--- schema_version: "secwatch.filing_event.v1" accession: "0001683168-23-003438" form_type: "8-K" ticker: "MOBQ" cik: "0001084267" company_name: "Mobiquity Technologies, Inc." filed_at: "2023-05-16T23:59:59+00:00" generated_at: "2026-06-14T23:11:18.844061+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Mobiquity stockholders reject reverse stock split; Nasdaq listing at risk ## Summary - Reverse split proposal failed: 6,643,440 in favor vs 8,525,946 needed (majority of outstanding). - Stockholders approved 2023 Equity Plan and issuance of shares underlying convertible notes. - Quorum for stockholder meetings reduced from majority to one-third of outstanding shares. - All five director nominees elected; D. Brooks & Associates ratified as auditor. - Failed reverse split may jeopardize compliance with Nasdaq minimum $1.00 bid price rule. ## SEC filing metadata - accession: 0001683168-23-003438 - form_type: 8-K - ticker: MOBQ - cik: 0001084267 - company_name: Mobiquity Technologies, Inc. - filed_at: 2023-05-16T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/mobiquity_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001683168-23-003438 - JSON: https://secwatch.observer/filing/0001683168-23-003438.json - Plain text: https://secwatch.observer/filing/0001683168-23-003438.txt ## Key facts - Shareholder Votes Mobiquity Technologies, Inc. shareholders approved Election of five directors at the 2023-05-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-15 source text: The Company’s stockholders elected each of the following five directors to serve on the Board of Directors of the Company until their respective successors have been duly elected and qualified, by the following vote: Nominee Number of Votes Cast in Favor Number of Votes Withheld Broker Non-Vote Dean L. Julia 7,120,597 108,505 2,997,510 Dr. Gene Salkind M.D. 7,120,543 108,559 2,997,510 Byron Booker 7,118,670 110,432 2,997,510 Nate Knight 7,118,762 110,340 2,997,510 Anne S. Provost 7,092,526 136,576 2,997,510 evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - Shareholder Votes Mobiquity Technologies, Inc. shareholders rejected Reverse stock split for Nasdaq compliance at the 2023-05-15 meeting. - Proposal: reverse split - Outcome: failed - Meeting: 2023-05-15 source text: The Company’s stockholders did not grant the Board of Directors discretionary authority to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock for the purpose of meeting the NasdaqCM Listing Rule 5550(a)(2) minimum price for continued listing of at least $1.00 per share. The affirmative vote of a majority of all the Company’s shares of common stock issued and outstanding (as opposed to a majority of the shares present at the meeting in person or by proxy) was required to approve this proposal. 6,643,440 shares of common stock, or approximately 65% of the shares present at the meeting, voted in favor of this proposal, however this was less than the 8,525,946 shares constituting a majority of all the issued and outstanding shares that was required to vote in favor of proposal 4 to approve it. The vote of the shares that were present on proposal 4 was as follows: Number of Votes Cast in Favor Number of Votes Cast Against evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - Shareholder Votes Mobiquity Technologies, Inc. shareholders approved Approval of issuance of shares underlying convertible notes (Nasdaq Rule 5635(d)) at the 2023-05-15 meeting. - Outcome: passed - Meeting: 2023-05-15 source text: The Company’s stockholders approved the issuance of shares of common stock underlying the Company’s convertible Senior Secured 20% OID Promissory Notes issued in December 2022 in a number that may be equal to or exceed 20% of our common stock outstanding immediately prior to the issuance of those notes for purposes of complying with Nasdaq Listing Rule 5635(d), by the following vote: Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstain Broker Non-Vote 6,677,552 549,457 2,093 2,997,510 evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - Shareholder Votes Mobiquity Technologies, Inc. shareholders approved Change in by-laws to reduce quorum from majority to one-third at the 2023-05-15 meeting. - Outcome: passed - Meeting: 2023-05-15 source text: The Company’s stockholders approved a change in the Company’s by-laws to reduce the quorum for holding a meeting of stockholders from a majority of the outstanding shares of capital stock entitled to vote to one-third of the outstanding shares of capital stock entitled to vote by the following vote: Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstain Broker Non-Vote 7,060,570 168,057 475 2,997,510 evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - Shareholder Votes Mobiquity Technologies, Inc. shareholders approved Ratification and approval of the Company’s 2023 Equity Participation Plan at the 2023-05-15 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-15 source text: The Company’s stockholders ratified and approved the Company’s 2023 Equity Participation Plan, by the following vote: Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstain Broker Non-Vote 6,632,699 593,928 2,475 2,997,510 evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm - Shareholder Votes Mobiquity Technologies, Inc. shareholders approved Ratification of D. Brooks & Associates CPAs as the independent registered public accounting firm for 2023 at the 2023-05-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-15 source text: The Company’s stockholders ratified the appointment of D. Brooks & Associates CPAs as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the following vote: Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstain 10,209,507 10,043 7,062 2 evidence_url: https://www.sec.gov/Archives/edgar/data/1084267/000168316823003438/0001683168-23-003438-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.