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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 June 30, 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		(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 September 2, 2025, the registrant had 73,976,596 shares of common stock, par value $0.001 per share, issued and outstanding.

MOBIVITY HOLDINGS CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations and Comprehensive Loss	2
Condensed Consolidated Statement of Stockholders’ Deficit	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	30
Item 4. Controls and Procedures.	30
PART II – OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Mobivity Holdings Corp.

Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2025			2024
		(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	364,684		$	1,261,240
Restricted Cash		134,891			134,743
Accounts receivable, net of allowance for doubtful accounts $891, and $44,752 respectively		140,078			142,766
Current assets from discontinued operations		—			214,779
Other current assets		203,653			178,336
Total current assets		843,306			1,931,864
Right to use lease assets		419,944			541,618
Intangible assets and software development costs, net		54,179			55,689
Fixed Assets		12,962			29,265
Other assets		3,424			—
TOTAL ASSETS	$	1,333,815		$	2,558,436
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	3,298,777		$	2,643,602
Accrued interest		992,217			497,848
Accrued and deferred personnel compensation		344,288			306,605
Deferred revenue and customer deposits		34,899			143,595
Related party notes payable, net - current maturities		3,851,953			2,315,703
Notes payable, net - current maturities		—			—
Operating lease liability, current		315,905			302,178
Other current liabilities		454,931			584,754
Total current liabilities		9,292,970			6,794,285

Non-current liabilities
Related party notes payable, net - long term		12,470,513			11,166,945
Notes payable, net - long term		658,712			227,794
Operating lease liability		196,682			358,674
Other Non-Current Liabilities - related party		—			1,000,000
Other Non-Current Liabilities		—			175,000
Total non-current liabilities		13,325,907			12,928,413
Total liabilities		22,618,877			19,722,698

Stockholders’ deficit
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		564,298			571,979
Additional paid-in capital		123,508,820			122,323,597
Accumulated other comprehensive loss		64,190			63,204
Accumulated deficit		(145,494,780	)		(140,193,506	)
Total stockholders’ deficit		(21,285,062	)		(17,164,262	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,333,815		$	2,558,436

See accompanying notes to consolidated financial statements.

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Mobivity Holdings Corp.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenues
Revenues	$	939,535		$	374,136		$	1,452,846		$	673,372
Cost of revenues	$	528,022			247,075		$	767,615			292,009
Gross profit		411,513			127,061			685,231			381,363

Operating expenses
Bad Debt Expense		—			(2,066	)		1,692			(2,065	)
General and administrative		715,925			280,721			1,355,556			621,806
Sales and marketing		882,027			787,385			1,762,681			1,468,867
Engineering, research, and development		748,663			918,374			1,553,143			1,862,464
Depreciation and amortization		5,211			3,266			13,242			13,175
Total operating expenses		2,351,826			1,987,680			4,686,314			3,964,247

Loss from operations		(1,940,313	)		(1,860,619	)		(4,001,083	)		(3,582,884	)

Other income/(expense)
Interest expense		(688,680	)		(502,467	)		(1,320,013	)		(899,941	)
Loss on sale of fixed assets		—			—			(6,876	)		—
Settlement Losses		—			—			(2,500	)		—
Foreign currency gain		(1	)		(1	)		32			(25	)
Total other income/(expense)		(688,681	)		(502,468	)		(1,329,357	)		(899,966	)
Loss before income taxes		(2,628,994	)		(2,363,087	)		(5,330,440	)		(4,482,850	)
Income tax expense		—			—			—			—
Net loss from continuing operations		(2,628,994	)		(2,363,087	)		(5,330,440	)		(4,482,850	)
Net Income (Loss) from discontinued operations		(82,589	)		(153,033	)		29,166			(287,512	)
Net Loss		(2,711,583	)		(2,516,120	)		(5,301,274	)		(4,770,362	)
Other comprehensive loss, net of income tax
Foreign currency translation adjustments		2,307			(2,600	)		986			215,329
Comprehensive loss	$	(2,709,276	)	$	(2,518,720	)	$	(5,300,288	)	$	(4,555,033	)
Net loss per share:
Basic and Diluted net loss from continuing operations		(0.04	)		(0.03	)		(0.07	)		(0.06	)
Basic and Diluted net loss from discontinued operations		(0.00	)		(0.00	)		0.00			(0.00	)
Total Basic and Diluted	$	(0.04	)	$	(0.04	)	$	(0.07	)	$	(0.06	)
Weighted average number of shares:
Basic and Diluted		73,155,287			69,328,080			72,832,301			69,333,590

See accompanying notes to consolidated financial statements (unaudited).

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Mobivity Holdings Corp.

Condensed Consolidated Statement of Stockholders’ Deficit

(Unaudited)


	Common Stock				Equity			Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Dollars		Payable			Capital		Loss			Deficit			Deficit
Balance, December 31, 2024		70,466,103	$	70,464	$	571,979		$	122,323,597	$	63,204		$	(140,193,506	)		(17,164,262	)
Debt discount - related party debt		—		—		—			69,502		—			—			69,502
Issuance of common stock for settlement of interest from equity payable - related party debt		1,946,232		1,946		(471,116	)		469,170		—			—			—
Interest Payable on related party debt recorded to equity payable		—		—		230,438			—		—			—			230,438
Stock based compensation - employees		—		—		—			135,079		—			—			135,079
Stock based compensation - directors		—		—		—			81,248		—			—			81,248
Foreign currency translation adjustment		—		—		—			—		(1,321	)		—			(1,321	)
Net loss		—		—		—			—		—			(2,589,691	)		(2,589,691	)
Balance, March 31, 2025		72,412,335	$	72,410	$	331,301		$	123,078,596	$	61,883		$	(142,783,197	)	$	(19,239,007	)
Debt discount - related party debt		—		—		—			217,133		—			—			217,133
Interest Payable on related party debt recorded to equity payable		—		—		232,997			—		—			—			232,997
Stock based compensation		—		—		—			131,842		—			—			131,842
Stock based compensation - directors		—		—		—			81,249		—			—			81,249
Foreign currency translation adjustment		—		—		—			—		2,307			—			2,307
Net loss		—		—		—			—		—			(2,711,583	)		(2,711,583	)
Shares transferred to		-		-		-			-		-			-			-
Balance, June 30, 2025		72,412,335		72,410		564,298			123,508,820		64,190			(145,494,780	)		(21,285,062	)

	Common Stock				Equity		Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	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	)
Debt discount - 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	)
Balance		67,949,709	$	67,950	$	989,947	$	119,285,105	$	64,098		$	(132,214,850	)	$	(11,807,750	)
Debt discount - related party debt				—		—		619,191		—			—			619,191
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	)

See accompanying notes to consolidated financial statements (unaudited).

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Mobivity Holdings Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended
	June 30,
	2025			2024
OPERATING ACTIVITIES
Net Loss	$	(5,301,274	)	$	(4,770,362	)
Net income (loss) from discontinued operations		(29,166	)		287,512
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		1,692			122,084
Stock-based compensation		266,921			244,074
Stock-based compensation from restricted stock		162,497			162,499
Loss on disposal of fixed assets		6,875			—
Depreciation and amortization expense		13,242			32,676
Amortization of Debt Discount		357,371			215,938
Increase (decrease) in cash resulting from changes in:
Accounts receivable		996			(78,461	)
Other current assets		—			—
Other assets		(2,988	)		—
Accounts payable		655,175			(492,616	)
Prepaid Expenses		(25,993	)		(132,332	)
Accrued interest		957,804			639,718
Accrued and deferred personnel compensation		37,092			(49,632	)
Other liabilities - current		(129,823	)		(180,333	)
Lease Operating Assets		(26,591	)		(23,256	)
Deferred revenue and customer deposits		(108,696	)		(68,333	)
Net cash and restricted cash used in operating activities of continuing operations		(3,164,866	)		(4,090,824	)
Net Cash and restricted cash used in operating activities of discontinuing operations		243,946			(287,512	)
Net cash and restricted cash used in operating activities	$	(2,920,920	)	$	(4,378,336	)

INVESTING ACTIVITIES
Cash paid for patent equipment		—			(9,388	)
Purchases of equipment		(2,400	)		(4,559	)
Net cash and restricted cash used in investing activities		(2,400	)		(13,947	)

FINANCING ACTIVITIES
Payments on notes payable		—			(7,035	)
Proceeds from Related Party Debt		1,775,000			4,050,000
Proceeds from Notes Payable		250,000			—
Net cash and restricted cash provided by (used in) financing activities		2,025,000			4,042,965

Effect of foreign currency translation on cash flow		1,912			215,751

Net Change in cash and restricted cash		(896,408	)		(133,567	)
Cash and restricted cash at beginning of period	$	1,395,983		$	416,395
Cash and restricted cash at end of period		499,575			282,828

Supplemental disclosures
Interest paid	$	—		$	—

Non Cash investing and financing activities:
Debt discount - related party debt	$	286,635		$	1,091,485
Shares issued for settlement of debt - related party	$	463,435		$	465,996
Shares issued from stock-payable	$	471,116		$	—
AP exchange for related party notes payable	$	1,000,000		$	—
AP exchange for notes payable	$	175,000		$	—

See accompanying notes to consolidated financial statements.

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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 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, 2024 and for the six months ended June 30, 2025 and 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 7, 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 June 30, 2025, and for the three and six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2024.

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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

The preparation 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year’s presentation. The reclassifications did not affect previously reported net losses.

Acquisitions

We account for acquired businesses using the purchase method of accounting. Under the purchase method, our consolidated financial statements reflect the operations of an acquired business starting from the completion of the acquisition. In addition, the assets acquired and liabilities assumed 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.

Cash Equivalents and Restricted Cash

We minimize our credit risk associated with cash by periodically evaluating the credit quality of our primary financial institution. Our balances at times may exceed federally insured limits. We have not experienced any losses on our cash accounts.

Restricted cash is held for as a deposit to guarantee our letter of credit required for currently office lease. We also hold in restricted cash a deposit by our office space’s sublease tenant.

As of June 30, 2025, a total of $364,684 was available and $134,891 was held in restricted cash accounts.

Accounts Receivable, Allowance for Doubtful Accounts and Concentrations

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 potential credit 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.

As of June 30, 2025, and December 31, 2024 we recorded an allowance for doubtful accounts of $891 and $44,752, respectively.

Goodwill and Intangible Assets

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 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.

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We conducted our annual impairment tests of goodwill as of December 31, 2024. As a result of these tests, we had a total impairment charge of $0.

Intangible assets 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.

The Company’s evaluation of its goodwill and intangible assets resulted in no impairment charges for the six months ended June 30, 2025 and 2024, respectively.

Software Development Costs

Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the Financial Accounting Standards Board (“FASB”) guidance for the costs of computer software to be sold, leased, 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, 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 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 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-month24 period.

The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer. The Company’s evaluation of its capitalized software development assets resulted in no impairment charges for the three months ended June 30, 2025 and 2024, respectively.

Impairment of Long-Lived Assets

We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.

Foreign Currency Translation

The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of ASC subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction gains 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 Income.

Revenue Recognition and Concentrations

Our Recurrency platform is a hosted solution. We generate 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 when the transaction takes place. Under ASC 606, revenue is recognized when control of the promised 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 Standards Update (“ASU”) No. 2014-09, Revenue from 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.

We determine revenue recognition under ASC 606 through the following steps:

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

	●	identification of the performance obligations in the contract;

	●	identification of the transaction price;

	●	allocation of the transaction price to the performance obligations in the contract; and

	●	recognition of revenue when, or as, we satisfy a performance obligation.

During the six months ended June 30, 2025 and 2024, two customers accounted for 89% and 58% of our revenues, respectively.

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Comprehensive Loss

Comprehensive loss is 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 financial 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 June 30, 2025 and 2024, the comprehensive loss was $2,709,276, and $2,518,720 respectively.

For the six months ended June 30, 2025 and 2024, the comprehensive loss was $5,300,288 and $4,555,033 respectively.

Stock-based Compensation

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

Research and Development Expenditures

Research and development expenditures are expensed as incurred, and consist primarily of compensation costs, outside services, and expensed materials.

Advertising Expense

Direct advertising costs are expensed as incurred and consist primarily of trade shows, sales enablement, content creation, paid engagement and other direct costs. Advertising expense was $229,015 and $246,605 for the six months ended June 30, 2025 and 2024, respectively.

Income Taxes

We 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 than 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.

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Net Loss Per Common Share

Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase, and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three and six months ended June 30, 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.

Recent Accounting Pronouncements

Accounting standards promulgated by the FASB are subject 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.

In November 2023 FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. ASU 2023-07 requires public entities “improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.” The Company adopted AS 2023-07 as of December 31, 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.

3. Discontinued Operations

The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheet:

	As of June 30, 2025		As of December 31, 2024
Assets
Current assets
Accounts receivable	$	—	$	214,779

Total Assets	$	—	$	214,779

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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:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Revenues	$	71,800		$	1,098,904		$	465,340		$	2,400,575
Cost of Revenue		111,295			732,006			362,446			1,651,483
Gross Profit		(39,495	)		366,898			102,894			749,092

Operating Expenses
Bad Debt Expense		(2,832	)		75,040			(31,502	)		124,149
General and administrative		33,553			289,295			68,707			595,959
Sales and marketing		5,799			64,559			18,525			146,176
Engineering, research and development		6,574			91,031			17,998			170,314
Total operating expenses		43,094			519,925			73,728			1,036,598

Foreign currency gain		—			(6	)		—			(6	)
Total other income/(expense)		—			(6	)		—			(6	)
Income (Loss) from Operations		(82,589	)		(153,033	)		29,166			(287,512	)

Net Income (Loss) from Discontinued Operations	$	(82,589	)	$	(153,033	)	$	29,166		$	(287,512	)

The Company’s execution of 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 in the 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 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.

4. Going Concern

The Company had $364,684 of cash as of June 30, 2025. The Company had a net loss of $5.3 million for the six months ended June 30, 2025, and used $2,920,920 of cash in our operating activities during that time. In the six months ended June 30, 2024 the Company had a net loss of $4.8 million and used $4,378,336 of cash in our operating expenses. The Company raised $2.0 million in cash from convertible notes issued during 2025. The Company raised $4.1 million in cash convertible notes issued during 2024.

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.

As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $145.5 million as of June 30, 2025. 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 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 the next 12 months with proceeds from the sale of securities, 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.

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5. Intangibles

Intangible assets

The following table presents details of our purchased intangible assets as of June 30, 2025 and December 31, 2024:

Schedule of Intangible Assets

	Balance at December 31, 2024		Additions		Impairments		Amortization			Foreign Exchange and Other		Balance at June 30, 2025
Patents and trademarks	$	55,689	$	2,400	$	—	$	(3,910	)	$	—	$	54,179
Customer and merchant relationships		—		—		—	$	—			—		—
Trade names		—		—		—	$	—			—		—
	$	55,689	$	2,400	$	—	$	(3,910	)	$	—	$	54,179

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

Amortization expense for intangible assets was $2,099 and $1,666 for the three months ended June 30, 2025 and 2024, respectively, and is included in depreciation and amortization on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

Amortization expense for intangible assets was $3,910 and $10,858 for the six months ended June 30, 2025 and 2024, respectively, and is included in depreciation and amortization on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

The estimated future amortization expense of our intangible assets as of June 30, 2025 was as follows:

Year ending December 31,	Amount
2025 (six months remaining)	$	4,199
2026	$	8,398
2027	$	8,398
2028	$	8,398
2029	$	8,398
Thereafter	$	16,388
Total	$	54,179

6. Operating Lease Assets

The Company entered into a lease agreement on February 1, 2021, for 8,898 square feet, for its office 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 included a 50% abatement period and a deposit of $110,000 was required. The lessor contributed $110,000 towards the purchase of office furniture as part of the lease agreement. As of June 30, 2025, we have an operating lease asset balance of $419,944 and an operating lease liability balance of $512,587 recorded in accordance with ASC 842, Leases (ASC “842”).

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. 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.

The following are additional details related to leases recorded on our balance sheet as of June 30, 2025:

Leases	Classification	Balance at June 30, 2025
Assets
Current
Operating lease assets	Operating lease assets	$	—
Noncurrent
Operating lease assets	Noncurrent operating lease assets	$	419,944
Total lease assets		$	419,944

Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	315,905
Noncurrent
Operating lease liabilities	Noncurrent operating lease liabilities	$	196,682
Total lease liabilities		$	512,587

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The maturity analysis below summarizes the remaining future 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:

Year ending December 31,
2025	$	169,062
2026		344,241
2027		28,734
2028		—
2029		—
Thereafter		—
Total future lease payments		542,037
Less: imputed interest		(29,450	)
Total	$	512,587

Weighted Average Remaining Lease Term (years)
Operating leases	1.58

Weighted Average Discount Rate
Operating leases	6.75	%

7. Notes Payable and Interest Expense

The following table presents details of our notes payable as of June 30, 2025 and December 31, 2024:

Schedule of Debt

Facility	Maturity		Interest Rate			Balance at June 30, 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	%		10,050,000			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							18,445,000			15,245,000
Less Total Debt Discount							(1,463,822	)		(1,534,558	)
Total Debt							16,981,178			13,710,442
Less current portion							(3,851,953	)		(2,315,703	)
Long-term debt, net of current portion						$	13,129,225		$	11,394,739

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Related Party Notes

Unsecured Promissory Note (“UP Notes”)

On 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. 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 our common stock at the stated exercise price per share in connection with the issuance of funds under this UP Note.

On January 31, 2023, the Lender agreed to postpone the 24-month repayment period to a later period commencing on January 31, 2024, and further agreed that interest accrued on the loan between July 1, 2022 and December 1, 2025 is to be settled in shares of the Company’s common stock quarterly.

On January 31 2024, the Lender agreed to postpone the 24-month repayment period to a later period commencing on July 31, 2024.

During the six months ended June 30, 2025, a total of $20,844 of accrued interest from equity payable was converted into 86,109 shares of common stock and a $6,645 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 June 30, 2025, the Company had an outstanding principal balance of $271,875, and accrued interest of $20,504 that was recorded to Equity Payable.

Secured Promissory Notes

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”).

The Credit 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.

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.

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On January 31, 2023, the Company then entered into Amendment No. 1 ( “Amendment 1”), 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. Amendment 1 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. Amendment 1 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. Amendment 1 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.

On January 31, 2024 amended terms were agreed upon and the Company then entered into Amendment No. 2 (“ Amendment 2”) signed on May 3,2024, which amends the terms of the Credit Facility Agreement, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. Amendment 2 amends the existing 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 July 31, 2024 and ending June 30, 2026. The Company determined that the change in repayment terms should be accounted for as a modification as opposed to a complete extinguishment of debt, based on the guidance in ASU 470-50. The key components of 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%.

On August 13, 2024 amended terms were agreed upon and the Company then entered into Amendment No. 3 (“Amendment 3”) signed on May 3,2024, which amends the terms of the Credit Facility Agreement, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. Amendment 3 amends the existing 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 determined that the change in repayment terms should be accounted for as a modification as opposed to a complete extinguishment of debt, based on the guidance in ASU 470-50. The key components of 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%.

The Company entered into Amendment No. 4 (“Amendment 4”) to Amended and Restated Credit Facility Agreement and Convertible Notes (the Credit Facility Agreement), signed on November 21,2024, which amends the terms of the Credit Facility Agreement, between the Company and Thomas B. Akin, and any convertible notes issued thereunder. Amendment 4 amends the existing Credit Facility Agreement to extend the maturity of the agreement and related convertible notes thereunder until March 31, 2027. Principal payments have been deferred to a period beginning on April 30, 2025 and ending March 31, 2027. The Company determined that the change in repayment terms should be accounted for as a modification as opposed to a complete extinguishment of debt, based on the guidance in ASU 470-50. The key components of 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%.

During the six months ended June 30, 2025, a 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 June 30, 2025, the Company had a principal total of $5,873,125, a debt discount balance of $140,760 for a net principal balance of $5,732,365 and accrued interest of $442,931 that was recorded to equity payable.

Related Party Convertible Notes

The Company entered into Convertible Notes, (each a “Convertible Note” and collectively, the “Convertible Notes”) with multiple investors. The Convertible Notes accrue interest at a rate of 8%, thereon are convertible and converted 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”).

Related Party Convertible Notes issued in prior periods at the beginning of 2024 had a balance of $2,000,000 in principal. As an inducement we issued 3,333,332 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of the Convertible 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 the Convertible Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

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During the first quarter 2024 the Company issued 8 Convertible Notes payable to Thomas B. Akin for $1,950,000. As an 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 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 second quarter of 2024 the Company issued 8 Convertible Notes payable to Thomas B. Akin 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 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 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 of 2024 the Company issued 5 Convertible Notes payable to Thomas B. Akin for $1,525,000. As an inducement we issued 2,541,664 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 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 first quarter of 2025 the Company issued 5 Convertible Notes payable to Thomas B. Akin for $250,000. As an inducement we 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 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 second quarter of 2025 the Company issued 5 Convertible Notes payable to Thomas B. Akin for $950,000. As an inducement we issued 1,583,332 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 six months ended June 30, 2025 the company recorded $362,600 of interest expense in connection with the related party convertible notes and $311,238 in amortized debt discount in connections with related party convertible notes. As of June 30, 2025 the Convertible Notes issued to related parties had a principal balance of $10,050,000 with a debt discount of $1,306,772 for a net principal balance of $8,743,228 and accrued interest of $838,755.

Related Party Senior Secured Convertible Notes

On March 17, 2025, Mobivity Holdings Corp. (the “Company”) entered into a convertible promissory note purchase agreement (the “Senior Secured Notes”) with four accredited investors, including Thomas B. Akin, 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, $0.001 par value (“Common 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 “Senior Secured Convertible Note” and collectively, the “Senior Secured Convertible Notes”) in the aggregate principal amount of $2.0 million. The Senior Secured 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 Senior Secured Convertible Notes to continue to ramp up growth of Connected Rewards and for working capital for general corporate purposes.

During 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 June 30, 2025 the Convertible Notes had a principal balance of $1,575,000 and accrued interest balance of $99,647.

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Convertible Notes

Convertible Notes

Convertible Notes issued in prior periods at 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 will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

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 Senior Secured Convertible Note was issued.

During the six months ended June 30, 2025 the company recorded accrued interest of $9,676 in connection with convertible notes and $5,918 in amortized debt discount.

As of June 30, 2025 the Convertible Notes had a principal balance of $250,000 with a debt discount of $16,290 for a net principal balance of $233,710 and accrued interest of $31,367.

Senior Secured Convertible Notes

On March 17, 2025, Mobivity Holdings Corp. (the “Company”) entered into a convertible promissory note purchase agreement (the “Agreement”) with four accredited investors, including Thomas B. Akin, 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, $0.001 par value (“Common 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 “Senior Secured Convertible Note” and collectively, the “Senior Secured Convertible Notes”) in the aggregate principal amount of $2.0 million. The Senior Secured 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 Senior Secured Convertible Notes to continue to ramp up growth of Connected Rewards and for working capital for general corporate purposes.

During the first quarter of 2025 the Company issued 10 Senior Secured Convertible Notes payable for $425,000. Simple interest on the unpaid principal balance of the Senior Secured 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 Senior Secured Convertible Notes are payable in one installment three years from the date of the Senior Secured Convertible Note. As of June 30, 2025 the Convertible Notes had a principal balance of $425,000 and accrued interest of $22,448.

Interest Expense

Interest expense was $688,680 and $502,467 during the three months ended June 30, 2025 and 2024, respectively.

Interest expense was $1,320,013 and $899,941 during the six months ended June 30, 2025 and 2024, respectively.

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8. Common Stock and Equity Payable

Common Stock and Equity Payable

2024

On June 30, 2024 a total of $445,379 of interest was accrued and settled to equity payable for the issuance of 1,093,267 shares of common stock.

On June 30, 2024 a total of $20,617 of interest was accrued and settled to equity payable for the issuance of 50,609 shares of common stock.

During the six months ended June 30, 2024 no shares were issued and $465,996 equity payable was recorded.

As of the six months ended June 30, 2024 we had an equity payable balance of $1,455,943.

2025

On January 24, 2025 a total of 1,860,123 shares of common stock were granted from equity payable to Thomas Akin as settlement of $450,272 of interest payable and the Company recorded a loss on settlement of debt of $143,554.

On January 24, 2025 a total of 86,109 shares of common stock were granted from equity payable to Talkot Fund LP as settlement of $20,844 of interest payable and the Company recorded a loss on settlement of debt of $6,645.

On March 31, 2025 a total of $220,242 of interest was accrued and settled to equity payable for the issuance of 620,821 shares of common stock.

On 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.

On June 30, 2025 a total of $222,689 of interest was accrued and settled to equity payable for the issuance of 699,796 shares of common stock.

On June 30, 2025 a total of $10,309 of interest was accrued and settled to equity payable for the issuance of 32,394 shares of common stock.

During the six months ended June 30, 2025, the Company issued 1,946,232 shares for $471,116 from equity payable. A total of $463,435 of interest was accrued and settled to equity payable.

As of the June 30, 2025 the Company had an equity payable balance of $564,298. These shares consist of $463,435 interest payable to be settled into 1,381,750 shares and $100,862 in RSU’s payable of 93,390 shares.

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Stock-based Plans

Stock Option Activity

The following table summarizes stock option activity for the six months ended June 30, 2025.

	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 June 30, 2025		3,950,500		$	0.96		6.92

Expected to vest at June 30, 2025		3,950,500		$	0.96		6.92
Exercisable at June 30, 2025		2,627,072		$	0.94		6.47
Unrecognized expense at June 30, 2025	$	789,184					—

2024

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.

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.

2025

During the six months ended June 30, 2025 no employee stock options were issued.

During the six months ended June 30, 2025 we had a total stock-based compensation expense of $429,418 this is comprised of $162,497 in restricted stock unit compensation expense, and $266,921 of stock-based compensation expense for employee options.

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Stock-Based Compensation Expense from Stock Options and Warrants

The impact on our results of operations of recording stock-based compensation expense for the three and six months ended June 30, 2025 and 2024 were as follows:

	2025		2024		2025		2024
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
General and administrative	$	3,223	$	3,224	$	6,426	$	(39,103	)
Sales and marketing		99,599		88,283		200,605		196,145
Engineering, research, and development		29,021		39,907		59,890		87,032
Total	$	131,843	$	131,414	$	266,921	$	244,074

Valuation Assumptions

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 six months ended June 30, 2025 and 2024.

Schedule of Valuation Assumptions

	Six Months Ended
	June 30,
	2025			2024
Risk-free interest rate		—	%		4.72	%
Expected life (years)		—			7.00
Expected dividend yield		—	%		—	%
Expected volatility		—	%		73.63	%

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

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.

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

The expected volatility in 2025 and 2024 is based on the historical publicly traded price of our common stock.

Restricted stock units

The following table summarizes restricted stock unit activity under our stock-based plans for the year ended December 31, 2024 and for the six months ended June 30, 2025:

	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		518,300	$	0.31		—	$	160,673
Outstanding at June 30, 2025		3,229,880	$	0.67		—	$	2,164,020

Expected to vest at June 30, 2025		3,229,880	$	0.67		—	$	2,164,020
Vested at June 30, 2025		3,229,880	$	0.67		—	$	2,164,020
Unvested at June 30, 2025		—
Unrecognized expense at June 30, 2025	$	—

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2024

On March 31, 2024 the Company granted five independent directors a total of 162,500 restricted stock units. The units were valued at $81,250 or $.50 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, 2027, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

On June 30,2024 the Company granted five independent directors a total of 187,210 restricted stock units. The units were valued at $81,249 or $.434 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) June 30, 2027, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

In the six months ended June 30, 2024 the Company recorded $81,250 in restricted stock expense as board compensation.

2025

On March 31, 2025 the Company granted five independent directors a total of 225,690 restricted stock units. The units were valued at $81,248 or $.36 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, 2028, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

On June 30, 2025 the Company granted five independent directors a total of 292,610 restricted stock units. The units were valued at $81,249 or $.27767 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) June 30, 2028, (B) a change in control of the Company, and (C) the termination of the director’s service with the Company.

In the six months ended June 30, 2025, the Company recorded $162,497 in restricted stock expense as board compensation.

Stock Based Compensation from Restricted Stock

The impact on our results of operations of recording stock-based compensation expense for restricted stock units for the three and six months ended June 30, 2025 and 2024 was as follows:

	2025		2024		2025		2024
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
General and administrative	$	81,249	$	81,249	$	162,497	$	162,499
Total	$	81,249	$	81,249	$	162,497	$	162,499

As of June 30, 2025, there was no unearned restricted stock unit compensation.

Warrants

The following table summarizes investor warrants as of June 30, 2025 and the years ended December 31, 2024 and 2023:

Schedule of Investor Warrants

	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		1,999,998		$	—		—
Exercised		—		$	—		—
Canceled/forfeited/expired		(1,118,190	)	$	—		—
Outstanding at June 30, 2025		22,483,015		$	0.65		1.71

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2024

During the first quarter of 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 $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 an average volatility rate of 93% and an option fair value of $0.1418.

During the second quarter of 2024, one warrant holders 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.

2025

During the first quarter of 2025, one warrant holders was issued 416,667 warrants as an inducement for Convertible Notes issued at the exercise price of $.60 per share, resulting in additional capital of $250,000. The Company recorded a discount of $69,502 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 144% and an option fair value of $0.1668.

During the second quarter of 2025, one warrant holders 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 144% and an option fair value of $0.1778.

9. Fair Value Measurements

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.

The following table presents assets that are measured and recognized at fair value as of June 30, 2025 on a recurring and non-recurring basis:

Description	Level 1		Level 2		Level 3		Gains (Losses)
Goodwill (non-recurring)	$	—	$	—	$	—	$	—
Intangibles, net (non-recurring)	$	—	$	—	$	54,179	$	—

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

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

10. Commitments and Contingencies

Litigation

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.

In addition, a settlement was reached and signed on April 9, 2025 in a previously active TCPA case, a putative class action complaint alleging that Defendant initiated telephone solicitations through text messages to Plaintiff and members of a putative class in violation of the TCPA. A settlement was reached and a settlement loss of $2,500 was accrued during the 3 months ended June 30, 2025.

Operating Lease

As of June 30, 2025, we have an operating lease asset balance for this lease of $419,944 and an operating lease liability balance for this lease of $512,587 recorded in accordance with ASC 842.

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11. Related Party Transactions

Unsecured Promissory Note (“UP Notes”)

During the six months ended June 30, 2025, a total of $20,844 of accrued interest from equity payable was converted into 86,109 shares of common stock. As of June 30, 2025, the Company had an outstanding principal balance of $271,875, and accrued interest of $$20,504 that was recorded to Equity Payable.

Secured Promissory Notes

On June 30, 2021, we entered into a Credit Facility Agreement with Thomas Akin, 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 $6,000,000. The Credit Facility Agreement was amended again on January 31, 2023 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.

During the six months ended June 30, 2025, a total of $450,272 of accrued interest from equity payable was converted into 1,860,123 shares of common stock. As of June 30, 2025, the Company had a principal total of $5,873,125, a debt discount balance of $140,760 for a net principal balance of $5,732,365 and accrued interest of $442,931 that was recorded to Equity Payable.

Related Party Convertible Notes

During the first quarter of 2025 the Company issued 5 Convertible Notes payable to related parties for $250,000. As an inducement we 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 will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

Related Party Senior Secured Convertible Notes

During the first quarter of 2025 the Company issued 7 Senior Secured 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 Senior Secured Convertible Notes are payable in one installment three years from the date of the Convertible Note.

As of June 30, 2025 the Convertible Notes had a principal balance of $1,575,000 and accrued interest balance of $99,647.

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

12. Reportable Segments

The customer acquisition and engagement segment derives revenues from customers by ways for customers to acquire new customers and in increase customer retention by email, text messaging and app interaction. the first is The Company’s Connected Reward program that encourages engage by offering real life rewards through on of the many marketing channels. In addition, we offer SMS messaging programs that allow the companies to send company updates, offers and promotions through email and SMS/MMS messaging. The accounting policies are the same as the policies listed in the summary of significant accounting policies.

The chief operating decision maker (“CODM”) of the Company is our President who assesses performance of our single operating segment and decides how to allocate resources based on consolidated net loss that is reported on the consolidated statement of 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.

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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 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 benchmarking 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.

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 following table shows net sales by operating segment:


Customer Acquisition and Engagement segment
Revenues	$	1,452,847
Less:
Customer Acquisition Costs		767,615
Dues and Subscriptions		41,146
Legal and Accounting and Professional Fees		267,138
Travel Expense		40,522
Administrative Expenses		293,851
Advertising Expense		244,377
Payroll and Related Expense		3,051,444
Outside Services		699,892
Interest Expense		1,306,797
Other Expenses (1)		70,505
Customer Acquisition and Engagement segment Net Income	$	(5,330,440	)

(1)

Other Expense includes settlement losses and loss on disposal of fixed assets

13. Sales of Certain Contracts

Acquisition by SMS Factory

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.

The Asset Purchase Agreement includes customary representations, warranties and covenants by the parties.

14. Subsequent Events

Related Party Convertible Notes

On July 31, 2025, Mobivity Holdings Corp. (the “Company”) entered into a convertible promissory note purchase agreement (the “Agreement”) with two accredited investors and/or their affiliates, Thomas B. Akin, 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, $0.001 par value (“Common Stock”) (collectively, the “Investors”). Pursuant to the Agreement, the Company received $3.35 million in proceeds and issued senior secured convertible promissory notes (each a “Convertible Note” and collectively, the “Convertible Notes”) in the aggregate principal amount of $3.35 million. The Convertible Notes were issued as part of a convertible note offering authorized by the Company’s special committee (the “Special Committee”) of the board of directors (the “Board”) to raise up to $4.0 million from the issuance of Convertible Notes (the “Offering”). Messrs. Akin and Terker invested $1.85 million and $1.5 million, respectively, in the Offering. The Company will use the proceeds from the sale of the Convertible Notes for working capital for general corporate purposes and for the proposed Reverse Stock Split.

Share Issued

On July 15, 2025 a total of 620,821 shares of common stock were granted from equity payable to Thomas Akin as settlement of $220,242 of interest payable.

On July 15, 2025 a total of 28,739 shares of common stock were granted from equity payable to Thomas Akin as settlement of $10,195 of interest payable.

On July 15, 2025 a total of 182,511 shares were issued to Dennis Becker, a former director. The shares were issued on the the total Restricted Stock Units earned by Mr. Becker as director compensation that were fully vested as of December 31, 2024. Restricted stock expense is recorded on the date it vests and no expense was recognized during the six months ended June 30, 2025.

On July 23, 2025 a total of 699,796 shares of common stock were granted from equity payable to Thomas Akin as settlement of $222,689 of interest payable.

On July 23, 2025 a total of 32,394 shares of common stock were granted from equity payable to Talkot Fund LP as settlement of $10,309 of interest payable.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly 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.

Overview

Mobivity Holdings 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

	●	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.

Our recurrency 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.

The Recurrency Platform

The Recurrency™ platform unlocks valuable POS and mobile data to help transform customer transactions into actionable and attributable marketing insights and power Connected Rewards interactions. Our technology analyzes transaction data to provide insights, delivers mobile rewards and powers redemption at all potential points of sale (i.e., mobile, in-store, in-app), and provides 100% attribution of the transaction. In Connected Rewards applications, Recurrency is integrated into mobile gaming platforms and mobile attribution partners to deliver the necessary data to deliver rewards for in-game actions.

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Company Strategy

Our objective is to build an industry-leading mobile marketing technology product that bridges between in-person and digital environments powering a unique and defensible alternative for digital-first businesses to engage and retain their customers by rewarding them with real-world products and offers. The key elements to our strategy are:

	●	Exploit the competitive advantages and operating leverage of our technology platform. The 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.

	●	Evolve our sales and customer support 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 functionality, revenue goals, and technology. 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 teams. 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 the key elements of 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.

Recent Events

Related Party Senior Secured Notes

During the first quarter of 2025 the Company issued 10 Convertible Notes payable for $425,000. 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.

Senior Secured Convertible Notes

Acquisition of Certain Contracts by SMS Factory

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Results of Operations

Revenues

Revenues consist primarily of those generated by a suite of products under the Recurrency platform. The Recurrency platform is comprised of POS Data Capture, Analytics, Offers and Promotions, Predictive Offers, Personalized Receipt Promotions, Customized Mobile Messaging, Belly Loyalty, and other revenues.

Revenues for the three months ended June 30, 2025, were $939,535 an increase of $565,399 compared to $374,136 for the same period in 2024.

Revenues for the six months ended June 30, 2025, were $1,452,846 an increase of $779,474 compared to $673,372 for the same period in 2024.

This increase is primarily due to an increase of Connected Rewards revenue.

Cost of Revenues

Cost of revenues consists primarily of cloud-based software licensing fees, short code maintenance expenses, messaging-related expenses, and other expenses.

Cost of revenues for the three months ended June 30, 2025, was $528,022, an increase of $280,947, or 114%, compared to $247,075 for the same period in 2024.

Cost of revenues for the six months ended June 30, 2025, was $767,615, an increase of $475,606, or 163%, compared to $292,009 for the same period in 2024.

This increase is primarily due to an increase in Connected Rewards revenue resulting in a higher cost of good sold.

Bad Debt Expense

Bad Debt expense for the three months ended June 30, 2025 was $0, an increase of a $2,066 gain, or 100%, compared to a gain of $2,066 for the three months ended June 30, 2024. This increase is due to a increase in invoice aged past 90 days.

Bad Debt expense for the six months ended June 30, 2025 was $1,692, an increase of $3,757, or 182%, compared to $2,065 for the three months ended June 30, 2024. This increase is due to additional invoices aged past 90 days.

General and Administrative

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

General and administrative expenses increased $435,204, or 155%, to $715,925, during the three months ended June 30, 2025, compared to $280,721 for the same period in 2024. The increase in general and administrative expenses was primarily due to an increase in software fees, legal fees and payroll expenses.

General and administrative expenses increased $733,750, or 118%, to $1,355,556, during the six months ended June 30, 2025, compared to $621,806 for the same period in 2024. The increase in general and administrative expenses was primarily due to an increase in share based expense for warrants issued, legal fees and payroll expenses.

Sales and Marketing

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

Sales and marketing expenses increased $94,642, or 12%, to $882,027 during the three months ended June 30, 2025, compared to $787,385 for the same period in 2024. The increase is primarily due to an increase in consulting fees and payroll expenses.

Sales and marketing expenses increased $293,814, or 20%, to $1,762,681 during the six months ended June 30, 2025, compared to $1,468,867 for the same period in 2024. The increase is primarily due to an increase in consulting fees and payroll expenses.

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Engineering, Research & Development

Engineering, research & development costs include salaries, stock-based compensation expenses, travel, consulting costs, and other expenses.

Engineering, research & development expenses decreased $169,711, or 18%, to $748,663 during the three months ended June 30, 2025, compared to $918,374 for the same period in 2024. This decrease is primarily due to a decrease in payroll expense.

Engineering, research & development expenses decreased $309,321, or 17%, to $1,553,143 during the six months ended June 30, 2025, compared to $1,862,464 for the same period in 2024. This decrease is primarily due to a decrease in payroll expense.

Depreciation and Amortization

Depreciation and amortization expenses consist of depreciation on our equipment and amortization of our intangible assets.

Depreciation and amortization expense increased $1,945, or 60%, to $5,211 during the three months ended June 30, 2025 compared to $3,266 for the same period in 2024.This decrease is primarily due to increase in intangible and fixed assets.

Depreciation and amortization expense increased $67, or 1% to $13,242 during the six months ended June 30, 2025 compared to $13,175 for the same period in 2024.This decrease is primarily due to increase in intangible and fixed assets.

Interest Expense

Interest expense increased $186,213, or 37%, to $688,680 during the three months ended June 30, 2025, compared to $502,467 in the same period in 2024. This increase in interest expense is primarily related to the increased balance on related party notes payable and the issuance of Convertible Notes.

Interest expense increased $420,072, or 47%, to $1,320,013 during the six months ended June 30, 2025, compared to $899,941 in the same period in 2024. 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

Settlement losses consist of legal settlement for TCPA settlements.

Settlement losses for the three months ended June 30, 2025 and 2024 were $0 and $0, respectively.

Settlement losses for the six months ended June 30, 2025 and 2024 were $2,500 and $0, respectively.

Loss on Sale of Fixed Assets

Loss on sale of fixed assets consists of an asset being sold for less than its carrying value.

Loss on sale of fixed assets for three months ended June 30, 2025 and 2024 was $1 and $0, respectively

Loss on sale of fixed assets for six months ended June 30, 2025 and 2024 was $6,876 and $0, respectively

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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 six months ended June 30, 2025, was $1 Canadian equals $0.70 U.S. Dollars, respectively. This compares to an average rate of $1 Canadian equals $0.74 during the same period in 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 of $2,307 and a loss of $2,600 for the three months ended June 30, 2025 and 2024, respectively.

The change in foreign currency was a gain of $986 and a gain of $215,329 for the six months ended June 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

As of June 30, 2025, we had current assets of $843,306, including $364,684 in cash, and current liabilities of $9,292,970, resulting in a working capital deficit of $8,449,664.

We believe as of the date of this report, we do not have the working capital on hand, along with our expected cash flow from operations and budget reductions, to sufficiently fund our current level of operations through the end of the next 12 months or beyond. We will require additional capital and will seek to obtain additional working capital through the sale of our securities and, if available, 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.

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.

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Cash Flows

	Six Months Ended
	June 30,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(2,920,920	)	$	(4,378,336	)
Investing activities		(2,400	)		(13,947	)
Financing activities		2,025,000			4,042,965
Effect of foreign currency translation on cash flow		1,912			215,751
Net change in cash	$	(896,408	)	$	(133,567	)

Operating Activities

We used cash and restricted in operating activities totaling $2,920,920 during the six months ended June 30, 2025 and used cash and restricted cash in operating activities totaling during the six months ended June 30, 2024. Key drivers of the cash used in operating activities are the net loss of $5,301,274, a net gain from discontinued operations of $29,166, changes to accounts receivable of $996, accrued interest of $957,804, stock-based compensation of $266,921, stock-based compensation expense for RSU’s of $162,497 accounts payable of $655,175, and amortization of debt discount of $357,371.

Investing Activities

Investing activities during the six months ended June 30, 2025 were $2,400 compared to $0 in the six months ended June 30, 2024 A total $2,400 was used for equipment purchases.

Financing Activities

Financing activities during the six months ended June 30, 2025 consisted of $1,775,000 of proceeds from related party convertible notes and $250,000 in convertible notes compared to $4,050,000 of related party convertible notes in the six months ended June 30, 2024 Payments of $0 were made on notes payable compared to $7,035 in the same period in 2024.

Critical Accounting Estimates

We have adopted various accounting policies to prepare 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 six months ended June 30, 2025.

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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 and 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 June 30, 2025 our disclosure controls and procedures were not effective.

As a 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 finance department to 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.

Changes in 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 six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

In addition 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, 2024 (the “Form 10-K”), which could materially affect our business, financial condition or future results. There have been no material changes from the risk factors previously disclosed in the Form 10-K except as stated below:

The Company has filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 and a preliminary proxy statement to stockholders, both of which are under the review of and subject to comments of the staff of the SEC, to effect a reverse stock split as part of a plan to deregister the Company’s common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock and result in less disclosure about the Company, without the Company’s stockholders having the protections provided by the liability provisions of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

On July 31, 2025, a Special Committee of the Board consisting entirely of independent and disinterested directors, approved a transaction whereby the Company would effect a reverse stock split of the Company’s shares of common stock, in conjunction with terminating the Company’s public company reporting obligations, subject to obtaining the requisite approval of the Company’s stockholders at a Special Meeting of Stockholders to be held for that purpose.

Specifically, the Special Committee approved a transaction whereby the Company would effect a 1-for-25,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). If the proposal is approved, at the effective time of the Reverse Stock Split each share of common stock owned by a stockholder in any one account holding fewer than 25,000 shares immediately prior to the Reverse Stock Split will be automatically converted into the right to receive $0.29 in cash for each such share owned immediately prior to the Reverse Stock Split, without interest (the “Cash Payment”), and such stockholders (“Cashed Out Stockholders”) will no longer be stockholders of the Company. Stockholders owning shares of common stock in any one account holding 25,000 or more shares immediately prior to the effective time of the Reverse Stock Split (“Continuing Stockholders”) will remain stockholders of the Company and, to the extent any Continuing Stockholder owns a number of pre-split shares that is greater than 25,000 but is not evenly divisible by 25,000, then the fractional shares of such stockholder resulting from the proposed Reverse Stock Split would be cashed out at the Cash Payment. The Company estimates that approximately 3,481,673 shares of the Company’s common stock (representing approximately 4.7% of the shares of common stock currently outstanding) would be cashed out in the Reverse Stock Split and the aggregate cost to the Company of the Reverse Stock Split would be approximately $1,500,000. This amount includes approximately $1,009,685 needed to cash out fractional shares that would otherwise result from the Reverse Stock Split in respect of Cashed Out Stockholders (and the Cash Payment owed to certain Continuing Stockholders in lieu of fractional shares), and approximately $300,000 of legal, solicitation, filing, and other costs needed to effect the Reverse Stock Split. This total amount could be larger or smaller depending on, among other things, the number of fractional shares that will be outstanding after the Reverse Stock Split as a result of purchases, sales and other transfers of our shares of common stock by our stockholders.

The Reverse Stock Split will be submitted to a vote of the Company’s stockholders at a Special Meeting of Stockholders to be called for that purpose. The Company has prepared and filed a preliminary proxy statement and Schedule 13e-3 with respect to the Reverse Stock Split.

The Special Committee may abandon the Reverse Stock Split at any time prior to the effectiveness of the Reverse Stock Split, even after stockholder approval, if the Special Committee determines in its business judgment that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

Any trading in our common stock (after the Reverse Stock Split and deregistration under the Exchange Act) will only occur in privately negotiated sales and potentially on the OTC Pink Market, if one or more brokers chooses to make a market for our common stock there and complies with applicable regulatory requirements; however, there can be no assurances regarding any such trading.

Stockholders holding the Company’s common stock following the Reverse Stock Split and subsequent filing to become a non-reporting entity may no longer have the information that is currently provided in the Company’s filings with the SEC pursuant to the Exchange Act regarding such matters as the Company’s business operations and developments, legal proceedings involving the Company, the Company’s financial results, the compensation of the Company’s directors and named executive officers, and Company securities held by the Company’s directors, officers and major stockholders. In addition, it is likely that there will be limited liquidity for the Company’s common stock and that trading of shares may only continue in privately negotiated sales. As a result, stockholders may not be able to purchase or sell the common stock at all or at prices they desire.

Further, the Company’s stockholders will no longer have the protections provided by the liability provisions of the Exchange Act and the Sarbanes-Oxley Act applicable to the Company and the Company’s directors, officers and major stockholders, including the short-swing profit provisions of Section 16, the proxy solicitation rules under Section 14, the stock ownership reporting rules under Section 13, provisions relating to personal attestation by officers about accounting controls and procedures potential criminal liability regarding the disclosure by the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

During the six months ended June 30, 2025, 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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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 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2022)
3.2		Amended and Restated Bylaws of Mobivity Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 27, 2025)
10.1		Convertible Promissory Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 5, 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 August 5, 2025)
10.3		Form of Amendment to Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 5, 2025)
10.4		Form of Amendment No. 5 to Existing Notes (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 5, 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)

* Filed electronically herewith

** 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: September 2, 2025	By:	/s/ Bryce D. Daniels
		Bryce D. Daniels
		President
		(Principal Executive Officer)

Date: September 2, 2025	By:	/s/ Skye Fossey-Tomaske
		Skye Fossey-Tomaske
		Interim Chief Financial Officer (Principal Accounting Officer)

MOBIVITY HOLDINGS CORP. 10-Q