mr. Trepeta’s appeal was denied, and the court has since dismissed the case.
ITEM 1A. RISK FACTORS
Incorporated by reference are the risk factors contained in our Form 10-K for the fiscal year ended December 31, 2025.
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ITEM 2. CHANGES IN SECURITIES
RECENT SALES OF UNREGISTERED SECURITIES
(a) For fiscal 2024 and 2025, we had no sales or issuances of unregistered capital stock, except as described below:
| Date of Sale | Title of Security | Number Sold | Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers |
Exemption from Registration Claimed |
If Option, Warrant or Convertible Security, terms of exercise or conversion | |||||
| 2025 | Common Stock | 621,309 shares | Services rendered | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 3,160,071 shares | Shares sold for cash of $3,348,987 | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 127,320 shares | Stock issued for Investment | Rule 506, Section 4(2) | Not applicable | |||||
| 2025 | Common Stock | 153,644 shares | Note conversion | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 276,941 shares | Warrant conversion | Section 3 (a)(9) | Not applicable | |||||
| 2025 | Common Stock | 490,968 shares | Original issue discount | Section 3 (a)(9) | Not applicable | |||||
| 2026 | Common Stock | 229,742 shares | Services rendered | Rule 506,Section 4(2) | Not applicable | |||||
| 2026 | Common Stock | 4,300,000 shares | Shares sold for cash of $2,540,888 | Rule 506,Section 4(2) | Not applicable | |||||
| 2026 | Common Stock | 10,000 shares | Original issue discount | Section 3 (a)(9) | Not applicable | |||||
| 2026 | Common Stock | 1,295,000 shares | Note conversion | Section 3 (a)(9) | Not applicable |
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Issuance of Common Stock for Services
During the year ended December 31, 2025, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the Consulting Agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).
During 2025, common stock shares issued under the Consulting Agreements totaled 480,000 and warrant shares issued totaled 130,000. The fair value of the common shares issued totaled approximately $1,219,000 and the fair value of the warrants issued totaled approximately $191,000. The exercise price of the warrants was $1.00 per share and are exercisable over periods ranging from three to five years. Compensation expense recognized under these Consulting Agreements for the three and six months ended June 30, 2025, was approximately $274,000 and $502,000, respectively. Compensation recognized for the three and six months ended June 30, 2026, was approximately $60,000 and $197,000, respectively. No unamortized compensation remains outstanding at June 30, 2026. A total of 380,000 warrant shares related to the Consulting Agreements remain outstanding at June 30, 2026, and December 31, 2025.
Effective January 23, 2026, the Company entered into a Business Development Agreement with a third-party consultant, with a service term of eleven months. Compensation under the agreement consisted of 150,000 shares of the Company’s common stock issued and valued at the effective date of the agreement. The total fair value of the common stock issued was $133,500, based on a per share price of $0.89. The Company recognized approximately $36,000 and $61,000 in compensation expense for the three and six months ended June 30, 2026, respectively, associated with the amortization of the common stock fair value.
Effective May 1, 2026, the Company entered into a Consulting Agreement with a third-party consultant, with a service term of six months. Compensation under the agreement included an up-front cash payment of $20,000 and monthly cash payments during the term of the agreement. Upon the effective date of the Consulting Agreement, the Company also issued 70,000 shares of the Company’s restricted common stock, fair valued at $92,400, and warrants for the purchase of 120,000 shares of common stock at an exercise price of $0.50 per share, fair valued at $152,760 using the Black Scholes pricing model. For the three months ended June 30, 2026, the Company recognized approximately $82,000 in stock-based compensation and $7,000 in professional fees expense under the agreement.
Issuance of Common Stock in Conjunction with Debt Issuances and Conversions
As discussed in Note 4, during the six months ended June 30, 2026, the Company issued a total of 1,295,000 shares of its common stock, at a total value of $1,295,000, resulting from conversion of outstanding debt principal. Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.
2026 Issuances of Common Stock for Cash
During the six months ended June 30, 2026, the Company issued a total of 4,300,000 shares of its common stock, at per share prices ranging from $0.50 to $1.03, for total net cash proceeds of approximately $2,541,000. During the three months ended June 30, 2026, the Company issued a total of 2,590,000 shares of its common stock, at a total value resulting from cash payments of $1,412,500.
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DEBT
Related Party - Salkind Loans
During September and December 2025, the Company entered into two individual short-term unsecured loans with Dr. Gene Salkind, the Company’s Board Chair, for working capital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $250,000 in cash proceeds, and an original issue discount (OID) of $25,000, along with 25,000 shares of restricted common stock valued at $31,250, for a total debt discount recorded of $56,250, with maturity dates of December 31. 2026, as amended, at which time all principal and OID is due and payable. Principal of $100,000 is convertible at any time prior to the maturity date at a conversion price of $1.00 per common share and remains outstanding at June 30, 2026, as does the payment on $25,000 of the OID.
During the six months ended June 30, 2026, Dr. Salkind loaned the Company an additional $75,000 in cash, which is due and payable on December 31, 2026, as amended. Payment of an additional $25,000 of OID associated with the transaction is due December 31, 2026.
For the three months ended June 30, 2026, the Company recognized approximately $12,000 in interest expense related to the amortization of OID. For the six months ended June 30, 2026, and 2025, the Company recognized approximately $48,000 and $2,000, respectively, in interest expense related to the amortization of OID. As of June 30, 2026, and December 31, 2025, total principal outstanding was approximately $225,000 and $275,000, respectively, and total unamortized debt discount was approximately zero and $23,000, respectively.
Merchant Agreements
During the year ended December 31, 2025, the Company entered into five individual agreements with a Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements). The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $1,132,000, of which approximately $457,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of other outstanding obligations with the Merchant Lender, net of other fees. Total principal remaining outstanding on the 2025 Merchant Agreements at June 30, 2026, and December 31, 2025, was approximately $250,000 and $586,000, respectively, and unamortized debt discount outstanding was approximately $69,000 and $163,000, respectively. The Company recognized approximately $95,000 in interest expense associated with the amortization of the debt discounts under the 2025 Merchant Agreements for the three and six months ended June 30, 2026.
On January 28, 2026, the Company entered into one agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with the same financial institution in exchange for gross cash funding of approximately $270,000, of which approximately $103,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of one of the 2025 Merchant Agreements. In connection with the funding, and as additional consideration, the Company issued shares of its common stock to the financial institution in an amount equal to 5% of the new principal, valued at approximately $5,000. Principal remaining outstanding on the January 2026 Merchant Agreement at June 30, 2026 was approximately $184,000, and unamortized debt discount outstanding was approximately $26,000. The Company recognized approximately $34,000 and $69,000 in interest expense associated with the amortization of the debt discount for the three and six months ended June 30, 2026, respectively.
On April 29, 2026, the Company entered into an agreement for the purchase and sale of future receivables (April 2026 Merchant Agreement) with a financial institution in exchange for $275,500 in funding. A portion of the proceeds was applied to outstanding principal and interest owed under a separate Merchant Agreement in full settlement of that obligation. The new funding is to be repaid through daily payments representing 7% of future customer payments on receivables until a total of approximately $375,000 is paid. In connection with the funding, and as additional consideration, the Company issued 4,759 shares of its common stock to the financial institution in an amount equal to 5% of the new principal, or $5,724. Principal remaining outstanding on the April 2026 Merchant Agreement at June 30, 2026 was approximately $308,000, and unamortized debt discount outstanding was approximately $70,000. The Company recognized approximately $31,000 in interest expense associated with the amortization of the debt discount for the three and six months ended June 30, 2026.
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2025 Promissory Notes
In March 2025, the Company issued a promissory note with a financial institution (Lender One) in the principal amount of $62,060 with an OID of approximately $9,000 (2025 Lender One Promissory Note One). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the 2025 Lender One Promissory Note One. The Company recognized approximately $2,000 in interest expense for the six months ended June 30, 2026, associated with the amortization of the total debt discount. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the 2025 Lender One Promissory Note One are convertible into shares of the Company’s common stock. All obligations under the 2025 Lender One Promissory Note One were paid in full during the six months ended June 30, 2026.
On July 8, 2025, and July 17, 2025, the Company issued two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $156,000 and $258,750 (July 2025 Promissory Notes), with Maturity Dates of April 30, 2026 and July 17, 2026, respectively. Interest is charged on the principal at 10% per annum, and is payable, along with the $156,000 principal, in full at the Maturity Date of April 30, 2026. Interest under the $258,750 promissory note of $25,875 was due and payable upon execution of the promissory note, and principal is due at various dates and amounts commencing in January 2026 through July 17, 2026. The Company paid a total of $30,000 in issuance costs associated with the July 2025 Promissory Notes and OID of $33,250 associated with the $258,750 July 2025 Promissory Note, both recorded as a debt discount. Solely at the option of the Holder, all outstanding obligations under the July 2025 Promissory Notes become convertible, per terms of the agreements, into shares of the Company’s common stock. The Company made an early repayment on the $156,000 promissory note during the six months ended June 30, 2026, resulting in an early termination fee of approximately $34,000 and the reversal of remaining unamortized debt discount of approximately $5,000, which was recorded as loss on debt extinguishment on the accompanying consolidated statement of operations. The Company recognized approximately $5,000 and $12,000 in interest expense associated with amortization of the debt discount under the $258,750 promissory note for the three and six months ended June 30, 2026, respectively. Principal of $22,000 remains outstanding at June 30, 2026.
On September 15, 2025, the Company issued a promissory note in the principal amount of $127,650, including an OID of $27,650 (September 2025 Promissory Note). Interest is charged on the principal at 12% upon issuance of the September 2025 Promissory Note, totaling $15,318, and is payable, along with principal, at various dates and amounts commencing in March 2026 through the Maturity Date in July 2026. Solely upon an event of default, and at the option of the Holder of the September 2025 Promissory Note, all outstanding amounts become convertible into shares of the Company’s common stock. The Company recognized approximately $9,000 and $14,000 in interest expense for the three and six months ended June 30, 2026, respectively, associated with amortization of the debt discount. Principal of approximately $11,000 remains outstanding at June 30, 2026.
2026 Promissory Notes
On January 14, 2026, the Company issued a convertible promissory note in the principal amount of $258,750, including OID of $33,750 to an unrelated third-party (January 2026 Note). The January 2026 Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the issue date. Principal and OID on January 2026 Note is payable in cash in various monthly amounts commencing in July 2026 until maturity date in January 2027. The Company paid approximately $19,000 in issuance costs, and recorded a total of $52,250 as debt discount. Solely at the option of the Holder, and commencing upon an event defined in the January 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock. The Company recognized approximately $24,000 and $29,000 in interest expense for the three and six months ended June 30, 2026, respectively, associated with the amortization of the debt discount. The full principal amount remains outstanding at June 30, 2026, along with $23,000 of unamortized debt discount.
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On March 9, 2026, the Company issued a convertible promissory note in the principal amount of $115,000, including OID of $15,000 to an unrelated third-party (March 2026 Note). The March 2026 Note also includes a one-time interest charge on the principal amount of $11,500 based on a rate of 10% per annum, due at the issue date. Principal and OID on March 2026 Note is payable in cash on the Maturity Date of March 9, 2027. The Company paid $11,000 in issuance costs, and recorded a total of $26,000 as debt discount. Solely at the option of the Holder and commencing upon an event defined in the March 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock. The Company recognized approximately $7,000 and $9,000 in interest expense for the three and six months ended June 30, 2026, respectively, associated with the amortization of the debt discount. The full principal amount remains outstanding at June 30, 2026, along with $17,000 of unamortized debt discount.
In June 2026, the Company issued a convertible promissory note in the principal amount of $258,750, including OID of $33,750 to an unrelated third-party (June 2026 Note). The June 2026 Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the issue date. Principal and OID on the June 2026 Note is payable in cash in various monthly amounts commencing in December 2026 until the maturity date in June 1, 2027. The Company paid approximately $18,000 in issuance costs and recorded a total of $51,250 as debt discount. Solely at the option of the Holder, and commencing upon the occurrence of events defined in the June 2026 Note, all amounts outstanding are convertible into shares of the Company’s common stock. The Company recognized approximately $3,000 in interest expense for the three months ended June 30, 2026, associated with the amortization of the debt discount. The full principal amount remains outstanding at June 30, 2026, along with $48,000 of unamortized debt discount
2025 Convertible Loan Agreements
During the year ended December 31, 2025, the Company entered into eight other individual Subscription Agreements and Convertible Promissory Notes for a total of $1,295,000 in principal (2025 Convertible Notes). The unsecured loans were issued with a total of 431,682 shares of restricted common stock as original issue discount, and fair valued at approximately $597,000. Principal on the 2025 Convertible Notes is automatically convertible at a conversion price of $1.00 per common share on the maturity dates ranging from March 2026 to June 2026. Approximately $187,000 and $487,000 of debt discount was amortized as interest expense for the three and six months ended June 30, 2026, respectively. During the six months ended June 30, 2026, a total of $1,295,000 in convertible debt principal was converted into 1,295,000 shares of restricted common stock at a per share conversion rate of $1.00.
2026 Convertible Loan Agreement
During the six months ended June 30, 2026, the Company entered into a Subscription Agreement and Convertible Promissory Note for $30,000 in principal (2026 Convertible Note). The unsecured loan was issued with 10,000 shares of restricted common stock as debt discount, fair valued at $9,500. Principal on the 2026 Convertible Note is automatically convertible at a conversion price of $1.00 per common share on the maturity date in September 2026. The Company recognized approximately $4,000 and $6,000 in interest expense associated with the amortization of the debt discount for the three and six months ended June 30, 2026, respectively, with approximately $3,000 of unamortized debt discount outstanding at June 30, 2026, along with the full principal amount.
Other Debt
In August 2025, Company entered a financing arrangement with their Directors and Officers (D&O) insurance provider to fund the annual $150,000 premium related to the Company’s D&O insurance policy. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed at an annual financing rate of 7.81%, which includes nine monthly payments of premium principal and interest of $3,693 commencing September 30, 2025, with final payment due May 31, 2026. This debt was settled in full as of June 30, 2026.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, no
director or officer of the Company
ITEM 6. EXHIBITS
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| Exhibit | ||
| Number | Exhibit Title | |
| 2.10 | Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.) | |
| 2.11 | Securities Purchase Agreement dated December 30, 2022 with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023) | |
| 3.1 | Certificate of Incorporation filed March 26, 1998 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.2 | Amendment to Certificate of Incorporation filed June 10, 1999 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.3 | Amendment to Certificate of Incorporation approved by stockholders in 2005 (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.4 | Amendment to Certificate of Incorporation dated September 11, 2008 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.5 | Amendment to Certificate of Incorporation dated October 7, 2009 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.6 | Amendment to Certificate of Incorporation dated May 18, 2012 (Incorporated by reference to the Registrant’s Form 10-K for its fiscal year ended December 31, 2012.) | |
| 3.7 | Amendment to Certificate of Incorporation dated September 10, 2013 (Incorporated by reference to Registrant’s Form 8-K filed on September 11, 2013.) | |
| 3.8 | Amendment to Certificate of Incorporation filed December 22, 2015 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2015.) | |
| 3.9 | Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.) | |
| 3.10 | Amendment to Certificate of Incorporation dated February 28, 2017 (Incorporated by reference to Form 8-K dated March 1, 2017.) | |
| 3.11 | Amendment to Certificate of Incorporation dated September 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.12 | Amendment to Certificate of Incorporation dated February 2019 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.13 | Amendment to Certificate of Incorporation dated December 17, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.14 | Amendment to Certificate of Incorporation dated December 4, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 3.15 | Restated Certificate of Incorporation dated July 16, 2019 (Incorporated by reference to Form 8-K dated July 15, 2019.) | |
| 3.16 | Amendment to Certificate of Incorporation-Series dated September 23, 2019 *** | |
| 3.17 | Amendment to Certificate of Incorporation dated August 24, 2020*** | |
| 3.18 | Amendment to Restated Certificate of Incorporation dated June 15, 2023***** | |
| 3.19 | Amended By-Laws (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005) | |
| 3.20 | 2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.) | |
| 3.21 | November 2021 Amendment to By-Laws**** | |
| 3.22 | Amendment No. 3 to Bylaws (Incorporated by reference to Form 8-K filed with the SEC on May 16, 2023.) | |
| 3.23 | Amendment to Certificate of Incorporation dated November 27, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) | |
| 3.24 | Amendment to Certificate of Incorporation dated December 28, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.) |
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| Exhibit | ||
| Number | Exhibit Title | |
| 19.1 | Insider Trading Policy (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024) | |
| 21.1 | Subsidiaries of the Issuer (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.) | |
| 31.1 | Rule 13a-14(a) Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Rule 13a-14(a) Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification Pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Certification Pursuant to 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 99.2 | Amendment to 2005 Plan (Incorporated by reference to the Registrant’s Form 10-QSB/A filed with the Commission on August 15, 2005.) | |
| 99.3 | 2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.) | |
| 99.4 | 2018 Employee Benefit and Consulting Services Compensation Plan. (Incorporated by reference to Definitive Proxy Statement filed with the SEC on January 11, 2019.) | |
| 99.5 | 2021 Employee Benefit and Consulting Compensation Plan*** | |
| 99.6 | 2023 Equity Participation Plan (Incorporated by reference to Definitive Proxy Statement filed with the SEC on April 18, 2023.) | |
| 99.7 | 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2023.) | |
| 99.8 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024) | |
| 99.9 | Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2025) | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline Document, XBRL Taxonomy Extension * | |
| 101.CAL | Inline Calculation Linkbase, XBRL Taxonomy Extension Definition * | |
| 101.DEF | Inline Linkbase, XBRL Taxonomy Extension Labels * | |
| 101.LAB | Inline Linkbase, XBRL Taxonomy Extension * | |
| 101.PRE | Inline Presentation Linkbase * |
| _______________ |
| * | Filed herewith. |
| ** | To be filed by amendment |
| *** | Previously filed under Form S-1 Registration Statement, File No. 333-260364. |
| **** | Previously filed under Form S-1 Registration Statement File No. 333-269293. |
| ***** | Previously filed under Form S-1 Registration Statement File No. 333-272572. |
| 42 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MOBIQUITY TECHNOLOGIES, INC. | ||
| Date: August 14, 2026 | By: | /s/ Dean L. Julia |
| Dean L. Julia, | ||
| Principal Executive Officer | ||
| Date: August 14, 2026 | By: | /s/ Sean McDonnell |
| Sean McDonnell, | ||
| Principal Financial Officer | ||
| 43 |