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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number 000-53851

Mobivity Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		26-3439095
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

3133 West Frye Road, # 215

Chandler, Arizona 85226

(Address of Principal Executive Offices)

(877) 282-7660

(Registrant’s Telephone Number, including Area Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~June 2506, ~~2024~~2025, the registrant had 7072,~~466~~412,~~103~~ 335 shares of common stock, par value $0.001 per share, issued and outstanding.

MOBIVITY HOLDINGS CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1	1
Item 1. Financial Statements	1	1
Condensed Consolidated Balance Sheets	1	1
Condensed Consolidated Statements of Operations and Comprehensive Loss	2	2
Condensed Consolidated Statement of Stockholders’ Deficit	3	3
Condensed Consolidated Statements of Cash Flows	4	4
Notes to Condensed Consolidated Financial Statements	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	29	25
Item 4. Controls and Procedures.	29	25
PART II – OTHER INFORMATION	30	26
Item 1. Legal Proceedings	30	26
Item 1A. Risk Factors	30	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30	26
Item 3. Defaults Upon Senior Securities	30	26
Item 4. Mine Safety Disclosures	30	26
Item 5. Other Information	30	26
Item 6. Exhibits	31	27
SIGNATURES	32	28

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Mobivity Holdings Corp.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	~~532~~291,~~450~~732		$	~~416~~1,~~395~~261,240
Accounts receivable, net of allowance for doubtful accounts $35,909 and $16,107, respectively		116,748			29,904
Restricted Cash		134,816			134,743
Current assets from discontinued operations		450,517			846,561
Accounts receivable, net of allowance for doubtful accounts $6,872, and $44,752, respectively		262,342			142,766
Other current assets		267,849			135,916
Current assets from discontinued operations		46,238			214,779
Total current assets		1,367,564			1,428,776
Other current assets		157,420			178,336
Right to use lease assets		600,624			770,623
Total current assets		892,548			1,931,864
Intangible assets and software development costs, net		57,589			65,916
Right to use lease assets		481,406			541,618
Other assets		42,349			69,036
Intangible assets and software development costs, net		53,878			55,689
TOTAL ASSETS	$	2,068,126		$	2,334,351
Fixed Assets		16,073			29,265
Other assets		3,424			—
TOTAL ASSETS	$	1,447,329		$	2,558,436
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	~~586~~2,~~155~~785,616		$	~~115~~2,~~053~~643,602
Liabilities from discontinued operations		2,261,892			3,257,088
Accrued interest		725,583			497,848
Accrued interest		329,742			21,474
Accrued and deferred personnel compensation		209,633			306,605
Accrued and deferred personnel compensation		288,064			272,247
Deferred revenue and customer deposits		82,041			143,595
Deferred revenue and customer deposits		20,684			155,472
Related party notes payable, net - current maturities		3,083,828			2,315,703
Related party notes payable, net - current maturities		3,840,625			3,072,500
Notes payable, net - current maturities		—			—
Notes payable, net - current maturities		—			7,154
Operating lease liability, current		308,984			302,178
Operating lease liability, current		295,486			276,072
Other current liabilities		233,699			584,754
Other current liabilities		468,125			248,434
Total current liabilities		7,429,384			6,794,285
Total current liabilities		8,090,773			7,425,494
Non-current liabilities
Related party notes payable, net - long term		812,~~000~~322,~~858~~561			411,~~413~~166,~~987~~945
Notes payable, net - long term		~~224~~655,~~836~~753			~~265~~227,~~959~~794
Operating lease liability		~~436,~~278,638			~~660~~358,~~852~~674
Total non-current liabilities		8,661,972			5,340,798
Other Non-Current Liabilities - related party		—			1,000,000
Total liabilities		16,752,745			12,766,292
Other Non-Current Liabilities		—			175,000
Total non-current liabilities		13,256,952			12,928,413
Total liabilities		20,686,336			19,722,698
Stockholders’ deficit
Common stock, $0.001 par value; 100,000,000 shares authorized; 70,466,103 and 67,949,709, shares issued and outstanding		70,464			67,950
Common stock, $0.001 par value; 100,000,000 shares authorized; 72,412,335 and 70,466,103, shares issued and outstanding		72,410			70,464
Equity payable		~~336~~331,~~420~~301			~~989~~571,~~947~~979
Additional paid-in capital		~~122~~123,~~035~~078,~~163~~596			~~118~~122,~~624~~323,~~601~~597
Accumulated other comprehensive loss		6261,~~856~~883			~~(153~~63,~~831~~204	)
Accumulated deficit		(~~137~~142,~~189~~783,~~522~~197	)		(~~129~~140,~~960~~193,~~608~~506	)
Total stockholders’ deficit		(1419,~~684~~239,~~619~~007	)		(1017,~~431~~164,~~941~~262	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	21,~~068~~447,~~126~~329		$	2,~~334~~558,~~351~~436

See accompanying notes to consolidated financial statements.

Table of Contents

Mobivity Holdings Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenues
Revenues	$	~~226~~513,~~208~~311		$	50299,~~180~~234		$	~~900,008~~		$	~~183,413~~
Cost of revenues	$	~~120~~239,~~125~~593			3544,~~671~~934		$	~~541,161~~			~~122,782~~
Gross profit		~~106~~273,~~083~~718			14254,~~509~~300			~~358,847~~			~~60,631~~
Operating expenses
Bad Debt Expense		(71,~~575~~692	)		—			~~14,849~~			—
General and administrative		~~229~~639,~~968~~631			1338,~~352,383~~065			~~542,990~~			~~2,250,757~~
Sales and marketing		~~197~~880,~~713~~654			~~132~~681,~~518~~482			~~541,762~~			~~310,323~~
Engineering, research, and development		~~323~~804,~~752~~448			79947,~~875~~135			~~840,207~~			~~196,376~~
Depreciation and amortization		~~612~~8,031			19,~~038~~909			~~2,812~~			~~4,022~~
Total operating expenses		~~744~~2,~~470~~334,456			1,~~565~~976,~~814~~591			~~1,942,620~~			~~2,761,478~~
Loss from operations		(~~638~~2,~~387~~060,738	)		(1,~~551~~722,~~305~~291	)		~~(1,583,773~~	)		~~(2,700,847~~	)
Other income/(expense)
Loss of settlement of debt		(6,514	)		—			(7,699	)		(370	)
Interest expense		(631,333	)		(397,472	)
Interest expense		(529,841	)		(237,376	)		(1,429,977	)		(720,265	)
Loss on sale of fixed assets		(6,875	)		—
Settlement Losses		—(2,500	)		~~(399~~—	)		—			~~(870~~	)
Foreign currency gain		—			(3—	)		(7	)		~~(13~~	)
Total other income/(expense)		(~~536~~640,~~355~~708	)		(~~237~~397,~~778~~472	)		~~(1,437,683~~	)		~~(721,518~~	)
Loss before income taxes		(12,~~174~~701,~~742~~446	)		(12,~~789~~119,~~083~~763	)		~~(3,021,456~~	)		~~(3,422,365~~	)
Income tax expense		—			—			—			—
Net loss from continuing operations		(12,~~174~~701,~~742~~446	)		(12,~~789~~119,~~083~~763	)		~~(3,021,456~~	)		~~(3,422,365~~	)
Loss from discontinued operations		(1,283,810	)		(1,989,189	)		(4,207,458	)		(5,106,164	)
Net Income (Loss) from discontinued operations		111,755			(134,479	)
Net Loss		(2,~~458~~589,~~552~~691	)		(32,~~778~~254,~~272~~242	)		~~(7,228,914~~	)		~~(8,528,529~~	)
Other comprehensive loss, net of income tax
Foreign currency translation adjustments		(1,~~358~~321	)		91217,~~825~~929			~~216,687~~			~~123,190~~
Comprehensive loss	$	(12,~~173~~591,~~384~~012	)	$	(12,~~697~~036,~~258~~313	)	$	~~(2,804,769~~	)	$	~~(3,299,175~~	)
Basic and Diluted	$	(0.03	)	$	(0.06	)	$	(0.10	)	$	(0.13	)
Net loss per share:
Weighted average number of shares:
Basic and Diluted net loss from continuing operations		(0.04	)		(0.03	)
Basic and Diluted		70,482,976			66,785,952			69,719,515			64,878,021
Basic and Diluted net loss from discontinued operations		0.00			(0.00	)
Total Basic and Diluted	$	(0.04	)	$	(0.03	)
Weighted average number of shares:
Basic and Diluted		72,505,727			67,949,340

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

Mobivity Holdings Corp.

Condensed Consolidated Statement of Stockholders’ Deficit

(Unaudited)

	Shares		Dollars		Payable			Capital			Loss			Deficit			(Deficit)
	Common Stock				Equity			Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’ ~~Equity~~
	Shares		Dollars		Payable			Capital			Loss			Deficit			(Deficit)
Balance, December 31, 2022		61,311,155	$	61,311	$	324,799		$	108,806,353		$	(100,963	)	$	(117,896,409	)	$	(8,804,909	)
Balance, December 31, 2024		70,466,103	$	70,464	$	571,979		$	122,323,597		$	63,204		$	(140,193,506	)		(17,164,262	)
Issuance of common stock for warrant exercise		3,587,487		3,587		—			3,583,900			—			—			3,587,487
Debt discount - related party debt		—		—		—			69,502			—			—			69,502
Issuance of common stock for settlement of interest payable on related party debt		163,757		164		(7,713	)		223,773			—			—			216,224
Issuance of common stock for settlement of interest from equity payable - related party debt		1,946,232		1,946		(471,116	)		469,170			—			—			—
RSU’s issued - termination of director’s service		545,012		545					(545	)								—
Interest Payable on related party debt recorded to equity payable		—		—		230,438			—			—			—			230,438
Stock based compensation		—		—		—			810,157			—			—			810,157
Stock based compensation - employees		—		—		—			135,079			—			—			135,079
Foreign currency translation adjustment		—		—		—			—			31,502			—			31,502
Stock based compensation - directors		—		—		—			81,248			—			—			81,248
Net loss		—		—		—			—			—			(2,478,175	)		(2,478,175	)
Foreign currency translation adjustment		—		—		—			—			(1,321	)		—			(1,321	)
Balance, March 31, 2023		65,607,411	$	65,607	$	317,086		$	113,423,638		$	(69,461	)	$	(120,374,584	)	$	(6,637,714	)
Net loss		—		—		—			—			—			(2,589,691	)		(2,589,691	)
Issuance of common stock for PIPE financing		—		—		—			—			—			—			—
Balance, March 31, 2025		72,412,335	$	72,410	$	331,301		$	123,078,596		$	61,883		$	(142,783,197	)	$	(19,239,007	)
Fair market value of options issued with related party debt		190,156		191		(9,768	)		216,033			—			—			206,456
Stock based compensation		—		—		—			228,577			—			—		$	228,577
Foreign currency translation adjustment		—		—		—			—			(137	)		—			(137	)
Net loss		—		—		—			—			—			(2,272,082	)		(2,272,082	)
Balance, June 30, 2023		65,797,567		65,798		307,318			113,868,248			(69,598	)		(122,646,666	)		(8,474,900	)
Issuance of common stock for warrant exercise		1,960,976		1,961		—			1,606,039			—			—			1,608,000
Fair market value of options issued with related party debt		—		—		—			28,463			—			—			28,463
Issuance of common stock for settlement of interest payable on related party debt		191,166		191		(206,456	)		206,265			—			—			—
Stock based compensation		—		—		—			1,429,341			—			—		$	1,429,341
Foreign currency translation adjustment		—		—		—			—			91,825			—			91,825
Net loss		—		—		—			—			—			(3,778,272	)		(3,778,272	)
Balance, September 30, 2023		67,949,709	$	67,950	$	100,862		$	117,138,356		$	22,227		$	(126,424,938	)	$	(9,095,543	)

	Common Stock				Equity			Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’ ~~Equity~~
	Shares		Dollars		Payable			Capital		Loss			Deficit			(Deficit)
Balance, December 31, 2023		67,949,709	$	67,950	$	989,947		$	118,624,601	$	(153,831	)	$	(129,960,608	)	$	(10,431,941	)
Fair value of options issued with related party debt				—		—			466,594		—			—			466,594
Balance		67,949,709	$	67,950	$	989,947		$	118,624,601	$	(153,831	)	$	(129,960,608	)	$	(10,431,941	)
Fair value of options issued with related party debt		—		—		—			466,594		—			—			466,594
Stock based compensation - Employees		—		—		—			112,660		—			—			112,660
Stock Based Compensation - Directors		—		—		—			81,250		—			—			81,250
Foreign currency translation adjustment		—		—		—			—		217,929			—			217,929
Net loss		—		—		—			—		—		$	(2,254,242	)		(2,254,242	)
Balance, March 31, 2024		67,949,709	$	67,950	$	989,947		$	119,285,105	$	64,098		$	(132,214,850	)	$	(11,807,750	)
Fair value of options issued with related party debt				—		—			619,191		—			—			619,191
Balance		67,949,709	$	67,950	$	989,947		$	119,285,105	$	64,098		$	(132,214,850	)	$	(11,807,750	)
Issuance of common stock for settlement of interest payable on related party debt		—		—		465,996					—			—			465,996
Stock based compensation - Employees		—		—		—			131,414		—			—			131,414
Stock based compensation -Directors									81,249								81,249
Foreign currency translation adjustment		—		—		—			—		(2,600	)		—			(2,600	)
Net loss		—		—		—			—		—		$	(2,516,120	)		(2,516,120	)
Balance, June 30, 2024		67,949,709	$	67,950	$	1,455,943		$	120,116,959	$	61,498		$	(134,730,970	)	$	(13,028,620	)
Balance		67,949,709	$	67,950	$	1,455,943		$	120,116,959	$	61,498		$	(134,730,970	)	$	(13,028,620	)
Issuance of common stock for settlement of interest payable on related party debt		2,516,394		2,514		(1,355,081	)		1,389,977		—			—			37,410
Interest Payable on related party debt recorded to equity payable						235,558											235,558
Fair market value of options issued with related party debt		—		—		—			298,188		—			—			298,188
Stock based compensation - Employees		—		—		—			148,789		—			—			148,789
Stock Based Compensation - Directors									81,250								81,250
Foreign currency translation adjustment		—		—		—			—		1,358			—			1,358
Net loss		—		—		—			—		—		$	(2,458,552	)		(2,458,552	)
Balance, September 30, 2024		70,466,103		70,464		336,420			122,035,163		62,856			(137,189,522	)		(14,684,619	)
Balance		70,466,103		70,464		336,420			122,035,163		62,856			(137,189,522	)		(14,684,619	)

See accompanying notes to consolidated financial statements (unaudited).

Table of Contents

Mobivity Holdings Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2024			2023
	2025			2024
	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
OPERATING ACTIVITIES
Net Loss	$	(72,~~228~~589,~~914~~691	)	$	(82,~~528~~254,~~529~~242	)
Net loss from discontinued operations		4,207,458			5,106,164
Net income (loss) from discontinued operations		(111,755	)		134,479
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on Settlement of Debt - related party		37,410			10,857
Bad debt expense		1,692			—
Bad debt expense		14,849			—
Stock-based compensation		135,079			112,660
Stock-based compensation		636,612
Srock-based compensation from restricted stock		81,248			81,250
Loss on disposal of fixed assets		—6,875			—
Intangible Asset Impairment		—			—
Depreciation and amortization expense		8,031			21,257
Depreciation and amortization expense		48,341			162,209
Amortization of Debt Discount		171,202			94,480
Amortization of Debt Discount		372,847			89,349
Increase (decrease) in cash resulting from changes in:
Accounts receivable		~~(101~~47,~~693~~273	)		~~683~~(11,~~060~~831	)
Other current assets		—			~~9,634~~—
Other assets		—(2,176	)		(~~13,250~~10	)
Accounts payable		~~471~~142,~~102~~014			~~104~~(252,~~093~~084	)
Prepaid Expenses		~~(131~~19,~~933~~714	)		(4666,~~231~~563	)
Accrued interest		1458,~~009,822~~173			~~621~~299,~~806~~181
Accrued and deferred personnel compensation		15(96,~~939~~994	)		(~~457~~159,~~687~~051	)
Other liabilities - current		~~219~~(351,~~691~~055	)		(3428,~~036~~276	)
Lease Operating Assets		(3513,~~161~~018	)		(3011,~~155~~350	)
Deferred revenue and customer deposits		(~~134~~61,~~788~~554	)		(~~684~~45,~~175~~180	)
Net Cash Used in Operating Activities of continuing operations		(598,418	)		(3,006,891	)
Net cash and restricted cash used in operating activities of continuing operations		(2,154,942	)		(2,085,280	)
Net Cash Used in Operating Activities of discontinuing operations		(4,806,610	)		(2,638,089	)
Net Cash and restricted cash used in operating activities of discontinuing operations		111,755			(85,010	)
Net cash used in operating activities	$	(5,405,028	)	$	(5,644,980	)
Net cash and restricted cash used in operating activities	$	(2,043,187	)	$	(2,170,290	)
INVESTING ACTIVITIES
Cash paid for patent activities		(8,768	)		(6,300	)
Purchases of equipment		—			—
Purchases of equipment		(4,559	)		(18,252	)
Net cash and restricted cash used in investing activities		—			—
Net cash used in investing activities		(13,327	)		(24,552	)
FINANCING ACTIVITIES
Payments on notes payable		~~(7,035~~—	)		(208,~~004~~658	)
Proceeds from Related Party Debt		5825,~~325,~~000			~~400~~1,950,000
Proceeds from conversion of common stock warrants		—			5,195,487
Proceeds from Notes Payable		250,000			—
Net cash provided by (used in) financing activities		5,317,965			5,575,483
Net cash and restricted cash provided by (used in) financing activities		1,075,000			1,941,342
Effect of foreign currency translation on cash flow		~~216~~(1,~~445~~248	)		~~125,243~~(665	)
Net Change in cash		116,055			31,194
Net Change in cash and restricted cash		(969,435	)		(229,613	)
Cash at beginning of period	$	416,395		$	426,740
Cash and restricted cash at beginning of period	$	1,395,983		$	416,395
Cash at end of period		532,450			457,934
Cash and restricted cash at end of period		426,548			186,782
Supplemental disclosures
Interest paid	$	~~11,571~~—		$	~~9,110~~—
Non-cash investing and financing activities:
Non Cash investing and financing activities:
Fair Value of Options issued with related party debt	$	1,389,673		$	28,463
Debt discount - related party debt	$	69,502		$	466,594
Shares Issued for settlement of debt		—			411,823
Shares issued for settlement of debt - related party	$	230,438		$	—
Shares issued for settlement of debt - related party		701,554			223,937
AP exchange for related party notes payable	$	1,000,000		$	—
Par Value of RSU’s issued - termination of director’s service	$	—		$	545
AP exchange for notes payable	$	175,000		$	—

See accompanying notes to consolidated financial statements.

Table of Contents

Mobivity Holdings Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Basis of Presentation

Mobivity Holdings Corp. (the “Company” or “us”, “our”, or “we”) is a Nevada corporation organized in 2008, which develops and operates proprietary platforms over which brick and mortar brands and digital first enterprises can conduct national and localized, data-driven marketing campaigns with unique targeting, incentivization and promotion to drive customer acquisition and loyalty. The company’s core technology platform, RecurrencyTM, enables:

	●	Transformation of messy point-of-sale (POS) data collected from thousands of points of sale into usable intelligence.
	●	Measurement, prediction, and ability to boost guest frequency and spend by channel.
	●	Deployment and management of one-time use offer codes and attribution of sales accurately across every channel, promotion and media program.
	●	Delivery of uniquely attributable 1:1 offers that power incentivized actions in digital environments like user acquisition, continued monetization, and activities taken in a digital environment.

Our recurrency platform generates revenue in two ways. First, delivered as a Software-as-a-Service (“SaaS”) platform used by leading convenience and quick service restaurant brands to build and engage with their loyal customers. Second, through our Connected RewardsTM business, our platform enables and powers unique ~~incentivized~~ incentivized programs in digital environments. Through our Connected Rewards platform, we enable businesses to reward their users and customers with products in the real world for actions taken in a digital environment. Our customers include some of the largest mobile casual game publishers in the world and some of the largest convenience and quick service restaurant brands in the world. The programs we run for our customers include incentivized user acquisition where users are rewarded with a real-world product, like a free or discounted burger, for downloading a mobile game, and rewarded play where users receive real world products for accomplishing activities in game, like achieving a certain level or winning enough points. We charge our customers for each unique action where our rewards are delivered, these include a per install or per individual engagement fee.

On September 25, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with SMS Factory, Inc., a Florida corporation (“SMS Factory”). Pursuant to the Asset Purchase Agreement, SMS Factory purchased all of the right, title and interest in the Company’s SMS/MMS text messaging customer accounts, excluding certain Excluded Assets (as defined in the Asset Purchase Agreement) utilized in the operation of the Company’s SMS/MMS text messaging platform business (the “Business Assets”) effective as of September 25, 2024 (the “Closing Date”). Given that the effect of the Asset Purchase Agreement meets all the initial criteria of ASC Topic 205-20, Presentation of Financial Statements – Discontinued Operations for the classification of discontinued operations, the assets, liabilities, and operating results of Mobivity Holdings Corp have been classified as discontinued operations as of September 30, 2024 and December 31, ~~2023~~2024 and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. The consolidated financial statements for the prior periods have been adjusted to reflect comparable information.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 16, 2024.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our condensed consolidated financial statements as of ~~September~~March 3031, ~~2024~~2025, and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the operating results for the full year ending December 31, 2024.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

~~Use of Estimates~~5

~~The preparation~~Table of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.Contents

~~Reclassifications~~Use of Estimates

~~Certain~~The preparation of financial statements in conformity ~~prior~~with ~~year~~GAAP requires management to make estimates and assumptions that affect the reported amounts ~~have~~of ~~been~~assets ~~reclassified~~and toliabilities ~~conform~~and todisclosure of contingent assets and liabilities at the ~~current~~date ~~year’s~~of ~~presentation.~~the ~~The~~financial ~~reclassifications~~statements ~~did~~and ~~not~~the ~~affect~~reported ~~previously~~amounts of expenses during the reporting ~~reported~~period. ~~net~~Management ~~losses~~believes that these estimates are reasonable; however, actual results may differ from these estimates.

~~Acquisitions~~Reclassifications

~~We account~~Certain ~~for~~prior ~~acquired~~year ~~businesses~~amounts ~~using~~have ~~the~~been ~~purchase method of accounting. Under the purchase method, our consolidated financial statements~~reclassified ~~reflect~~to ~~the~~conform ~~operations~~to ~~of an acquired business starting from~~ the ~~completion~~current ofyear’s ~~the acquisition~~presentation. InThe ~~addition,~~reclassifications ~~the~~did ~~assets~~not ~~acquired~~affect ~~and liabilities~~previously ~~assumed~~reported ~~are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the~~ net ~~assets acquired recorded as goodwill~~losses.

~~Cash~~Acquisitions

We ~~minimize~~ ~~our~~account ~~credit~~for ~~risk~~acquired ~~associated~~businesses ~~with~~using ~~cash~~the bypurchase method ~~periodically~~of ~~evaluating~~accounting. Under the ~~credit~~purchase ~~quality~~method, of our ~~primary~~consolidated financial ~~institution.~~statements ~~Our~~reflect the operations of an acquired business ~~balances~~starting from the completion of the acquisition. In addition, the assets acquired and liabilities assumed are recorded at ~~times~~the ~~may~~date ~~exceed~~of acquisition ~~federally~~at ~~insured~~their ~~limits.~~respective Weestimated ~~have~~fair ~~not~~values, ~~experienced~~with any ~~losses~~excess onof ~~our~~the ~~cash~~purchase ~~accounts~~price over the estimated fair values of the net assets acquired recorded as goodwill.

~~Accounts Receivable, Allowance for Doubtful Accounts and Concentrations~~Cash

~~Accounts receivable~~We ~~are~~minimize ~~carried~~our atcredit ~~their~~risk ~~estimated~~associated ~~collectible~~with ~~amounts.~~cash Weby periodically ~~grant~~evaluating ~~unsecured~~the credit toquality ~~substantially all~~ of our ~~customers.~~primary ~~Ongoing credit~~financial ~~evaluations~~institution. ~~are~~Our ~~performed,~~balances ~~and potential credit losses are charged to operations~~ at ~~the~~times ~~time~~may ~~the~~exceed ~~account~~federally ~~receivable~~insured ~~is estimated~~limits. toWe behave ~~uncollectible.~~not ~~Since~~experienced weany ~~cannot~~losses ~~necessarily~~on ~~predict future changes in the financial stability of~~ our ~~customers,~~cash ~~we cannot guarantee that our reserves will continue to be adequate~~accounts.

~~As of~~Accounts ~~September 30~~Receivable, ~~2024,~~Allowance ~~and December 31, 2023 we recorded an allowance~~ for ~~doubtful~~Doubtful ~~accounts~~Accounts ~~of $35,909~~ and ~~$16,107, respectively.~~Concentrations

~~Goodwill~~Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed, and ~~Intangible~~potential credit ~~Assets~~losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate.

~~Goodwill is~~As tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of ~~the~~March ~~reporting~~31, ~~unit~~2025, isand ~~less~~December ~~than its carrying value. If the reporting unit does not pass the qualitative assessment~~31, ~~then~~2024 ~~the~~we ~~reporting unit’s carrying value is compared to~~recorded ~~its~~an ~~fair~~allowance ~~value.~~for ~~The~~doubtful ~~fair~~accounts ~~values~~ of ~~the~~$6,872 ~~reporting units are estimated using market~~ and ~~discounted~~$44,752, ~~cash flow approaches~~respectively. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

5Goodwill and Intangible Assets

~~Table~~Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of ~~Contents~~the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

~~We conducted our annual impairment tests of goodwill as of December 31, 2023. As a result of these tests, we had a total impairment charge of $0.~~6

~~Intangible assets~~Table ~~consist~~ of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one year to twenty years. No significant residual value is estimated for intangible assets.Contents

~~The Company’s~~We ~~evaluation~~conducted ofour ~~its~~annual impairment tests of goodwill as ~~and~~of ~~intangible~~December ~~assets~~31, ~~resulted~~2024. inAs noa ~~impairment~~result ~~charges~~of ~~for~~these ~~the~~tests, ~~nine~~we ~~months~~had ~~ended~~a ~~September 30,~~total ~~2024~~impairment ~~and~~charge ~~2023,~~of ~~respectively~~$0.

~~Software~~Intangible assets consist of patents and trademarks, ~~Development~~purchased ~~Costs~~customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one year to twenty years. No significant residual value is estimated for intangible assets.

~~Software development~~The ~~costs~~Company’s ~~include~~evaluation ~~direct~~of ~~costs~~its ~~incurred~~goodwill ~~for internally developed products~~ and ~~payments made to independent software developers~~ ~~and/or~~intangible ~~contract~~assets ~~engineers.~~resulted ~~The Company accounts for software development costs~~ in ~~accordance~~no ~~with~~impairment ~~the~~charges ~~Financial Accounting Standards Board (“FASB”) guidance~~ for the ~~costs~~three ofmonths ~~computer~~ended ~~software~~March ~~to be sold~~31, ~~leased,~~2025 or otherwise marketed (Accounting Standards Codification subtopic 985-20, Costs of Software to Be Sold, Leased, or Marketed, or “ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established, and ~~such costs are determined to be recoverable. The technological feasibility of a product encompasses technical design documentation and integration documentation~~2024, ~~or the completed and tested product design and working model~~respectively. Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered “research and development” that are not capitalized are immediately charged to engineering, research, and development expense.

~~Capitalized costs~~Software for those products that are canceled or abandoned are charged to product development expenses in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” ~~based on the straight-line method over a twenty-four-month period.~~Costs

~~The~~Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company ~~evaluates~~accounts for software development costs in accordance with the ~~future~~Financial ~~recoverability~~Accounting Standards Board (“FASB”) guidance for the costs of ~~capitalized~~computer software ~~development~~to ~~costs~~be onsold, anleased, ~~annual~~or ~~basis.~~otherwise ~~For~~marketed ~~products~~(Accounting ~~that~~Standards ~~have~~Codification ~~been~~subtopic 985-20, Costs of Software to ~~released~~Be inSold, ~~prior~~Leased, ~~years~~or Marketed, or “ASC Subtopic 985-20”). Software development costs are capitalized once the ~~primary~~technological feasibility ~~evaluation~~of ~~criterion~~a product is ~~ongoing~~established, ~~relations~~and ~~with~~such ~~the~~costs ~~customer~~are determined to be recoverable. The ~~Company’s~~technological ~~evaluation~~feasibility of ~~its~~a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development ~~assets~~that ~~resulted~~are not incapitalized noare ~~impairment~~charged ~~charges~~immediately ~~for~~to the ~~three~~appropriate ~~months~~expense ~~ended~~account. ~~September~~Amounts ~~30,~~that ~~2024~~are considered “research and ~~2023~~development” that are not capitalized are immediately charged to engineering, ~~respectively~~research, and development expense.

~~Impairment~~Capitalized costs for those products that are canceled or abandoned are charged to product development expenses in the period of ~~Long~~cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense -~~Lived~~ ~~Assets~~Development” based on the straight-line method over a twenty-four-month24 period.

~~We evaluate~~The ~~long-lived~~Company ~~assets~~evaluates ~~(including~~the ~~intangible~~future ~~assets)~~recoverability ~~for~~of capitalized ~~impairment~~software ~~whenever~~development ~~events~~costs oron ~~changes~~an inannual ~~circumstances~~basis. ~~indicate~~For products that ~~the carrying~~have ~~amount~~been ofreleased ain ~~long-lived~~prior ~~asset~~years, ~~may~~the ~~not~~primary beevaluation criterion ~~recoverable.~~is Anongoing ~~asset~~relations iswith ~~considered~~the ~~impaired~~customer. ifThe Company’s evaluation of its ~~carrying~~capitalized ~~amount~~software ~~exceeds~~development ~~the~~assets ~~undiscounted~~resulted ~~future~~in ~~net~~no ~~cash~~impairment ~~flow~~charges for the ~~asset~~three ismonths ~~expected~~ended toMarch ~~generate~~31, 2025 and 2024, respectively.

~~Foreign Currency~~Impairment ~~Translation~~of Long-Lived Assets

~~The Company~~We ~~translates~~evaluate ~~the~~long-lived ~~financial~~assets ~~statements of its foreign subsidiary from the local~~ (~~functional)~~including ~~currency into US Dollars using the~~intangible ~~year~~assets) orfor ~~reporting~~impairment ~~period~~whenever ~~end~~events or ~~average~~changes ~~exchange rates~~ in ~~accordance~~circumstances ~~with~~indicate that the ~~requirements~~carrying amount of ~~ASC~~a ~~subtopic 830~~long-~~10,~~lived ~~Foreign~~asset ~~Currency Matters~~may ~~(“ASC~~not ~~830-10”)~~be recoverable. ~~Assets~~An ~~and~~asset ~~liabilities~~is ofconsidered ~~these~~impaired ~~subsidiaries~~if ~~were~~its ~~translated~~carrying atamount ~~exchange~~exceeds ~~rates as of~~ the ~~balance~~ ~~sheet~~undiscounted ~~date.~~future ~~Revenues~~net ~~and~~cash ~~expenses~~flow ~~are translated at average rates in effect for~~ the ~~periods~~asset ~~presented. The cumulative translation adjustment~~ is ~~included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction~~expected ~~gains~~to and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Incomegenerate.

~~Revenue Recognition~~Foreign ~~and~~Currency ~~Concentrations~~Translation

~~Our Recurrency~~The ~~platform~~Company istranslates athe ~~hosted~~financial ~~solution.~~statements Weof its ~~generate~~foreign ~~revenue~~subsidiary from ~~licensing~~the ~~our~~local ~~software~~(functional) tocurrency ~~clients~~into inUS ~~our~~Dollars ~~software~~using asthe ayear ~~service~~or ~~model, per-message~~reporting ~~and~~period ~~per-minute~~end ~~transactional~~or ~~fees,~~average ~~and customized professional services. We recognize license/subscription fees over the~~exchange ~~period~~rates ofin ~~the~~accordance ~~contract,~~with ~~service fees as~~ the ~~services~~requirements ~~are~~of ~~performed,~~ASC ~~and~~subtopic ~~per~~830-~~message~~10, orForeign ~~per-minute~~Currency ~~transaction~~Matters ~~revenue~~(“ASC ~~when~~830-10”). ~~the transaction~~Assets ~~takes~~and ~~place.~~liabilities ~~Under~~of ~~ASC~~these ~~606,~~subsidiaries ~~revenue~~were istranslated ~~recognized~~at ~~when~~exchange ~~control~~rates as of the ~~promised~~balance ~~goods~~sheet ordate. ~~services~~Revenues isand ~~transferred~~expenses toare ~~our customers, in~~translated anat ~~amount~~average ~~that~~rates ~~reflects the consideration we expect to be entitled to~~ in ~~exchange~~effect for ~~those~~the ~~goods~~periods ~~or services~~presented. WeThe ~~consider~~cumulative ~~authoritative guidance~~translation onadjustment ~~multiple~~is ~~deliverables~~included in ~~determining~~the ~~whether~~accumulated ~~each~~other ~~deliverable~~comprehensive gain ~~represents~~(loss) awithin ~~separate~~shareholders’ ~~unit of accounting~~equity. ~~Some~~Foreign ~~customers~~currency ~~are billed~~transaction ongains aand ~~month-to-month~~losses ~~basis~~arising ~~with~~from noexchange ~~contractual~~rate ~~term~~fluctuations ~~and~~on transactions ~~fees~~denominated ~~are~~in ~~collected~~a bycurrency ~~credit~~other ~~card.~~than ~~Revenue is recognized at~~ the ~~time~~functional ~~that the~~currency ~~services~~ are ~~rendered,~~included ~~and~~in the ~~selling~~unaudited ~~price~~Condensed isConsolidated ~~fixed with a set range~~ Statements of ~~plans.~~Income ~~Cash~~and ~~received~~Comprehensive ~~in advance of the performance of services is recorded as deferred revenue~~Income.

~~Accounting Standards Update (“ASU”) No. 2014-09,~~ Revenue ~~from~~Recognition Contracts with Customers (“ASC 606”), is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance. The Company adopted this standard effective January 1, 2018, applying the modified retrospective method. Upon adoption, the Company discontinued revenue deferral under the sell-through model and ~~commenced recording revenue upon delivery to distributors, net of estimated returns. Generally, the new standard results in earlier recognition of revenues.~~Concentrations

Our Recurrency platform is a hosted solution. We generate ~~determine~~revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue ~~recognition~~when ~~under~~the transaction takes place. Under ASC 606, ~~through~~revenue is recognized when control of the ~~following~~promised ~~steps:~~goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month-to-month basis with no contractual term and fees are collected by credit card. Revenue is recognized at the time that the services are rendered, and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue.

●Accounting ~~identification~~Standards ofUpdate ~~the~~(“ASU”) ~~contract~~No. 2014-09, orRevenue ~~contracts,~~from Contracts with Customers (“ASC 606”), is a ~~customer;~~comprehensive ●revenue ~~identification~~recognition ofstandard ~~the~~that ~~performance~~superseded nearly ~~obligations~~all inexisting ~~the~~revenue ~~contract;~~recognition ●guidance. ~~identification~~The ofCompany ~~the~~adopted ~~transaction~~this ~~price;~~standard ●effective ~~allocation~~January of1, 2018, applying the ~~transaction~~modified ~~price~~retrospective method. toUpon adoption, the ~~performance~~Company ~~obligations~~discontinued inrevenue deferral under the ~~contract;~~sell-through model and ●commenced ~~recognition~~recording of revenue ~~when~~upon delivery to distributors, ornet asof estimated returns. Generally, wethe ~~satisfy~~new astandard ~~performance~~results ~~obligation~~in earlier recognition of revenues.

~~During the nine months ended September 30, 2024 and 2023, two customers accounted for 52% and 51% of our revenues, respectively.~~7

6Table of Contents

~~Table~~We ofdetermine ~~Contents~~revenue recognition under ASC 606 through the following steps:

~~Comprehensive Loss~~● identification of the contract, or contracts, with a customer;

~~Comprehensive loss~~● isidentification ~~defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components~~ of ~~comprehensive loss in~~ the ~~consolidated~~performance ~~financial~~obligations ~~statements~~ in the period in which they are recognized. Net loss and other comprehensive loss, including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at a comprehensive loss. For the three months ended September 30, 2024 and 2023, the comprehensive loss was $1,173,384, and $1,697,258 respectively. For the nine months ended September 30, 2024 and 2023, the comprehensive loss was $2,804,769 and $3,299,175 respectively.contract;

~~Stock-based Compensation~~● identification of the transaction price;

~~We primarily~~● ~~issue~~allocation ~~stock-based awards to employees in the form~~ of ~~stock options. We determine compensation expense associated with stock options based on~~ the ~~estimated~~transaction ~~grant~~price ~~date~~to ~~fair value method using~~ the ~~Black-Scholes~~performance ~~valuation~~obligations ~~model.~~in ~~We recognize compensation expense using a straight-line amortization method over~~ the ~~respective~~contract; ~~vesting period.~~and

~~Research and~~● ~~Development~~recognition ~~Expenditures~~of revenue when, or as, we satisfy a performance obligation.

~~Research and~~During ~~development~~the ~~expenditures~~three ~~are~~months ~~expensed~~ended asMarch ~~incurred~~31, 2025 and ~~consist~~2024, ~~primarily~~two ofcustomers ~~compensation~~accounted ~~costs,~~for ~~outside~~85% and ~~services,~~59% of ~~and~~our ~~expensed~~revenues, ~~materials~~respectively.

~~Advertising Expense~~Comprehensive Loss

~~Direct advertising~~Comprehensive ~~costs~~loss ~~are~~is ~~expensed~~defined as ~~incurred~~the change in equity during a period from transactions and ~~consist~~other ~~primarily~~events ofand ~~trade~~circumstances ~~shows,~~from ~~sales~~non-owner ~~enablement,~~sources. ~~content~~We ~~creation,~~are ~~paid~~required ~~engagement~~to record all components ~~and~~of ~~other~~comprehensive ~~direct~~loss ~~costs~~in the consolidated financial statements in the period in which they are recognized. ~~Advertising~~Net ~~expense~~loss ~~was~~and ~~$151~~other comprehensive loss,~~953~~ including foreign currency translation adjustments and ~~$169~~unrealized gains and losses on investments,~~549~~ ~~for~~are reported, net of their related tax effect, to arrive at a comprehensive loss. For the ~~nine~~three months ended ~~September~~March 3031, 2025 and 2024, the comprehensive loss was $2,591,012, and ~~2023~~$2,036,313 respectively.

~~Income Taxes~~Stock-based Compensation

We ~~account~~ ~~for~~primarily ~~income~~issue ~~taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined~~ stock-based on ~~the~~awards ~~difference~~to ~~between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year~~employees in ~~which~~ the ~~differences~~form ~~are~~of ~~expected~~stock ~~to affect taxable income~~options. ~~Valuation~~We ~~allowances~~determine ~~are~~compensation ~~established~~expense toassociated ~~reduce~~with ~~deferred~~stock ~~tax~~options ~~assets when,~~ based on ~~available~~the ~~objective~~estimated ~~evidence,~~grant itdate isfair ~~more~~value method ~~likely~~using ~~than not that~~ the ~~benefit~~Black-Scholes ofvaluation ~~such assets will not be realized~~model. We recognize in ~~the~~compensation ~~consolidated~~expense ~~financial~~using ~~statements~~a ~~only~~straight-line ~~those~~amortization ~~tax~~method ~~positions~~over ~~determined~~the torespective vesting ~~be more likely than not of being sustained~~period.

~~Net Loss~~Research ~~Per~~and ~~Common~~Development ~~Share~~Expenditures

~~Basic net~~Research ~~loss~~and ~~per~~development ~~share~~expenditures ~~excludes~~are ~~any~~expensed as ~~dilutive effects of options~~incurred, ~~shares subject to repurchase,~~ and ~~warrants.~~consist ~~Diluted~~primarily ~~net loss per share includes the impact~~ of ~~potentially~~compensation ~~dilutive securities. During the three and nine months ended September 30~~costs, ~~2024~~outside ~~and 2023~~services, ~~we had securities outstanding which could potentially dilute basic earnings per share in the future. Stock-based compensation, stock options~~ and ~~warrants were~~expensed ~~excluded from the computation of diluted net loss per share when their effect would have been anti-dilutive~~materials.

~~Recent Accounting~~Advertising ~~Pronouncements~~Expense

~~Accounting standards~~Direct ~~promulgated~~advertising bycosts ~~the~~are ~~FASB~~expensed ~~are~~as ~~subject~~incurred and toconsist ~~change.~~primarily ~~Changes~~of intrade ~~such~~shows, ~~standards~~sales ~~may~~enablement, ~~have~~content ancreation, ~~impact~~paid onengagement ~~the~~and ~~Company’s~~other ~~future~~direct ~~financial statements~~costs. ~~The~~Advertising ~~following~~expense was is$167,628 aand ~~summary~~$93,430 offor ~~recent~~the ~~accounting~~three ~~developments~~months ended March 31, 2025 and 2024, respectively.

~~In August~~Income 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 requires that the if-converted method of computing diluted Earnings per Share. The Company adopted ASU 2020-06 on January 1, 2022.Taxes

3We account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely ~~Discontinued~~than ~~Operations~~not that the benefit of such assets will not be realized. We recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained.

OnReportable September 25, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with SMS Factory, Inc., a Florida corporation (“SMS Factory”). Pursuant to the Asset Purchase Agreement, SMS Factory purchased all of the right, title and interest in the Company’s SMS/MMS text messaging customer accounts, excluding certain Excluded Assets (as defined in the Asset Purchase Agreement) utilized in the operation of the Company’s SMS/MMS text messaging platform business (the “Business Assets”) effective as of September 25, 2024 (the “Closing Date”).Segments

The ~~following~~customer ~~table~~acquisition ~~presents~~and aengagement ~~reconciliation~~segment ofderives revenues from customers by creating ways for customers to acquire new customers and in increase customer retention by email, text messaging and app interaction. the ~~carrying~~first ~~amounts~~is The Company’s Connected Reward program that encourages engage by offering real life rewards through on of the ~~major~~many ~~classes~~marketing ofchannels. ~~these~~In ~~assets~~addition, ~~and~~we ~~liabilities~~offer toSMS ~~the~~messaging ~~current~~programs ~~assets~~that allow the companies to send company updates, offers and ~~liabilities~~promotions ofthrough ~~discontinued~~email ~~operations~~and SMS/MMS messaging. The accounting policies are the same as ~~presented~~the onpolicies listed in the ~~Company’s~~summary ~~Consolidated~~of ~~Balance~~significant ~~Sheets:~~accounting policies.

~~Schedule~~The chief operating decision maker (“CODM”) of ~~Consolidated~~the ~~Balance~~Company ~~Sheets~~is our President who assesses performance of our single operating segment and ~~Statements~~decides how to allocate resources based on consolidated net loss that is reported on the consolidated statement of ~~Loss~~operations, as well as through other performance measures. The CODM considers consolidated net loss in deciding how to allocate resources into the Company based on net income that also is reported on the income statement as consolidated net income.

	As of September 30, 2024		As of December 31,2023
Assets			$
Current assets
Accounts receivable	$	450,517	$	846,561
Total Assets	$	450,517	$	846,561
Liabilities
Current liabilities
Accounts Payable	$	2,261,892	$	3,257,088
Total Liabilities	$	2,261,892	$	3,257,088

The CODM is provided quarterly with reports on cash and accounts receivable to make decisions regarding resource allocation. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The ~~following~~CODM ~~table~~uses ~~provides~~net ~~details~~income ~~about~~to ~~the~~evaluate ~~major~~income ~~classes~~generated offrom ~~line~~segment ~~items~~assets ~~constituting~~(return ~~“Income~~on ~~(loss~~assets) ~~from~~in ~~discontinued~~deciding ~~operations”~~whether to reinvest profits into the customer acquisition and engagement or into other parts of the entity, such as ~~presented~~for onacquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. ~~Consolidated~~The ~~Statements~~competitive analysis along with the monitoring of ~~Loss:~~budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

	2024			2023			2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	1,072,865		$	1,582,891		$	3,473,012		$	5,192,311
Cost of Revenue		570,704			1,125,209			2,093,161			3,475,879
Gross Profit		502,161			457,682			1,379,851			1,716,432
Operating Expenses
Bad Debt Expense		(29,232	)		—			70,428			—
General and administrative		476,788			940,240			1,381,340			2,657,125
Sales and marketing		566,510			575,880			1,837,504			1,692,206
Engineering, research and development		738,649			888,671			2,254,966			2,310,888
Depreciation and amortization		2,360			29,380			13,335			126,880
Total operating expenses		1,755,075			2,434,171			5,557,573			6,787,099
Loss from Operations		(1,252,914	)		(1,976,489	)		(4,177,722	)		(5,070,667	)
Other income/(expense)
Loss on settlement of debt		(30,896	)		—			(29,711	)		(10,487	)
Interest expense		—			—			—			—
Settlement Losses		—			(12,601	)		—			(24,630	)
Foreign currency gain		—			(99	)		(25	)		(380	)
Total other income/(expense)		(30,896	)		(12,700	)		(29,736	)		(35,497	)
Net Loss from Discontinued Operations	$	(1,283,810	)	$	(1,989,189	)	$	(4,207,458	)	$	(5,106,164	)

The Company has one reportable segment: customer acquisition and engagement. The customer acquisition and engagement segment provides customer with the ability to engage customers though email, SMS/MMS messaging and through our unique fee-for action contracts such as a fee for downloading an app, or a fee for achieving a certain action in a digital app, or acquiring a loyalty member. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. All revenue is derived using our Recurrency platform which is designed to leverage point-of-sale data, along with cognitive computing, to increase visits, spend, and loyalty from consumers.

The ~~Company’s~~following ~~execution~~table ofshows the Asset Purchase Agreement has met the criteria to be reported as discontinued operations. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of Consolidated net ~~loss~~sales inby ~~the~~operating Consolidated Statements of Loss, for all periods presented, resulting in changes to the presentation of certain prior period amounts. Cash flows from discontinued operations are not reported separately in the Consolidated Statements of Cash Flows. The assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented.segment:

4. Schedule ~~Going~~of ~~Concern~~Net Sales by Operating Segment

We had $532,450 of cash as of September 30, 2024. We had a net loss of $7,228,914 for the nine months ended September 30, 2024, and we used $5,405,028 of cash in our operating activities during that time. In the nine months ended September 30, 2023 we had a net loss of $8,528,529 and used $5,644,980 of cash in our operating expenses. We raised $3.0 million in cash Convertible Notes issued during 2023. We raised an additional $5.3 million from the issuance of convertible notes in 2024. There is substantial doubt that our additional cash from our warrant conversion along with our expected cash flow from operations, will be sufficient to fund our 12-month plan of operations, and there can be no assurance that we will not require significant additional capital within 12 months.

Customer Acquisition and Engagement segment
Revenues	$	513,311
Less:
Customer Acquisition Costs		239,593
Dues and Subscriptions		22,415
Legal and Accounting and Professional Fees		121,828
Travel Expense		14,280
Administrative Expenses		524,163
Advertising Expense		167,628
Payroll and Related Expense		1,484,142
Interest Expense		631,333
Other Expenses (1)		9,375
Customer Acquisition and Engagement segment Net Income	$	(2,701,446	)

~~As shown~~(1) inOther ~~the~~Expense ~~accompanying~~includes ~~financial~~settlement ~~statements, the Company has incurred net~~ losses from operations resulting in an accumulated deficit of $137.2 million as of September 30, 2024. Further losses are anticipated in the development of the Company’s business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and~~/or~~ ~~obtaining~~loss ~~the~~on ~~necessary~~disposal financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next 12 months with proceeds from the sale of ~~securities,~~fixed and/or revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.assets

7Net Loss Per Common Share

~~Table~~Basic net loss per share excludes any dilutive effects of ~~Contents~~options, shares subject to repurchase, and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three months ended March 31, 2025 and 2024, we had securities outstanding which could potentially dilute basic earnings per share in the future. Stock-based compensation, stock options and warrants were excluded from the computation of diluted net loss per share when their effect would have been anti-dilutive.

~~4. Intangibles~~Recent Accounting Pronouncements

~~Intangible~~Accounting standards promulgated by the FASB are subject ~~assets~~to change. Changes in such standards may have an impact on the Company’s future financial statements. The following is a summary of recent accounting developments.

~~The~~In November 2023 FASB issued ASU 2023-07, Segment ~~following~~Reporting ~~table~~– ~~presents~~Improvements ~~details~~to ofReportable ~~our~~Segment ~~purchased~~Disclosures. ~~intangible~~ASU ~~assets~~2023-07 asrequires ofpublic ~~September~~entities 30“improve reportable segment disclosure requirements, ~~2024~~primarily ~~and~~through enhanced disclosures about significant segment expenses.” The Company adopted AS 2023-07 as of December 31, ~~2023:~~2024. The Company’s CODM has determined that Mobivity Holdings Corp has one reportable segment. This will result in no changes to the reporting of our or presentation our financial statements. The measure of segment assets is reported on the balance sheet as total consolidated assets.

~~Schedule of Intangible Assets~~8

	Balance at December 31, 2023		Additions		Impairments		Amortization			Foreign Exchange and Other		Balance at September 30, 2024
Patents and trademarks	$	53,663	$	8,768	$	—	$	(4,930	)	$	—	$	57,501
Customer and merchant relationships		6,138		—		—	$	(6,138	)		—		—
Trade names		1,609		—		—	$	(1,609	)		—		—
	$	61,410	$	8,768	$	—	$	(12,677	)	$	—	$	57,501

Table of Contents

~~The intangible~~3. ~~assets~~Discontinued ~~are being amortized on a straight-line basis over their estimated useful lives of one year to twenty years.~~Operations

~~Amortization expense~~On ~~for~~September ~~intangible~~25, ~~assets~~2024, ~~was~~the ~~$12,677~~Company ~~and~~entered ~~$28,689~~into ~~for~~an Asset Purchase Agreement (the ~~nine~~“Asset ~~months~~Purchase ~~ended~~Agreement”) ~~September~~with 30SMS Factory, ~~2024~~Inc., ~~and~~a ~~2023~~Florida corporation (“SMS Factory”). Pursuant to the Asset Purchase Agreement, ~~respectively~~SMS Factory purchased all of the right, title and isinterest ~~included~~in the Company’s SMS/MMS text messaging customer accounts, excluding certain Excluded Assets (as defined in ~~depreciation~~the ~~and~~Asset ~~amortization~~Purchase onAgreement) utilized in the ~~accompanying~~operation of ~~unaudited~~the ~~condensed~~Company’s ~~consolidated~~SMS/MMS ~~statements~~text messaging platform business (the “Business Assets”) effective as of ~~operations~~September ~~and~~25, ~~comprehensive~~2024 (the ~~loss~~“Closing Date”).

~~Amortization~~The following table presents a reconciliation of the carrying amounts of ~~expense~~the ~~for~~major ~~intangible~~classes ~~assets~~of ~~was~~these ~~$1,819~~assets and ~~$10,747~~liabilities ~~for~~to the ~~three~~current ~~months~~assets ~~ended~~and ~~September~~liabilities ~~30,~~of ~~2024~~discontinued ~~and~~operations ~~2023,~~as ~~respectively.~~presented on the Company’s Consolidated Balance Sheet:

~~The~~ Schedule ~~estimated future amortization expense~~ of ~~our~~Consolidated ~~intangible~~Balance ~~assets~~Sheets asand Statements of ~~September 30, 2024 was as follows:~~Loss

Schedule of Finite Lived Intangible Assets Future Amortization Expense

	As of March 31, 2025		As of December 31,2024
Assets
Current assets
Accounts receivable	$	46,238	$	214,779

Total Assets	$	46,238	$	214,779

Year ending December 31,	Amount
2024	$	1,811
2025	$	7,246
2026	$	7,246
2027	$	7,246
2028	$	7,246
Thereafter	$	26,706
Total	$	57,501

The following table provides details about the major classes of line items constituting “Income from discontinued operations” as presented on the Company’s Consolidated Statements of Loss:

5. Software Development Costs


	Three Months Ended
	March 31,
	2025			2024
Revenues	$	393,540		$	1,301,671
Cost of Revenue		251,151			919,477
Gross Profit		142,389			382,194

Operating Expenses
Bad Debt Expense		(28,670	)		49,109
General and administrative		35,152			306,664
Sales and marketing		12,728			81,617
Engineering, research and development		11,424			79,283
Total operating expenses		30,634			516,673

Income (Loss) from Operations		111,755			(134,479	)

Net Income (Loss) from Discontinued Operations	$	111,755		$	(134,479	)

The Company’s execution of the Asset Purchase Agreement has ~~capitalized~~met ~~certain~~the ~~costs~~criteria ~~for~~to ~~software~~be ~~developed~~reported oras ~~obtained~~discontinued ~~for~~operations. ~~internal~~In ~~use~~accordance ~~during~~with GAAP, assets and liabilities of discontinued operations are presented separately in the ~~application~~Consolidated ~~development~~Balance ~~stage~~Sheets, and results of discontinued operations are reported as a separate itcomponent ~~relates~~of Consolidated net loss in the Consolidated Statements of Loss, for all periods presented, resulting in changes to ~~specific~~the ~~contracts.~~presentation of ~~The~~certain prior period amounts. ~~capitalized~~Cash ~~include~~flows ~~external~~from ~~direct~~discontinued ~~costs~~operations ofare ~~services~~reported ~~used~~separately in ~~developing~~the ~~internal-use~~Consolidated ~~software~~Statements of Cash ~~and~~Flows. ~~for~~The ~~payroll~~assets and ~~payroll-related~~liabilities ~~costs~~ of ~~employees~~discontinued ~~directly~~operations ~~associated~~are ~~with~~presented separately in the ~~development~~Consolidated ~~activities~~Balance Sheets for all periods presented.

~~The following~~4. ~~table~~Going ~~presents details of our software development costs as of September 30, 2024 and December 31, 2023:~~Concern

~~Schedule~~The Company had $291,732 of ~~Software~~cash ~~Development~~as ~~Costs~~of March 31, 2025. The Company had a net loss of $2.6 million for the three months ended March 31, 2025, and we used $2,043,187 of cash in our operating activities during that time. In the three months ended March 31, 2024 we had a net loss of $2.3 million and used $2,170,290 of cash in our operating expenses. The Company raised 2.3 million in cash from Convertible Notes issued during 2025. The Company raised $6.9 million in cash Convertible Notes issued during 2024.

	Balance at December 31, 2023		Additions		Amortization			Balance at September 30, 2024
Software Development Costs	$	4,506	$	—	$	(4,418	)	$	88
	$	4,506	$	—	$	(4,418	)	$	88

Our additional cash from our convertible notes along with our expected cash flow from operations, may not be sufficient to fund our 12-month plan of operations, and there can be no assurance that we will not require significant additional capital within 12 months.

~~Software~~As shown in the accompanying financial statements, ~~development~~the ~~costs~~Company has incurred net losses from operations resulting in an accumulated deficit of $142.8 million as of March 31, 2025. Further losses are ~~being~~anticipated ~~amortized~~in onthe development of the Company’s business raising substantial doubt about the Company’s ability to continue as a ~~straight-line~~going ~~basis~~concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over ~~their~~the ~~estimated~~next ~~useful~~12 ~~life~~months with proceeds from the sale of ~~two~~securities, and/or ~~years~~revenues from operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Table of Contents

Amortization expense for software development costs was $1,140 and $18,120 for the three months ended September 30, 2024 and 2023, respectively, and is included in depreciation and amortization on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss5. Intangibles

~~Amortization expense~~Intangible ~~for software development costs was $4,418 and $95,694 for the nine months ended September 30, 2024 and 2023, respectively.~~assets

The ~~estimated~~ ~~future~~following ~~amortization~~table ~~expense~~presents details of ~~software~~our ~~development~~purchased intangible ~~costs~~assets as of ~~September~~March 3031, ~~2024~~2025 isand asDecember ~~follows~~31, 2024:

Schedule of ~~Amortization~~Intangible ~~Expense of Software Development Costs~~Assets

Year ending December 31,	Amount
	Balance at December 31, 2024		Additions		Impairments		Amortization			Foreign Exchange and Other		Balance at March 31, 2025
2024	$	88
Patents and trademarks	$	55,689	$	—	$	—	$	(1,811	)	$	—	$	53,878
2025		—
Customer and merchant relationships		—		—		—	$	—			—		—
2026		—
Trade names		—		—		—	$	—			—		—
2027		—
	$	55,689	$	—	$	—	$	(1,811	)	$	—	$	53,878
2028		—
Thereafter		—
Total	$	88

6.The ~~Operating~~intangible ~~Lease~~assets ~~Assets~~are being amortized on a straight-line basis over their estimated useful lives of one year to twenty years.

~~The Company~~Amortization ~~entered~~expense ~~into~~for aintangible ~~lease~~assets ~~agreement~~was ~~on February~~ $1,811 and ~~2021~~$9,192 for ~~8,898~~the ~~square~~three ~~feet,~~months ~~for~~ended ~~its~~March ~~office facilities in Chandler~~31, AZ2025 ~~through January~~and ~~2027. Monthly rental payments~~2024, ~~excluding common area maintenance charges~~respectively, ~~are~~and ~~$25,953~~is ~~to $28,733. The first twelve months of the lease~~ included ain ~~50%~~depreciation ~~abatement period~~ and aamortization ~~deposit~~on ~~of $110,000 was required. The lessor contributed $110,000 towards~~ the ~~purchase~~ ofaccompanying ~~office~~unaudited ~~furniture~~condensed asconsolidated ~~part~~statements of ~~the~~operations ~~lease agreement. As of September 30, 2024, we have an operating lease asset balance of $600,624~~ and an ~~operating~~comprehensive ~~lease liability balance of $731,764 recorded in accordance with ASC 842, Leases (ASC “842”)~~loss.

The ~~Company~~ ~~entered~~estimated infuture toamortization aexpense ~~sublease~~of onour ~~March~~intangible assets 1,as ~~2024~~of ~~for~~March ~~its office facilities in Chandler~~31, ~~AZ through February 28,~~ 2025. ~~Monthly~~was ~~rental payments~~as ~~including rental of office furniture and excluding taxes, are $24,470.~~follows:

~~The following~~Schedule ~~are~~of ~~additional~~Finite ~~details~~Lived ~~related~~Intangible toAssets ~~leases~~Future ~~recorded~~Amortization ~~on our balance sheet as of September 30, 2024:~~Expense

Schedule of Additional Details Related to Leases

Year ending December 31,	Amount
2025	$	5,434
2026	$	7,246
2027	$	7,246
2028	$	7,246
2029	$	7,246
Thereafter	$	19,460
Total	$	53,878

Leases	Classification	Balance at September 30, 2024
Assets
Current
Operating lease assets	Operating lease assets	$	—
Noncurrent
Operating lease assets	Noncurrent operating lease assets	$	600,624
Total lease assets		$	600,624
Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	295,486
Noncurrent
Operating lease liabilities	Noncurrent operating lease liabilities	$	436,278
Total lease liabilities		$	731,764

9Table of Contents

~~Table~~6. ofOperating ~~Contents~~Lease Assets

The ~~maturity~~ ~~analysis~~Company ~~below~~entered ~~summarizes~~into ~~the~~a ~~remaining~~lease ~~future~~agreement ~~undiscounted~~on ~~cash~~February 1, ~~flows~~2021, for ~~our~~8,898 ~~operating~~square ~~leases~~feet, afor ~~reconciliation~~its tooffice ~~operating~~facilities in Chandler, AZ through January 2027. Monthly rental payments, excluding common area maintenance charges, are $25,953 to $28,733. The first twelve months of the lease ~~liabilities~~included ~~reported~~a on50% abatement period and a deposit of $110,000 was required. The lessor contributed $110,000 towards the ~~Condensed~~purchase ~~Consolidated~~of ~~Balance~~office ~~Sheet~~furniture as part of the lease agreement. As of March 31, ~~our~~2025, ~~weighted-average~~we ~~remaining~~have an operating lease ~~term~~asset balance of $481,406 and ~~weighted~~an ~~average~~operating lease liability balance of $587,622 recorded in ~~discount~~accordance ~~rate:~~with ASC 842, Leases (ASC “842”).

~~Schedule~~The Company entered in to a sublease on March 1, 2024 for its office facilities in Chandler, AZ through February 28, 2025. Monthly rental payments including rental of ~~Lessee~~office furniture and excluding taxes, ~~Operating~~are ~~Lease~~$24,470. ~~Liability~~On February 28, 2025 an amendment to the sublease was signed. The amendment extended the term of the sublease until January 25, 2027 in the amount of $22,245 monthly excluding March 2025 and March 2026, which are billed at $0.

Year ending December 31,
2024	$	82,863
2025		337,568
2026		344,241
2027		28,733
2028		—
Thereafter		—
Total future lease payments		793,405
Less: imputed interest		(61,641	)
Total	$	731,764

The following are additional details related to leases recorded on our balance sheet as of March 31, 2025:

Schedule of ~~Lease~~Additional ~~Cost~~Details Related to Leases

Weighted Average Remaining Lease Term (years)
Leases	Classification		Balance at March 31, 2025
Operating leases		2.33
Assets
Weighted Average Discount Rate
Current
Operating leases		6.75	%
Operating lease assets	Operating lease assets		$	—
Noncurrent
Operating lease assets	Noncurrent operating lease assets		$	481,406
Total lease assets			$	481,406
Liabilities
Current
Operating lease liabilities	Operating lease liabilities		$	308,984
Noncurrent
Operating lease liabilities	Noncurrent operating lease liabilities		$	278,638
Total lease liabilities			$	587,622

~~7. Notes Payable and Interest Expense~~11

~~The following~~Table ~~table presents details~~ of ~~our notes payable as of September 30, 2024 and December 31, 2023:~~Contents

~~Schedule~~The maturity analysis below summarizes the remaining offuture ~~Debt~~undiscounted cash flows for our operating leases, a reconciliation to operating lease liabilities reported on the Condensed Consolidated Balance Sheet, our weighted-average remaining lease term, and weighted average discount rate:

Facility	Maturity	Interest Rate			Balance at September 30, 2024			Balance at December 31, 2023
ACOA Note	February 1, 2024		15	%		—			7,154
Related Party Secured Promissory Note	June 30, 2026		8	%		5,718,738			5,677,251
Related Party Convertible Notes	various		15	%		5,850,870			1,587,361
Related Party Unsecured Promissory Note	June 30,2026		8	%		271,875			271,875
Convertible Notes	Various		15	%		224,836			215,959
Total Debt						12,066,319			7,759,600
Less current portion						(3,840,625	)		(3,079,654	)
Long-term debt, net of current portion					$	8,225,694		$	4,679,946

ACOA Note

Year ending December 31,
2025	$	253,593
2026		344,241
2027		28,733
2028		—
2029		—
Thereafter		—
Total future lease payments		626,567
Less: imputed interest		(38,945	)
Total	$	587,622

During the nine months ended September 30, 2024 we repaid $7,035 USD of principal. The final payment was made on February 28, 2024 and the loan is paid in full.

Weighted Average Remaining Lease Term (years)
Operating leases	1.83

Weighted Average Discount Rate
Operating leases	6.75	%

107. Notes Payable and Interest Expense

~~Table~~The following table presents details of ~~Contents~~our notes payable as of March 31, 2025 and December 31, 2024:

~~Related~~Schedule ~~Party~~of ~~Notes~~Debt

Secured Promissory Notes

Facility	Maturity	Interest Rate			Balance at March 31, 2025			Balance at December 31, 2024
Related Party Unsecured Promissory Note - Principal	July 31, 2026		15	%		271,875			271,875
Related Party Secured Promissory Note	March 31, 2027		15	%		5,873,125			5,873,125
Related Party Convertible Notes	various		15	%		9,100,000			8,850,000
Convertible Notes	June 30,2026		8	%		250,000			250,000
Related Party Senior Secured Convertible Notes	Various		8	%		1,575,000			—
Senior Secured Convertible Notes	Various		8	%		425,000			—
Total Notes Payable Principal						17,495,000			15,245,000
Less Total Debt Discount						(1,432,858	)		(1,534,558	)
Total Debt						16,062,142			13,710,442
Less current portion						(3,083,828	)		(2,315,703	)
Long-term debt, net of current portion					$	12,978,314		$	11,394,739

On June 30, 2021, we entered into a Credit Facility Agreement (the “Credit Agreement”) with Thomas Akin, one of the Company’s directors (the “Lender”). The Credit Agreement was amended on November 11, 2022. The Company can borrow up to $6,000,000 under the Credit Agreement (“the “Credit Facility”).12

~~The Credit~~Table ~~Facility is secured by all~~ of our tangible and intangible assets including intellectual property. This loan bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum. The Company may prepay this loan without notice, penalty, or charge. In consideration of the Lender’s agreement to provide the Credit Facility, the Company issued warrants to purchase shares of its common stock at an exercise price of $1.67 per share in connection with the issuance of funds under the Credit Agreement. The warrants are exercisable for a period commencing upon issuance of the corresponding notes and ending 36 months after issuance of the financing. In addition, the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of the Company’s common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average price over the 30 trading days preceding the advance (the “VWAP”). Each warrant will be exercisable over a three-year period at an exercise price equal to the VWAP.Contents

~~Under the~~Related ~~original~~Party terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 equal monthly installments commencing on June 30, 2022, and ending on June 30, 2024. On November 11, 2022, an amendment to the Credit Agreement was signed. The amendment updated the payment terms to the following: “Without limiting the foregoing Section 2.3(a), Borrower shall repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments commencing on January 31, 2023 and continuing thereafter on the last day of each month (or, if such last day is not a Business Day, on the Business Day immediately preceding such last day. Interest on the unpaid Advances will accrue from the date of each Advance at a rate equal to fifteen percent (15%) per annum. Interest will be calculated on the basis of 365 days in a year.” The amendment raised the maximum amount of the Credit Facility to $6,000,000. In addition, the interest which is accrued monthly between July 1, 2022, and December 31, 2022, will be settled into equity. Common Stock will be issued at the end of each month at a rate of $1.08 per share of common stock in the amount of the interest accrued for each month.Notes

~~On January~~Unsecured ~~31,~~Promissory 2023, the Company then entered into Amendment No. 1 (the “Amendment”), which amends our existing Credit Facility Agreement[1], dated as of November 11, 2022, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. The Amendment amends the existing Credit Facility Agreement to extend the maturity of the agreement and related convertible notes thereunder until December 1, 2025. Principal payments have been deferred to a period beginning on January 1, 2024 and ending December 1, 2025, and further provides that any accrued interest on unpaid advances under the agreement is to be paid quarterly in shares of our common stock, at a price per share equal to the volume-weighted average price of our common stock quoted on the Over-The Counter Venture Market operated by OTC Markets Group Inc. (“OTCQB®”) over the ninety (90) trading days immediately preceding such date. The Amendment provides for corresponding amendments to the form of convertible notes to be issued under the Credit Agreement in the future and any outstanding convertible notes issued under the existing Credit Facility Agreement. The Amendment was considered a debt modification as the cash flows under the amended terms do not differ by at least 10% from the cash flows under the original agreement.Note

On ~~January~~ 31July 1, ~~2024~~2021, ~~amended~~we ~~terms~~entered ~~were~~into ~~agreed~~UP ~~upon~~Notes in the aggregate principal amount of $271,875 with Talkot Fund, LP and investor in the Company. ~~then~~Each ~~entered~~UP ~~into~~Note ~~Amendment~~bears ~~No.~~interest 2on (the ~~“Amendment”)~~unpaid ~~signed~~balance at the rate of fifteen percent on(15%) per ~~May~~annum 3and the principal and accrued interest are due and payable no later than December 31,~~2024,~~ ~~which~~2023. ~~amends~~We ~~the~~may ~~terms~~prepay any of the ~~Credit~~UP Notes ~~Facility~~without ~~Agreement~~notice, ~~between~~subject ~~the~~to ~~Company~~a ~~and~~two ~~Thomas~~percent B(2%) pre-payment penalty. ~~Akin,~~The UP Note offer was conducted by our management and ~~any~~there ~~convertible~~were ~~notes~~no ~~issued~~commissions ~~thereunder.~~paid ~~The~~by ~~Amendment~~us ~~amends~~in connection with the ~~existing~~solicitation. ~~Credit~~The ~~Facility~~Company ~~Agreement~~issued to ~~extend~~Talkot ~~the~~Fund ~~maturity~~LP ofwarrants ~~the~~to ~~agreement~~purchase ~~and~~an ~~related~~aggregate of ~~convertible~~33,017 ~~notes~~shares ~~thereunder~~of ~~until~~our ~~June~~common ~~30,~~stock ~~2026.~~at ~~Principal~~the ~~payments~~stated ~~have~~exercise ~~been~~price ~~deferred~~per toshare ain ~~period~~connection ~~beginning~~with onthe ~~July~~issuance ~~31,~~of ~~2024~~funds ~~and~~under ~~ending~~this ~~June~~UP ~~30, 2026~~Note.

On ~~August~~ 13January 31, ~~2024~~2023, ~~amended~~the ~~terms~~Lender ~~were~~ agreed ~~upon~~to ~~and~~ postpone the ~~Company~~24-month ~~then~~repayment ~~entered~~period ~~into~~to ~~Amendment~~a ~~No.~~later 3period ~~(the~~commencing ~~“Amendment”) signed~~ on ~~May~~January 331, 2024, ~~which~~and ~~amends~~further ~~the~~agreed ~~terms~~that ofinterest ~~the~~accrued ~~Credit~~on ~~Facility~~the ~~Agreement,~~loan between July ~~the~~1, ~~Company~~2022 and ~~Thomas~~December ~~B. Akin~~1, ~~and~~2025 ~~any~~is ~~convertible notes issued thereunder. The Amendment amends the existing Credit Facility Agreement~~ to ~~extend~~be ~~the~~settled ~~maturity~~in shares of the ~~agreement~~Company’s ~~and~~common ~~related~~stock ~~convertible notes thereunder until June 30, 2026~~quarterly. ~~Principal payments have been deferred to a period beginning on October 31, 2024 and ending September 30, 2026.~~

~~During the~~On ~~nine~~January ~~months~~31 ~~ended September 30,~~ 2024, athe ~~total~~Lender ofagreed ~~$681,432~~to ofpostpone the ~~interest~~24-month ~~was~~repayment ~~accrued~~period byto ~~the~~a ~~company.~~later ~~The~~period ~~company~~commencing ~~recorded~~on ~~amortized discount~~July ~~expense of $64~~31,~~053~~ 2024.

AsDuring the three months ended March 31, 2025, a total of ~~September~~$20,844 of 30accrued interest from equity payable was converted into 86,109 shares ~~2024~~of common stock and a $6,645 loss on settlement of debt was recorded. The shares were convertible and converted on the ~~Company~~last ~~had~~day ~~drawn~~of the quarter, based on a ~~total~~90-day volume-weighted average price (VWAP) of $50.2514,~~873~~ while the stock price on the conversion date was $0.4117,~~125,~~ leading ~~with~~to a ~~debt~~loss. ~~discount~~As of ~~$201~~March 31,~~087~~ ~~for~~2025, athe ~~net~~Company had an outstanding principal balance of $5271,~~672~~875,~~038~~ and ~~has~~accrued ~~equity~~interest ~~payable~~of ~~balance~~ $~~336~~10,~~417~~195 that was recorded to Equity Payable.

~~Related Party~~Secured ~~Convertible~~Promissory Notes

~~During fourth~~On ~~quarter~~June ~~2023~~30, ~~the~~2021, ~~Company~~we ~~issued~~entered 8into ~~Convertible~~a ~~Notes~~Credit ~~payable~~Facility Agreement to(the ~~related~~“Credit ~~parties~~Agreement”) ~~for~~with ~~$2,000,000.~~Thomas ~~As an inducement we issued 3~~Akin,~~333,332 warrants~~ toone ~~purchase shares~~ of ~~our common stock at $.60 per share. Simple interest on~~ the ~~unpaid~~Company’s ~~principal~~directors ~~balance of this Note will accrue at~~ (the ~~rate of 8~~“Lender”).0% ~~per~~The Credit ~~annum.~~Agreement ~~Accrual~~was ofamended ~~interest will commence~~ on ~~the~~November ~~date of this Note~~11, ~~will~~2022. ~~continue~~The ~~until~~Company ~~this~~can ~~Note~~borrow isup ~~fully paid~~to $6,000,000 ~~and~~under ~~will~~the beCredit ~~payable~~Agreement ~~in a single installment at maturity three years from~~ (“the ~~date the Convertible Note was issued~~“Credit Facility”).

The ~~Convertible~~ ~~Note~~Credit ~~and~~Facility is secured by all ~~accrued~~of our tangible and intangible assets including intellectual property. This loan bears interest ~~thereon~~on ~~are~~the ~~convertible~~unpaid ~~into~~balance ~~shares~~at the rate of ~~our~~fifteen ~~common~~percent ~~stock,~~(15%) per ~~from~~annum. ~~time~~The toCompany ~~time~~may prepay this loan without notice, atpenalty, ~~the~~or ~~option~~charge. In consideration of the Lender’s agreement to provide the ~~holder~~Credit ~~thereof~~Facility, the Company issued warrants to purchase shares of its common stock at aan ~~conversion~~exercise price of $1.67 per share ~~equal~~in toconnection with the ~~larger~~issuance of ~~either~~funds $0under the Credit Agreement.50 orThe warrants are exercisable for a period commencing upon issuance of the ~~volume-weighted~~corresponding notes ~~average~~and ~~price~~ending 36 months after issuance of ~~our~~the financing. In addition, the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of the Company’s common stock ~~quoted~~equal onto twenty percent (20%) of the ~~OTCQB~~amount ®of the ~~Venture~~advances ~~Market~~made ~~operated~~divided by ~~OTC~~the ~~Markets~~volume-weighted ~~Group~~average ~~Inc.~~price over the ~~thirty (~~30) trading days ~~immediately~~ preceding ~~such~~the ~~date~~advance (the “~~Conversion Price~~VWAP”). Each warrant will be exercisable over a three-year period at an exercise price equal to the VWAP.

Under the original terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 equal monthly installments commencing on June 30, 2022, and ending on June 30, 2024. On November 11, 2022, an amendment to the Credit Agreement was signed. The amendment updated the payment terms to the following: “Without limiting the foregoing Section 2.3(a), Borrower shall repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments commencing on January 31, 2023 and continuing thereafter on the last day of each month (or, if such last day is not a Business Day, on the Business Day immediately preceding such last day. Interest on the unpaid Advances will accrue from the date of each Advance at a rate equal to fifteen percent (15%) per annum. Interest will be calculated on the basis of 365 days in a year.” The amendment raised the maximum amount of the Credit Facility to $6,000,000. In addition, the interest which is accrued monthly between July 1, 2022, and December 31, 2022, will be settled into equity. Common Stock will be issued at the end of each month at a rate of $1.08 per share of common stock in the amount of the interest accrued for each month.

~~Table~~On January 31, 2023, the Company then entered into Amendment No. 1 (the “Amendment”), which amends our existing Credit Facility Agreement[1], dated as of ~~Contents~~November 11, 2022, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. The Amendment amends the existing Credit Facility Agreement to extend the maturity of the agreement and related convertible notes thereunder until December 1, 2025. Principal payments have been deferred to a period beginning on January 1, 2024 and ending December 1, 2025, and further provides that any accrued interest on unpaid advances under the agreement is to be paid quarterly in shares of our common stock, at a price per share equal to the volume-weighted average price of our common stock quoted on the Over-The Counter Venture Market operated by OTC Markets Group Inc. (“OTCQB®”) over the ninety (90) trading days immediately preceding such date. The Amendment provides for corresponding amendments to the form of convertible notes to be issued under the Credit Agreement in the future and any outstanding convertible notes issued under the existing Credit Facility Agreement. The Amendment was considered a debt modification as the cash flows under the amended terms do not differ by at least 10% from the cash flows under the original agreement.

~~During first~~On ~~quarter~~January 31, 2024 amended terms were agreed upon and the Company ~~issued~~then 8entered ~~Convertible~~into ~~Notes~~Amendment ~~payable~~No. to2 ~~related~~(the ~~parties~~“Amendment”) ~~for~~signed $1on May 3,~~950~~2024,~~000.~~ which amends the terms of the Credit AsFacility anAgreement, ~~inducement~~between wethe ~~issued~~Company 3and Thomas B. Akin,~~249,997~~ and any convertible notes issued thereunder. The Amendment amends the existing ~~warrants~~Credit Facility Agreement to ~~purchase~~extend ~~shares~~the maturity of ~~our~~the ~~common~~agreement ~~stock~~and atrelated $convertible notes thereunder until June 30, 2026.60 Principal ~~per~~payments ~~share.~~have ~~Simple~~been ~~interest~~deferred to a period beginning on ~~the~~July ~~unpaid~~31, ~~principal~~2024 ~~balance~~and ofending ~~this~~June ~~Note~~30, ~~will~~2026. ~~accrue~~The atCompany ~~the~~determined ~~rate~~that ofthe ~~8.0%~~change in ~~per~~repayment ~~annum.~~terms ~~Accrual~~should ofbe ~~interest~~accounted ~~will~~for ~~commence~~as a modification as opposed to a complete extinguishment of debt, based on the ~~date~~guidance in ASU 470-50. The key components of this ~~Note,~~determination ~~will~~were ~~continue~~as ~~until~~follows: ~~this~~(a) ~~Note~~the ischanges ~~fully~~in ~~paid,~~the structure of the debt was not deemed significant; and ~~will~~(b) the modification of terms were not deemed substantial enough to be ~~payable~~ intreated aas ~~single~~an ~~installment~~extinguishment, atsince ~~maturity~~the ~~three~~present value of the ~~years~~new ~~from~~note terms did not exceeded the ~~date~~present value of the ~~Convertible~~prior ~~Note~~note ~~was~~terms ~~issued~~by more than 10%.

During the second quarter of 2024 the Company issued 8 Convertible Notes payable to related parties for $2,100,000. As an inducement we issued 3,499,997 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.13

~~During the~~Table ~~third quarter~~ of 2024 the Company issued 4 Convertible Notes payable to related parties for $1,275,000. As an inducement we issued 2,124,999 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.Contents

~~During~~On August 13, 2024 amended terms were agreed upon and the Company then entered into Amendment No. 3 (the ~~nine~~“Amendment”) ~~months~~signed ~~ended~~on ~~September~~May 303, 2024, ~~accrued~~which ~~interest~~amends the terms of ~~$293~~the Credit Facility Agreement,~~735~~ between ~~was~~the ~~recorded~~Company inand ~~connection~~Thomas ~~with~~B. Akin, and any convertible notes issued thereunder. The Amendment amends the ~~related~~existing ~~party~~Credit Facility Agreement to extend the maturity of the agreement and related convertible notes thereunder until June 30, 2026. Principal payments have been deferred to a period beginning on October 31, 2024 and ending September 30, 2026. The Company ~~recorded~~determined ~~$299,917~~that the change in ~~amortized~~repayment terms should be accounted for as a modification as opposed to a complete extinguishment of debt, ~~discount~~based on the guidance in ~~connections~~ASU ~~with~~470-50. The ~~related~~key ~~party~~components ~~convertible~~of ~~notes~~this determination were as follows: (a) the changes in the structure of the debt was not deemed significant; and (b) the modification of terms were not deemed substantial enough to be treated as an extinguishment, since the present value of the new note terms did not exceeded the present value of the prior note terms by more than 10%.

AsThe Company entered into Amendment No. 4 (the “Amendment”) ofto ~~September~~Amended 30and Restated Credit Facility Agreement and Convertible Notes (the Credit Facility Agreement), signed on November 21,2024, which amends the ~~Convertible~~terms ~~Notes~~of the Credit Facility Agreement, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. The Amendment amends the existing Credit Facility Agreement to extend the maturity of the agreement and related ~~parties~~convertible ~~had~~notes thereunder until March 31, 2027. Principal payments have been deferred to a ~~principal~~period ~~balance~~beginning ofon $7April 30,~~325~~ 2025 and ending March 31,~~000~~ ~~with~~2027. The Company determined that the change in repayment terms should be accounted for as a ~~debt~~modification ~~discount~~as opposed to a complete extinguishment of $1debt,~~425,974~~ ~~for~~based on the guidance in ASU 470-50. The key components of this determination were as follows: (a) ~~net~~the ~~principal~~changes ~~balance~~in the structure of ~~$5,899,026~~the debt was not deemed significant; and ~~accrued~~(b) ~~interest~~the modification of ~~$313~~terms were not deemed substantial enough to be treated as an extinguishment,~~233~~ since the present value of the new note terms did not exceeded the present value of the prior note terms by more than 10%.

~~Unsecured~~During the three months ended March 31, 2025, ~~Promissory~~a ~~Note~~total of $450,272 of accrued interest from equity payable was converted into 1,860,123 shares of common stock and a $143,554 loss on settlement of debt was recorded. The shares were convertible and converted on the last day of the quarter, based on a 90-day volume-weighted average price (VWAP) of $0.2514, while the stock price on the conversion date was $0.4117, leading to a loss. As of March 31, 2025, the Company had a principal total of $5,873,125, a debt discount balance of $160,868 for a net principal balance of $5,712,257 and accrued interest of $220,242 that was recorded to equity payable.

~~On July~~Related 1,Party ~~2021,~~Convertible ~~we entered into UP~~ Notes in the aggregate principal amount of $271,875 with Talkot Fund, LP and investor in the Company. Each UP Note bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum and the principal and accrued interest are due and payable no later than December 31, 2023. We may prepay any of the UP Notes without notice, subject to a two percent (2%) pre-payment penalty. The UP Note offer was conducted by our management and there were no commissions paid by us in connection with the solicitation. The Company issued to Talkot Fund LP warrants to purchase an aggregate of 33,017 shares of its common stock at the stated exercise price per share in connection with the issuance of funds under this UP Note.

OnThe Convertible Note and all accrued interest ~~January~~thereon ~~31,~~are ~~2023,~~convertible ~~the~~and ~~Lender~~converted ~~agreed~~into shares of our common stock, from time to ~~postpone~~time, at the ~~24-month~~option ~~repayment~~of ~~period~~the toholder thereof, at a conversion ~~later~~price ~~period~~per ~~commencing~~share onequal ~~January~~to ~~31,~~the ~~2024,~~larger ~~and~~of ~~further~~either $0.50 ~~agreed~~or ~~that~~of ~~interest~~the ~~accrued~~volume-weighted average price of our common stock quoted on the ~~loan~~OTCQB ~~between~~® ~~July~~Venture 1,Market ~~2022~~operated ~~and~~by ~~December~~OTC 1,Markets ~~2025~~Group Inc. isover tothe bethirty ~~settled~~(30) intrading ~~shares~~days ofimmediately ~~the~~preceding ~~Company’s common~~such ~~stock~~date ~~quarterly~~(the “Conversion Price”).

OnRelated Party Convertible Notes issued in ~~January~~prior 31periods at the beginning of 2024 had a balance of $2,000,000 ~~the~~in ~~Lender~~principal. ~~agreed~~As an inducement we issued 3,333,332 warrants to ~~postpone~~purchase shares of our common stock at $.60 per share. Simple interest on the ~~24-month~~unpaid ~~repayment~~principal ~~period~~balance toof athis ~~later~~Note ~~period~~will ~~commencing~~accrue at the rate of 8.0% per annum. Accrual of interest will commence on ~~July~~the 31date of this Note, ~~2024~~will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

During the ~~nine~~first ~~months~~quarter ~~ended~~2024 ~~September~~the 30Company issued 8 Convertible Notes payable to Thomas B. Akin for $1,950,000. As ~~2024~~an inducement we issued 3,249,997 warrants ato ~~total~~purchase shares of our common stock at $~~20,122~~.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest ~~was~~will ~~accrued~~commence byon the ~~company~~date ~~and~~of ~~recorded~~The toConvertible Note, ~~equity~~will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

~~As of~~During ~~September~~the ~~30,~~second quarter of 2024, the Company ~~had~~issued 8 anConvertible ~~outstanding~~Notes ~~principal~~payable ~~balance~~to ofThomas B. Akin for $~~271~~2,~~875~~100,000. As an ~~equity~~inducement ~~payable~~we ~~balance~~issued 3,499,997 warrants to purchase shares of our common stock at $~~20,122~~.60 per share. Simple interest on the unpaid principal balance of ~~accrued~~this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of The Convertible Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

~~Convertible~~During the third quarter of 2024 the Company issued 4 Convertible Notes payable to Thomas B. Akin for $1,275,000. As an inducement we issued 2,124,999 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of The Convertible Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

During the fourth quarter ~~2023~~of 2024 the Company issued 5 10 Convertible Notes payable to ~~related~~Thomas ~~parties~~B. Akin for $~~250~~1,525,000. As an inducement we issued ~~416~~2,~~667~~ 541,664 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of ~~this~~The Convertible Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

~~The Convertible~~During ~~Note~~the ~~and~~first ~~all~~quarter ~~accrued~~of ~~interest~~2025 ~~thereon~~the ~~are~~Company ~~convertible~~issued 5 ~~into~~Convertible ~~shares~~Notes ofpayable ~~our~~to ~~common~~Thomas ~~stock~~B. Akin for $250,000. ~~from~~As ~~time~~an toinducement ~~time~~we issued 416,667 atwarrants ~~the~~to ~~option~~purchase shares of ~~the~~ ~~holder~~our ~~thereof,~~common stock at a$.60 ~~conversion price~~ per share. ~~equal~~Simple tointerest on the ~~larger~~unpaid principal balance of ~~either~~this ~~$0.50~~Note orwill ofaccrue at the ~~volume-weighted~~rate ~~average~~of ~~price~~8.0% ofper ~~our~~annum. Accrual ~~common~~of ~~stock~~interest ~~quoted~~will commence on the ~~OTCQB~~date ®of ~~Venture~~The ~~Market~~Convertible ~~operated~~Note, bywill ~~OTC~~continue ~~Markets~~until ~~Group~~this ~~Inc.~~Note ~~over~~is ~~the~~fully ~~thirty~~paid, ~~(30)~~and ~~trading~~will ~~days~~be ~~immediately~~payable in a single installment ~~preceding~~at ~~such~~maturity three years from the date (the ~~“Conversion~~Convertible ~~Price”)~~Note was issued.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 the company recorded ~~accrued~~$171,575 of interest ofexpense ~~$15,222~~ in connection with the related party convertible notes and $8144,~~876~~273 in amortized debt discount in connections with related party convertible notes. As of March 31, 2025 the Convertible Notes issued to related parties had a principal balance of $9,100,000 with a debt discount of $1,252,743 for a net principal balance of $7,847,257 and accrued interest of $647,732.

~~As of September 30, 2024 the Convertible Notes had a principal balance of $250,000 with a debt discount of $25,165 for a net principal balance of $224,835 and accrued interest of $16,509.~~14

~~Interest Expense~~Table of Contents

~~Interest expense~~Related ~~was~~Party ~~$529,841~~Senior ~~and~~Secured ~~$237,376~~Convertible ~~during the three months ended September 30, 2024 and 2023, respectively.~~Notes

~~Interest~~On March 17, 2025, Mobivity Holdings Corp. (the “Company”) ~~expense~~entered ~~was~~into $1a convertible promissory note purchase agreement (the “Agreement”) with four accredited investors,~~429~~ including Thomas B. Akin,~~977~~ a member of the Company’s Board of Directors (“Board”), and Bruce E. Terker, an owner of 5% or more of the outstanding shares of the Company’s common stock, $~~720~~0.001 par value (“Common Stock”),~~265~~ ~~during~~who each participated on the ~~nine~~same ~~months~~terms ~~ended~~as ~~September~~the 30other accredited investors (collectively, ~~2024~~the “Investors”). Pursuant to the Agreement, the Company received $2.0 million in proceeds and ~~2023~~issued unsecured convertible promissory notes (each a “Convertible Note” and collectively, the “Convertible Notes”) in the aggregate principal amount of $2.0 million. The Convertible Notes were issued as part of a convertible note offering authorized by the Company’s board of directors (the “Offering”) to raise up to $3.0 million from the issuance of Convertible Notes. Messrs. Akin and Terker invested $75,000 and $1.5 million, respectively, in the Offering. The Company will use the proceeds from the sale of the Convertible Notes to continue to ramp up growth of Connected Rewards and for working capital for general corporate purposes.

12During the first quarter of 2025 the Company issued 7 Convertible Notes payable to related party investors for $1,575,000. Simple interest on the unpaid principal balance of the Convertible Note will accrue at the rate of 15% per annum. and automatically convert into the same equity securities issued for cash in the Qualified Financing, or at the option of the Investors, into the same equity securities issued for cash in a Corporate Transaction, each as the Convertible Note. Interest on the Convertible Notes will be accreted and added to the unpaid principal balance prior to conversion. The Convertible Notes are payable in one installment three years from the date of the Convertible Note. As of March 31, 2025 the Convertible Notes had a principal balance of $1,575,000 and accrued interest balance of $44,918.

~~Table~~Convertible ~~of Contents~~Notes

8.Convertible ~~Stockholders’ Equity~~Notes

~~Common~~Convertible Notes issued in prior periods at ~~Stock~~the beginning of 2024 had a balance of $250,000 in principal. As an inducement the Company issued 416,667 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and ~~Equity~~will ~~Payable~~be payable in a single installment at maturity three years from the date the Convertible Note was issued.

~~2023~~The Convertible Note and all accrued interest thereon are convertible into shares of our common stock, from time to time, at the option of the holder thereof, at a conversion price per share equal to the larger of either $0.50 or of the volume-weighted average price of our common stock quoted on the OTCQB ® Venture Market operated by OTC Markets Group Inc. over the thirty (30) trading days immediately preceding such date (the “Conversion Price”) Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

~~On January~~During ~~31,~~the ~~2023~~three amonths ~~total~~ended ofMarch ~~545~~31,~~012~~ ~~shares~~2025 ~~were issued to John Harris, a former director. The shares were issued based on~~ the ~~total Restricted~~company ~~Stock~~recorded ~~Units~~accrued ~~earned~~interest ~~by Mr. Harris as director compensation that were fully vested as~~ of ~~March 29~~$4,690 ~~2022.~~in ~~Restricted~~connection ~~stock~~with ~~expense~~convertible isnotes ~~recorded on the date it vests~~ and no$2,959 ~~expense~~in ~~was~~amortized ~~recognized~~debt ~~during the six months ended June 30, 2023~~discount.

~~On March~~As ~~27, 2023 a total~~ of ~~154~~March 31,~~106~~ ~~shares~~2025 ofthe ~~common~~Convertible ~~stock~~Notes ~~were~~had a ~~granted~~principal ~~from~~balance ~~equity~~of ~~payable~~$250,000 with toa ~~Thomas~~debt ~~Akin~~discount ~~as settlement~~ of $~~166~~19,~~432 of~~247 ~~interest~~for ~~payable. The Company recorded~~ a ~~loss~~net onprincipal ~~settlement~~balance of ~~interest payable of~~ $44230,~~325~~753 and onaccrued ~~December~~interest ~~31,~~of ~~2022~~$26,381.

~~On March~~Senior ~~27,~~Secured ~~2023~~Convertible a total of 9,651 shares of common stock were granted from equity payable to Talkot Fund LP as settlement of $10,423 of interest payable. The Company recorded a loss on settlement of interest payable of $2,757 on December 31, 2022.Notes

On March 3117, ~~2023~~2025, Mobivity Holdings Corp. (the “Company”) entered into a ~~total~~convertible ofpromissory ~~$195~~note purchase agreement (the “Agreement”) with four accredited investors,~~171~~ including Thomas B. Akin, a member of ~~interest~~the ~~was~~Company’s ~~accrued~~Board of Directors (“Board”), and ~~settled~~Bruce toE. ~~equity~~Terker, ~~payable~~an owner ~~for~~of ~~the~~5% or ~~issuance~~more of ~~180,715~~the outstanding shares of the Company’s common stock, $0.001 par ~~The~~value ~~company~~(“Common ~~recorded~~Stock”), who each participated on the same terms as the other accredited investors (collectively, the “Investors”). Pursuant to the Agreement, the Company received $2.0 million in proceeds and issued unsecured convertible promissory notes (each a ~~loss~~“Convertible Note” and collectively, the “Convertible Notes”) in the aggregate principal amount of ~~settlement~~$2.0 million. The Convertible Notes were issued as part of ~~interest~~a ~~payable~~convertible note offering authorized by the Company’s board of directors (the “Offering”) to raise up to $~~10,315~~3.0 million from the issuance of Convertible Notes. The Company will use the proceeds from the sale of the Convertible Notes to continue to ramp up growth of Connected Rewards and for working capital for general corporate purposes.

On March 31, 2023 a total of $10,196 of interest was accrued and settled to equity payable for the issuance of 9,441 shares of common stock. The company recorded a loss of settlement of interest payable of $542.15

~~During March~~Table of 2023, 15 warrant holders exercised their common stock purchase warrant for 3,587,487 shares at the exercise price of $1.00 per share, resulting in additional capital of $3,587,487. As an inducement for the holder’s exercise of the warrants, we issued the holders’ 1,792,745 new warrants to purchase common stock at $2.00 per share over a three-year period expiring in March 2026. The Company recorded $577,000 of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value of the warrants using the Black-Scholes Model is based on a volatility rate of 63% and an option fair value of $0.3216.Contents

OnDuring ~~June~~the ~~30,~~first ~~2023~~quarter aof ~~total~~2025 ofthe Company issued 10 Convertible Notes payable for $~~196~~425,~~148~~000. ofSimple interest ~~was~~on ~~accrued~~the unpaid principal balance of the Convertible Note will accrue at the rate of 15% per annum. and ~~settled~~automatically toconvert into the same equity ~~payable~~securities issued for cash in the ~~issuance~~Qualified Financing, or at the option of ~~181~~the Investors,~~620~~ ~~shares~~into the same equity securities issued for cash in a Corporate Transaction, each as the Convertible Note. Interest on the Convertible Notes will be accreted and added to the unpaid principal balance prior to conversion. The Convertible Notes are payable in one installment three years from the date of ~~common~~the Convertible Note. As of March 31, 2025 the ~~stock~~Convertible Notes had a principal balance of $425,000 and accrued interest of $6,552.

~~On June~~Interest ~~30, 2023 a total of $10,309 of interest was accrued and settled to equity payable for the issuance of 9,546 shares of common stock.~~Expense

~~During August~~Interest ~~and~~expense ~~September~~was ~~of 2023, 18 warrant holders exercised their common stock purchase warrant for 1,960,976 shares at the exercise price of~~ $~~.82 per share~~631,333 ~~resulting~~and ~~in additional capital of~~ $1397,~~608,000.~~472 ~~As an inducement for the holder’s~~during ~~exercise of~~ the ~~warrants,~~three wemonths ~~issued~~ended ~~the~~March ~~holders’ 3~~31,~~921,952 new~~ ~~warrants~~2025 ~~to purchase common stock at $.82 per share over a one~~ and ~~three-year period expiring between August and September 2026. The Company recorded $1~~2024,~~146,562 of~~ ~~stock-based expense related to warrants issued during the warrant conversion offer on September 6, 2023~~respectively. ~~The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility rate of 63% and 73% and an option fair value of between $0.21 and $0.40.~~

~~During~~8. ~~the nine~~Common ~~months~~Stock ~~ended~~and ~~September 30,~~Equity ~~2023 a total of 163,757 shares were issued from stock payable related to related party accrued interest.~~Payable

~~As of~~Common ~~the~~Stock ~~September~~and ~~30,~~Equity ~~2023 we had an equity payable balance of $100,862.~~Payable

2024

~~On June~~During ~~30,~~the ~~2024~~three amonths ~~total~~ended ofMarch ~~$445~~31,~~379~~ of2024 ~~interest~~no ~~was~~shares ~~accrued~~were issued and no ~~settled to~~ equity payable ~~for~~was ~~the issuance of 1,093,267 shares of common stock~~recorded.

~~On June~~As ~~30,~~of ~~2024~~the athree ~~total~~months ofended ~~$20~~March 31,~~617~~ of2024 ~~interest~~we ~~was~~had ~~accrued~~an ~~and settled to~~ equity payable ~~for the issuance~~ balance of 50$989,~~609 shares of common stock.~~947

~~On September 30, 2024 a total of $225,136 of interest was accrued and settled to equity payable for the issuance of 964,593 shares of common stock.~~2025

On ~~September~~ 30January 24, ~~2024~~2025 a total of ~~$10~~1,~~422~~860,123 shares of ~~interest~~common ~~was~~stock ~~accrued~~were ~~and~~granted from ~~settled~~equity payable to ~~equity~~Thomas Akin as settlement of $450,272 of interest payable ~~for~~and the ~~issuance~~Company ofrecorded ~~44,653~~a ~~shares~~loss on settlement of ~~common~~debt ~~stock~~of $143,554.

~~During the~~On ~~nine~~January ~~months~~24, ~~ended~~2025 ~~September~~a ~~30,~~total ~~2024~~of 286,~~516,394~~109 shares ~~were~~of ~~issued~~common ~~for~~stock ~~$1,355,081~~were granted from equity payable ~~and~~to Talkot Fund LP as settlement of $~~235~~20,~~558~~844 ~~equity~~of interest payable ~~was~~ and the Company recorded a loss on settlement of debt of $6,645.

~~As of~~On ~~the~~March ~~nine~~31, ~~months~~2025 ~~ended~~a ~~September~~total 30of $220,242 ~~2024~~of weinterest was ~~had~~accrued anand settled to equity payable ~~balance~~for the issuance of ~~$336~~620,~~420~~821 shares of common stock.

13On March 31, 2025 a total of $10,195 of interest was accrued and settled to equity payable for the issuance of 28,739 shares of common stock.

~~Table~~During the three months ended March 31, 2025, the Company issued 1,946,232 shares for $471,116 from equity payable and recorded a loss on settlement of ~~Contents~~debt for $150,199. A total of $230,438 of interest was accrued and settled to equity payable.

~~Stock-based~~As ~~Plans~~of the March 31, 2025 the Company had an equity payable balance of $331,301. These share consist of $230,439 interest payable to be settled into 649,560 shares and $100,862 in RSU’s payable of 93,390 shares.

~~Stock Option Activity~~16

~~The following~~Table ~~table~~of ~~summarizes stock option activity for the nine months ended September 30, 2024.~~Contents

~~Share~~Stock-based ~~Based Payment Arrangement Options Activity~~Plans

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2022		6,691,216		$	1.19		5.86
Granted		2,678,500		$	—		—
Exercised		—		$	—		—
Forfeited/canceled		(329,893	)	$	—		—
Expired		(1,742,468	)	$	0.90		7.28
Outstanding at December 31, 2023		7,297,355		$	—		—
Granted		260,000		$	—		—
Exercised		—		$	—		—
Forfeited/canceled		(949,520	)	$	—		—
Expired		(2,163,335	)	$	—		—
Outstanding at September 30, 2024		4,444,500		$	0.92		7.72

Stock Option Activity

~~2023~~The following table summarizes stock option activity for the three months ended March 31, 2025.

On Schedule ~~May 11, 2023 the Company granted three employees 295,000 options to purchase shares~~ of ~~the~~Share ~~Company’s~~Based ~~common~~Payment ~~stock~~Arrangement atOptions the closing price as of May 11, 2023 of $0.98 per share. The option shares will vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter, and are exercisable until May 16, 2033. The total estimated value using the Black-Scholes Model, based on a volatility rate of 75.76% and an option fair value of $0.705183 was $208,029.Activity

On July 14, 2023 the Company granted one employees 1,000,000 options to purchase shares of the Company’s common stock at the closing price as of July 14, 2023 of $0.85 per share. The option shares will vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter, and are exercisable until July 14, 2033. The total estimated value using the Black-Scholes Model, based on a volatility rate of 74.55% and an option fair value of $0.5590 was $605,383.

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2023		7,297,355		$	0.90		7.28
Granted		260,000		$	—		—
Forfeited/canceled		(981,020	)	$	—		—
Expired		(2,178,335	)	$	—
Outstanding at December 31, 2024		4,398,000		$	0.92		7.40
Forfeited/canceled		(237,919	)	$	—		—
Expired		(209,581	)	$	—		—
Outstanding at March 31, 2025		3,950,500		$	0.94		7.17

Expected to vest at March 312025		3,950,500		$	0.94		7.17
Exercisable at March 31, 2025		2,390,482		$	0.97		6.59
Unrecognized expense at March 31, 2025	$	921,027					—

On July 17, 2023 the Company granted one employees 700,000 options to purchase shares of the Company’s common stock at the closing price as of July 17, 2023 of $0.79 per share. The option shares will vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter, and are exercisable until July 17, 2033. The total estimated value using the Black-Scholes Model, based on a volatility rate of 74.57% and an option fair value of $0.5713 was $396,441.2024

~~On August~~During ~~25, 2023 he Company granted four employees 650,000 options to purchase shares of~~ the ~~Company’s~~three ~~common~~months ~~stock~~ended atMarch ~~the closing price as of August 25~~31, ~~2023 of $0.65 per share. The option shares will vest 25% on the first anniversary of the grant, then equally in~~2024 36no ~~monthly~~employee ~~installments~~stock ~~thereafter,~~options ~~and~~were ~~are exercisable until August 25, 2033~~issued. ~~The total estimated value using the Black-Scholes Model, based on a volatility rate of 64.81% and an option fair value of $0.4257 was $285,773.~~

During the twelve months ended December 31, 2024 we had a total stock-based compensation expense of $193,910 this is comprised of $81,250 in restricted stock unit compensation expense, and $112,660 of stock-based compensation expense for employee options.

On April 1, 2024, the Company granted two employees 250,000 options to purchase shares of the Company’s common stock at the closing price as of April 1, 2024 of $0.502 per share. The option shares will vest 25% on the first anniversary of the grant, then equally in 36 monthly installments thereafter, and are exercisable until April 1, 2034. The total estimated value using the Black-Scholes Model, based on a volatility rate of 73.63% and an option fair value of $0.212377 was $53,094.2025

~~On August~~During ~~14, 2024,~~ the ~~Company~~three ~~granted~~months ~~one~~ended ~~employee~~March 1031,~~000~~ ~~options~~2025 tono ~~purchase shares of the Company’s common~~ employee stock atoptions ~~the~~were ~~closing price as of August 14, 2024 of $0~~issued.502 per share. The option shares will vest 25% immediately, then equally in 36 monthly installments thereafter, and are exercisable until August 14, 2034. The total estimated value using the Black-Scholes Model, based on a volatility rate of 73.63% and an option fair value of $0.0724 was $724.

14During the three months ended March 31, 2025 we had a total stock-based compensation expense of $216,327 this is comprised of $81,248 in restricted stock unit compensation expense, and $135,079 of stock-based compensation expense for employee options.

~~Table of Contents~~17

~~Stock-Based Compensation~~Table ~~Expense~~of ~~from Stock Options and Warrants~~Contents

~~The impact on our results of operations of recording stock~~Stock-~~based~~Based ~~compensation~~Compensation ~~expense~~Expense ~~for~~from ~~the~~Stock ~~three~~Options and ~~nine months ended September 30, 2024 and 2023 were as follows:~~Warrants

~~Schedule~~The impact on our results of ~~Stock~~operations of recording stock-based ~~Compensation~~compensation ~~Expense~~expense for the three months ended March 31, 2025 and 2024 were as follows:

	2024		2023		2024			2023
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024			2023
General and administrative	$	3,261	$	62,599	$	(35,842	)	$	181,382
Sales and marketing		105,100		108,348		301,245			248,790
Engineering, research, and development		40,429		46,830		127,461			119,334
Total	$	148,790	$	217,777	$	392,864		$	549,506

Valuation Assumptions


	Three Months Ended
	March 31,
	2025		2024
General and administrative	$	3,203	$	(42,327	)
Sales and marketing		101,007		107,862
Engineering, research, and development		30,868		47,125
Total	$	135,078	$	112,660

~~The~~Due ~~fair~~to ~~value~~the forfeiture of ~~each~~unvested ~~stock~~amortized ~~option~~expenses ~~award~~in ~~was~~2024, ~~calculated on~~ the ~~date~~company ofrecorded ~~the~~a ~~grant~~$42,327 ~~using~~gain ~~the~~in ~~Black~~G&A stock-~~Scholes~~based ~~option pricing model. The following~~amortized ~~weighted~~expense ~~average assumptions were used~~ for the ~~nine~~three months ended ~~September~~March 3031, 2024 ~~and 2023~~.

~~Schedule of Stock Options~~ Valuation Assumptions

	Nine Months Ended
	September 30,
	2024			2023
Risk-free interest rate		4.69	%		3.99	%
Expected life (years)		7.00			7.50
Expected dividend yield		—	%		—	%
Expected volatility		73.63	%		73.47	%

The fair value of each stock option award was calculated on the date of the grant using the Black-Scholes option pricing model. The following weighted average assumptions were used for the three months ended March 31, 2025 and 2024.

~~The~~ Schedule ~~risk-free interest rate assumption is based upon published interest rates appropriate for the expected life~~ of Valuation ~~our employee stock options.~~Assumptions

The expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on the historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of the Company’s stock-based awards.

	Three Months Ended
	March 31,
	2025			2024
Risk-free interest rate		—	%		—	%
Expected life (years)		—			—
Expected dividend yield		—	%		—	%
Expected volatility		—	%		—	%

The ~~dividend~~ ~~yield~~risk-free interest rate assumption is based onupon published ~~our~~interest ~~history~~rates ofappropriate ~~not~~for ~~paying~~the ~~dividends~~expected ~~and~~life noof ~~future~~our ~~expectations~~employee ofstock ~~dividend payouts~~options.

The expected life of the stock options represents the weighted-average period that the stock options are expected ~~volatility~~to inremain ~~2024~~outstanding and ~~2023~~was isdetermined based on the historical ~~publicly~~experience of ~~traded~~similar ~~price~~awards, giving consideration to the contractual terms of ~~our~~the ~~common~~stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of the Company’s stock-based awards.

~~Restricted~~The dividend yield assumption is based on our history ~~stock~~of ~~units~~not paying dividends and no future expectations of dividend payouts.

The ~~following~~ ~~table~~expected ~~summarizes~~volatility ~~restricted~~in ~~stock~~2025 ~~unit~~and ~~activity~~2024 ~~under~~is ~~our stock-~~based on ~~plans for~~ the ~~year~~historical ~~ended~~publicly ~~December~~traded ~~31,~~price ~~2023~~of ~~and~~our ~~for~~common ~~the nine months ended September 30, 2024:~~stock.

~~Schedule of~~ Restricted ~~Stock~~stock ~~Unit Activity~~units

	Shares
Outstanding at December 31, 2022		1,929,933
Awarded		414,104
Released		(545,012	)
Canceled/forfeited/expired		—
Outstanding at December 31, 2023		1,799,025
Awarded		715,205
Released		—
Canceled/forfeited/expired		—
Outstanding at September 30, 2024		2,514,230
Expected to vest at September 30, 2024		2,514,230
Vested at September 30, 2024		2,514,230
Unvested at September 30, 2024		—
Unrecognized expense at September 30, 2024	$	—

The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2024 and for the three months ended March 31, 2025:

15 Schedule of Restricted Stock Unit Activity

Table of Contents

	Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2023		1,799,025	$	0.94		—	$	1,691,084
Awarded		912,555	$	0.36		—	$	328,520
Outstanding at December 31, 2024		2,711,580	$	0.75		—	$	2,033,685
Awarded		225,690	$	0.36		—	$	81,248
Outstanding at March 31, 2025		2,937,270	$	0.75		—	$	2,202,953

Expected to vest at March 31, 2025		2,937,270	$	0.75		—	$	2,202,953
Vested at March 31, 2025		2,937,270	$	0.75		—	$	2,202,953
Unvested at March 31, 2025		—
Unrecognized expense at March 31, 2025	$	—

~~2023~~18

~~On March~~Table ~~31, 2023, the Company granted four independent directors a total~~ of 61,342 restricted stock units. The units were valued at $65,002 or $1.05 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) March 31, 2026, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.Contents

On June 30, 2023, the Company granted four independent directors a total of 80,160 restricted stock units. The units were valued at $65,003 or $0.81 per share, based on the closing stock price on the date of the grant. All units vest immediately. The shares of common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) June 30, 2026, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.2024

On ~~September~~ ~~30,~~March ~~2023~~31, 2024 the company grated granted ~~four~~ five independent directors a total of ~~101~~162,~~564~~500 restricted stock units. The units were valued at $6581,~~001~~250 or $0.6450 per share, based on the closing stock price on the date of the grant. All units ~~vest~~vested immediately. The shares of common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) ~~September~~March 3031,~~2026~~ 2027, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

In the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 the Company recorded $~~195~~81,~~006~~250 in restricted stock expense as board compensation.

~~2024~~2025

On March 31, ~~2024~~2025 the company granted five independent directors a total of ~~162~~225,~~500~~690 restricted stock units. The units were valued at $81,~~250~~ 248 or $.5036 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) March 31, ~~2026~~2028, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

~~On June~~In ~~30,2024~~ the ~~company~~three ~~granted~~months ~~five~~ended ~~independent~~March ~~directors~~31, ~~a total of 187~~2025,~~210~~ ~~restricted~~the ~~stock~~Company recorded ~~units. The units were valued at~~ $81,~~249 or~~248 ~~$.434~~in ~~per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock associated with the~~ restricted stock ~~units~~expense ~~will~~as beboard ~~issued to each director upon the earliest to occur of (A) June 30, 2026, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company~~compensation.

~~On September~~Stock ~~30,~~Based ~~2024~~Compensation ~~the~~from ~~company~~Restricted granted five independent directors a total of 365,495 restricted stock units. The units were valued at $81,250 or $.222 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) September 30, 2026, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.Stock

InThe impact on our results of operations of recording ~~the~~stock-based ~~nine~~compensation ~~months~~expense ~~ended~~for ~~September~~restricted ~~30,~~stock ~~2024,~~units for the ~~Company~~three ~~recorded~~months ~~$243~~ended March 31,~~749~~ in2025 ~~restricted~~and ~~stock~~2024 ~~expense~~was as ~~board compensation.~~follows:

~~Stock~~ Schedule ~~Based~~of Stock-based Compensation ~~from Restricted Stock~~Expense

The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and nine months ended September 30, 2024 and 2023 was as follows:


	Three Months Ended
	March 31,
	2025		2024
General and administrative	$	81,248	$	81,250
Total	$	81,248	$	81,250

~~Schedule~~ As of ~~Stock-based~~March ~~Compensation~~31, ~~Expense~~2025, ~~from~~there ~~Restricted~~was ~~Stock~~no unearned restricted stock unit compensation.

	2024		2023		2024		2023
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative	$	81,250	$	65,001	$	243,749	$	195,006
Total	$	81,250	$	65,001	$	243,749	$	195,006

Warrants

AsThe following table summarizes investor warrants as of ~~September~~March 3031, ~~2024,~~2025 ~~there~~and ~~was~~the noyears ~~unearned~~ended ~~restricted~~December ~~stock~~31, ~~unit~~2024 ~~compensation.~~and 2023:

Schedule of Investor Warrants

The following table summarizes investor warrants as of September 30, 2024 and the years ended December 31, 2023 and 2022:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2023		10,163,222		$	0.94		2.27
Granted		11,458,324		$	—		—
Canceled/forfeited/expired		(20,339	)	$	—		—
Outstanding at December 31, 2024		21,601,207		$	0.94		2.48
Granted		416,667		$	—		—
Exercised		—		$	—		—
Canceled/forfeited/expired		(768,190	)	$	—		—
Outstanding at March 31, 2025		21,249,684		$	0.71		1.89

~~Schedule of Investor Warrants~~19

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2022		6,147,898		$	1.45		2.27
Granted		9,563,787		$	—		—
Exercised		(5,548,463	)	$	—		—
Canceled/forfeited/expired		—		$	—		—
Outstanding at December 31, 2023		10,163,222		$	0.94		2.48
Granted		8,916,660		$	—		—
Exercised		—		$	—		—
Canceled/forfeited/expired		—		$	—		—
Outstanding at September 30, 2024		19,079,882		$	0.77		2.13

Table of Contents

162024

~~Table~~During the first quarter of ~~Contents~~2024, one warrant holders was issued 3,291,664 warrants as an inducement for Convertible Notes issued at the exercise price of $.60 per share, resulting in additional capital of $2,250,000. The Company recorded a discount of $466,594 related to warrants issued with issuance of convertible notes. The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility rate of 93% and an option fair value of $0.1418.

~~2023~~2025

During ~~March~~ ~~2023,~~the 15first quarter of 2025, one warrant holders ~~exercised~~was ~~their~~issued ~~common~~416,667 warrants ~~stock~~as ~~purchase~~an ~~warrant~~inducement for ~~3,587,487~~Convertible ~~shares~~Notes issued at the exercise price of $1.~~00 per~~60 per share, resulting in additional capital of $3250,~~557,487~~000. ~~As an inducement for the holder’s exercise of the warrants, we issued the~~ ~~holders’~~The ~~3,921,952~~Company ~~new~~recorded ~~warrants to purchase common stock at $2.00 per share over~~ a ~~three-year~~discount ~~period~~of ~~expiring in February 2025. The Company recorded~~ $~~577~~69,~~000~~502 ~~of stock-based expense~~ related to warrants issued ~~during~~with ~~the~~issuance ~~warrant~~of ~~conversion~~convertible ~~offer on February 14, 2023~~notes. The total estimated value of the warrants using the Black-Scholes Model is based on aan average volatility rate of 63144% and an option fair value of $0.~~3216~~1668.

~~During August and September of 2023, 18 warrant holders exercised their common stock purchase warrant for 1,906,976 shares at the exercise price of $~~9.82 ~~per~~Fair ~~share,~~Value resulting in additional capital of $3,557,487. As an inducement for the holder’s exercise of the warrants, we issued the holders’ 1,793,745 new warrants to purchase common stock at $.82 per share over a three-year period expiring between August and September 2026. The Company recorded $1,146,047 of stock-based expense related to warrants issued during the warrant conversion offer on September 6, 2023. The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility rate of 72% and an option fair value of $0.2922.Measurements

~~2024~~Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires companies to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value.

~~During the~~The ~~first~~following ~~quarter~~table ofpresents ~~2024,~~assets ~~one~~that ~~warrant~~are ~~holders~~measured and ~~was~~recognized ~~issued~~at ~~3,291,664~~fair ~~warrants~~value as ~~an inducement for Convertible Notes issued at the exercise price~~ of ~~$.60~~March ~~per share~~31, ~~resulting~~2025 in additional capital of $2,250,000. The Company recorded $466,594 of stock-based expense related to warrants issued with issuance of convertible notes. The total estimated value of the warrants using the Black-Scholes Model is based on ana ~~average~~recurring ~~volatility rate of 93%~~ and annon-recurring ~~option fair value of $0.1418.~~basis:

~~During the~~ Schedule ~~second quarter~~ of ~~2024,~~Fair ~~one~~Value ~~warrant~~Measurements ~~holders~~Recurring was issued 3,499,997 warrants as an inducement for Convertible Notes issued at the exercise price of $.60 per share, resulting in additional capital of $2,100,000. The Company recorded $371,242 of stock-based expense related to warrants issued with issuance of convertible notes. The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility rate of 91% and ~~an option fair value of $0.1768.~~Nonrecurring

During the third quarter of 2024, one warrant holders was issued 2,124,999 warrants as an inducement for Convertible Notes issued at the exercise price of $.60 per share, resulting in additional capital of $1,275,000. The Company recorded $176,219 of stock-based expense related to warrants issued with issuance of convertible notes. The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility rate of 104% and an option fair value of $0.1403.

Description	Level 1		Level 2		Level 3		Gains (Losses)
Goodwill (non-recurring)	$	—	$	—	$	—	$	—
Intangibles, net (non-recurring)	$	—	$	—	$	53,878	$	—

9.The following table presents assets that are measured ~~Fair~~and ~~Value~~recognized ~~Measurements~~at fair value as of December 31, 2024 on a recurring and non-recurring basis:

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires companies to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, we measure certain financial assets and liabilities at fair value.

Description	Level 1		Level 2		Level 3		Gains (Losses)
Goodwill (non-recurring)	$	—	$	—	$	—	$	—
Intangibles, net (non-recurring)	$	—	$	—	$	55,689	$	—

~~The following~~10. ~~table~~Commitments ~~presents assets that are measured~~ and ~~recognized at fair value as of September 30, 2024 on a recurring and non-recurring basis:~~Contingencies

~~Schedule of Fair Value Measurements Recurring and Nonrecurring~~Litigation

Description	Level 1		Level 2		Level 3		Gains (Losses)
Goodwill (non-recurring)	$	—	$	—	$	—	$	—
Intangibles, net (non-recurring)	$	—	$	—	$	57,589	$	—

As of the date of this report, the company has one pending legal proceeding related to alleged violations of the TCPA (Telephone Consumer Protection Act) Violation. This proceeding is a putative class action complaint alleging that Defendant initiated telephone solicitations through text messages in violation of the Telephone Consumer Protection Act, 47 U.S.C § 227 et al. (“TCPA”). We are unable to determine at this time whether it may result in a “material” exposure as defined.

~~The~~In addition, a settlement was reached in a previously active TCPA case, ~~following~~a ~~table~~putative ~~presents~~class ~~assets~~action complaint alleging that ~~are~~Defendant ~~measured~~initiated telephone solicitations through text messages to Plaintiff and ~~recognized~~members of ata ~~fair~~putative ~~value~~class asin violation of ~~December~~the ~~31,~~TCPA. ~~2023~~A onsettlement awas ~~recurring~~reached and ~~non-recurring basis:~~a settlement loss of $2,500 was accrued during the 3 months ended March 31, 2025.

Description	Level 1		Level 2		Level 3		Gains (Losses)
Goodwill (non-recurring)	$	—	$	—	$	—	$	—
Intangibles, net (non-recurring)	$	—	$	—	$	65,916	$	—

Operating Lease

~~10.~~As ~~Commitments~~of March 31, 2025, we have an operating lease asset balance for this lease of $481,406 and ~~Contingencies~~an operating lease liability balance for this lease of $587,622 recorded in accordance with ASC 842.

~~Litigation~~20

~~Marina Soliman~~Table ~~v. Subway Franchisee Advertising Fund Trust, LTD, Second Circuit Court~~ of Appeals, Case No. 22-1726 – this is putative class action alleging that Defendant initiated telephone solicitations through text messages in violation of the Telephone Consumer Protection Act, 47 U.S.C § 227 et al. (“TCPA”). The district court granted Defendant’s motion to dismiss. The matter has been under submission with the Court since October 24, 2023. In the event that the Court reverses and remands the matter, the Company intends to seek an individual settlement of the matter, and if one cannot be reached, the Company intends to vigorously defend the matter.Contents

~~Ruhi Reimer vs~~11. ~~Checkers~~Related ~~Drive-In~~Party Restaurants, Inc. - JAMS Ref No. 5410000618 – this is a single Claimant arbitration action filed against Mobivity’s business partner alleging that text messages were sent to the consumer in violation of the TCPA’s regulations relating to the National Do Not Call Registry. The parties are beginning discovery at this time and a Merits Hearing has been set for January 14, 2025. Based on our current understanding, we believe that the case is pretextual and was set up in advance by the Claimant and his attorneys. Because discovery has only just started, it is premature to assess whether there is any material risk of an adverse award.Transactions

~~Abboud v.~~Unsecured ~~Circle~~Promissory K Stores Case – United States District Court, Dist. Arizona, Case No 2:23-cv-01683-DWL – this is a putative TCPA class action alleging that Mobivity and its business partner initiated text messages in violation of the TCPA’s regulations relating to the National Do Not Call Registry. We believe that plaintiff has sued the wrong defendant and that the client’s other servicer is actually responsible for any text messages that were sent to the putative class. We are actively attempting to persuade Plaintiff’s counsel to drop Mobivity from the suit.Note

17On July 1, 2021, we entered into UP Notes in the aggregate principal amount of $271,875 with Talkot Fund, LP and investor in the Company. Each UP Note bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum and the principal and accrued interest are due and payable no later than December 31, 2023.

~~Table~~During the three months ended March 31, 2025, a total of ~~Contents~~$20,844 of accrued interest from equity payable was converted into 86,109 shares of common stock. As of March 31, 2025, the Company had an outstanding principal balance of $271,875, and accrued interest of $$10,195 that was recorded to Equity Payable.

~~Operating~~Secured ~~Lease~~Promissory Notes

~~As of~~On ~~September~~June 30, ~~2024~~2021, we ~~have~~entered aninto ~~operating~~a ~~lease~~Credit ~~asset~~Facility Agreement ~~balance~~with ~~for~~Thomas ~~this~~Akin, ~~lease~~one of the Company’s directors (the “Lender”). The Credit Facility Agreement was amended on November 11, 2022 to allow the Company to borrow up to $~~600~~6,~~624~~000,000. ~~and~~The anCredit ~~operating~~Facility ~~lease~~Agreement ~~liability~~was ~~balance~~amended ~~for~~again on January 31, 2023 ~~this~~to ~~lease~~extend the maturity of ~~$731~~the agreement and related convertible notes thereunder until December 1,~~764~~ ~~recorded~~2025. inPrincipal ~~accordance~~payments ~~with~~have ~~ASC~~been deferred ~~842~~to a period beginning on January 1, 2024 and ending December 1, 2025.

11During the three months ended March 31, 2025, a total of $450,272 of accrued interest from equity payable was converted into 1,860,123 shares of common stock. As of December 31, 2024, the ~~Related~~Company ~~Party~~had ~~Transactions~~a principal total of $5,873,125, a debt discount balance of $160,868 for a net principal balance of $5,712,257 and accrued interest of $220,242 that was recorded to Equity Payable.

~~Secured Promissory~~Related Party Convertible Notes

~~On June~~During ~~30,~~the ~~2021,~~first wequarter ~~entered~~of ~~into~~2025 athe ~~Credit~~Company ~~Facility~~issued 5 ~~Agreement~~Convertible ~~with~~Notes ~~Thomas~~payable ~~Akin~~to related parties for $250,000. ~~one~~As ofan ~~the~~inducement ~~Company’s~~we ~~directors~~issued ~~(the~~416,667 ~~“Lender”). The~~warrants ~~Credit~~to ~~Facility~~purchase ~~Agreement~~shares ~~was~~of ~~amended~~our oncommon stock ~~November~~at ~~11,~~$.60 ~~2022~~per toshare. ~~allow~~Simple interest on the ~~Company~~unpaid toprincipal ~~borrow~~balance upof tothis ~~$6,000,000.~~Note ~~The~~will ~~Credit~~accrue ~~Facility~~at ~~Agreement was~~the ~~amended~~rate ~~again~~of on8.0% ~~January~~per ~~31,~~annum. ~~2023~~Accrual of tointerest ~~extend~~will commence on the ~~maturity~~date of ~~the~~this ~~agreement~~Note, ~~and~~will ~~related~~continue ~~convertible~~until ~~notes~~this ~~thereunder~~Note ~~until~~is ~~December 1~~fully paid, ~~2025.~~and ~~Principal~~will ~~payments~~be ~~have~~payable ~~been~~in ~~deferred~~a tosingle ainstallment at ~~period~~maturity ~~beginning~~three onyears ~~January~~from 1,the ~~2024~~date ~~and~~the ~~ending~~Convertible ~~December~~Note 1,was ~~2025~~issued.

AsDuring the three months ended March 31, 2025 the company recorded $454,912 of ~~September~~interest 30expense in connection with the related party convertible notes and $470,267 ~~2024~~in amortized debt discount in connections with related party convertible notes. As of March 31, 2025 the ~~Company~~Convertible ~~had~~Notes ~~drawn~~issued to related parties had a ~~total~~principal balance of $59,~~873~~100,~~125,~~000 with a debt discount of $~~201~~1,~~087~~252,743 for a net principal balance of $57,~~672~~847,~~038~~ 257 and ~~has~~accrued ~~equity~~interest ~~payable~~of ~~balance~~ $~~336~~647,~~417~~732.

~~Unsecured~~Related ~~Promissory~~Party ~~Note~~Senior Secured Convertible Notes

OnDuring ~~July~~the 1,first ~~2021,~~quarter weof ~~entered~~2025 ~~into~~the UPCompany issued 7 Convertible Notes inpayable to related party investors for $1,575,000. Simple interest on the ~~aggregate~~unpaid principal ~~amount~~balance of ~~$271,875~~the ~~with~~Convertible ~~Talkot~~Note ~~Fund,~~will LPaccrue at the rate of 15% per annum. and ~~investor~~automatically inconvert into the ~~Company.~~same ~~Each~~equity UPsecurities ~~Note~~issued ~~bears~~for ~~interest~~cash onin the ~~unpaid~~Qualified ~~balance~~Financing, or at the ~~rate~~option of ~~fifteen~~the ~~percent~~Investors, ~~(15%)~~into ~~per~~the ~~annum~~same ~~and~~equity securities issued for cash in a Corporate Transaction, each as the ~~principal~~Convertible Note. Interest on the Convertible Notes will be accreted and ~~accrued~~added ~~interest~~to the ~~are~~unpaid ~~due~~principal ~~and~~balance prior to conversion. The Convertible Notes are payable noin ~~later~~one ~~than~~installment ~~December~~three ~~31,~~years ~~2023~~from the date of the Convertible Note.

As of ~~September~~March 3031, ~~2024,~~ 2025 the ~~Company~~Convertible Notes had ana ~~outstanding~~ principal balance of $~~271~~1,~~875~~575,000 anand ~~equity~~accrued ~~payable~~interest balance of $2044,~~122 of accrued interest~~918.

~~Convertible~~For more details regarding the three related party transactions, please refer to Note 7 - Notes Payable and Interest Expense.

~~During first quarter of 2024, the Company issued 8 Convertible Notes payable to related parties for $1,950,000~~12. As anReportable inducement we issued 3,249,997 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0% per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.Segments

~~During the~~The ~~second~~customer ~~quarter~~acquisition ofand ~~2024~~engagement ~~the~~segment ~~Company~~derives 8revenues ~~Convertible~~from ~~Notes~~customers by ~~payable~~ways for customers to ~~related~~acquire ~~parties~~new ~~for~~customers ~~$2,100,000.~~and Asin anincrease ~~inducement~~customer weretention ~~issued~~by 3email,~~499,997 warrants~~ totext ~~purchase~~messaging ~~shares~~and ofapp ~~our~~interaction. ~~common~~the ~~stock~~first is atThe ~~$.60~~Company’s ~~per~~Connected ~~share.~~Reward ~~Simple~~program ~~interest~~that onencourages ~~the~~engage ~~unpaid~~by ~~principal~~offering ~~balance~~real oflife ~~this~~rewards ~~Note~~through ~~will accrue~~on atof the ~~rate~~many ~~of 8~~marketing channels.0% ~~per~~In ~~annum.~~addition, ~~Accrual~~we ofoffer ~~interest~~SMS ~~will~~messaging ~~commence~~programs onthat allow the ~~date~~companies ofto ~~this~~send ~~Note~~company updates, ~~will~~offers ~~continue~~and ~~until~~promotions ~~this Note is fully~~through ~~paid,~~email and ~~will~~SMS/MMS bemessaging. ~~payable~~The inaccounting apolicies ~~single~~are ~~installment~~the atsame ~~maturity~~as ~~three~~the ~~years~~policies ~~from~~listed ~~the~~in ~~date~~ the ~~Convertible~~summary ~~Note~~of ~~was~~significant ~~issued~~accounting policies.

~~During the~~The ~~third~~chief ~~quarter~~operating ofdecision ~~2024~~maker (“CODM”) of the Company is ~~issued~~our 4President ~~Convertible~~who ~~Notes~~assesses ~~payable~~performance toof ~~related~~our ~~parties~~single ~~for~~operating ~~$1,275,000.~~segment Asand andecides ~~inducement~~how ~~we issued 2,124,999 warrants~~ to ~~purchase~~allocate ~~shares~~resources ofbased ~~our~~on ~~common~~consolidated net ~~stock~~loss atthat ~~$.60~~is ~~per~~reported ~~share. Simple interest~~ on the ~~unpaid~~consolidated ~~principal~~statement ~~balance~~ of ~~this Note~~operations, ~~will~~as ~~accrue~~well atas ~~the~~through ~~rate~~other ofperformance 8measures.0% ~~per~~The ~~annum.~~CODM ~~Accrual~~considers consolidated ofnet ~~interest~~loss ~~will~~in ~~commence~~deciding onhow ~~the~~to ~~date~~allocate ofresources ~~this~~into ~~Note,~~the ~~will~~Company ~~continue~~based ~~until~~on ~~this Note~~net isincome ~~fully~~that ~~paid,~~also ~~and~~is ~~will~~reported beon ~~payable in a single installment at maturity three years from~~ the ~~date~~income ~~the~~statement as ~~Convertible~~consolidated ~~Note~~net ~~was issued~~income.

As of September 30, 2024 the Convertible Notes issued to related parties had a principal balance of $7,325,000 with a debt discount of $1,425,974 for a net principal balance of $5,899,026 and accrued interest of $313,233.21

~~For more~~Table ~~details~~of ~~regarding the three related party transactions, please refer to Note 7 - Notes Payable and Interest Expense.~~Contents

12The CODM is provided quarterly with reports on cash and accounts receivable to make decisions regarding resource allocation. ~~Sales~~The measure of ~~Certain~~segment ~~Contracts~~assets is reported on the balance sheet as total consolidated assets.

~~Acquisition~~The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the customer acquisition and engagement or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by ~~SMS~~benchmarking ~~Factory~~to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

OnThe Company has one reportable segment: customer acquisition ~~September~~and ~~25,~~engagement. ~~2024,~~The ~~the~~customer ~~Company~~acquisition ~~entered~~and ~~into~~engagement ansegment ~~Asset~~provides ~~Purchase~~customer ~~Agreement~~with (the ~~“Asset~~ability ~~Purchase~~to ~~Agreement”)~~engage ~~with~~customers ~~SMS Factory~~though email, SMS/MMS ~~Inc.,~~messaging aand ~~Florida~~through ~~corporation~~our ~~(“SMS~~unique ~~Factory”).~~fee-for ~~Pursuant~~action tocontracts ~~the~~such ~~Asset~~as ~~Purchase~~a ~~Agreement~~fee for downloading an app, ~~SMS~~or ~~Factory~~a ~~purchased~~fee ~~all~~for ofachieving ~~the right,~~a certain action ~~title~~in ~~and~~a ~~interest~~digital inapp, ~~the~~or acquiring a loyalty member. The Company’s ~~SMS/MMS~~derives ~~text~~revenue ~~messaging~~primarily ~~customer~~in ~~accounts,~~North ~~excluding~~America ~~certain~~and ~~Excluded~~manages ~~Assets~~the ~~(as~~business ~~defined in~~activities ~~the~~on ~~Asset~~a ~~Purchase~~consolidated ~~Agreement)~~basis. ~~utilized~~All inrevenue ~~the~~is ~~operation~~derived ofusing ~~the~~our ~~Company’s~~Recurrency ~~SMS/MMS~~platform ~~text~~which ~~messaging~~is ~~platform~~designed ~~business~~to ~~(the “Business~~leverage point-of-sale data, along ~~Assets”)~~with ~~effective~~cognitive ascomputing, ofto ~~September~~increase 25visits, ~~2024~~spend, ~~(the~~and ~~“Closing~~loyalty ~~Date”)~~from consumers.

~~In consideration~~The ~~for the Business Assets, SMS Factory is expected to assume certain Performance Obligations and pay to the Company, for a period of two years~~ following ~~the~~table ~~Closing~~shows ~~Date,~~net ansales ~~Earn-Out~~by ~~Payment~~operating ~~in an amount equal to two times the Gross Profit earned from each Customer Account, including an upfront pre-payment of the Earn-Out Payment equal to $303,000.~~segment:

~~The~~ Schedule ~~Asset~~of ~~Purchase~~Net ~~Agreement~~Sales ~~includes customary representations, warranties and covenants~~ by ~~the~~Operating ~~parties.~~Segment

13. Subsequent Events


Customer Acquisition and Engagement segment
Revenues	$	513,311
Less:
Customer Acquisition Costs		239,593
Dues and Subscriptions		22,415
Legal and Accounting and Professional Fees		121,828
Travel Expense		14,280
Administrative Expenses		524,163
Advertising Expense		167,628
Payroll and Related Expense		1,484,142
Interest Expense		631,333
Other Expenses (1)		9,375
Customer Acquisition and Engagement segment Net Income	$	(2,701,446	)

~~Convertible Notes~~(1) Other Expense includes settlement losses and loss on disposal of fixed assets

~~During October 2024, the Company issued one Convertible Notes to Thomas B~~13. ~~Akin~~Sales ~~for a total amount~~ of ~~$350,000.~~Certain Contracts

~~Related Party~~Acquisition ~~Notes~~by ~~Payable~~SMS Factory

~~The~~On September 25, 2024, the Company entered into ~~Amendment~~an ~~No.~~Asset 4Purchase Agreement (the “~~Amendment~~Asset Purchase Agreement”) towith ~~Amended~~SMS ~~and~~Factory, ~~Restated~~Inc., ~~Credit~~a ~~Facility~~Florida ~~Agreement~~corporation ~~and Convertible Notes~~ (~~the~~“SMS ~~Credit Facility Agreement~~Factory”),. ~~signed~~Pursuant onto ~~November~~the Asset 21Purchase Agreement,~~2024,~~ ~~which~~SMS ~~amends~~Factory ~~the~~purchased ~~terms~~all of the ~~Credit~~right, ~~Facility~~title ~~Agreement,~~and ~~between~~interest in the Company ~~and~~’s ~~Thomas~~SMS/MMS B.text ~~Akin~~messaging customer accounts, ~~and~~excluding ~~any~~certain ~~convertible~~Excluded ~~notes~~Assets ~~issued~~(as ~~thereunder.~~defined ~~The~~in ~~Amendment amends~~ the ~~existing~~Asset ~~Credit~~Purchase ~~Facility~~ Agreement) ~~to extend~~utilized in the ~~maturity~~operation of the ~~agreement~~Company’s SMS/MMS ~~and~~text ~~related~~messaging ~~convertible~~platform ~~notes~~business ~~thereunder~~(the ~~until~~“Business ~~March~~Assets”) ~~31,~~effective ~~2027.~~as ~~Principal~~of ~~payments~~September ~~have been deferred to a period beginning on April 30~~25, ~~2025 and~~2024 ~~ending~~(the ~~March~~“Closing ~~31, 2027~~Date”).

18 In consideration for the Business Assets, SMS Factory is expected to assume certain Performance Obligations and pay to the Company, for a period of two years following the Closing Date, an Earn-Out Payment in an amount equal to two times the Gross Profit earned from each Customer Account, including an upfront pre-payment of the Earn-Out Payment equal to $303,000.

~~Table~~The ofAsset ~~Contents~~Purchase Agreement includes customary representations, warranties and covenants by the parties.

~~Item 2~~14. ~~Management’s~~Subsequent ~~Discussion and Analysis of Financial Condition and Results of Operations~~Events

~~This Quarterly~~Convertible Report on Form 10-Q contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in connection with the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements Such forward-looking statements include statements about our expectations, beliefs or intentions regarding our potential product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends, or results as of the date they are made and are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” or “will,” and similar expressions or variations. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those risks disclosed under the caption “Risk Factors” included in our 2023 annual report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on April 17, 2024, and in our subsequent filings with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.Notes

~~Overview~~During April 2025, the Company issued one Convertible Notes to Thomas B. Akin for a total amount of $300,000.

~~Mobivity~~During ~~Holdings~~May ~~Corp.~~2025, (the “Company” orissued ~~“us”,~~one Convertible ~~“our”,~~Notes or we”) develops and operates proprietary platforms over which brick and mortar brands and digital first enterprises can conduct national and localized, data-driven marketing campaigns with unique targeting, incentivization and promotion to ~~drive~~Thomas ~~customer~~B. ~~acquisition~~Akin ~~and~~for ~~loyalty.~~a ~~The~~total ~~company’s~~amount ~~core~~of ~~technology platform~~$250, ~~RecurrencyTM, enables~~000.

● Transformation of messy point-of-sale (POS) data collected from thousands of locations and digital environments into usable intelligence. ● Measurement, prediction, and ability to boost guest frequency and spend by channel. ● Deployment and management of one-time use offer codes and attribution of sales accurately across every channel, promotion and media program. ● Delivery of uniquely attributable 1:1 offers that power incentivized actions in digital environments like user acquisition, continued monetization, and activities taken in a digital environment.22

~~Our recurrency~~Table platform generates revenue in 2 ways. First, delivered as a Software-as-a-Service (“SaaS”) platform used by leading convenience and quick service restaurant brands to build and engage with their loyal customers. Second, through our Connected RewardsTM business, our platform enables and powers unique incentivized programs in digital environments. Through our Connected Rewards platform, we enable businesses to reward their users and customers with products in the real world for actions taken in a digital environment. Our customers include some of the largest mobile casual game publishers in the world and some of the largest convenience and quick service restaurant brands in the world. The programs we run for our customers include incentivized user acquisition where users are rewarded with a real-world product, like a free or discounted burger, for downloading a mobile game, and rewarded play where users receive real world products for accomplishing activities in game, like achieving a certain level or winning enough points. We charge our customers for each unique action where our rewards are delivered, these include a per install or per individual engagement fee.Contents

~~The Recurrency~~Item ~~Platform~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The Recurrency™~~This ~~platform~~Quarterly ~~unlocks~~Report ~~valuable~~on ~~POS~~Form ~~and~~10-Q ~~mobile~~contains ~~data~~“forward-looking statements” toas ~~help~~defined ~~transform~~in ~~customer~~Section ~~transactions~~27A ~~into~~of ~~actionable~~the Securities Act of 1933, as amended, and ~~attributable~~Section 21E of the Securities Exchange ~~marketing~~Act ~~insights~~of 1934, as amended, or the Exchange Act, in connection with the Private Securities Litigation Reform Act of 1995 that involve risks and ~~power~~uncertainties, ~~Connected~~as ~~Rewards~~well ~~interactions.~~as ~~Our~~assumptions ~~technology~~that, ~~analyzes~~if ~~transaction~~they ~~data~~never tomaterialize ~~provide~~or ~~insights~~prove incorrect, ~~delivers~~could ~~mobile rewards~~cause our results to differ materially and ~~powers~~adversely ~~redemption~~from atthose ~~all~~expressed or implied by such forward-looking statements Such forward-looking statements include statements about our expectations, beliefs or intentions regarding our potential ~~points~~product offerings, business, financial condition, results of ~~sale~~operations, strategies (ior prospects.e You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters., ~~mobile~~Rather, inforward-~~store~~looking statements relate to anticipated or expected events, ~~in-app)~~activities, ~~and~~trends, ~~provides~~or ~~100%~~results ~~attribution~~as of the date they are made and are often identified by the use of words such as “anticipate,” “believe,” ~~transaction~~“continue,” “could,” “estimate,” “expect,” “intend,” “may,” or “will,” and similar expressions or variations. InBecause ~~Connected~~forward-looking ~~Rewards~~statements relate ~~applications~~to matters that have not yet occurred, ~~Recurrency~~these isstatements ~~integrated~~are ~~into~~inherently ~~mobile~~subject ~~gaming~~to ~~platforms~~risks and ~~mobile~~uncertainties ~~attribution~~that ~~partners~~could cause our actual results to ~~deliver~~differ materially from any future results expressed or implied by the ~~necessary~~forward-looking ~~data~~statements. Many factors could cause our actual activities or results to ~~deliver~~differ ~~rewards~~materially ~~for~~from the activities and results anticipated in forward-~~game~~looking ~~actions~~statements. These factors include those risks disclosed under the caption “Risk Factors” included in our 2023 annual report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on April 17, 2024, and in our subsequent filings with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

19Overview

~~Table~~Mobivity ofHoldings ~~Contents~~Corp. (the “Company” or “us”, “our”, or we”) develops and operates proprietary platforms over which brick and mortar brands and digital first enterprises can conduct national and localized, data-driven marketing campaigns with unique targeting, incentivization and promotion to drive customer acquisition and loyalty. The company’s core technology platform, RecurrencyTM, enables

~~Company Strategy~~● Transformation of messy point-of-sale (POS) data collected from thousands of locations and digital environments into usable intelligence.

~~Our objective~~● isMeasurement, toprediction, ~~build an industry-leading mobile marketing technology product that bridges between in-person~~ and ~~digital~~ability ~~environments powering~~to aboost ~~unique~~guest ~~and~~frequency ~~defensible alternative for digital-first businesses to engage~~ and ~~retain~~spend ~~their customers~~ by ~~rewarding them with real-world products and offers~~channel. ~~The key elements to our strategy are:~~

● ~~Exploit~~Deployment ~~the competitive advantages~~ and ~~operating~~management ~~leverage~~ of ~~our~~one-time ~~technology~~use ~~platform.~~offer ~~The~~codes ~~core of our business is our ability to integrate our Recurrency platform into digital environments~~ and ~~deliver~~attribution ~~rewards based on activities taken in a digital environment. Because~~ of our long history operating as a loyalty marketing solution we believe we have a defensible head start and ability to continue building products and features that will retain our competitive advantage. ● Evolve our sales ~~and~~accurately ~~customer~~across ~~support~~every infrastructure to uniquely meet the needs of the quickly evolving digital marketing universe. We have quickly evolved our organization and business to fill a gap in the digital marketing landscape. Through continued innovation and emphasis on automation and predictive analytics we believe we will expand our niche and create further value for our Connected Rewards Customers. ● Acquire complementary businesses and technologies. We will continue to search and identify unique opportunities which we believe will enhance our product features and functionalitychannel, ~~revenue~~promotion ~~goals,~~ and ~~technology.~~media We intend to target companies with some or all of the following characteristics: (1) an established revenue base; (2) strong and defensible technology services that further build out and differentiate our platform; (3) opportunities for substantial expense reductions through integration into our platform; and (4) strong sales teamsprogram. Our acquisitions have historically been consummated through the issuance of a combination of our common stock and cash. ● Build our intellectual property portfolio. We currently have nine issued patents that we believe have significant potential application in the technology industry. We plan to continue our investment in building a strong intellectual property portfolio.

~~While these~~● ~~are~~Delivery ~~the key elements~~ of ~~our~~uniquely ~~current~~attributable ~~strategy,~~1:1 ~~there~~offers ~~can~~that bepower noincentivized ~~guarantees~~actions ~~that~~in ~~our~~digital ~~strategy~~environments ~~will~~like ~~not~~user ~~change~~acquisition, orcontinued ~~that~~monetization, ~~our~~and ~~strategy will~~activities betaken ~~successful~~in ora ~~implemented~~digital ~~at all~~environment.

~~Recent~~Our recurrency platform generates revenue in 2 ways. ~~Events~~First, delivered as a Software-as-a-Service (“SaaS”) platform used by leading convenience and quick service restaurant brands to build and engage with their loyal customers. Second, through our Connected RewardsTM business, our platform enables and powers unique incentivized programs in digital environments. Through our Connected Rewards platform, we enable businesses to reward their users and customers with products in the real world for actions taken in a digital environment. Our customers include some of the largest mobile casual game publishers in the world and some of the largest convenience and quick service restaurant brands in the world. The programs we run for our customers include incentivized user acquisition where users are rewarded with a real-world product, like a free or discounted burger, for downloading a mobile game, and rewarded play where users receive real world products for accomplishing activities in game, like achieving a certain level or winning enough points. We charge our customers for each unique action where our rewards are delivered, these include a per install or per individual engagement fee.

~~2024 Related~~The ~~Party~~Recurrency ~~Convertible Notes~~Platform

~~During the~~The ~~first~~Recurrency™ ~~quarter~~platform ofunlocks ~~2024~~valuable ~~the~~POS and ~~Company~~mobile ~~issued~~data ~~8 Convertible Notes payable~~ to ~~related~~help ~~parties~~transform ~~for~~customer ~~$1,950,000.~~transactions Asinto anactionable ~~inducement~~and weattributable ~~issued 3,249,997~~marketing ~~warrants~~insights toand ~~purchase~~power ~~shares~~Connected ~~of our common stock at $~~Rewards interactions.60 ~~per~~Our ~~share.~~technology ~~Simple~~analyzes ~~interest~~transaction ondata ~~the~~to ~~unpaid~~provide ~~principal~~insights, ~~balance~~delivers ofmobile ~~this Note~~rewards ~~will~~and ~~accrue~~powers redemption at ~~the~~all ~~rate~~potential points of ~~8.0%~~sale ~~per annum~~(i.e., ~~Accrual~~mobile, ofin-store, ~~interest~~in-app), ~~will~~and ~~commence~~provides on100% ~~the~~attribution ~~date~~ of ~~this~~the ~~Note,~~transaction. ~~will~~In ~~continue~~Connected ~~until~~Rewards ~~this~~applications, ~~Note~~Recurrency is ~~fully~~integrated ~~paid,~~into ~~and~~mobile ~~will~~gaming beplatforms ~~payable~~and inmobile aattribution ~~single~~partners ~~installment~~to atdeliver ~~maturity three years from~~ the ~~date~~necessary ~~the~~data ~~Convertible~~to ~~Note~~deliver ~~was~~rewards for ~~issued~~in-game actions.

~~2024 Related~~Company ~~Party Notes Payable~~Strategy

~~The Company~~Our ~~entered~~objective ~~into~~is ~~Amendment No. 2 (the “Amendment”)~~ to ~~Amended~~build ~~and~~an ~~Restated~~industry-leading ~~Credit Facility Agreement and Convertible~~mobile ~~Notes~~marketing ~~(the~~technology ~~Credit~~product ~~Facility~~that ~~Agreement),~~bridges ~~signed~~between onin-person ~~May~~and ~~3,2024,~~digital ~~which~~environments ~~amends~~powering ~~the~~a ~~terms~~unique ofand ~~the~~defensible ~~Credit~~alternative ~~Facility Agreement, between the Company~~for ~~and~~digital-first ~~Thomas~~businesses B.to ~~Akin,~~engage and ~~any~~retain ~~convertible~~their ~~notes~~customers ~~issued~~by ~~thereunder.~~rewarding ~~The~~them ~~Amendment~~with ~~amends~~real-world ~~the~~products ~~existing Credit Facility Agreement to extend the maturity of the agreement~~ and ~~related convertible notes thereunder until June 30, 2026~~offers. ~~Principal~~The ~~payments~~key ~~have been deferred to~~elements ato ~~period~~our ~~beginning~~strategy ~~on July 31, 2024 and ending June 30, 2026.~~are:

~~Acquisition~~ ● Exploit the competitive advantages and operating leverage of ~~Certain~~our ~~Contracts~~technology byplatform. ~~SMS~~The ~~Factory~~core of our business is our ability to integrate our Recurrency platform into digital environments and deliver rewards based on activities taken in a digital environment. Because of our long history operating as a loyalty marketing solution we believe we have a defensible head start and ability to continue building products and features that will retain our competitive advantage.

~~On September~~● ~~25,~~Evolve ~~2024,~~our ~~the~~sales ~~Company~~and ~~entered~~customer ~~into~~support aninfrastructure ~~Asset~~to ~~Purchase~~uniquely ~~Agreement~~meet (the ~~“Asset~~needs ~~Purchase~~of ~~Agreement”)~~the ~~with~~quickly ~~SMS~~evolving ~~Factory, Inc.,~~digital amarketing ~~Florida corporation (“SMS Factory”)~~universe. ~~Pursuant~~We tohave ~~the~~quickly ~~Asset~~evolved ~~Purchase~~our ~~Agreement,~~organization ~~SMS~~and ~~Factory~~business ~~purchased~~to ~~all~~fill ofa ~~the right, title~~gap ~~and interest~~ in the ~~Company’s~~digital ~~SMS/MMS~~marketing ~~text~~landscape. ~~messaging~~Through ~~customer~~continued ~~accounts,~~innovation ~~excluding~~and ~~certain~~emphasis ~~Excluded~~on ~~Assets~~automation ~~(as~~and ~~defined in the~~predictive ~~Asset~~analytics ~~Purchase~~we ~~Agreement)~~believe ~~utilized~~we inwill ~~the~~expand ~~operation~~our ofniche ~~the~~and ~~Company’s~~create ~~SMS/MMS~~further ~~text~~value ~~messaging~~for ~~platform~~our ~~business~~Connected ~~(the “Business Assets”)~~Rewards ~~effective as of September 25, 2024 (the “Closing Date”)~~Customers.

~~In consideration~~● ~~for~~Acquire ~~the~~complementary ~~Business~~businesses ~~Assets,~~and ~~SMS~~technologies. ~~Factory~~We iswill ~~expected~~continue to ~~assume~~search ~~certain~~and ~~Performance~~identify ~~Obligations~~unique opportunities which we believe will enhance our product features and ~~pay~~functionality, revenue goals, and technology. We intend to ~~the~~target ~~Company, for a~~companies ~~period~~with ofsome ~~two~~or ~~years~~all ~~following~~of the ~~Closing~~following ~~Date,~~characteristics: (1) an ~~Earn-Out~~established ~~Payment~~revenue inbase; an(2) ~~amount~~strong ~~equal~~and todefensible ~~two~~technology ~~times~~services ~~the~~that ~~Gross~~further ~~Profit earned~~build ~~from each~~out ~~Customer~~and ~~Account,~~differentiate ~~including~~our anplatform; ~~upfront~~(3) ~~pre-payment~~opportunities offor ~~the~~substantial ~~Earn-Out~~expense ~~Payment~~reductions ~~equal~~through tointegration ~~$303,000. The~~into ~~Asset Purchase~~our ~~Agreement~~platform; ~~includes~~and ~~customary~~(4) ~~representations,~~strong ~~warranties~~sales ~~and~~teams. ~~covenants~~Our byacquisitions have historically been consummated through the ~~parties~~issuance of a combination of our common stock and cash.

20● Build our intellectual property portfolio. We currently have nine issued patents that we believe have significant potential application in the technology industry. We plan to continue our investment in building a strong intellectual property portfolio.

~~Table~~While these are the key elements of ~~Contents~~our current strategy, there can be no guarantees that our strategy will not change or that our strategy will be successful or implemented at all.

~~Results of~~Recent ~~Operations~~Events

~~Revenues~~Related Party Senior Secured Notes

~~Revenues consist~~During ~~primarily~~the offirst ~~those~~quarter ~~generated~~of by2025 athe ~~suite~~Company ofissued 10 ~~products~~Convertible ~~under~~Notes ~~the~~payable ~~Recurrency~~for ~~platform~~$425,000. ~~The~~Simple ~~Recurrency~~interest ~~platform~~on isthe ~~comprised~~unpaid principal balance of ~~POS~~the Convertible Note will accrue at the ~~Data~~rate ~~Capture,~~of ~~Analytics,~~15% ~~Offers~~per annum. and ~~Promotions,~~automatically ~~Predictive~~convert ~~Offers,~~into ~~Personalized~~the ~~Receipt~~same equity ~~Promotions~~securities issued for cash in the Qualified Financing, ~~Customized~~or ~~Mobile~~at ~~Messaging~~the option of the Investors, ~~Belly~~into the same equity securities issued ~~Loyalty~~for cash in a Corporate Transaction, each as the Convertible Note. Interest on the Convertible Notes will be accreted and ~~other~~added ~~revenues~~to the unpaid principal balance prior to conversion. The Convertible Notes are payable in one installment three years from the date of the Convertible Note.

~~Revenues~~Senior ~~for~~Secured ~~the~~Convertible ~~three months ended September 30, 2024, were $226,208 an increase of $176,028 compared to $50,180 for the same period in 2023.~~Notes

~~Revenues~~During ~~for~~the first quarter of 2025 the ~~nine~~Company ~~months~~issued ~~ended~~7 ~~September~~Convertible ~~30,~~Notes ~~2024,~~payable ~~were~~to related party investors for $~~900~~1,~~008~~575,000. anSimple ~~increase~~ interest on the unpaid principal balance of ~~$716~~the Convertible Note will accrue at the rate of 15% per annum. and automatically convert into the same equity securities issued for cash in the Qualified Financing,~~595~~ ~~compared~~or toat ~~$183~~the option of the Investors,~~413~~ ~~for~~into the same ~~period~~equity securities issued for cash in a Corporate Transaction, each as the Convertible Note. Interest on the Convertible Notes will be accreted and added to the ~~2023~~unpaid principal balance prior to conversion. The Convertible Notes are payable in one installment three years from the date of the Convertible Note.

~~This decrease~~Acquisition isof ~~primarily~~Certain ~~due~~Contracts toby aSMS ~~decrease of in subscription revenue.~~Factory

~~Cost~~ On September 25, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with SMS Factory, Inc., a Florida corporation (“SMS Factory”). Pursuant to the Asset Purchase Agreement, SMS Factory purchased all of ~~Revenues~~the right, title and interest in the Company’s SMS/MMS text messaging customer accounts, excluding certain Excluded Assets (as defined in the Asset Purchase Agreement) utilized in the operation of the Company’s SMS/MMS text messaging platform business (the “Business Assets”) effective as of September 25, 2024 (the “Closing Date”).

~~Cost~~ ofIn ~~revenues~~consideration ~~consists~~for ~~primarily~~the Business Assets, SMS Factory is expected to assume certain Performance Obligations and pay to the Company, for a period of ~~cloud-based~~two ~~software~~years ~~licensing~~following ~~fees~~the Closing Date, ~~short~~an ~~code~~Earn-Out ~~maintenance~~Payment ~~expenses~~in an amount equal to two times the Gross Profit earned from each Customer Account, ~~messaging~~including an upfront pre-~~related~~payment ~~expenses~~of the Earn-Out Payment equal to $303,000. ~~and~~The Asset Purchase Agreement includes customary ~~other~~representations, ~~expenses~~warranties and covenants by the parties.

~~Cost of revenues for the three months ended September 30, 2024, was $120,125, an increase of $84,454, or 237%, compared to $35,671 for the same period in 2023.~~24

~~Cost of~~Table ~~revenues for the nine months ended September 30, 2024, was $541,161, an increase~~ of ~~$418,379, or 237%, compared to $122,782 for the same period in 2023.~~Contents

~~This increase~~Results isof ~~primarily due to an decrease in SMS/MMS Messaging costs.~~Operations

~~Bad Debt Expense~~Revenues

~~Bad~~Revenues ~~Debt~~consist ~~expense~~primarily ~~for~~of ~~the~~those ~~nine~~generated ~~months~~by ~~ended~~a ~~September~~suite ~~30,~~of ~~2024~~products ~~was~~under ~~$14,849,~~the anRecurrency ~~increase of~~platform. ~~$14,849,~~The orRecurrency ~~100%,~~platform ~~compared~~is tocomprised ~~$0 for~~of ~~the~~POS ~~nine~~Data ~~months ended September~~Capture, 30Analytics, ~~2023.~~Offers ~~This~~and ~~increase~~Promotions, Predictive isOffers, ~~due~~Personalized toReceipt aPromotions, ~~decrease~~Customized inMobile ~~past~~Messaging, ~~due~~Belly ~~invoices~~Loyalty, and other revenues.

~~Bad~~Revenues ~~Debt expense~~ for the three months ended ~~September~~ 30March 31, ~~2024 was~~2025, were ~~a gain of~~ $7513,~~575~~311 an ~~decrease~~ increase of $7214,~~575,~~077 ~~or 100%,~~ compared to $0 299,234 for the ~~three months ended September~~same ~~30,~~period ~~2023. This decrease is due to a decrease~~ in ~~past due invoices~~2024.

~~General~~This increase is primarily due to an increase of Connected ~~and~~Rewards ~~Administrative~~revenue.

~~General and~~Cost ~~administrative expenses consist primarily~~ of ~~salaries and personnel-related expenses, consulting costs, and other expenses.~~Revenues

~~General and~~Cost ~~administrative~~of ~~expenses~~revenues ~~decreased~~consists ~~$1,122,415,~~primarily orof ~~83%,~~cloud-based software tolicensing ~~$229~~fees,~~968,~~ ~~during~~short ~~the~~code ~~three~~maintenance ~~months ended September 30~~expenses, ~~2024,~~messaging-related ~~compared to $1~~expenses,~~352,383~~ ~~for the same period in 2023. The decrease in general~~ and ~~administrative~~other expenses ~~was primarily due to a decrease in stock related expense for the warrant exercise that occurred during the same period in 2023~~.

~~General and~~Cost ~~administrative~~of ~~expenses~~revenues ~~decreased~~for ~~$1,707,767, or 76%, to $542,990, during~~ the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025, ~~compared~~was to $2239,~~250~~593,~~757~~ ~~for~~an ~~the~~increase ~~same~~of ~~period~~$194,659, inor ~~2023.~~433%, ~~The~~compared ~~decrease in general and administrative expenses was primarily due~~ to a$44,934 ~~decrease in stock related expense~~ for the ~~warrant exercise that occurred during the~~ same period in ~~2023~~2024.

~~Sales~~This increase is primarily due to an increase in Connected Rewards revenue resulting in a higher cost of good sold. As revenue from SMS and ~~Marketing~~MMS services grew, the associated direct costs of delivering these services also rose.

~~Sales and~~Bad ~~marketing~~Debt ~~expenses consist primarily of salaries and personnel-related expenses, stock-based compensation expenses, consulting costs, and other expenses.~~Expense

~~Sales and~~Bad ~~marketing~~Debt ~~expenses~~expense ~~increased~~for ~~$65,195,~~the orthree ~~49%,~~months toended ~~$197~~March 31,~~713~~ ~~during~~2025 ~~the~~was ~~three~~$1692, ~~months~~an ~~ended~~increase ~~September~~of 30$1,692, ~~2024~~or 100%, compared to $~~132,518~~0 for the ~~same~~three ~~period~~months inended ~~2023~~March 31, 2024 . ~~The~~This increase is ~~primarily~~ due to additional aninvoices ~~increase~~aged inpast ~~travel~~90 ~~and tradeshow expenses~~days.

~~Sales and~~General marketing expenses increased $231,439, or 75% to $541,762 during the nine months ended September 30, 2024, compared to $310,323 for the same period in 2023. The increase is primarily due to an increase in travel and ~~tradeshow expenses.~~Administrative

21General and administrative expenses consist primarily of salaries and personnel-related expenses, consulting costs, and other expenses.

~~Table~~General ofand ~~Contents~~administrative expenses increased $301,566, or 89%, to $639,631, during the three months ended March 31, 2025, compared to $338,065 for the same period in 2024. The increase in general and administrative expenses was primarily due to a decrease in legal and payroll expenses.

~~Engineering, Research~~Sales &and ~~Development~~Marketing

~~Engineering, research~~Sales &and ~~development~~marketing ~~costs~~expenses ~~include~~consist primarily of salaries and personnel-related expenses, stock-based compensation expenses, ~~travel,~~ consulting costs, and other expenses.

~~Engineering, research~~Sales &and ~~development~~marketing expenses increased $~~243~~199,~~877~~172, or ~~305~~ 29%, to $~~323~~880,~~752~~654 during the three months ended ~~September~~March 3031, ~~2024~~2025, compared to $79681,~~875~~482 for the same period in ~~2023~~2024. ~~This~~The increase is primarily due to an increase in consulting fees and an increase in payroll ~~expenses~~expense.

Engineering, research & development expenses increased $643,831, or 328%, to $840,207 during the nine months ended September 30, 2024, compared to $196,376 for the same period in 2023. This increase is primarily due to an increase in payroll expenses.25

~~Depreciation and~~Table ~~Amortization~~of Contents

~~Depreciation and~~Engineering, ~~amortization~~Research ~~expenses~~& ~~consist of depreciation on our equipment and amortization of our intangible assets.~~Development

~~Depreciation and~~Engineering, ~~amortization~~research ~~expense~~& ~~decreased~~development ~~$426,~~costs ~~or 41%~~include salaries, tostock-based ~~$612~~compensation ~~during~~expenses, ~~the three months ended September 30~~travel, ~~2024~~consulting ~~compared to $1~~costs,~~038~~ ~~for the~~and ~~same~~other ~~period in 2023~~expenses.~~This decrease is primarily due to decrease in intangible assets due to impairment at the end of 2023.~~

~~Depreciation and~~Engineering, ~~amortization~~research ~~expense~~& ~~decreased~~development expenses decreased $1142,~~210~~687, or 3015%, to $2804,~~812~~448 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to $4947,~~022~~135 for the same period in ~~2023~~2024. This decrease is primarily due to a decrease in ~~intangible~~payroll ~~assets due to impairment at the end of 2023~~expense.

~~Interest Expense~~Depreciation and Amortization

~~Interest expense~~Depreciation ~~increased~~and ~~$292,465,~~amortization orexpenses ~~123%,~~consist ~~to $529,841 during the three months ended September 30, 2024, compared to $237,376 in the same period~~of indepreciation ~~2023. This increase in interest expense is primarily related to the increased balance~~ on ~~related~~our ~~party~~equipment ~~notes payable~~ and ~~the~~amortization ~~issuance~~ of ~~Convertible~~our ~~Notes~~intangible assets.

~~Interest expense~~Depreciation ~~increased~~and amortization expense decreased $~~709~~1,~~712~~878, or 9919%, to $18,~~429,977~~031 during the ~~nine~~three months ended ~~September~~March 3031, ~~2024,~~2025 compared to $~~720~~9,~~265~~909 infor the same period in ~~2023~~2024. This ~~increase~~decrease ~~in interest expense~~ is primarily ~~related~~due to ~~the~~decrease ~~increased~~intangible ~~balance on related party notes payable~~ and ~~the~~fixed ~~issuance of Convertible Notes~~assets.

~~Settlement Losses~~Interest Expense

~~Settlement~~Interest expense increased $233,861, or 59%, to $631,333 ~~losses~~during ~~consist~~the ofthree ~~legal~~months ~~settlement~~ended ~~for~~March ~~TCPA~~31, ~~settlements~~2025, compared to $397,472 in the same period in 2023. This increase in interest expense is primarily related to the increased balance on related party notes payable and the issuance of Convertible Notes.

Settlement ~~losses~~ ~~for the three months ended September 30, 2024 and 2023 were $0 and $399, respectively.~~Losses

Settlement losses ~~for~~consist ~~the~~of ~~nine~~legal ~~months~~settlement ~~ended~~for ~~September~~TCPA ~~30, 2024 and 2023 were $0 and $870, respectively~~settlements.

~~Loss~~Settlement losses for the three months ended March on31, ~~Settlement~~2025 ofand ~~Debt~~2024 were $2,500 and $0 , respectively.

Loss on ~~Settlement~~Disposal of ~~debt~~Fixed ~~consists of the expense from the settlement of notes payable when they are settled into shares.~~Assets

Loss on ~~settlement~~disposal of ~~debt~~fixed ~~for~~assets ~~the~~consists ~~three~~of ~~months~~an ~~ended~~asset being ~~September~~disposed ~~30,~~of ~~2024~~for ~~and~~less ~~2023~~than ~~was~~its ~~$6,514~~carrying ~~and $7,699, respectively~~value.

Loss on ~~settlement~~disposal of ~~debt~~fixed assets for ~~the nine~~ three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~ 2024 was $0 6,875 and $~~370~~$0 , respectively.

2226

Table of Contents

Foreign Currency

The Company’s financial results are impacted by volatility in the Canadian/U.S. Dollar exchange rate. The average U.S. Dollar exchange rate for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, was $1 Canadian equals $0.7470 U.S. Dollars, respectively. This compares to an average rate of $1 Canadian equals $0.74 during the same period in ~~2023~~2024. The Company’s functional or measurement currency is the U.S. Dollar. Based on a U.S. Dollar functional currency, the following are the key areas impacted by foreign currency volatility:

	●	The Company sells products primarily in U.S. Dollars; therefore, reported revenues are not highly impacted by foreign currency volatility.
	●	A portion of the Company’s expenses are incurred in Canadian Dollars and therefore fluctuate in U.S. Dollars as the U.S. Dollar varies. A weaker U.S. Dollar results in an increase in translated expenses, and a stronger U.S. Dollar results in a decrease.
	●	Changes in foreign currency rates also impact the translated value of the Company’s working capital that is held in Canadian Dollars. Foreign exchange rate fluctuations result in foreign exchange gains or losses based upon movement in the translated value of Canadian working capital into U.S. Dollars.

The change in foreign currency was a ~~gain~~loss of $1,~~358~~ 321 and a ~~loss~~gain of $91217,~~825~~929 for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

~~The change~~Liquidity ~~in foreign currency was a gain of $216,687~~ and aCapital ~~gain of $123,190 for the nine months ended September 30, 2024 and 2023, respectively.~~Resources

~~Liquidity~~As of March 31, 2025, we had current assets of $892,548, including $291,732 in cash, and ~~Capital~~current ~~Resources~~liabilities of $7,429,384, resulting in a working capital deficit of $6,509,660.

As We believe as of ~~September~~the ~~30,~~date ~~2024~~of this report, we ~~had~~do ~~current~~not have ~~assets~~the ofworking ~~$1,367,564,~~capital ~~including~~on ~~$532~~hand,~~450~~ inalong with our expected cash, flow from operations and budget reductions, to sufficiently fund our current level ~~liabilities~~of operations through the end of ~~$8,090,773,~~the ~~resulting in~~next a12 months or beyond. We will require additional capital and will seek to obtain additional working capital ~~deficit~~through the sale of $6our securities and,~~723~~ if available,~~209~~ bank lines of credit. There can be no assurance we will be able to obtain access to capital as and when needed, or that the terms of any available financing will be commercially reasonable.

~~We believe~~The asCompany ofentered ~~the~~in ~~date~~to ofa ~~this~~sublease ~~report, we do not have the working capital~~ on ~~hand~~March 1, ~~along~~2024 for ~~with~~its ~~our~~office ~~expected~~facilities ~~cash~~in ~~flow from operations and budget reductions~~Chandler, toAZ ~~sufficiently fund our current level of operations~~ through ~~the~~February ~~end~~28, ~~of the next 12 months or beyond~~2025. WeMonthly ~~will require~~rental ~~additional~~payments ~~capital~~including ~~and~~rental ~~will seek to obtain additional working capital through the sale~~ of ~~our~~office ~~securities~~furniture and, excluding ~~if available~~taxes, ~~bank lines~~are ~~of credit~~$24,470. ~~There~~The ~~can~~Company behas notransition ~~assurance we will be able~~ to ~~obtain~~a ~~access~~100% toremote ~~capital~~work asforce and ~~when~~this ~~needed,~~has orresulted ~~that~~in ~~the~~a ~~terms~~decrease ofin ~~any~~monthly ~~available~~rental ~~financing will be commercially reasonable~~expense.

The Company entered in to a sublease on March 1, 2024 for its office facilities in Chandler, AZ through February 28, 2025. Monthly rental payments including rental of office furniture and excluding taxes, are $24,470. The Company has transition to a 100% remote work force and this has resulted in a decrease in monthly rental expense.27

23Table of Contents

~~Table~~Cash ~~of Contents~~Flows

Cash Flows

	Three Months Ended
	March 31,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(2,043,187	)	$	(2,170,290	)
Investing activities		—			—
Financing activities		1,075,000			1,941,342
Effect of foreign currency translation on cash flow		(1,248	)		(665	)
Net change in cash	$	(969,435	)	$	(229,613	)

	Nine Months Ended
	September 30,
	2024			2023
Net cash provided by (used in):
Operating activities	$	(5,405,028	)	$	(5,644,980	)
Investing activities		(13,327	)		(24,552	)
Financing activities		5,317,965			5,575,483
Effect of foreign currency translation on cash flow		216,445			125,243
Net change in cash	$	116,055		$	31,194

Operating Activities

~~Operating~~We used cash and restricted in operating ~~Activities~~activities totaling $2,043,187 during the three months ended March 31, 2025 and used cash and restricted cash in operating activities totaling $2,170,290 during the three months ended March 31, 2024. Key drivers of the cash used in operating activities are the net loss of $2,701,446, a net loss from discontinued operations of $111,755, changes to accounts receivable of $47,273, accrued interest of $458,173, stock-based compensation of $216,327, accounts payable of $142,014, and amortization of debt discount of $171,202.

~~We used~~Investing cash in operating activities totaling $5,405,028 during the nine months ended September 30, 2024 and used cash in operating activities totaling $5,644,980 during the nine months ended September 30, 2023. Key drivers of the cash used in operating activities are the net loss of $7,228,914, a net loss from discontinued operations of $4,207,458 changes to accounts receivable of $86,844, accrued interest of $1,009,822, stock-based compensation of $636,612, accounts payable of $471,102, and amortization of debt discount of $372,874.Activities

Investing activities during the three months ended ~~Activities~~March 31, 2025 were $0 compared to$0 in the three months ended March 31, 2024

~~Investing activities~~Financing during the nine months ended September 30, 2024, consisted of $4,559 of equipment purchases compared to $20,004 in the nine months ended September 30, 2023 and $8,768 of cash paid for patent activities comparted $0 compared to the same period in 2023.Activities

Financing activities during the three months ~~Activities~~ended March 31, 2025 consisted of $1,825,000 of proceeds from related party convertible notes and $425,000 in convertible notes compared to $1,9250,000 of related party convertible notes in the three months ended March 31, 2024 Payments of $0 were made on notes payable compared to $8,658 in the same period in 2024.

~~Financing activities~~Critical ~~during~~Accounting the nine months ended September 30, 2024 consisted of $5,325,000 of proceeds from related party convertible notes compared to $400,000 in the nine months ended September 30, 2023 In addition, there was $0 proceeds from conversion of warrants compared to $5,195,487 additional paid in capital from a warrant conversation to common stock in the nine months ended September 30, 2023. In the nine months ended September 30, 2024, payments of $7,035 were made on notes payable compared to $20,004 in the same period in 2023.Estimates

~~Critical~~We have adopted various accounting policies to prepare ~~Accounting~~the ~~Estimates~~our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires us to make estimates, judgments, and assumptions. Our significant accounting policies and estimates are disclosed in Note 2 to the accompanying notes to the condensed consolidated financial statements. There were no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025.

~~We have~~Refer ~~adopted various accounting policies~~ to ~~prepare~~Note ~~the~~2, ~~our~~“Summary ~~condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States~~ of ~~America~~Significant ~~(U.S. GAAP). The preparation of these financial statements requires us~~Accounting ~~to make estimates~~Policies,” ~~judgments, and assumptions. Our significant accounting policies and estimates are disclosed~~ in ~~Note 2 to~~ the accompanying notes to the condensed consolidated financial statements. ~~There~~for ~~were~~a nodiscussion ~~material~~of ~~changes~~recent ~~to our critical~~ accounting ~~policies and estimates during the nine months ended September 30, 2024~~pronouncements.

~~Refer to~~Off-Balance ~~Note~~Sheet ~~2, “Summary of Significant Accounting Policies,” in the accompanying notes to the condensed consolidated financial statements for a discussion of recent accounting pronouncements.~~Arrangements

~~Off~~We have no off-~~Balance Sheet~~balance ~~Arrangements~~sheet arrangements.

~~We have no off-balance sheet arrangements.~~28

24Table of Contents

~~Table~~Item of3. ~~Contents~~Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Item 310(f)(1) of Regulation S-K. ~~Quantitative~~As ~~and~~such, ~~Qualitative~~we ~~Disclosures~~are ~~about~~not ~~Market~~required ~~Risk~~to provide the information set forth in this item.

~~We are a smaller reporting company as defined by~~ Item ~~10(f)(1) of Regulation S-K~~4. AsControls ~~such,~~and ~~we are not required to provide the information set forth in this item~~Procedures.

~~Item 4.~~Evaluation of Disclosure Controls and Procedures.

~~Evaluation~~As required by Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Principal Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. “Disclosure ~~Controls~~controls and ~~Procedures~~procedures,” as defined in Exchange Act Rule 13a-15(e), are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our Principal Executive Officer and Interim Chief Financial Officer, concluded that as of March 31, 2025 our disclosure controls and procedures were not effective.

As ~~required~~ bya ~~Rule~~small ~~13a-15(b)~~company ~~promulgated~~with ~~under~~limited ~~the~~resources ~~Securities~~that ~~Exchange~~are mainly ~~Act~~focused ofon ~~1934, as amended (~~the ~~“Exchange~~development ~~Act”),~~and ~~our~~sales ~~management, with the participation~~ of ~~our~~software ~~Principal~~products ~~Executive Officer~~ and ~~Interim Chief Financial Officer~~services, ~~evaluated~~ the ~~effectiveness~~Company ofdoes ~~our~~not ~~disclosure controls~~employ ~~and~~a ~~procedures,~~sufficient asnumber ~~defined in Exchange Act Rule 13a-15(e), as~~ of ~~the end of the period covered by this report. “Disclosure~~staff ~~controls and procedures,” as defined~~ in ~~Exchange~~its ~~Act~~finance ~~Rule~~department ~~13a-15(e), are controls and other procedures that are designed~~ to ~~ensure that~~possess ~~information~~an ~~required~~optimal tosegregation beof ~~disclosed~~duties ~~by us in the reports that we file~~ or ~~submit~~to ~~under~~provide ~~the~~optimal ~~Exchange~~levels ~~Act~~of ~~is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms~~oversight. ~~Disclosure~~This ~~controls~~has ~~and~~resulted ~~procedures include,~~in ~~without~~certain ~~limitation,~~audit ~~controls~~adjustments and ~~procedures~~management ~~designed~~believes ~~to ensure~~ that ~~information~~there ~~required~~may to be ~~disclosed~~a bypossibility usfor ina ~~the~~material ~~reports~~misstatement ~~that we file or submit under the Exchange Act is accumulated and communicated~~ to ~~our~~occur ~~management,~~in ~~including~~future ~~our Principal Executive Officer and~~periods ~~Interim~~while ~~Chief~~it ~~Financial~~employs ~~Officer,~~the ascurrent ~~appropriate~~number ~~to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our Principal Executive Officer and Interim Chief Financial Officer, concluded that as~~ of ~~September~~personnel ~~30,~~in ~~2024~~its ~~our disclosure~~finance ~~controls and procedures were not effective~~department.

~~As a~~Changes ~~small company with limited resources that are mainly focused on the development and sales of software products and services, the Company does not employ a sufficient number of staff~~ in ~~its~~Internal ~~finance~~Control ~~department~~Over toFinancial possess an optimal segregation of duties or to provide optimal levels of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of personnel in its finance department.Reporting

~~Changes~~There were no changes in our internal control over financial reporting as defined in ~~Internal~~Rules ~~Control~~13a-15(f) ~~Over~~and ~~Financial~~15d-15(f) ~~Reporting~~under the Exchange Act, that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.29

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~~Table~~PART ofII ~~Contents~~– OTHER INFORMATION

~~PART II~~Item –1. ~~OTHER~~Legal ~~INFORMATION~~Proceedings.

~~Item~~Marina Soliman v. Subway Franchisee Advertising Fund 1Trust, LTD, Second Circuit Court of Appeals, Case No. ~~Legal~~22-1726 ~~Proceedings~~– this is putative class action alleging that the Company initiated telephone solicitations through text messages in violation of the Telephone Consumer Protection Act, 47 U.S.C § 227 et al. (“TCPA”). The district court granted the Company’s motion to dismiss. The matter has been under submission with the Court of Appeals since October 24, 2023. In the event that the Court reverses and remands the matter, the Company intends to seek an individual settlement of the matter, and if one cannot be reached, the Company intends to vigorously defend the matter.

~~Marina Soliman~~Item v1A. ~~Subway~~Risk ~~Franchisee Advertising Fund Trust, LTD, Second Circuit Court of Appeals, Case No~~Factors. 22-1726 – this is putative class action alleging that the Company initiated telephone solicitations through text messages in violation of the Telephone Consumer Protection Act, 47 U.S.C § 227 et al. (“TCPA”). The district court granted the Company’s motion to dismiss. The matter has been under submission with the Court of Appeals since October 24, 2023. In the event that the Court reverses and remands the matter, the Company intends to seek an individual settlement of the matter, and if one cannot be reached, the Company intends to vigorously defend the matter.

~~Item~~In addition to the other information set forth in ~~1A.~~this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which could materially affect our business, financial condition or future results. There have been no material changes in the risk factors disclosed in the Form 10-K

~~In addition~~Item to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which could materially affect our business, financial condition or future results2. ~~There~~Unregistered ~~have~~Sales ~~been~~of noEquity ~~material~~Securities ~~changes in the risk factors~~and ~~disclosed~~Use inof ~~the Form 10-K~~Proceeds.

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds.~~

~~None~~Item 3. Defaults upon Senior Securities.

~~Item 3~~None. ~~Defaults upon Senior Securities.~~

~~None~~Item 4. Mine Safety Disclosures.

~~Item 4.~~Not ~~Mine Safety Disclosures~~applicable.

~~Not applicable~~Item 5. Other Information

~~Item~~During the three months ended March 31, 2025, 5.none ~~Other~~of ~~Information~~our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

~~During the three months ended September~~ 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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~~Table~~Item of6. ~~Contents~~Exhibits

Item 6. Exhibits


Exhibit No.		Description
2.1		Asset Purchase Agreement, dated September 25, 2024, by and between Mobivity Holdings Corp. and SMS Factory, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 1, 2024)
3.1		Restated Articles of Incorporation filed with the Nevada Secretary of State on August 12, 2022 (incorporated by reference to Exhibit 3.1[FD1] to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2024) [FD1]Note, we added the specific exhibit references (it is typically not sufficient to refer to the report as a whole).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 20, 2008)
3.3		Amendment No. 1 to Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 20, 2008)
3.4		Amendment No. 2 to the Bylaws, effective as of May 20, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 24, 2013)
10.1		Form of Convertible Promissory Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 18, 2025)
10.2		Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 18, 2025)
31.1		Certification by Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
31.2		Certification by Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
32.1		Certification Pursuant to 18 U.S.C. Section 1350 **
101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Exhibit No.		Description
2.1		Asset Purchase Agreement, dated September 25, 2024, by and between Mobivity Holdings Corp. and SMS Factory, Inc.
3.1		Restated Articles of Incorporation filed with the Nevada Secretary of State on August 12, 2022 (incorporated by reference to Exhibit 3.1[FD1] to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2024) [FD1]Note, we added the specific exhibit references (it is typically not sufficient to refer to the report as a whole).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 20, 2008)
3.3		Amendment No. 1 to Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 20, 2008)
3.4		Amendment No. 2 to the Bylaws, effective as of May 20, 2013 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 24, 2013)
10.1		Amendment No. 4 to Amended and Restated Credit Facility Agreement and Convertible Notes, dated as of November 21, 2024, between Mobivity Holdings Corp. and Thomas B. Akin*
31.1		Certification by Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
31.2		Certification by Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *
32.1		Certification Pursuant to 18 U.S.C. Section 1350 *
101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

* Filed electronically herewith

* ~~Filed~~* Furnished electronically herewith

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SIGNATURES

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

	Mobivity Holdings Corp.
Date: November 26, 2024	By:	/s/ Bryce D. Daniels
Date: June 6, 2025	By:	/s/ Bryce D. Daniels
		Bryce D. Daniels
		President
		(Principal Executive Officer)
Date: November 26, 2024	By:	/s/ Skye Fossey-Tomaske
Date: June 6, 2025	By:	/s/ Skye Fossey-Tomaske
		Skye Fossey-Tomaske
		Interim Chief Financial Officer (Principal Accounting Officer)

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