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~~MOBIQUITY~~UNITED ~~TECHNOLOGIES, INC.~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2024~~2025

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

For the transition period from _____ to _____

COMMISSION FILE NUMBER: 001-41117

MOBIQUITY TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

New York	11-3427886
(State of jurisdiction of incorporation or organization)	(I.R.S. ~~Employee~~Employer Identification Number)
35 Torrington Lane Shoreham, NY	11786
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(516) 246-9422

Securities registered pursuant to Section 12(b) of the Act: None

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

Common stock, $0.0001 par value, Common stock Purchase Warrants

____________________________________

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Check whether the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

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. (Check one)

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 June 30, ~~2024~~2025, the number of shares of ~~Common~~ Common Stock held by non-affiliates was approximately 712,~~142~~689,~~497~~000 based upon 721,~~597~~339,~~497~~337 shares of Common Stock outstanding. The approximate ~~market~~ market value based on the last sale (i.e. $21.0055 per share as of June 30, ~~2024~~2025) of the Company’s Common Stock held by non-affiliates ~~was~~ was approximately $1419,~~285~~668,000.

The number of shares outstanding of the Registrant’s Common Stock as of March 3130, ~~2025~~2026, was 2025,~~010~~426,~~909~~386.

On August 7, 2023, we effected a one-for-15 reverse stock split. This Form 10-K gives retroactive effect to the reverse stock split as if the split had occurred prior to any reported transactions and prior to the dates on the financial statements included herein.

FORWARD-LOOKING STATEMENTS

We believe this annual report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management, based on information currently available to our management. When we use words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “should,” “likely” or similar expressions, we are making forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations set forth under “Business” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results and stockholder values may differ materially from those expressed in the forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Stockholders are cautioned not to put undue reliance on any forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under “Risk Factors.” In addition to the Risk Factors and other important factors discussed elsewhere in this annual report, you should understand that other risks and uncertainties and our public announcements and filings under the Securities Exchange Act of 1934, as amended could affect our future results and could cause results to differ materially from those suggested by the forward-looking statements.

As used in this Form 10-K, the terms “we,” “our,” “us,” “Mobiquity Technologies” or “the Company” refer to Mobiquity Technologies, Inc. and its subsidiaries, taken as a whole, unless the context otherwise requires it.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with Generally Accepted Accounting Principles in the United States. All references to “common stock” refer to the common shares in our capital stock.

TABLE OF CONTENTS

	PAGE
PART I	1
Item 1 Business	1
Item 1A Risk Factors	86
Item 1B Unresolved Staff Comments	2220
Item 1C Cybersecuirty	2220
Item 2 Properties	2321
Item 3 Legal Proceedings	2321
Item 4 Mine Safety Disclosures	2321
PART II	24
Item 5 Market for Common Equity, related Stockholders Matters, and Issuer Purchase of Equity Securities	2422
Item 6 reserved	2829
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 7A Qualitative and Qualitative Disclosures about Market Risk	3537
Item 8 Financial Statements and Supplementary Data	3537
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6938
Item 9A Controls and Procedures	6938
Item 9B Other Information	6938
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7038
PART III	71
Item 10 Directors, Executive Officers and Corporate Governance	7139
Item 11 Executive Compensation	7542
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8453
Item 13 Certain Relationships and Related Transactions and Director Independence	8554
Item 14 Principal Accountant Fees and Services	8554
PART IV	87
Item 15 Exhibits and Financial Statement Schedules	8756
Item 16 Exhibits	56
Signature	60

2ii

PART I

Item 1. Business

Company Background

Mobiquity Technologies, Inc. is(“Mobiquity,” a“we,” ~~next-generation~~“our,” or the “Company”) is an advertising technology, and data ~~compliance~~intelligence company ~~and~~that ~~intelligence~~develops ~~company~~software ~~which~~platforms ~~operates~~enabling ~~through~~digital ~~our~~advertising ~~various~~execution, ~~proprietary~~audience ~~software platforms.~~analytics, ~~Our~~and ~~product~~publisher ~~solutions~~monetization ~~are~~while supporting ~~comprised~~evolving ofprivacy ~~three~~and ~~proprietary~~data ~~software~~compliance ~~platforms:~~requirements.

Our technology infrastructure supports advertisers, agencies, publishers, and enterprise clients through three proprietary platforms:

	·	Advertising Technology Operating System (ATOS Platform)

	·	Data Intelligence Platform

	·	Publisher Platform for Monetization and Compliance

These platforms may operate independently or as an integrated technology stack providing end-to-end advertising and data management capabilities.

Our Products

The ATOS Platform

~~Our~~The ~~ATOS~~Advertising ~~platform blends artificial~~Technology ~~intelligence~~Operating ~~(or~~System AI(“ATOS”) ~~and~~is ~~machine~~our ~~learning~~core ~~(ML)~~programmatic ~~based~~advertising ~~optimization~~platform ~~technology~~designed ~~for~~to ~~automatic~~automate adthe ~~serving~~buying, ~~that~~selling, ~~manages~~delivery, and measurement of digital advertising inventory ~~and~~across ~~campaigns.~~mobile, ~~The~~desktop, ~~ATOS~~connected ~~platform:~~television (CTV), and other internet-connected devices.

·ATOS ~~creates~~incorporates anartificial intelligence ~~automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of digital advertising~~ (~~known as digital real estate~~“AI”) ~~targeted at users while engaged on their internet-connected TV, laptop, tablet, desktop computer, mobile,~~ and ~~over-the-top~~machine ~~(or~~learning ~~OTT~~(“ML”) ~~streaming~~technologies ~~media devices; and · gives advertisers the capability~~ to ~~understand~~optimize ~~and~~campaign ~~interact~~performance, ~~with~~automate ~~their audiences and engage them in a meaningful way by using ads in both image and video formats (known as rich media) to increase their awareness~~inventory management, ~~customer base~~ and ~~traffic~~improve toaudience ~~their e-commerce site, voting site or physical locations~~targeting.

~~(Screenshot~~Based ofon internal platform activity logs, ATOS ~~Platform~~processes ~~Campaign~~approximately ~~Management~~10 ~~landing~~billion ~~page~~advertising opportunities per day.)

Key capabilities include:

	·	Ad serving and demand-side platform functionality
	·	AI-driven campaign optimization
	·	Audience and location targeting
	·	Contextual targeting and identity graph integration
	·	Real-time analytics and campaign reporting
	·	Fraud detection and inventory quality tools
	·	Private marketplace capabilities

The ATOS platform consists primarily of proprietary internally developed technology supplemented by certain open-source software components.

~~Our~~Data ~~ATOS~~Intelligence ~~platform~~Platform ~~engages with an average of approximately 10 billion advertisement opportunities per day, based on our daily logs. Our sales and marketing strategy for our ATOS platform is focused on providing a de~~-~~fragmented~~ operating system that facilitates a considerably more efficient and effective way for advertisers and publishers to transact with each other. Our goal is to become the programmatic display advertising industry standard for brands directly and small and medium sized advertisers.MobiExchange

Our ~~ATOS~~Data ~~technology~~Intelligence ~~is proprietary~~Platform, ~~and~~marketed ~~primarily~~as ~~consists~~MobiExchange, ofprovides ~~know-how~~data ingestion, normalization, and ~~trade~~analytics ~~secrets~~capabilities ~~developed~~designed ~~internally,~~to astransform ~~well~~large asvolumes ~~certain~~of ~~open-source~~data into ~~software~~actionable insights for advertisers and enterprise clients.

~~Users~~The platform aggregates multiple forms of ~~the~~data ~~ATOS~~including ~~platform~~location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, ~~get~~MobiExchange ~~access~~enables customers to ~~benefits~~analyze ~~including among~~audiences, ~~other~~develop ~~things:~~marketing insights, and build custom data products.

·MobiExchange ~~ease~~is ofoffered ~~set~~primarily as up; · targeting features based on audience profiles and location and context through an in-house data management platform (or DMP); · Inventory management and yield optimization; · support for all rich media creators’ ad tags; · machine learning and AI powered optimization which aids in delivering a ~~higher click through rate on ad links; · support for third~~software-~~party trackers and custom scripts for make~~as-~~the~~a-~~most-of-your~~service ~~media~~ (~~or MOAT~~“SaaS”) ~~analytics,~~platform ~~Integral~~allowing Adusers ~~Science (or IAS), and forensics~~ to ~~enable~~access ~~independent verification by advertisers for transparency; · detailed campaign wrap-up reporting that gives a breakdown on publishers~~analytics, ~~categories~~segmentation, ~~demonstrations,~~ and devices to better understand advertisement campaign performance; · access to business intelligence via an analytics dashboard; · advanced ad targeting; · easy campaign uploading; · automated performance optimization; · real time reporting; ~~· fraud prevention~~ tools; ~~and~~through a ·self-service ~~24x7 support, along with guided managed services to enable users to rapidly harness and operate all the features of the ATOS platform~~environment.

~~Our~~The ~~ATOS~~ platform ~~includes:~~is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.

·CMOne ~~Adserver;~~Publisher ~~· Demand Side~~ Platform; ·(Formerly ~~Advertisement quality tools; · Analytics dashboard; · Avails Engine;~~AdHere)

2Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.

·CMOne ~~Advertisement~~represents ~~prediction~~an ~~and~~enhanced version ~~delivery~~of tools; · Supply quality tools; · Private marketplace tools; · Audience and location targeting; · Wrap up reports; · An Advertisement software development kit (or SDK); · Prebid adaptor; · contextual targeting; · identity graph capabilities; · cookie syncing; and · the ~~updated~~original ~~version~~AdHere ofplatform ~~our quality~~ and ~~security~~incorporates ~~tools,~~expanded ~~among~~functionality ~~other things for our ATOS platform.~~including:

~~Data~~· ~~Intelligence~~AI-assisted ~~Platform~~campaign optimization · First-party data activation and audience segmentation · Integrated privacy and consent management tools · Direct advertising sales management · Programmatic inventory monetization tools

~~Our~~The ~~data~~platform ~~intelligence~~addresses ~~platform~~industry ~~provides~~changes ~~precise~~resulting ~~data~~from ~~and~~increased ~~insights~~privacy onregulation ~~consumer’s real-world behavior~~ and ~~trends for use in marketing and research. Our data intelligence platform technology allows for~~ the ~~ingestion~~decline ~~and normalization~~ of ~~various~~third-party ~~data sources~~identifiers, ~~such~~enabling aspublishers ~~location~~to ~~data,~~maintain ~~transactional data, contextual~~control ~~data,~~over ~~and search data to reach the right target~~ audience ~~with the right message. Utilizing massively parallel cluster computing and machine learning algorithms and technology, our~~ data ~~intelligence~~while ~~solutions~~monetizing ~~make~~digital ~~available~~inventory ~~actionable~~in ~~data~~a ~~for~~compliant ~~marketers, researchers and application publishers through an automated platform~~manner. ~~We are seeking to generate several revenue streams from our data collection and analysis, including, among other things; advertising, data licensing, and custom research.~~

(Screenshot of Data Intelligence HomeGraph landing page.)

We also offer a self-service alternative through our MobiExchange product, which is a SaaS fee model. MobiExchange is a data focused technology solution that enables individuals and companies to rapidly build actionable data and insights for their own use. MobiExchange’s easy-to-use, self-service tools allow users to reduce the complex technical and financial barriers typically associated with turning offline data, and other business data, into actionable digital products and services. MobiExchange provides out-of-the-box private labeling, flexible branding, content management, user management, user communications, subscriptions, payment, invoices, reporting, gateways to third party platforms, and help desk among other things.

Our data intelligence platform is hosted and managed on Amazon Web Service (AWS) and takes full advantage of open standards for processing, storage, security and big data technology. Specifically, our data intelligence platform uses the following AWS services: EC2, Lambda, Kafka, Kinesis, S3, Storm, Spark, Machine Learning, RDS, Redshift, Elastic Map Reduction, CloudWatch, DataBricks, and Elastic Search Service with built-in Kibana integration.

Publisher Platform for Monetization and Compliance

Our Content publisher platform is a single-vendor ad tech operating system that allows publishers to better monetize their opt-in user data and advertising inventory. The platform includes tools for: consent management, audience building, a direct advertising interface and inventory enhancement. Due to the much publicized developments in privacy and data security laws and regulations (such as the European Union’s General Data Protection Regulation or GDPR and the California Consumer Privacy Act of 2018 or CCPA by way of example) along with Apple and Google’s removal of identifiers, we believe that content publishers are facing two material issues: increased costs due to privacy compliance rules, and decreased revenue due to the restrictions selling user identifier data to third parties. We believe this is causing a paradigm shift in the publishing market. Previously content publishers could provide user identifier information to demand-side platforms (or DSP’s) to create user profiles for audience targeting. Now both the user identifier data and the functionality to create profiled data segments from that identifier data (known as first party data) must be owned by the content publisher. Additionally, publishers must also manage the targeting of their audiences in-house utilizing this identifier and targeting data. We recently launched our SaaS publisher platform in response to these needs.

All Publisher data is siloed and secured, using the highest industry standards, optimizing compliance with privacy and data laws that may be applicable. Our platform helps publishers worry less about the integrity of their first party data and allows them to focus on effectively monetizing their inventory.

Users of the publisher platform get access to benefits of our publisher platform, including among other things:

· A Consent Manager for publishers to meet all privacy requirements in connection with their collection of an audience’s data. · An Audience Builder to build detailed databases of targeted audiences from the user identifier data. · A Direct Purchase Interface to increase revenue from direct advertising sales to target audiences; and · An Inventory Enhancer to enhance the publisher’s supply of audience data with compliant meta-tags.

(Screenshot of Publisher Platform Audience Management landing page.)

We believe that irrespective of whether a publisher chooses to engage with us to use our publisher platform or not, they will need to find a solution that allows advertisers to advertise to the publisher’s audience directly through the publisher.

Our Strategy

We are a cutting-edge AdTech company at the forefront of data-driven advertising, publisher compliance, and monetization solutions. With a commitment to innovation, we have positioned ourselves as a next-generation player in the industry, providing a comprehensive suite of services through our three proprietary technology platforms.

ATOS Platform:

The ATOS platform is a cornerstone of Mobiquity’s offerings. This advanced platform leverages data analytics and cutting-edge technology to deliver targeted and effective advertising solutions. By harnessing the power of data, ATOS enables advertisers to reach their desired audience with precision, maximizing the impact of their advertising and awareness campaigns. As an all-in-one advertising technology operating system (ATOS) is a single-vendor, end-to-end solution designed to simplify and enhance digital advertising campaigns by leveraging artificial intelligence (AI) and machine learning (ML) optimization, the platform ensures precision targeting, high performance and seamless campaign management.

MobiExchange Data Intelligence Platform:

Mobiquity’s MobiExchange is a data intelligence platform designed to empower businesses with valuable insights. This platform facilitates the seamless exchange of data, allowing clients to make informed decisions based on real-time information. MobiExchange plays a pivotal role in enhancing the effectiveness of advertising strategies by providing a robust foundation of data-driven intelligence.

AdHere Publisher Platform:

The AdHere Publisher platform addresses the critical aspect of publisher compliance and monetization. This platform empowers publishers to navigate the complex landscape of compliance requirements seamlessly. Additionally, it offers monetization opportunities for publishers, creating a win-win scenario where content creators can thrive while adhering to industry standards.

Integrated Revenue Streams:

One of the distinctive features of our company is its anticipated ability to generate revenue through three independent yet synergistic streams. Each platform - ATOS, MobiExchange, and AdHere contributed to the overall financial results of the company in 2024. This integrated approach allows us to adapt to the evolving needs of the market and provide comprehensive solutions to its clients.

Versatile Collaboration:

Our platforms are designed to work independently, providing specialized solutions for specific needs. Simultaneously, the platforms seamlessly integrate with each other, offering clients the flexibility to create customized, end-to-end solutions that cater to diverse requirements. This versatility positions us as a dynamic and adaptable partner in the rapidly evolving landscape.

In summary, Mobiquity Technologies, Inc. is not merely an AdTech company; it combines innovation, data-driven precision, and versatility to redefine the standards of advertising, data intelligence, publisher compliance and monetization. With our proprietary platforms, our company continues to provide clients with the tools they need to thrive in the digital marketplace.

Our Revenue Sources

WeThe ~~target~~Company ~~publishers,~~generates ~~brands, advertising agencies and other advertising technology companies as our audience for our three platform products. We generate~~ revenue ~~from our~~primarily ~~platforms~~ through two ~~verticals~~operating models:

·Platform ~~The~~Licensing. ~~first~~Clients license ~~is licensing~~ one or more of our platforms ason a ~~white-label~~SaaS ~~product for use by advertising agencies, demand-side platforms (~~or ~~DSP’s), brands and publishers. Under the~~ white-label ~~scenario,~~basis ~~the user licenses a platform from us~~ and ispay ~~responsible~~fees ~~for~~typically ~~running~~based ~~its own business operations and is billed a percentage of amounts spent~~ on ~~advertising run through the~~ platform. ·usage ~~The~~or ~~second revenue stream is~~ a ~~managed services model, in which, the user is billed a higher~~ percentage of advertising ~~revenue run through a platform, but all services are managed by us~~spend.

5Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.

Our customers include advertising agencies, brands, publishers, and other advertising technology companies.

Our Strategic Partnership with Context Networks

OnIn November ~~12,~~ 2024, we ~~announced~~expanded ~~the expansion of~~ our strategic partnership with Context Networks, ~~and~~a ~~the~~company ~~rollout~~focused ofon ~~their~~advertising ~~advanced~~technology ~~ad tech solution~~ for ~~casinos, seamlessly integrating digital ads into slot machines to enhance player engagement. This innovative approach not only transforms the in-~~casino ~~experience but also extends advertising across mobile~~ and ~~CTV platforms, reconnecting with players after~~ ~~they leave. With plans for a broader rollout, we believe this technology is poised to set a new standard in multi-platform advertising within the~~ gaming ~~industry~~environments. ~~Furthermore, management believes that the aforementioned strategic partnership will have a significant favorable impact on our results of operations in fiscal 2025 and beyond.~~

WeThrough this ~~believe~~partnership, ~~that by combining Context~~Mobiquity’s ~~innovation~~advertising intechnology ~~gaming-specific~~platform supports targeted advertising ~~with~~across ~~Mobiquity’s~~gaming ~~programmatic~~machines, ~~expertise~~casino kiosks, mobile weapplications, ~~are~~and ~~creating~~digital adisplays ~~first-of-its-kind platform~~within ~~that:~~casino ecosystems.

•Initial deployments ~~Brings~~have ~~programmatic~~included ~~precision~~installations ~~into~~across ~~the~~entertainment ~~gaming~~venues ~~industry with unmatched targeting~~ and ~~real-time~~gaming ~~delivery.~~locations •in ~~Establishes~~Wisconsin ain ~~scalable~~partnership ~~marketplace~~with ~~that~~River ~~connects~~City Amusements ~~advertisers~~ and ~~publishers~~WarHorse ~~seamlessly~~Gaming ~~across~~in ~~gaming~~Nebraska ~~and~~through ~~digital~~NRT ~~environments~~Technology. •These ~~Sets~~deployments ~~the~~convert ~~stage~~existing ~~for expansion beyond~~ gaming ~~into~~displays ~~broader~~and ~~programmatic~~various ~~opportunities,~~venue screens ~~positioning~~into usmonetizable asdigital aadvertising ~~future leader in the space~~inventory.

~~This~~Management ~~partnership~~believes ~~isn’t just~~this ~~about~~partnership ~~disrupting~~positions the ~~gaming~~Company ~~industry—it’s~~to ~~about~~participate ~~building~~in athe emerging ~~tech-driven~~convergence ~~platform~~of ~~that~~gaming, ~~could~~retail ~~rival~~media, ~~current~~and ~~industry~~digital ~~leaders in~~advertising ~~its reach and impact~~technologies.

Casino Advertising Network Exposure

Through our partnership with Context Networks, Mobiquity provides the core advertising technology infrastructure powering advertising delivery within casino gaming environments.

Management believes Mobiquity is currently the only publicly traded advertising technology company with exposure to a programmatic advertising network integrated directly into casino gaming devices and related gaming infrastructure.

This ecosystem enables advertisers to reach consumers across multiple casino touchpoints including gaming machines, financial kiosks, digital signage, and loyalty applications. The network also allows casino operators to generate non-gaming revenue from existing digital assets without significant new capital investment.

Our Intellectual Property

Our technology portfolio ~~of technology~~ consists primarily of ~~various intellectual property including~~ proprietary ~~source code~~software, ~~trade secrets and know-how that we have developed internally. We own our technology~~algorithms, ~~although we use open-source software for certain aspects, and we protect it though~~ trade secrets ~~and confidentiality requirements set out in our employee handbook which each employee acknowledges~~, and ~~assigning~~internally ~~any~~developed ~~technology~~systems ~~creations~~supporting ~~and improvements to us. We also have two patents that relate to~~ our ~~location-based mobile~~ advertising ~~technology business which we are not operating. These patents~~ and ~~patents~~data ~~pending are not material to, or used in, our platform related technology that we use in our current operations~~platforms.

We protect our intellectual property through confidentiality agreements, internal security policies, and employee invention assignment agreements.

The Company also owns two patents related to legacy mobile location-based advertising technologies that are not material to our current operations.

Governmental Regulations

~~Federal,~~Our ~~state,~~business ~~and~~is ~~international laws~~subject ~~and regulations govern the collection, use, retention, sharing and security of data that we collect. We strive~~ to ~~comply with all~~ ~~applicable~~various laws, ~~regulations, self-regulatory requirements,~~ and ~~legal~~regulations ~~obligations~~governing ~~relating~~data to privacy, ~~data protection and~~ consumer protection, ~~including~~ ~~those relating to the use of data for marketing purposes. As we develop~~ and ~~provide~~digital ~~solutions~~advertising that address new market segments, we may become subject to additional laws and regulations, which could create unexpected liabilities for us, cause us to incur additional costs or restrict our operations. From time to time, we may be notified of or otherwise become aware of additional laws and regulations that governmental organizations or others may claim should be applicable to our business. Our failure to anticipate the application of these laws and regulations accurately, or other failure to comply, could create liability for us, result in adverse publicity or cause us to alter our business practices~~, which could cause our net revenues to decrease, our costs to increase or our business otherwise to be harmed~~. ~~See “Item 1A.”~~

WeThese ~~are subject to general business~~ regulations ~~and~~ include laws asrelating ~~well~~to ~~as regulations and laws specifically governing~~ the ~~internet~~collection, ~~e-commerce~~storage, and ~~m-commerce~~use ~~in a number~~ of ~~jurisdictions~~consumer around the world. Existing and future regulations and laws could impede the growth of the Internet, e-commerce, m-commerce, or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts, electronic communications, and consumer protection. It is not clear how existing laws and regulations governing issues such as ~~property ownership, sales and other taxes, libel and personal privacy apply to~~ the ~~Internet as~~European ~~the~~Union’s ~~vast~~General ~~majority~~Data ofProtection ~~these laws and regulations were adopted prior to the advent of the Internet and do not contemplate or address~~Regulation ~~the~~(“GDPR”) ~~unique issues raised by the Internet, e-commerce or m-commerce. It is possible that general business regulations~~ and ~~laws, or those specifically governing~~ the ~~Internet,~~California ~~e-commerce~~Consumer orPrivacy ~~m-commerce~~Act ~~may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. See~~ (“Risk Factors—Our business practices with respect to data and consumer protection could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy, data protection and consumer protectionCCPA”; and “Risk Factors-- Changes in consumer sentiment or laws, rules or regulations regarding tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect data on consumer shopping behavior).”

6Changes in these laws or their interpretation may increase compliance costs or require modifications to our technology platforms or business practices.

Competition

We ~~compete~~operate in ~~the programmatic~~competitive ~~advertising,~~segments ~~data management, and user compliance management industries and in all other facets~~ of ~~our business against small, medium and large companies throughout~~ the ~~United~~advertising States. Some examples include companies such as Liveramp, The TradeDesk and OneTrust. Although we can give no assurance that our business will be able to compete against other companies with greater experience and resources, we believe we have a competitive advantage with our proprietary software and technology ~~platform based on our view that our competitor’s products do not provide the end-to-end solutions that our product solutions do,~~ and ~~their~~data ~~minimum~~analytics ~~fees are substantially higher than ours for a comparative suite of solutions~~industries. ~~See “Risk Factors — We face intense and growing competition, which could result in reduced sales and reduced operating margins and limit our market share.”~~

Competitors include companies offering advertising infrastructure, identity resolution services, and privacy compliance tools, including LiveRamp, The Trade Desk, and OneTrust.

Many of our competitors have greater financial and operational resources. We believe our competitive positioning is supported by our integrated technology stack combining advertising infrastructure, data intelligence, and publisher monetization capabilities.

Employees and Contractors

As of March ~~14,~~ ~~2025~~2026, wethe ~~have~~Company has 8eight employees, including executive management, ~~technical~~engineering personnel, ~~salespeople~~sales personnel, and ~~support~~administrative staff ~~employees~~. We also ~~utilize~~engage independent ~~several~~contractors ~~additional~~and consulting firms~~/persons~~ ~~who provide services~~ to ussupport ondevelopment aand ~~non-exclusive~~operational ~~basis as independent consultants~~functions.

Customers

For fiscal ~~2024~~2025 and ~~2023~~2024, ~~sales of our products to~~ two customers ~~generated~~accounted for approximately 5885% and 7358% of our revenues, respectively. ~~Our~~Customer contracts ~~with our customers~~ generally do not ~~obligate~~require ~~them to a specified~~ long-term commitments and ~~they~~may ~~can~~be ~~generally~~terminated ~~terminate their relationship~~ with uslimited ~~at any time with a minimal amount of~~ notice.

Corporate Structure

WeMobiquity ~~operate~~conducts ~~our business through~~operations through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc. Our corporate structure is as follows:

~~Reports~~Reporting to ~~Securities~~Security Holders

We ~~provide~~file an annual, ~~report that~~quarterly, ~~includes~~and ~~audited~~current ~~financial~~reports ~~information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance~~ with the ~~disclosure rules for a small business issuer under the Exchange Act~~U. ~~We are subject to disclosure filing requirements including filing Annual Reports on Form 10-K annually and Quarterly Reports on Form 10-Q quarterly~~S. InSecurities ~~addition, we will file Current Reports on Form 8-K~~ and ~~other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the Securities and~~ Exchange Commission (“SEC”), including ~~our~~ Forms 10-K, 10-Q, and 8-K. ~~and~~These ~~registration statements and proxy and information statements, at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549, or you can read our SEC~~ filings ~~over~~are ~~the~~available ~~Internet~~through at the SEC’s website at ~~http://~~www.sec.gov.

~~The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.~~5

Item 1A. Risk Factors

AnInvesting ~~investment~~ in our ~~securities is~~Common ~~highly~~Stock ~~speculative,~~ involves a high degree of risk. ~~and~~Before ~~should~~investing bein ~~made~~our ~~only~~Common byStock, ~~investors~~you ~~who~~should ~~can~~carefully ~~afford~~consider athe ~~complete~~risks ~~loss.~~described Ifbelow, ~~any~~as ofwell as the ~~following~~other ~~risks~~information ~~actually~~in ~~occurs~~this Form 10-K, ~~then~~including our ~~business,~~consolidated financial ~~condition~~statements orand ~~results~~the ofrelated ~~operations~~notes. ~~could~~In beaddition, ~~materially~~we may ~~adversely~~face ~~affected~~additional risks and uncertainties not currently known to us, or which as of the ~~trading~~date of ~~our~~this ~~common~~registration ~~stock~~statement ~~could~~we might ~~decline,~~not ~~and~~consider ~~you~~significant, which may ~~lose~~adversely ~~all~~affect orour ~~part~~business. If any of ~~your~~the ~~investment~~following ~~therein~~risks occur, our business, financial condition and results of operations could be materially adversely affected. In ~~addition~~such tocase, the ~~risks~~trading ~~outlined below,~~price ~~risks~~of ~~and~~our ~~uncertainties~~Common Stock ~~not~~could ~~presently~~decline ~~known~~due to usany orof ~~that~~these werisks ~~currently~~or ~~consider~~uncertainties, ~~immaterial~~and you may ~~also~~lose ~~impair~~part ~~our~~or ~~business~~all ~~operations~~of your investment. Potential risks and uncertainties that could affect our operating results and financial condition include, without limitation, the following:

Risks Relating to our Business Operations

We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the past several fiscal years.

To date, we have not been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December 31, ~~2024~~2025, and ~~2023~~2024, we reported net losses of $810,~~593~~434,~~182~~289 and $68,~~533~~593,~~117~~182, respectively, and net cash used in operating activities of $25,~~406~~355,~~881~~051 and $42,~~395~~406,~~868~~881, respectively. As of December 31, ~~2024~~2025, we had an aggregate accumulated deficit of $~~225~~236,~~633~~067,~~521~~810. Our operating losses for the past several years are primarily attributable to the transformation of our company into an advertising technology corporation. We can provide no assurances that our operations will generate consistent or predictable revenue or be profitable in the foreseeable future. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern, and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the past several fiscal years. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern and our plan for future liquidity.

We cannot predict our future capital needs and we may not be able to secure additional financing.

We have substantial ~~funds~~ funds since formation to support our transformation from an integrated marketing company to a technology company. Since we might be unable to generate recurring or predictable revenue or cash flow to fund our operations, we will likely need to seek additional (perhaps substantial) equity or debt financing even following this offering to provide the capital required to maintain or expand our operations. We expect that we will also need additional funding for developing products and services, increasing our sales and marketing capabilities, and acquiring complementary companies, technologies, and assets (there being no such acquisitions which we have identified or are pursuing as of the date of this ~~Prospectus~~Form 10-K), as well as for working capital requirements and other operating and general corporate purposes. We cannot predict our future capital needs with precision, and we may not be able to secure additional financing on terms satisfactory to us, if at all, which could lead to termination of our business. If we elect to raise additional funds or additional funds are required, we may seek to raise funds from time to time through public or private equity offerings, debt financings or other financing alternatives. Additional equity or debt financing may not be available on acceptable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing operational development and commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

If we raise additional funds by issuing equity securities, our shareholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected, and we may be unable to continue our operations. Failure to secure additional financing on favorable terms could have severe adverse consequences to us.

Our revenue declined significantly in 2025, and our future revenue may remain volatile.

Revenue for the year ended December 31, 2025 declined approximately 95% from the prior year. A significant portion of 2024 revenue was derived from political advertising activity that did not recur in 2025. In addition, our remaining recurring revenue base declined due to reduced customer activity and customer concentration. Political advertising revenue is cyclical and may not recur at comparable levels in future periods, and there can be no assurance that revenue from our software platforms, managed services arrangements, or strategic partnerships will offset prior declines. As a result, our operating results may continue to vary significantly from period to period.

We may be required to record impairment charges related to capitalized software development costs.

As of December 31, 2025, we carried approximately $2.5 million of capitalized software development costs. Because our current revenue is limited and future cash flows depend on successful commercialization and adoption of our platforms, changes in expected revenue growth, customer demand, implementation timing, or strategic priorities may indicate that the carrying value of these assets is not recoverable. If projected future cash flows do not support the carrying value of these assets, we may be required to record material impairment charges, which could adversely affect our results of operations and financial condition.

We are dependent on key strategic partnerships, including our relationship with Context Networks.

Our growth strategy is dependent, in part, on our strategic partnership with Context Networks and related distribution partners. If these relationships are terminated, delayed, or fail to scale as expected, our ability to generate revenue from emerging advertising channels could be materially adversely affected.

Our expansion into casino and gaming-based advertising environments involves significant execution risk.

We are pursuing growth opportunities in casino and gaming-based advertising environments, which represent an emerging market. There can be no assurance that advertisers will adopt this channel at scale, that casino operators will continue to support deployment, or that revenue will develop as anticipated. Failure of this market to mature could materially adversely affect our business.

Our artificial intelligence capabilities may not perform as expected.

Our platforms incorporate artificial intelligence and machine learning technologies. These technologies may not perform as expected, may produce inaccurate or suboptimal results, and require ongoing development. If our AI capabilities do not deliver measurable improvements, our competitive position and customer relationships may be adversely affected.

Forecasts of our revenue are difficult.

When purchasing our products and services, our clients and prospects are often faced with a significant commitment of capital, the need to integrate new software and/or hardware platforms and other changes in company-wide operational procedures, all of which result in cautious deliberation and evaluation by prospective clients, longer sales cycles, and delays in completing transactions. Additional delays result from the significant up-front expenses and substantial time, effort, and other resources necessary for our clients to implement our solutions. For example, depending on the size of a prospective client’s business and its needs, a sales cycle can range from two weeks to 12 months. Because of these longer sales cycles, revenues and operating results may vary significantly from period to period. As a result, it is often difficult to accurately forecast our revenues for any fiscal period as it is not always possible for us to predict the fiscal period in which sales will actually be completed. This difficulty in predicting revenue, combined with the revenue fluctuations we may experience from period to period, can adversely affect and cause substantial fluctuations in our stock price.

The reliability of our product solutions is dependent on data from third parties and the integrity and quality of that data.

Much of the data that we use is licensed from third-party data suppliers, and we are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if our data suppliers were to withhold their data from us. For example, data suppliers could withhold their data from us if there is a competitive reason to do so; if we breach our contract with a supplier; if they are acquired by one of our competitors; if legislation is passed restricting the use or dissemination of the data they provide; or if judicial interpretations are issued restricting use of such data. Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality standards. If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we sever ties with our data suppliers based on their inability to meet our data standards, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenues.

The reliability of our solutions depends upon the integrity and quality of the data in our database. A failure in the integrity or a reduction in the quality of our data could cause a loss of customer confidence in our solutions, resulting in harm to our brand, loss of revenue and exposure to legal claims. We may experience an increase in risks to the integrity of our database and quality of our data as we move toward real-time, non-identifiable, consumer-powered data through our products. We must continue to invest in our database to improve and maintain the quality, timeliness, and coverage of the data if we are to maintain our competitive position. Failure to do so could result in a material adverse effect on our business, growth, and revenue prospects.

Our business practices with respect to data and consumer protection could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy, data protection and consumer protection.

Federal, state, and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect. We strive to comply with all applicable laws, regulations, self-regulatory requirements, and legal obligations relating to privacy, data protection and consumer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot assure you that our practices have complied, comply, or will comply fully with all such laws, regulations, requirements, and obligations. Any failure, or perceived failure, by us to comply with federal, state, or international laws or regulations, including laws and regulations regulating privacy, data security, marketing communications or consumer protection, or other policies, self-regulatory requirements or legal obligations could result in harm to our reputation, a loss in business, and proceedings or actions against us by governmental entities, consumers, retailers, or others. We may also be contractually liable to indemnify and hold harmless performance marketing networks or other third parties from the costs or consequences of noncompliance with any laws, regulations, self-regulatory requirements, or other legal obligations relating to privacy, data protection and consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any such proceeding or action, and any related indemnification obligation, could hurt our reputation, force us to incur significant expenses in defense of these proceedings, distract our management, increase our costs of doing business and cause consumers and retailers to decrease their use of our marketplace, and may result in the imposition of monetary liability. Furthermore, the costs of compliance with, and other burdens imposed by, the data and privacy laws, regulations, standards, and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our products.

A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation, and results of operations. Our business requires the storage, transmission, and utilization of data. Although we have security and associated procedures, our databases may be subject to unauthorized access by third parties. Such third parties could attempt to gain entry to our systems for the purpose of stealing data or disrupting the systems. We believe we have taken appropriate measures to protect our systems from intrusion, but we cannot be certain that advances in criminal capabilities, discovery of new vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information we possess. Furthermore, we face increasing cyber security risks as we receive and collect data from new sources, and as we and our customers continue to develop and operate in cloud-based information technology environments. In the event that our protection efforts are unsuccessful, and we experience an unauthorized disclosure of confidential information or the security of such information or our systems are compromised, we could suffer substantial harm. Any breach could result in one or more third parties obtaining unauthorized access to our customers’ data or our data, including personally identifiable information, intellectual property and other confidential business information. Such a security breach could result in operational disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues. Also, whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future and deterring data suppliers from supplying us data. Further, we could be forced to expend significant resources in response to a security breach, including repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims, all of which could divert the attention of our management and key personnel away from our business operations. In any event, a significant security breach could materially harm our business, financial condition and operating results.

Significant system disruptions, loss of data center capacity or interruption of telecommunication links could adversely affect our business and results of operations.

Our product platforms are hosted and managed on Amazon Web Service (AWS) and takes full advantage of open standards for processing, storage, security, and big data technology. Specifically, our data intelligence platform uses the following AWS services: EC2, Lambda, Kafka, Kinesis, S3, Storm, Spark, Machine Learning, RDS, Redshift, Elastic Map Reduction, CloudWatch, DataBricks, and Elastic Search Service with built-in Kibana integration. Significant system disruptions, loss of data center capacity or interruption of telecommunication links could adversely affect our business, results of operations and financial condition. Our business is heavily dependent upon highly complex data processing capability. The ability of our platform hosts and managers to protect these data centers against damage or interruption from fire, flood, tornadoes, power loss, telecommunications or equipment failure or other disasters is beyond our control and is critical to our ability to succeed.

We rely on information technology to operate our business and maintain competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of information technologies and systems. As our operations grow in size and scope, we will be required to continuously improve and upgrade our systems and infrastructure while maintaining or improving the reliability and integrity of our infrastructure. Our future success also depends on our ability to adapt our systems and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our solutions in response to competitive services and product offerings. The emergence of alternative platforms will require new investment in technology. New developments in other areas, such as cloud computing, could also make it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner.

Our technology and associated business processes may contain undetected errors, which could limit our ability to provide our services and diminish the attractiveness of our offerings.

Our technology may contain undetected errors, defects, or bugs. As a result, our customers or end users may discover errors or defects in our technology or the systems incorporating our technology may not operate as expected. We may discover significant errors or defects in the future that we may not be able to fix. Our inability to fix any of those errors could limit our ability to provide our solution, impair the reputation of our brand and diminish the attractiveness of our product offerings to our customers. In addition, we may utilize third party technology or components in our products, and we rely on those third parties to provide support services to us. Failure of those third parties to provide necessary support services could materially adversely impact our business.

We need to protect our intellectual property, or our operating results may suffer.

Third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights. As our business is focused on data-driven results and analytics, we rely heavily on proprietary information technology. Our proprietary portfolio consists of various intellectual property including source code, trade secrets, and know-how. The extent to which such rights can be protected is substantially based on federal, state and common law rights as well as contractual restrictions. The steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. If we do not enforce our intellectual property rights vigorously and successfully, our competitive position may suffer which could harm our operating results.

We could incur substantial costs and disruption to our business as a result of any claim of infringement of another party’s intellectual property rights, which could harm our business and operating results.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation, which could divert the attention of our management and key personnel away from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all or could subject us to significant damages or to an injunction against development and sale of certain of our products or services.

We face intense and growing competition, which could result in reduced sales and reduced operating margins and limit our market share.

We compete in the data, marketing, and research business and in all other facets of our business against small, medium and large companies throughout the United States. Some examples include companies such as LiveRamp, The TradeDesk and OneTrust. If we are unable to successfully compete for new business our revenue growth and operating margins may decline. The market for our advertising and marketing technology operating system platform is competitive. We believe that our competitors’ product offerings do not provide the end-to-end solutions our product solutions do, and their minimum fees are substantially higher than ours for a comparative suite of solutions. However, barriers to entry in our markets are relatively low. With the introduction of new technologies and market entrants, we expect competition to intensify in the future. Some of these competitors may be in a better position to develop new products and strategies that more quickly and effectively respond to changes in customer requirements in our markets. The introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. Our failure to meet a client’s expectations in any type of contract may result in an unprofitable engagement, which could adversely affect our operating results and result in future rejection of our products and services by current and prospective clients. Some of our principal competitors offer their products at a lower price, which may result in pricing pressures. These pricing pressures and increased competition generally could result in reduced sales, reduced margins or the failure of our product and service offerings to achieve or maintain more widespread market acceptance. Many of our competitors are substantially larger than we are and have significantly greater financial, technical, and marketing resources, and have established direct and indirect channels of distribution. As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can.

Many of our competitors are substantially larger than we are and have significantly greater financial, technical, and marketing resources, and have established direct and indirect channels of distribution. As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can.

We can provide no assurance that our business will be able to maintain a competitive technology advantage in the future.

Our ability to generate revenues is substantially based upon our proprietary intellectual property that we own and protect through trade secrets and agreements with our employees to maintain ownership of any improvements to our intellectual property. Our ability to generate revenues now and in the future is based upon maintaining a competitive technology advantage over our competition. We can provide no assurances that we will be able to maintain a competitive technology advantage in the future over our competitors, many of whom have significantly more experience, more extensive infrastructure and are better capitalized than us.

No assurances can be given that we will be able to keep up with a rapidly changing business information market.

Consumer needs and the business information industry as a whole are in a constant state of change. Our ability to continually improve our current processes and products in response to these changes and to develop new products and services to meet those needs are essential in maintaining our competitive position and meeting the increasingly sophisticated requirements of our customers. If we fail to enhance our current products and services or fail to develop new products in light of emerging industry standards and information requirements, we could lose customers to current or future competitors, which could result in impairment of our growth prospects and revenues.

The market for programmatic advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, growth prospects and financial condition would be adversely affected.

A substantial portion of our revenue has been derived from customers that programmatically purchase and sell advertising inventory through our platform. We expect that spending on programmatic ad buying and selling will continue to be a significant source of revenue for the foreseeable future, and that our revenue growth will largely depend on increasing spend through our platform. The market for programmatic ad buying is an emerging market, and our current and potential customers may not shift quickly enough to programmatic ad buying from other buying methods, reducing our growth potential. Because our industry is relatively new, we will encounter risks and difficulties frequently encountered by early-stage companies in similarly rapidly evolving industries, including the need to:

· Maintain our reputation and build trust with advertisers and digital media property owners; · Offer competitive pricing to publishers, advertisers, and digital media agencies; · Maintain quality and expand quantity of our advertising inventory; · Continue to develop, launch, and upgrade the technologies that enable us to provide our solutions; · Respond to evolving government regulations relating to the internet, telecommunications, mobile, privacy, marketing, and advertising aspects of our business; · Identify, attract, retain, and motivate qualified personnel; and · Cost-effectively manage our operations, including our international operations.

	·	Continue to develop, launch, and upgrade the technologies that enable us to provide our solutions;

	·	Respond to evolving government regulations relating to the internet, telecommunications, mobile, privacy, marketing, and advertising aspects of our business;

	·	Identify, attract, retain, and motivate qualified personnel; and

	·	Cost-effectively manage our operations, including our international operations.

If the market for programmatic ad buying deteriorates or develops more slowly than we expect, it could reduce demand for our platform, and our business, growth prospects and financial condition would be adversely affected.

Our failure to maintain and grow the customer base on our platform may negatively impact our revenue and business.

To sustain or increase our revenue, we must regularly add both new advertiser customers and publishers, while simultaneously keeping existing customers to maintain or increase the amount of advertising inventory purchased through our platform and adopt new features and functionalities that we add to our platform. If our competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with ours, our ability to sell access to our platform to new or existing customers could be impaired. Our agreements with our customers allow them to change the amount of spending on our platform or terminate our services with limited notice. Our customers typically have relationships with different providers and there is limited cost to moving budgets to our competitors. As a result, we may have limited visibility as to our future advertising revenue streams. We cannot assure you that our customers will continue to use our platform or that we will be able to replace, in a timely or effective manner, departing customers with new customers that generate comparable revenue. If a major customer representing a significant portion of our business decides to materially reduce its use of our platform or to cease using our platform altogether, it is possible that our revenue could be significantly reduced.

We rely substantially on a limited number of customers for a significant percentage of our sales.

For the years ended December 31, ~~2024~~2025, and ~~2023~~2024, total sales of our products to two customers represented approximately 5864% and 7358% of our revenues, respectively. Our contracts with our customers generally do not obligate them to a specified term and they can generally terminate their relationship with us at any time with a minimal amount of notice. If we lose any of our customers, or any of them decide to scale back on purchases of our products, it will have a material adverse effect on our financial condition and prospects. Therefore, we must engage in continual sales efforts to maintain revenue, sustain our customer relationships, and expand our client base or our operating results will suffer. If a significant client fails to renew a contract or renews the contract on terms less favorable to us than before, our business could be negatively impacted if additional business is not obtained to replace or supplement that which was lost. We may require additional financial resources to expand our internal and external sales capabilities, although we plan to use a portion of the net proceeds of this offering for this purpose. We cannot assure that we will be able to sustain our customer relationships and expand our client base. The loss of any of our current customers or our inability to expand our customer base will have a material adverse effect on our business plans and prospects.

If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers and publishers and our revenue and results of operations may decline.

Our industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction by our competitors of new and enhanced offerings. We must constantly make investment decisions regarding our offerings and technology to meet customer demand and evolving industry standards. We may make wrong decisions regarding these investments. If new or existing competitors have more attractive offerings or functionalities, we may lose customers or customers may decrease their use of our platform. New customer demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or business model. If we fail to adapt to our rapidly changing industry or to evolving customer needs, demand for our platform could decrease and our business, financial condition and operating results may be adversely affected.

We may not be able to integrate, maintain and enhance our advertising solutions to keep pace with technological and market developments.

The market for digital video advertising solutions is characterized by rapid technological change, evolving industry standards and frequent introductions of new products and services. To keep pace with technological developments, satisfy increasing publisher and advertiser requirements, maintain the attractiveness and competitiveness of our advertising solutions and ensure compatibility with evolving industry standards and protocols, we will need to anticipate and respond to varying product lifecycles, regularly enhance our current advertising solutions and develop and introduce new solutions and functionality on a timely basis. This requires significant investment of financial and other resources. For example, we will need to invest significant resources into expanding and developing our platforms in order to maintain a comprehensive solution. Ad exchanges and other technological developments may displace us or introduce an additional intermediate layer between us and our customers and digital media properties that could impair our relationships with those customers.

If we fail to detect advertising fraud, we could harm our reputation and hurt our ability to execute our business plan.

As we are in the business of providing services to publishers, advertisers, and agencies, we must deliver effective digital advertising campaigns. Despite our efforts to implement fraud protection techniques in our platforms, some of our advertising and agency campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by computers designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given digital advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity because we do not own content and rely in part on our digital media properties to control such activity. Industry self-regulatory bodies, the U.S. Federal Trade Commission and certain influential members of Congress have increased their scrutiny and awareness of, and have taken recent actions to address, advertising fraud and other malicious activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business.

The loss of advertisers and publishers as customers could significantly harm our business, operating results, and financial condition.

Our customer base consists primarily of advertisers and publishers. We do not have exclusive relationships with advertising agencies, companies that are advertisers, or publishers, such that we largely depend on agencies to work with us as they embark on advertising campaigns for advertisers. The loss of agencies as customers and referral sources could significantly harm our business, operating results and financial condition. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the advertisers represented by that agency.

Furthermore, advertisers and publishers may change advertising agencies. If an advertiser switches from an agency that utilizes our platform to one that does not, we will lose revenue from that advertiser. In addition, some advertising agencies have their own relationships with publishers that are different than our relationships, such that they might directly connect advertisers with such publishers. Our business may suffer to the extent that advertising agencies and inventory suppliers purchase and sell advertising inventory directly from one another or through intermediaries other than us.

Our sales efforts with advertisers and publishers require significant time and expense.

Attracting new advertisers and publishers requires substantial time and expense, and we may not be successful in establishing new relationships or in maintaining or advancing our current relationships. Our solutions, including our programmatic solutions, and our business model often requires us to spend substantial time and effort educating our own sales force and potential advertisers, advertising agencies, supply side platforms and digital media properties about our offerings, including providing demonstrations and comparisons against other available solutions. This process is costly and time-consuming. If we are not successful in targeting, supporting, and streamlining our sales processes, our ability to grow our business may be adversely affected.

Changes in consumer sentiment or laws, rules or regulations regarding tracking technologies and other privacy matters could have a material adverse effect on our ability to generate net revenues and could adversely affect our ability to collect data on consumer shopping behavior.

The collection and use of electronic information about users is an important element of our data intelligence technology and solutions. However, consumers may become increasingly resistant to the collection, use and sharing of information, including information used to deliver advertising and to attribute credit to publishers in performance marketing programs, and take steps to prevent such collection, use and sharing of information. For example, consumer complaints and/or lawsuits regarding advertising or other tracking technologies in general and our practices specifically could adversely impact our business. In addition to this change in consumer preferences, if retailers or brands perceive significant negative consumer reaction to targeted advertising or the tracking of consumers’ activities, they may determine that such advertising or tracking has the potential to negatively impact their brand. In that case, advertisers may limit or stop the use of our solutions, and our operating results and financial condition would be adversely affected.

Government regulation of the Internet, e-commerce and m-commerce is evolving, and unfavorable changes or failure by us to comply with these laws and regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet, e-commerce, and m-commerce in a number of jurisdictions around the world. Existing and future regulations and laws could impede the growth of the Internet, e-commerce, m-commerce, or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts, electronic communications, and consumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws and regulations were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet, e-commerce or m-commerce. It is possible that general business regulations and laws, or those specifically governing the Internet, e-commerce or m-commerce may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot assure you that our practices have complied, comply, or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our costs of doing business, and cause consumers and retailers to decrease their use of our marketplace, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of noncompliance with any such laws or regulations. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and mobile applications or may even attempt to completely block access to our marketplace. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our net revenues as anticipated.

We may be required to invest significant monies upfront in capital intensive project(s) which we may be unable to recover.

Failure to recover significant, up-front capital investments required by certain client contracts could be harmful to the Company’s financial condition and operating results. Certain of our client contracts require significant investment in the early stages, which we expect to recover through billings over the life of the contract. These contracts may involve the construction of new computer systems and communications networks or the development and deployment of new technologies. Substantial performance risk exists in each contract with these characteristics, and some or all elements of service delivery under these contracts are dependent upon successful completion of the development, construction, and deployment phases. Failure to successfully meet our contractual requirements under these contracts over their life increases the possibility that we may not recover our capital investments in these contracts. Failure to recover our capital investments could be detrimental to the particular engagement as well as our operating results.

We are subject to payment-related risks and, if our customers do not pay or dispute their invoices, our business, financial condition, and operating results may be adversely affected.

We may be involved in disputes with agencies and their advertisers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. If we are unable to collect or make adjustments to bills to customers, we could incur write-offs for bad debt, which could have a material adverse effect on our results of operations for the periods in which the write-offs occur. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could have a materially negative effect on our business, financial condition, and operating results. Even if we are not paid by our customers on time or at all, we are still obligated to pay for the advertising inventory we have purchased for the advertising campaign, and as a consequence, our results of operations and financial condition would be adversely impacted.

If we default on our credit obligations, our operations may be interrupted, and our business and financial results could be adversely affected.

Publishers extend us credit terms for the purchase of advertising inventory. We currently have outstanding payables to existing publishers. If we are unable to pay our publishers in a timely fashion, they may elect to no longer sell us inventory to provide for sale to advertisers. Also, it may be necessary for us to incur additional indebtedness to maintain operations of the Company. If we default on our credit obligations, our lenders and debt financing holders may, among other things:

	·	require repayment of any outstanding obligations or amounts drawn on our credit facilities;

	·	terminate our credit;

	·	stop delivery of ordered equipment;

	·	discontinue our ability to acquire inventory that is sold to advertisers;

	·	require us to accrue interest at higher rates; or

	·	require us to pay significant damages.

If some or all of these events were to occur, our operations may be interrupted and our ability to fund our operations or obligations, as well as our business, financial results, and financial condition, could be adversely affected.

Our failure to recruit or the loss of management and highly trained and qualified personnel could adversely affect our operations.

Our future success depends in large part on our current senior management team and our ability to attract and retain additional high-quality management and operating personnel. Our senior management team’s in-depth knowledge of and deep relationships with the participants in our industry are extremely valuable to us. Our business also requires skilled technical and marketing personnel, who are in high demand and are often subject to competing offers. Our failure to recruit and retain qualified personnel could hinder our ability to successfully develop and operate our business, which could have a material adverse effect on our financial position and operating results. The complexity of our data products, processing functionality, software systems and services require highly trained professionals to operate, maintain, improve and repair them. While we presently have a sophisticated, dedicated and experienced team of associates who have a deep understanding of our business, some of whom have been with Mobiquity for years, the labor market for these individuals has historically been, and is currently, very competitive due to the limited number of people available with the necessary technical skills and understanding, compensation strategies, general economic conditions and various other factors. As the business information and marketing industries continue to become more technologically advanced, we anticipate increased competition for qualified personnel. The loss of the services of highly trained personnel like the Company’s current team of associates, or the inability to recruit and retain additional, qualified associates, could have a material adverse effect on our business, financial position or operating results.

We can provide no assurance that our third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting our systems and information.

In the ordinary course of business, we receive, process, use, and store digitally large amounts of data, including confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability of our information technology systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to us and our business operations. To this end, we have implemented policies designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, and availability of these systems and the data residing in them. While we have taken measures designed to protect the security of the confidential and personal information under our control, we cannot provide absolute assurance that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

16Our cybersecurity program is managed by our Chief Technology Officer. Most of the information generated and collected by us is stored and maintained by third-party vendors and service providers, who have demonstrated their own cybersecurity protocols which our management believes to be adequate for protecting our digital files in their possession. Our CTO is responsible for assessing and managing cybersecurity risks. Our CTO has cybersecurity expertise. The Company has implemented cybersecurity processes appropriate for its size and complexity, though such processes are continuing to evolve.

Our cybersecurity program is managed by our Chief Technology Officer. Most of the information generated and collected by us is stored and maintained by third-party vendors and service providers, who have demonstrated their own cybersecurity protocols which our management believes to be adequate for protecting our digital files in their possession. Our CTO is responsible for assessing and managing cybersecurity risks. Our CTO has cybersecurity expertise. We have no formal cybersecurity policies and processes in place; however, the Board and management believe cybersecurity represents an important component of our overall approach to risk management and oversight.

We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework. Our Board of Directors has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks. We provide our Board of Directors with periodic updates on cybersecurity and information technology matters and related risk exposures from management. Most information is stored directly to Amazon Web Services platforms, which provide market-leading data security for their centralized servers. Our company follows best practices for security, indemnity and compliance. All connections in and out of our remote services are made over secure connections, including https and Secure Shell (SSH) protocols. On occasion, limited amounts of information such as names and emails are exported from our systems solely for the purposes of accounting and filings and is not shared outside of our company and its contracted accounting consultants, which are under confidentiality agreements.

Cybersecurity threats have not materially affected our company, including its business strategy, results of operations or financial condition. Our company is not aware of any material security breach to date. Accordingly, our company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that our third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting our systems and information.

Risks Relating to Offerings and Ownership of Our Securities

Our common stock is subject to the “penny stock” rules. These penny stock rules make it difficult to resell securities classified as “penny stock.”

The Company’s common stock and warrants were delisted in December 2023 from the Nasdaq Capital Markets for failure to meet the continuing listing requirements. Since the Company’s common stock and warrants are quoted in the OTC Markets, our common stock and warrants are subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00, our common stock and warrants will continue to be a “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

	·	If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

	·	If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity.

The market price of our common stock is likely to remain highly volatile because of several factors, including a limited public float.

From December 2021 through December 6, 2023, our common stock traded on the Nasdaq Capital Market. Currently, our common stock and warrants trade under the symbols “MOBQ” and “MOBQW,” respectively, on the OTCQB over -the counter markets. The market price of our common stock has been volatile in the past and the market price of our common stock and our warrants may be highly volatile in the future. You may not be able to resell shares of our common stock or warrants following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

· actual or anticipated fluctuations in our operating results; · the absence of securities analysts covering us and distributing research and recommendations about us; · we may have a low trading volume for several reasons, including that a large portion of our stock is closely held; · overall stock market fluctuations; · announcements concerning our business or those of our competitors; · actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; · conditions or trends in the industry; · litigation; ~~· changes in market valuations of other similar companies; · future sales of common stock; · departure of key personnel or failure to hire key personnel; and · general market conditions.~~

	·	changes in market valuations of other similar companies;

	·	future sales of common stock;

	·	departure of key personnel or failure to hire key personnel; and

	·	general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or warrants, regardless of our actual operating performance.

Our future sales of common stock by management and other stockholders may have an adverse effect on the then prevailing market price of our common stock.

Sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of 1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in a fully reporting company under the Securities Exchange Act of 1934 may, sell their restricted common stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate common public information. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their common stock without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.

As of March 3125, ~~2025~~2026, we have ~~approximately~~25,363,869 ~~20 million~~ shares of common stock outstanding. The possibility that substantial amounts of common stock and warrants may be sold in the public market may adversely affect prevailing market prices for our common stock and could impair our ability to raise ~~capital~~ capital through the sale of our equity securities or impair our shareholders’ ability to sell on the open market. Additionally, any substantial increase of our shares that are eligible to be sold into the market in the near future could cause the market price of our common shares to drop significantly, even if our business is doing well.

We in the past identified significant deficiencies in our internal control over financial reporting that, if not corrected, could result in material misstatements of our financial statements.

We have concluded that we had not maintained effective internal control over financial reporting through the three years ended December 31, 2022. The Company determined that it had deficiencies over financial statements recording in areas of recording revenue and expenses in proper cut-off as well as proper classification of accounts. Significant deficiencies and material weaknesses in our internal control could have a material adverse effect on us. Due to these deficiencies, there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We are continuing to remediate these deficiencies and material weaknesses. We are taking steps to enhance our internal control environment to establish and maintain effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance.

Internal Controls Remediation Efforts

During the past two years, we worked to remediate the deficiencies and material weaknesses in our internal controls. We have taken steps to enhance our internal control environment to improve and maintain effective internal control over financial reporting and changes in corporate governance. In this regard, the Company is in the process of adopting several corporate governance policies, and will expand on its 2021 established Audit Committee and other committees of the Board of Directors. The Audit Committee, as a priority, initiated the process of segregating tasks and processes to ensure proper internal controls over financial reporting. The Company continues to refine and improve such processes subject to available financing. In connection with this process the Company:

·	Hired additional staff, both internally and externally, to the Finance department, with sufficient GAAP and public company financial reporting experience. These hires began their duties in Q3 2022.
·	Hired a consultant, Refidential One, to assist in internal control review, risk assessment, process documentation, gap remediation, control testing and monitoring. Starting in February 2022, Refidential One, in accord with the Company, achieved the following results:
	o	Identified internal control issues brought forth by process walkthroughs and internal control testing.
	o	Successfully implemented remediations to address such internal control issues in 2022.
	o	Implemented monitoring activities to ensure these controls are effective, incorporated the testing of these controls in the second half of 2022, and have continued to test and monitor the controls into 2025 and beyond as financial resources permit.

A material weakness in our internal control over financial reporting could adversely impact our ability to provide timely and accurate financial information, and to timely or accurately report our financial condition, results of operations or cash flows or maintain effective disclosure controls and procedures. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, any one of which could adversely affect our business prospects.

We do not intend to pay dividends for the foreseeable future and thus you must rely on stock appreciation for any return on your investment.

While we were required to pay dividends on our previously issued and converted Series H Preferred Stock, we do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. As a result, you must rely on stock appreciation and a liquid trading market for any return on your investment. If an active and liquid trading market does not develop, you may be unable to sell your shares of common stock at the time you would like to sell.

Our principal stockholders, directors and executive officers have a material level of control over us, which could delay or prevent a change in our corporate control favored by our other stockholders.

Currently, our principal stockholders, directors, and executive officers beneficially own, in the aggregate, approximately 4543% of our outstanding common stock (including derivative securities convertible into common stock). The interests of our current directors and executive officers may differ from the interests of other stockholders. As a result, these current directors and officers could have the ability to exercise material influence over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

	·	approval of certain mergers and other significant corporate transactions, including a sale of substantially all of our assets and material financing transactions;

	·	election of directors;

	·	adoption of or amendments to stock option plans; or

	·	amendment of charter documents.

Our certificate of incorporation grants our board of directors the authority to issue a new series of preferred stock without further approval by our shareholders, which could adversely affect the rights of the holders of our common shares.

Our board of directors has the power to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the power to issue preferred stock without further shareholder approval, subject to applicable listing regulations. As a result, our board of directors could authorize the issuance of new series of preferred stock that would grant to holders thereof certain rights in preference to the rights of our common stockholders to:

	·	our assets upon liquidation;

	·	receive dividend payments ahead of holders of common shares;

	·	the redemption of the shares, together with a premium, prior to the redemption of our common shares;

	·	vote to approve matters as a separate class or have more votes per share relative to shares of common stock.

In addition, our board of directors could authorize the issuance of new series of preferred stock that is convertible into our common shares or may also authorize the sale of additional shares of authorized common stock, which could decrease the relative voting power of our common shares or result in dilution to our existing shareholders.

As a public company, we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance.

As a public company, we are subject to numerous legal and accounting requirements, that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our management team is relatively inexperienced in complying with these requirements, and our management resources are limited, which may lead to errors in our accounting and financial statements, and which may impair our operations. This inexperience and lack of resources may also increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, resulting in loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

General Risk Factors

Certain provisions of our certificate of incorporation, bylaws and New York law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the stockholders’ interest.

Our restated certificate of incorporation, as amended, and by-laws and New York law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. In addition, provisions of our restated certificate of incorporation, as amended, by-laws and New York law impose various procedural and other requirements, which could make it more difficult for shareholders to ~~effect~~affect certain corporate actions. These provisions include, among others:

	·	the inability of our shareholders to call a special meeting;

	·	rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

	·	the right of our Board to issue preferred stock without shareholder approval; and

	·	the ability of our directors, and not shareholders, to fill vacancies on our Board.

We believe these provisions may help protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board, they would apply even if the offer may be considered beneficial by some shareholders. These provisions may also frustrate or prevent any attempts by our shareholders to replace or remove our current management team by making it more difficult for shareholders to replace members of our Board, which is responsible for appointing the members of our management.

Our bylaws provide for limitations of director liability and indemnification of directors and officers and employees.

Our bylaws ~~provide~~ensure that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these provisions are necessary to attract and retain qualified ~~persons~~people as directors and officers.

21Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director; provided that this provision may not eliminate the liability of a director (i) for acts or omissions in bad faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation. The limitation of liability in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its shareholders for breach of fiduciary duty as a director; provided that this provision may not eliminate the liability of a director (i) for acts or omissions in bad faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation.19

The ~~limitation~~sales ofpractice ~~liability~~requirements ~~in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach~~ of ~~their fiduciary duties. They may also reduce~~ the ~~likelihood~~Financial ofIndustry ~~derivative~~Regulatory ~~litigation~~Authority’s ~~against~~(“FINRA”) ~~directors~~may ~~and~~limit ~~officers,~~a ~~even~~stockholder’s ~~though~~ability ~~an action, if successful, might provide a benefit~~ to usbuy and ~~our~~sell ~~stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement~~our ~~and~~Common ~~damage awards against directors and officers pursuant to these indemnification provisions~~Stock.

FINRA has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.

Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.

We may need to raise capital in the future to fund the development of our business. Any equity financing may have significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available to us.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Cybersecurity threats have not materially affected our company, including its business strategy, results of operations or financial condition. Our company is not aware of any material security breach to date. Accordingly, our company has not incurred any expenses over the last two years relating to information security breaches. The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing disruption to our operations, a compromise or corruption of our confidential information and systems, or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations. There can be no assurance that our third-party vendors’ and service providers’ cybersecurity risk management processes, including their policies, controls or procedures, will be effective in protecting our systems and information.

Item 2. Properties

The Company is presently utilizing the office space of its Chief Financial Officer as its principal executive office located at 35 Torrington Lane, Shoreham, NY 11786. All employees of the Company are working remotely.

Item 3. Legal Proceedings

We are not a party to any pending material legal proceedings. However, ~~except~~the asfollowing ~~follows:~~legal matter became final in the third quarter of 2025;

Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the ~~Company~~ Company entered into ~~six~~nine years ago in April 2017 which terminated Mr. Trepeta’ s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’ s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 Million in damages. Based on the Company’s initial internal review of the situation, the Company ~~believes~~believed that the claims lack merit and ~~it intends to~~ vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. onIn ~~January~~the ~~8, 2024, and we have responded to his~~third ~~notice~~quarter of ~~appeal filing. Due to uncertainties inherent in litigation~~2025, the Company ~~cannot~~was ~~predict~~notified ~~the~~that ~~outcome~~Mr. ofTrepeta’s ~~this~~appeal ~~matter at~~was ~~this time~~denied.

Item 4. Mine Safety Disclosures

Not applicable.

2321

PART II

Item 5. Market for Common Equity, Related ~~Stockholder~~ Stockholder Matters, and Issuer Common Stock

Common Stock

In the past, our Common Stock traded on the OTCQB under the symbol “MOBQ” on a limited basis. From December 8, 2021 through December 6, 2023, our Common Stock traded on the NasdaqCM under the same symbol. On December 6, 2023, our Common Stock was delisted from trading due to the Company’s failure to meet the continued listing requirements of NasdaqCM. Subsequently, our Common Stock has continued to trade in the OTC Markets and on November 29, 2024, we commenced trading again on the OTCQB under the same symbol. The following table sets forth the range of high and low closing sales prices of our Common Stock for the last two fiscal years.

Quarters Ended	High		Low
March 31, 2023	$	18.30	$	2.70
March 31, 2025	$	3.93	$	2.00
June 30, 2023	$	5.40	$	1.65
June 30, 2025	$	2.33	$	1.41
September 30, 2023	$	2.10	$	0.64
September 30, 2025	$	1.74	$	1.16
December 31, 2023	$	0.83	$	0.11
December 31, 2025	$	1.80	$	1.10
March 31, 2024	$	1.25	$	0.31
June 30, 2024	$	2.00	$	0.65
September 30, 2024	$	3.25	$	1.68
December 31, 2024	$	4.45	$	2.39

The closing sales price on ~~March~~April 212, ~~2025~~2026, was $30.~~0875~~81 per share. All quotations provided herein reflect inter-dealer prices, without retail mark-up, markdown, or commissions.

In the event a public market for our common stock is sustained in the future, sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of 1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in a fully reporting company under the Securities Exchange Act of 1934 may, sell their restricted Common Stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate public information disclosed. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their shares without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.

2021 Warrants

Our 2021 Warrants commenced trading on the NasdaqCM on December 9, 2021, under the symbol “MOBQW.” The warrants are currently exercisable at $74.70. ~~The~~ The closing sales price of the 2021 Warrants on March 2125, ~~2025~~2026 was $0.00. All quotations provided herein reflect inter-dealer prices, ~~without~~ without retail mark-up, markdown or commissions.

Holders of Record

As of March 21 10, ~~2025~~2026, there were ~~143~~138 active holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. As of ~~January~~March 292, ~~2025~~2026, the Company has a list consisting of 1,~~828~~528 beneficial (“NOBO”) holders who do not object to having their names provided to the Company. The transfer agent of our common stock is Continental Stock Transfer & Trust Company, New York NY.

2422

DIVIDEND POLICY

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying cash dividends on our capital stock in the foreseeable future. From January 2, 2024, through August 6, 2024, the conversion date of the series H Preferred Stock, the Company was required to pay monthly ~~cash~~ cash dividends or common stock dividends to holders of our Series H Preferred Stock. It is the present intention of management to utilize ~~all~~ all available funds and future earnings for the development of the Company’s business. Any future determination to declare cash ~~dividends~~ dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, ~~results~~ results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. ~~Our~~ Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.

RECENT SALES OF UNREGISTERED SECURITIES

(a) For fiscal ~~2023~~2024 and ~~2024~~2025, we had no sales or issuances of unregistered capital stock, except as described below:

Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, terms of exercise or conversion
2023	Common Stock	291,891 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2023	Common Stock	626,844 shares 2,448,427 warrants	Shares sold for cash	Rule 506, Section 4(2)	Warrant exercise price ranging from $1.50 to $6.975 per share
2023	Common Stock	34,849 shares	Original issue discount	Section 3 (a)(9)	Not applicable
2023	Common Stock	2,314,026 shares	Warrant conversion	Section 3 (a)(9)	Each warrant exercise price $6.975
2023	Common Stock	92,378 shares	Interest conversion	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	5,708,734 shares	Shares sold for cash of $4,026,950	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	200,000 shares	Common stock subscribed	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	225,010 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	7,684,730 shares	Conversion of Series H Preferred stock	Section 3 (a)(9)	Not applicable
2024	Common stock	749,000 shares	Note conversion Conversion of Series H	Section 3 (a)(9)	Not applicable
			Conversion of Series H
2024	Common Stock	158,840 shares	Preferred dividends	Section 3 (a)(9)	Not applicable
2024	Common Stock	158,840	Preferred dividends	Section 3 (a)(9)	Not applicable
2025	Common Stock	621,309 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	3,160,071 shares	Shares sold for cash of $3,348,987	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	127,320 shares	Stock issued for Investment	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	153,644 shares	Note conversion	Section 3 (a)(9)	Not applicable
2025	Common Stock	276,941 shares	Warrant conversion	Section 3 (a)(9)	Not applicable
2025	Common Stock	490,968 shares	Original issue discount	Section 3 (a)(9)	Not applicable

Issuance of Common Stock Shares and Warrants for Services

During the years ended December 31, 2025 and 2024, the Company entered into several consulting agreements with unrelated entities for business development and general business consulting services (Consulting Agreements). The terms of the agreements ranged from three to twelve months. Compensation under the Consulting Agreements consisted of cash payments as well as common stock shares and warrant issuances. Any cash paid in advance, along with the fair value of any common stock shares and warrants issued, is recorded as a prepaid asset and amortized through professional fees expense (for cash compensation) or stock-based compensation expense (for stock-based instruments issued).

During 2025 and 2024, common stock shares issued under the Consulting Agreements totaled 480,000 and 25,000, respectively, and warrant shares issued totaled 150,000 and 350,000 for 2025 and 2024, respectively. The fair value of the common shares issued totaled approximately $1,219,000 and $12,000, and the fair value of the warrants issued totaled approximately $191,000 and $1,002,000 for the years ended December 31, 2025 and 2024, respectively. The fair value of the common stock issued was based on the per share market price of the Company’s stock at the date of each respective agreement and ranged from $1.53 to $2.74. The fair value of the warrants was determined based on the Black-Scholes model. The exercise prices of the warrants ranged from $0.50 to $1.00 per share and are exercisable over a period ranging from three to five years. Stock-based compensation expense recognized under these Consulting Agreements for the years ended December 31, 2025 and 2024 was approximately $1,213,000 and $12,000, respectively. Unamortized compensation was approximately $197,000 at December 31, 2025, and is expected to be recognized in full during 2026. During the year ended December 31, 2025, the 100,000 warrant shares issued under Consulting Agreements in December 2024 were exercised on a cashless basis resulting in the issuance of 87,277 common shares. 380,000 warrant shares remain outstanding at December 31, 2025.

During the year ended December 31, 2024, the Company issued a total of 46,010 shares of common stock as service fees in conjunction with the Merchant Agreements described in the footnotes to the consolidated financial statements. The total value of the shares issued equaled approximately $41,000.

During July 2025, and in conjunction with a non-exclusive finder’s arrangement with a third party dated December 6, 2024, the Company issued a total of 25,807 shares of common stock and warrants to purchase a total of 13,638 shares of common stock. The common stock and warrants were issued as a placement agent fee to the third party for the completion of the Strata discussed below. The warrants are exercisable at any time at $1.10 per share through June 30, 2030. The fair value of the common stock and warrants was $40,000 and $19,938, respectively, and is included in general and administrative expenses on the accompanying consolidated statement of operations for the year ended December 31, 2025.

Issuance of Common Stock in Conjunction with Debt Issuances and Conversions

As discussed in Note 4, on December 30, 2024, a total of $250,000 in debt principal and $11,500 in OID under the 2024 Salkind Loans was converted into a total of 523,000 shares of common stock, in full settlement of obligations outstanding under the 2024 Salkind Loans.

Also on December 30, 2024, outstanding principal totaling $57,000 and OID totaling $20,000 under the Attorney Loans were converted into 154,000 shares of the Company’s common stock at a rate of $0.50 per share. In addition, outstanding principal totaling $60,000 and OID totaling $12,000 under the Attorney Loans were converted into a total of 72,000 shares of common stock at a rate of $1.00 per share.

During the year ended December 31, 2025, the Company issued a total of 506,470 shares of its common stock recorded as debt discount on several of its debt issuances. Total fair value of the shares issued was approximately $736,000 and is being amortized through interest expense over the terms of the related debt.

During the year ended December 31, 2025, the Company issued a total of 153,644 shares of its common stock, at a total value of $220,000, resulting from conversion of outstanding debt to common stock. See discussion of the Related Party – Other Loans, March 2025 Promissory Note Two and $150,000 Loan Agreement and Convertible Note in Note 4 above.

Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.

Issuance of Common Stock for Cash

During the year ended December 31, 2024, the Company raised a total of $4,026,950 in cash from various accredited investors in conjunction with common stock subscription agreements, resulting in the issuance of a total of 5,908,734 shares of common stock at per share prices ranging from $0.30 to $1.75.

On June 30, 2025, the Company entered into a Strata Purchase Agreement (the Strata) with ClearThink Capital Partners, LLC (ClearThink). Pursuant to the Strata, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a Request Notice), and subject to the other terms and conditions set forth in the Strata, up to an aggregate of $4,000,000 of the Company’s Common Stock. The purchase price of the shares of Common Stock to be purchased under the Strata will be equal to 91% of the three lowest daily volume weighted average prices during a valuation period of eight trading days, beginning seven trading days preceding the draw down or put notice to one trading day commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the Strata will be a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 400% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the Strata, the Company agreed to issue to ClearThink 100,000 restricted shares of the Company’s Common Stock as a Commitment Fee and shares of common stock to the Placement Agent, namely, Craft Capital Management, LLC, at a total value fair of $155,000. The Strata has a maturity date of 24 months from Commencement Date as defined in the Strata. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of Common Stock.

It is possible that we may not have access to the full amount available to us under the Strata. We have also indemnified ClearThink pursuant to the Strata.

Also on June 30, 2025, the Company and ClearThink entered into a Securities Purchase Agreement (the SPA) under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance of 125,000 shares of common stock and net proceeds of $117,500, inclusive of a $7,500 broker fee. In conjunction with the SPA, and upon the second closing in July 2025, the Company also issued warrants for the issuance of a total of 13,638 shares of the Company’s common stock to the placement agent, with a total fair value of $19,938. The warrants have a 5-year term and are exercisable at $1.10 per share.

During 2025, and included in the 3,160,071 common stock shares issued for cash discussed below, the Company received net proceeds of $466,987 from future put notices issued under the Strata at prices ranging from $1.11 to $1.23 per share through the issuance of an aggregate of 400,000 shares of common stock under a Form S-1 Registration Statement which became effective in August 2025.

During the year ended December 31, 2025, the Company raised a total of $3,348,987 in cash from various accredited investors in conjunction with common stock subscription and equity agreements, resulting in the issuance of a total of 3,160,071 shares of common stock at a cash per share prices ranging from $1.00 to $1.75. One of the agreements also included the issuance of 107,143 additional shares issued to the investor as an incentive for the investor to provide potential future equity funding based on certain financial results of the Company acceptable to the investor. Cash proceeds received were recorded net of direct financing fees totaling $21,500.

Issuance of Common Stock for Warrant Exercise

In fiscal 2025, the Company issued a total of 276,941 shares of its common stock upon the cashless exercise of 300,000 warrants, as discussed above.

~~Shares~~Issuance ~~Issued~~of Common Stock in Exchange for ~~Services~~Equity Investment

OnIn ~~October~~February 62025, ~~2023,~~ the Company ~~entered~~expanded ~~into~~its astrategic ~~one-year~~alliance ~~consulting~~with ~~contract~~Context ~~with~~Networks, MrInc. ~~Gene Salkind~~(Context), ~~its~~a ~~Chairman~~private ofcompany that provides a programmatic advertising platform leveraging private blockchain technology for the ~~Board,~~gaming toindustry. ~~provide~~In ~~business~~connection ~~consulting~~with ~~services~~this toexpansion, the Company. issued 127,230 shares of its restricted ~~Mr.~~common ~~Salkind~~stock ~~received~~in ~~150~~exchange for 274,~~000~~725 shares of Context’s restricted common stock,. The transaction was valued atbased on the Company’s closing market price of $~~103,500,~~3.93 inper ~~consideration~~share ~~for~~on ~~his~~the ~~services~~effective ~~under~~date ~~this~~of ~~agreement~~the exchange. As a result of this transaction, each party holds a minority ownership interest in the other.

InTreasury December 2023, the Company entered a one-year consulting contract with an unrelated party. In accordance with the contract, the consultant received a signing bonus of $25,000 in cash, 100,000 shares of restricted common stock valued at $14,000, and warrants to purchase 200,000 shares of common stock, exercisable over a three-year period at $0.20 per share, valued at $25,000. In addition, the consultant is to receive monthly cash payments of $12,500 over the term of the agreement.Stock

OnIn ~~August~~the 15year ended December 31, 2024, the Company ~~entered into a~~ ~~Business~~repurchased ~~Development~~17 ~~Agreement~~shares ~~with a non-affiliated entity. The term~~ of ~~the~~common ~~agreement~~stock isfor ~~three months~~$6, ~~and~~recorded ~~the~~as ~~consultant~~treasury ~~has~~stock. aThere ~~choice of~~were ~~$12,500~~no inrepurchases ~~cash or 25,000 shares~~ of the Company’s common stock. for ~~The~~the ~~consultant~~year ~~elected~~ended toDecember ~~receive 25~~31,~~000~~ ~~shares of restricted common stock~~2025.

~~Issuance~~Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of ~~Common~~the ~~Stock~~Securities ~~Warrant~~Act ~~for~~of ~~Services~~1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.

~~Common~~Related ~~Stock~~Party ~~Issued~~- inSalkind ~~Conjunction with Debt Issuance~~Loans

OnDuring ~~December 30~~2024, ~~2022,~~ the Company ~~and~~entered ~~Walleye Opportunities~~into ~~Master~~five ~~Fund~~individual short-term ~~Ltd,~~unsecured aloans ~~Cayman~~with ~~Islands~~Dr. ~~company~~Gene ~~(the Investor)~~Salkind, ~~entered~~the ~~into~~Company’s aBoard ~~Securities~~Chair, ~~Purchase~~as ~~Agreement~~well ~~(the~~as ~~Walleye~~individuals ~~SPA) for~~related ~~the Investor~~ to ~~purchase~~Dr. ~~from~~Salkind, ~~the~~for working ~~Company~~capital purposes (i)2024 aSalkind ~~senior secured 20% original issue discount (OID~~Loans). ~~nine-month~~Total ~~promissory~~gross ~~note~~borrowings inunder ~~an aggregate~~the ~~gross~~2024 ~~principal~~Salkind ~~amount~~Loans ofwere $1250,~~437~~000,~~500,~~ ~~less~~were ~~the~~issued ~~20%~~with ~~OID~~a total of $~~287~~11,500, ~~for~~in aOriginal ~~net~~Issue ~~subscription~~Discount ~~amount of $1,150,000~~ (~~the Investor Note~~OID), and ~~(ii)~~payable aon ~~five~~demand. ~~year~~Interest ~~warrant~~associated towith ~~purchase 174,242 shares of~~ the ~~Company’s~~2024 ~~common~~Salkind ~~stock~~Loans atranged anfrom ~~exercise~~non-interest bearing ~~price~~to of10% ~~$6.60~~ per ~~share~~annum, ~~exercisable~~ ~~commencing~~and ~~July~~included 1,a ~~2023~~conversion ~~and~~feature ~~expiring~~whereas ~~December~~the ~~30,~~lenders ~~2027~~had (the ~~Investor~~option ~~Warrant).~~to ~~Proceeds~~convert ~~from~~ the ~~Agreement~~principal ~~were~~and ~~received~~OID byinto shares of the Company’s incommon ~~January~~stock ~~2023~~at a rate of $0.50 per share.

InOn ~~conjunction~~December ~~with~~30, ~~the Walleye SPA~~2024, ~~the~~a ~~Company issued~~total 34of $250,~~849~~000 ~~shares~~in ofdebt principal ~~common~~and ~~stock~~$11,500 orin ~~approximately~~OID ~~5.3%~~under of the ~~Company’s~~2024 ~~outstanding~~Salkind ~~shares~~Loans atwas ~~that~~converted ~~time,~~into toa ~~the~~total ~~Investor~~of ~~as an~~523,000 ~~incentive~~shares onof ~~the~~common ~~transaction~~stock, ~~(Incentive~~in ~~Shares).~~full ~~Excluding~~settlement of ~~the~~obligations ~~above-mentioned~~outstanding ~~Investor~~under ~~Warrant,~~ the ~~shares~~2024 ofSalkind ~~Common~~Loans. ~~Stock~~The ~~exercisable pursuant~~Company torecognized ~~such~~$11,500 ~~Investor~~in ~~Warrant~~interest ~~are~~expense ~~not~~under ~~being~~the ~~considered~~2024 ~~beneficially~~Salkind ~~owned~~Loans related byto amortization of the ~~Investor~~OID ~~until~~for the ~~Investor~~year ~~Warrant~~ended isDecember ~~exercisable within~~31, ~~60 days~~2024.

~~February~~During ~~2023~~2025, ~~Offering~~the Company entered into two additional individual short-term unsecured loans with Dr. Salkind for additional working capital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $275,000 and were issued with an OID of $25,000, along with 25,000 shares of restricted common stock valued at $31,250, for a total debt discount recorded of $56,250, with maturity dates in March 2026, as amended, at which time all principal is due and payable. Total debt discount of approximately $33,000 was amortized as interest expense for the year ended December 31, 2025, based on the loans’ original maturity dates. Principal of $100,000 is convertible at any time prior to the maturity date at a conversion price of $1.00 per common share. Principal of $275,000 and unamortized debt discount of approximately $23,000 remain outstanding at December 31, 2025. Principal of $150,000 plus $25,000 in OID was repaid in January 2026.

OnRelated ~~February~~Party 13, 2023, the Company entered into an underwriting agreement (the Underwriting Agreement) with Spartan Capital Securities LLC (the Underwriter) relating to a public offering of 251,842 shares of common stock and pre-~~funded~~ ~~warrants~~Other to purchase 285,792 shares of common stock (the Shares), for net proceeds of $3,207,500 (the February 2023 Offering). In conjunction with the February 2023 Offering, which closed on February 16, 2023, the investors also received other Warrants to purchase 806,452 shares of common stock (Series 2023 Warrants) on a cash basis or up to 403,226 shares on a cashless basis. The offered Shares were priced at $6.975 per combination of one share of common stock or one pre-funded warrant, accompanied by one Series 2023 Warrant.Loans

During the year ended December 31, 2024, the Company entered into several unsecured non-interest bearing loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney (Attorney Loans).

~~Each~~Gross ~~pre-funded~~proceeds ~~warrant~~received isunder ~~exercisable~~the atAttorney ~~any~~Loans ~~time,~~totaled ~~until fully exercised~~$300,000 tofor ~~purchase~~working ~~one~~capital ~~share~~purposes, ofand ~~common~~were ~~stock~~issued atwith ana ~~exercise~~total ~~price~~ of $~~0.0015~~32,000 ~~per~~in ~~share.~~OID, ~~Each~~and ~~Series~~are ~~2023~~payable ~~Warrant is~~generally ~~exercisable~~on ~~for~~demand ~~five~~after December ~~years~~31, ~~to purchase 0~~2024.1 ~~share~~An ofadditional ~~common~~$20,000 ~~stock~~in atprincipal, aand ~~cash exercise price of~~ $~~6.975~~5,000 ~~per~~in ~~warrant~~OID, ~~share.~~was ~~The~~related ~~Series 2023 Warrants contain an alternative cashless exercise provision permitting the holder~~ to ~~acquire~~a ~~0.05~~loan ~~share~~issued ofin ~~common~~exchange ~~stock~~ for ~~every~~settlement ~~0.1 warrant share any time after the earlier~~ of ~~(i)~~accounts payable 30with ~~days following~~ the ~~initial~~attorney. ~~exercise~~Total ~~date~~principal of ~~February 14~~$210,000 ~~2023,~~ and ~~(ii)~~OID ~~the~~of ~~date~~$33,000 ~~on which~~is ~~the~~convertible ~~aggregate~~into ~~trading~~shares ~~volume~~ of ~~the~~restricted ~~Company’s~~ common stock, ~~beginning~~at ~~on the initial exercise date of the Series 2023 Warrants,~~rates ~~exceeds~~ranging ~~2,419,355~~from ~~shares~~$0.50 ~~Additionally, the exercise price of both the pre-funded warrants and the Series 2023 Warrants are subject~~ to ~~customary~~ ~~adjustments~~$1.00 ~~for~~per ~~stock splits~~share, ~~stock~~at ~~dividends,~~the ~~reclassifications~~option ~~and~~of the ~~like~~debt holder.

~~Pursuant~~Prior to ~~the~~December ~~terms~~31, of2024, the ~~Underwriter~~Company ~~agreement,~~repaid ~~and~~$203,000 asin ~~partial~~principal ~~consideration~~and ~~to the Underwriter~~$5,000 ~~the~~in ~~Company~~OID ~~issued~~under athe ~~warrant~~Attorney ~~for~~Loans. ~~the~~On ~~purchase~~December of30, 262024,~~882~~ ~~shares~~outstanding ofprincipal ~~common~~totaling ~~stock~~$57,000 ~~exercisable~~and OID ~~from~~totaling ~~February 14~~$20,000 ~~2023,~~were ~~through~~converted ~~February~~into 14154,000 ~~2028,~~shares atof anthe ~~initial~~Company’s ~~exercise~~common ~~price~~stock at a rate of $70.~~6725~~50 per share. ~~This~~In ~~warrant~~addition, ~~was cancelled by the~~outstanding ~~underwriter~~principal ontotaling or$60,000 ~~about~~and ~~June~~OID ~~30,~~totaling ~~2023~~$12,000 inwere ~~connection~~converted ~~with~~into ~~the~~a ~~completion~~total of ~~the June 2023 Offering described below. The Company also granted the Underwriter a 45-day option to purchase up to an additional 80~~72,~~645~~000 shares ~~and/or pre-funded warrants in lieu~~ of ~~shares~~common ~~and~~stock ~~accompanying Series 2023 Warrants to purchase 120,968 shares~~ at ~~the~~a ~~public~~rate ~~offering~~of ~~price~~$1.00 ~~less the underwriting discounts and commissions, to cover~~per ~~over-allotments, if any~~share. No ~~additional~~principal ~~shares~~under orthe ~~pre-funded~~Attorney ~~warrants~~Loans ~~were~~was ~~purchased~~outstanding byat ~~the~~December ~~Underwriter~~31, 2024. The Company ~~paid~~recognized a$37,000 ~~cash~~in ~~fee~~interest toexpense under the ~~Underwriter~~Attorney ~~equal~~Loans related to 8%amortization of ~~the~~OID ~~gross~~for ~~proceeds~~the ~~raised~~year inended ~~February~~December ~~2023 Offering~~31, ~~plus a reimbursement of Underwriter fees totaling $242,500~~2024.

~~Between~~During the ~~closing~~year ofended ~~February~~December ~~2023~~31, ~~Offering~~2025, the Company ~~and~~entered ~~June~~into 30a Loan Agreement with its corporate attorney effectively agreeing to convert $24,000 ~~2023~~in trade payables into a demand promissory note, ~~investors~~plus ~~holding~~$6,000 ~~pre-funded~~in ~~warrants~~OID. ~~converted~~The ~~all~~Loan ~~their~~Agreement ~~pre-funded~~included ~~warrants~~a ~~into~~conversion ~~285~~feature,~~792~~ at the sole option of the attorney, to convert the outstanding obligations into shares of the Company’s restricted common stock ~~and elected~~at ~~the~~a ~~alternative~~conversion ~~cashless~~price ~~exercise~~of ~~provision~~$1.75 ~~for~~per ~~the~~share. ~~Series~~In ~~2023~~February ~~Warrants~~2025, ~~resulting~~the lender inagreed to convert the ~~issuance~~loan ofprincipal ~~403~~and original issue discount into 17,~~226~~143 shares of common stock., Asat ofa ~~June~~fair value of $30, ~~2023~~000, in ~~all~~full ~~the~~settlement ~~aforementioned~~of ~~pre-funded~~the ~~warrants~~Loan ~~and 2023 Warrants were exercised~~Agreement.

~~June~~Merchant ~~2023 Offering~~Agreements

OnDuring ~~June~~the 30year ended December 31, ~~2023~~2024, ~~Mobiquity~~the ~~Technologies,~~Company entered ~~Inc.~~into five individual agreements with the same financial institution (Merchant Lender) for the purchase and sale of future receivables ~~closed~~(the on2024 aMerchant ~~public~~Agreements). ~~offering~~The ~~selling~~2024 anMerchant ~~aggregate~~Agreements were issued in exchange for total gross cash funding of ~~375~~approximately $1,082,000, of ~~shares~~which ofapproximately ~~common~~$585,000 ~~stock~~represented ~~(and~~cash 1proceeds,~~625~~ net of fees,~~000~~ ~~common~~and ~~stock~~the ~~equivalents~~balance inapplied by the ~~form~~Merchant Lender as full settlement of ~~pre-funded~~other ~~warrants~~outstanding toobligations ~~purchase~~with ~~1,625,000~~the ~~common~~Merchant ~~shares)~~Lender, tonet ~~investors~~of ~~pursuant~~other tofees. ~~Securities~~The Purchase ~~Agreements~~Prices atassociated awith ~~public~~the ~~offering~~2024 Merchant Agreements ~~price~~are ofto ~~$1.50~~be ~~per~~repaid ~~share~~through ~~(or~~daily ~~$1.4985~~payments ~~per~~representing ~~pre-funded~~a ~~warrant)~~percentage ~~(the~~of ~~June~~future ~~2023~~customer ~~Offering),~~payments ~~for~~on ~~total~~receivables ~~gross~~until ~~proceeds~~a total of approximately $31,~~000~~481,000. ~~Placement agent~~is ~~fees~~repaid, ~~and~~resulting ~~other~~in ~~offering~~the ~~costs~~recording ~~totaled~~of approximately $~~472~~452,~~001~~000 ~~and~~in ~~were~~debt ~~recorded~~discount. ~~net~~In ofconnection ~~gross~~with ~~proceeds~~the inissuances of the ~~Company’s~~2024 Merchant ~~consolidated~~Agreements, ~~statement of~~and ~~stockholders’~~as ~~equity~~additional ~~during~~consideration, the ~~quarter~~Company ~~ended~~agreed ~~June~~to ~~30,~~issue ~~2023.~~a ~~Each~~total ~~pre-funded~~of ~~warrant~~39,245 isshares ~~exercisable~~of atits ~~any~~common ~~time~~stock to ~~purchase one~~the ~~share~~Merchant ofLender ~~common~~in ~~stock~~an atamount anequal ~~exercise~~to ~~price~~5% of ~~$0.0015~~the ~~per~~new ~~share.~~principal ~~Additionally,~~Advance Amounts divided by the ~~exercise~~average ~~price~~closing ofper ~~pre-funded~~share ~~warrants~~price isof ~~subject~~the toCompany’s ~~customary~~common ~~adjustments~~stock for ~~stock~~the ~~splits,~~previous ~~stock~~twenty ~~dividends,~~(20) ~~reclassifications~~days ~~and~~from the ~~like.~~effective ~~Spartan~~date ~~Capital~~of ~~Securities~~the agreements, ~~LLC~~for ~~acted~~a astotal ~~the Company’s~~fair ~~exclusive~~value ~~placement~~of ~~agent~~approximately of$37,000, which ~~the~~was ~~June~~included ~~2023~~in ~~Offering~~the ~~pursuant~~debt todiscount. aNo ~~Placement~~principal ~~Agent~~or ~~Agreement.~~unamortized ~~The~~discount ~~net~~remains ~~proceeds~~outstanding toon the ~~Company from~~2024 ~~the~~Merchant ~~sale~~Agreements ofat ~~the~~December 31, ~~shares~~2025. ~~and~~Total ~~pre-funded~~principal ~~warrants,~~remaining ~~after~~outstanding ~~deducting~~on the ~~Placement~~2024 ~~Agent~~Merchant ~~commissions~~Agreements ~~and~~at ~~offering~~December ~~expenses~~31, ~~payable~~2024 ~~by the~~was ~~Company~~approximately $542,000, and unamortized debt discount was approximately $2150,~~528,~~000. InThe ~~July~~Company ~~2023~~recognized approximately $150,000 ~~the~~and ~~Company~~$302,000 ~~also~~in ~~issued~~interest ~~478,334~~expense ~~shares~~associated with the amortization of ~~common~~the ~~stock~~debt ~~upon~~discounts ~~exercise~~under ofthe ~~478,334 pre-funded~~2024 ~~warrants,~~Merchant ~~increasing~~Agreements for the ~~number~~years ofended ~~outstanding~~December ~~common~~31, ~~shares~~2025 toand 22024,~~588,333~~ respectively.

~~Other~~During ~~2023~~the ~~Stock~~year ~~Transactions~~ended December 31, 2025, the Company entered into five individual agreements with the Merchant Lender for the purchase and sale of future receivables (the 2025 Merchant Agreements). The 2025 Merchant Agreements were issued in exchange for total gross cash funding of approximately $1,132,000, of which approximately $457,000 represented cash proceeds, net of fees, and the balance applied by the Merchant Lender as full settlement of other outstanding obligations with the Merchant Lender, net of other fees. The Purchase Prices associated with the 2025 Merchant Agreements are to be repaid through daily payments, ranging from $506 to $1,872, representing a percentage of future customer payments on receivables until a total of approximately $1,543,000 is repaid, resulting in the recording of approximately $477,000 in debt discount. In connection with the 2025 Merchant Agreements, and as additional consideration, the Company agreed to issue a total of 15,502 shares of its common stock to the Merchant Lender in an amount equal to 5% of the new principal Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the effective date of the agreements, for a total fair value of approximately $26,000, which was included in the debt discount. Total principal remaining outstanding on the 2025 Merchant Agreements at December 31, 2025 was approximately $586,000, and unamortized debt discount outstanding was approximately $163,000. The Company recognized approximately $313,000 in interest expense associated with the amortization of the debt discounts under the 2025 Merchant Agreements for the year ended December 31, 2025.

In April 2023, the Board of Directors or the Compensation Committee of the Company’s Board of Directors approved the following transactions:

· Grant of 6,667 shares of restricted common stock to Gene Salkind, Chairman of the Board, for services previously rendered, based on a per share value of $2.505. · Grant of 3,333 shares of restricted common stock each to the Company’s CEO and another member of the Board of Directors for services as directors of the Company. · Grant of 2,000 shares of common stock to Gene Salkind as payment for accrued and unpaid interest of approximately $5,000 based on a per share value of $2.505. · Grant of 4,791 shares of restricted common stock to the Company’s legal counsel as payment for accrued and unpaid services valued at $12,000 and $2.505 per share. · Issuance of a total of 31,891 shares of restricted common stock at a per share value of $2.52 as payment and full settlement of outstanding accounts payable with a total carrying amount of $80,411.

Share prices used in the above transaction were based on the market price of the Company’s common stock on the consummation dates of the transactions.

~~Salkind~~2024 ~~October~~Promissory ~~2023 Loan Conversion and Series G Preferred Stock Issuance~~Notes

~~Effective~~During ~~November~~the 7year ended December 31, ~~2023~~2024, ~~Mr.~~the ~~Gene~~Company issued ~~Salkind~~four ~~and parties~~individual ~~associated~~promissory notes with ~~him (~~the ~~Series~~same Gfinancial ~~Preferred~~institution ~~Shareholders~~(Lender One) for aggregate principal of $453,650 ~~invested~~and aggregate OID of $177,~~503~~250,~~495~~ ~~into~~recorded ~~the~~as ~~Company’s~~debt ~~newly~~discount ~~created~~(2024 ~~Series~~Lender ~~G Preferred~~One ~~Stock~~Promissory Notes), ~~formalized~~and ~~through~~is ~~three~~being ~~Subscription~~amortized ~~Agreements~~over ~~for~~ the ~~sale~~repayment period of athe principal ~~combined~~through ~~300,789~~interest ~~shares~~expense. ofInterest ~~Series~~is Gcharged ~~Preferred~~on ~~Stock for~~the ~~total~~principal ~~cash~~at ~~proceeds~~rates ofranging from 14% to 15% per annum, totaling approximately $166,~~200,~~000, ~~plus~~and ~~the~~is ~~conversion~~payable, ofalong ~~$300~~with principal,~~000~~ in ~~principal~~various ~~and~~periodic ~~$3,495~~payment inamounts ~~accrued~~and ~~interest~~at ~~from~~various dates through the ~~Salkind~~maturity ~~October~~dates of ~~2023~~January ~~Loan.~~15, ~~Each~~2025 ~~share~~to ofOctober ~~the~~15, ~~Series~~2025. GFor ~~Preferred~~one ~~Stock~~of isthe ~~convertible~~2024 byLender ~~the~~One ~~Series~~Promissory GNotes, ~~Preferred~~the ~~Shareholders~~Company atalso ~~any~~paid ~~time~~$8,150 ~~after~~in issuance costs ~~into~~which ~~ten~~was ~~(10)~~recorded ~~shares~~as part of the ~~Company’s~~total ~~Common~~debt ~~Stock,~~discount. orSolely ~~$0.50~~upon ~~per~~an ~~Common~~event ~~Share~~of ~~(Series~~default, Gand ~~Conversion~~individually ~~Ratio).~~at ~~The~~the ~~Series~~option Gof ~~Preferred~~the holder of ~~Stock~~the ~~will~~2024 ~~automatically~~Lender ~~convert~~One atPromissory Notes, all amounts outstanding under one or more of the ~~same~~2024 ~~Series~~Lender GOne ~~Conversion~~Promissory ~~Ratio~~Notes ~~upon~~become convertible into shares of the Company’s ~~Common~~common ~~Stock~~stock, ~~reporting~~at of a ~~closing~~conversion ~~sales~~ price ~~over~~equal ~~$5.00~~to ~~per~~65% ~~share~~of ~~for~~the ~~ten~~lowest ~~(10)~~trading ~~consecutive~~price of the Company’s common stock during the ten trading days prior to the conversion date. The Company ~~did~~recognized ~~not~~approximately ~~pay~~$51,000 ~~any~~and ~~commissions~~$41,000 orin ~~other~~interest expense ~~compensation~~for tothe ~~any third~~years ~~party~~ended inDecember ~~connection~~31, 2025 and 2024, respectively, associated with the ~~transactions~~amortization ~~reported~~of ~~herein~~the debt discount on the 2024 Lender One Promissory Notes. ~~Exemption~~No ~~from~~principal ~~registration~~amounts iswere ~~claimed~~outstanding under ~~section~~the ~~4(2)~~2024 ofPromissory Notes at December 31, 2025, and approximately $270,000 were outstanding at December 31, 2024. No unamortized debt discount was outstanding under the ~~Securities~~2024 Lender One Promissory Notes ~~Act~~at ofDecember ~~1933~~31, as2025, ~~amended~~and approximately $51,000 was outstanding at December 31, 2024.

~~Series~~2025 HPromissory ~~Preferred Stock Issuances~~Notes

OnIn ~~December~~March 182025, ~~2023,~~ the ~~Series~~Company Gissued ~~Preferred~~an ~~Shareholders~~additional ~~agreed~~promissory tonote ~~exchange~~with ~~all~~Lender ~~300,789~~One ofin the ~~Series~~principal Gamount ~~Preferred~~of ~~Stock~~$62,060 ~~into~~with ~~751,730~~an ~~shares~~OID of ~~the~~approximately ~~Company’s~~$9,000 ~~newly~~(2025 ~~created~~Lender ~~Series~~One HPromissory ~~Preferred~~Note ~~Stock~~One). ~~Also,~~Interest ~~our~~is ~~legal~~charged ~~counsel~~on ~~agreed~~the toprincipal ~~exchange~~at ~~$33,000~~10% ofupon ~~monies~~issuance ~~owed~~of to the ~~law~~promissory ~~firm~~note, ~~for~~totaling 16$6,~~500~~206, ~~shares~~and ofis ~~Series~~payable, Halong ~~Preferred~~with ~~Stock.~~principal, ~~Each~~in ~~share~~ten ofindividual ~~the~~payments ~~Series~~commencing HApril ~~Preferred~~15, ~~Stock~~2025, isthrough ~~convertible~~the atmaturity ~~any~~date ~~time~~of ~~after~~January ~~issuance~~15, ~~into~~2026, ~~ten~~of ~~(10)~~$6,827 ~~shares~~each. ofIn ~~the~~addition ~~Company’s~~to ~~Common~~the ~~Stock~~OID, orthe ~~$0.20~~Company ~~per~~paid ~~Common~~$4,303 ~~Share~~in ~~(Series~~issuance Hcosts ~~Conversion~~associated ~~Ratio).~~with ~~The~~the ~~Series~~2025 HLender ~~Preferred~~One ~~Stock~~Promissory ~~will~~Note ~~automatically~~One. ~~convert~~The atCompany ~~the~~recognized ~~same Series~~approximately H$11,000 ~~Conversion~~in ~~Ratio~~interest ~~upon~~expense for the ~~Company’s~~year ~~Common~~ended ~~Stock~~December ~~reporting~~31, of2025, aassociated ~~closing~~with ~~sales~~the ~~price~~amortization ~~over~~of ~~$2.00~~the ~~per~~total ~~share~~debt ~~for~~discount. ~~ten~~Solely upon ~~(10)~~an ~~consecutive trading~~event ~~days~~of ordefault, onand ~~December~~at ~~31,~~the ~~2026,~~option ~~whichever~~of isthe ~~earlier.~~holder, ~~The~~all ~~Company~~amounts ~~did~~outstanding ~~not~~under ~~pay~~the ~~any~~2025 ~~commissions~~Lender orOne ~~other~~Promissory ~~compensation~~Note toOne ~~any~~are ~~third~~convertible ~~party~~into inshares ~~connection~~of ~~with~~ the ~~transactions~~Company’s ~~reported~~common ~~herein.~~stock, ~~Exemption~~at ~~from~~a ~~registration~~conversion isprice ~~claimed~~equal ~~under~~to ~~section~~65% ~~3(a)(9)~~ of the ~~Securities Act~~lowest trading price of ~~1933,~~the asCompany’s common ~~amended.~~stock ~~During~~during the ~~quarter~~ten ~~ended~~trading ~~September~~days ~~30,~~prior ~~2024,~~to ~~all~~the ~~outstanding~~conversion ~~shares~~date. Approximately $7,000 of ~~Series~~principal Hand ~~Preferred~~$2,000 ~~Stock~~of ~~were~~unamortized ~~converted~~OID ~~into~~remain ~~shares~~outstanding ofat ~~the~~December ~~Company’s common stock~~31, ~~as discussed above~~2025.

~~Issuance~~Also in March 2025, the Company issued a convertible promissory note with Lender One in the principal amount of ~~Common~~$103,750 ~~Stock~~(2025 Lender One Promissory Note Two). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid approximately $8,000 in debt issuance costs associated with the 2025 Lender One Promissory Note Two, recorded as debt discount. The Company recognized approximately $8,000 in interest expense for ~~Settlement~~the year ended December 31, 2025, associated with the amortization of the debt discount. ~~Liabilities~~Solely at the option of the holder, and from the period 180 days from the date of the 2025 Lender One Promissory Note Two through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the 2025 Lender One Promissory Note Two are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. During the year ended December 31, 2025, the Company negotiated two individual partial settlements of $20,000 in principal outstanding on 2025 Lender One Promissory Note Two, totaling $40,000, at per share conversions rates of $0.85 and $0.73 respectively, resulting in the conversion of said principal into a total of 50,787 shares of the Company’s common stock. In addition, the remaining principal outstanding after the conversions of $63,750 was paid early, and settled in full, resulting in an additional early payoff fee of approximately $37,000, which is presented as loss on debt extinguishment on the accompanying consolidated statement of operations.

InOn ~~January~~July ~~2024~~8, 2025 and July 17, 2025, the Company issued ~~100~~two individual convertible promissory notes with two third-party lenders (July 2025 Lenders) in principal amounts of $156,000 ~~shares~~and $258,750 (July 2025 Promissory Notes), with Maturity Dates of ~~its~~April ~~common~~30, ~~stock~~2026 and July 17, 2026, respectively. Interest is charged on the principal at a10% per ~~share~~annum, ~~price~~and ofis ~~$0.53~~payable, inalong ~~full~~with ~~settlement~~the of$156,000 ~~vendor~~principal, ~~liabilities~~in ~~outstanding~~full at anthe ~~amount~~Maturity ~~equal~~Date toof ~~$53~~April 30,~~000~~ 2026. Interest Inunder ~~March~~the ~~2024~~$258,750 ~~the~~promissory ~~Company~~note ~~issued~~of 18$25,~~000~~875 ~~shares~~was due and payable upon execution of ~~its~~the ~~common~~promissory ~~stock~~note, and principal is due at various dates and amounts commencing in ~~settlement~~January of2026 ~~outstanding~~through ~~vendor~~July ~~liabilities~~17, at2026. anThe ~~amount~~Company ~~equal to~~paid a total of $1230,000 ~~stock~~in atissuance ~~per~~costs ~~share~~associated ~~prices~~with the ~~ranging~~July ~~from~~2025 Promissory Notes and OID of $~~0.50~~33,250 toassociated with the $1258,750 July 2025 Promissory Note, both recorded as a debt discount.~~00.~~ Solely Inat the ~~third~~option ~~quarter~~ of ~~2024~~the Holder, ~~corporate~~all ~~counsel~~outstanding ~~converted~~obligations ~~$18~~under the July 2025 Promissory Notes become convertible,~~000~~ per terms of ~~accrued~~the ~~liabilities~~agreements, into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $041,000 in interest expense associated with amortization of the debt discount for the year ended December 31, 2025.50 ~~per~~The ~~share~~full principal amounts of $414,750, and unamortized discount of approximately $22,000, remain outstanding at December 31, 2025.

~~Issuance of Common Stock for Cash~~28

~~During~~On September 15, 2025, the ~~year~~Company ~~ended~~issued ~~December~~a 31promissory note in the principal amount of $127,650, ~~2024~~including an OID of $27,650 (September 2025 Promissory Note). Interest is charged on the ~~Company~~principal ~~raised~~at a12% ~~total~~upon issuance of the September 2025 Promissory Note, totaling $415,~~026~~318,~~950~~ inand ~~cash~~is ~~from~~payable, along with principal, at various ~~accredited~~dates ~~investors~~and amount commencing in ~~conjunction~~March ~~with~~2026 ~~common~~through ~~stock~~the ~~subscription~~Maturity ~~agreements~~Date in July 2026. Solely upon an event of default, ~~resulting~~and at the option of the Holder inof the ~~issuance~~September 2025 Promissory Note, all outstanding amounts become convertible into shares of the Company’s common stock, at a ~~total~~conversion price equal to 65% of 5the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $13,~~908~~000 in interest expense for the year ended December 31,~~734~~ ~~shares~~2025, atassociated ~~per~~with amortization ~~share~~of ~~prices~~the ~~ranging~~debt ~~from~~discount. The full principal amount of $~~0.30~~127,650, toand unamortized debt discount of approximately $115,000, remain outstanding at December 31, 2025.~~75.~~

~~Treasury~~During ~~Stock~~the year ended December 31, 2025, the Company entered into eight individual Subscription Agreements and Convertible Promissory Notes for a total of $1,295,000 in principal (Other Convertible Notes). The unsecured loans were issued with a total of 431,682 shares of restricted common stock as original issue discount, and fair valued at approximately $597,000. Principal on the Other Convertible Notes is automatically convertible at a conversion price of $1.00 per common share on the maturity dates ranging from March 2026 to June 2026. Approximately $111,000 of debt discount was amortized as interest expense for the year ended December 31, 2025. The full principal amount of $1,285,000, and unamortized debt discount of approximately $486,000, remain outstanding at December 31, 2025.

~~During~~April ~~the~~2025 ~~year~~Loan ended December 31, 2024, the Company repurchased 17 shares of common stock for an insignificant amount, recorded as treasury stock. There were no repurchases of the Company’s common stock for the year ended December 31, 2023.Agreement

On March 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025, and was issued with an OID consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share. On September 30, 2025, the $150,000 in principal on the loan was automatically converted into 85,714 shares of the Company’s common stock in full settlement of the loan, and the Company recognized $82,286 in interest expense associated with the amortization of the OID for the year ended December 31, 2025.

Other Debt

In August 2024, the Company entered a financing arrangement with their Directors and Officers (D&O) insurance provider to fund the annual $150,000 premium related to the Company’s D&O insurance policy. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed. Unpaid premium principal incurs interest at a rate of 8.14% per annum, with nine monthly payments of principal and interest of $12,928 through May 2025.

In August 2025, the insurance policy was renewed for $150,000 in annual premium. The Company paid $37,500 in premium up front and financed the remaining $112,500 in premium owed at an annual financing rate of 7.81%, which includes nine monthly payments of premium principal and interest of $3,693 commencing September 30, 2025, with final payment due May 31, 2026. Premium principal remaining outstanding under both the 2024 and 2025 financing arrangements was $62,500 at December 31, 2025 and 2024.

Item 6. Reserved

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes ~~thereto~~ appearing elsewhere in this Form 10-K. ~~All~~This ~~statements contained herein~~section ~~are~~contains ~~not~~forward-looking ~~historical~~statements ~~facts,~~that ~~including,~~involve ~~but~~risks ~~not~~and ~~limited~~uncertainties. ~~to,~~These statements ~~regarding~~are ~~anticipated~~based ~~future~~on ~~capital~~current ~~requirements,~~expectations ~~our~~and ~~future plan~~assumptions ofregarding ~~operations,~~future ~~our~~events ~~ability~~and tooperating ~~obtain~~performance. ~~debt,~~Actual ~~equity~~results ormay ~~other~~differ ~~financing,~~materially ~~and our ability to generate cash~~ from ~~operations,~~those ~~are~~expressed ~~based~~or onimplied ~~current expectations.~~by ~~These~~these ~~statements are~~ forward-looking statements indue ~~nature~~to ~~and involve~~ a ~~number~~variety of ~~risks~~factors ~~and~~including ~~uncertainties~~those ~~that~~described ~~may~~in ~~cause~~“Risk ~~the~~Factors” ~~Company’s actual~~elsewhere ~~results~~ in ~~future~~this ~~periods to differ materially from the forecasted results~~report.

2829

Our Company

WeMobiquity ~~are~~Technologies, Inc. is a next-generation advertising technology~~, data~~ ~~compliance~~ and data intelligence company ~~which~~focused ~~operates~~on ~~through~~the ~~our~~programmatic ~~three~~advertising ~~proprietary~~industry. The Company operates proprietary software platforms inthat ~~the~~enable ~~programmatic~~advertisers, agencies, publishers and data owners to efficiently monetize digital advertising inventory, ~~industry~~consumer data and audience insights.

Our technology ecosystem is built around three primary platform solutions:

	·	Advertising Technology Operating System (ATOS)
	·	CMOne AI Marketing Platform (formerly AdHere)
	·	Data Intelligence Platforms

These platforms provide integrated capabilities including programmatic advertising execution, AI-driven campaign optimization, audience data analytics, publisher monetization tools.

Management believes that combining advertising execution technology with data intelligence solutions positions the Company to participate in multiple segments of the digital advertising value chain.

The Programmatic Advertising Industry

Programmatic advertising refers to the automated buying and selling of digital ~~ad space. In contrast to manual~~ advertising, ~~which~~inventory ~~relies~~using ~~on human interaction and negotiation between publishers and marketers~~software, ~~programmatic~~data ~~ad buying harnesses technology to purchase digital display space. This use of software~~ and algorithms ~~helps streamline~~rather adthan ~~buying~~manual ~~processes,~~negotiations ~~which~~between ~~is why programmatic has become one of the most indispensable digital marketing tools worldwide.~~advertisers Inand ~~2024, global programmatic ad spend reached an estimated 595 billion U~~publishers.~~S. dollars, with spending set to surpass $800 billion by 2028. The United States remains the leading programmatic advertising market worldwide.~~

Programmatic technology allows advertisers to target audiences in real time using data signals such as location, behavioral insights and contextual information. The automation of media buying has made programmatic advertising one of the fastest-growing segments of the digital marketing industry.

Industry sources estimate global programmatic advertising spending exceeded $595 billion in 2024 and is expected to surpass $800 billion by 2028, with the United States representing the largest market.

The industry continues to evolve toward increased use of artificial intelligence, privacy-compliant data usage and vertically integrated platforms capable of executing campaigns across multiple channels.

Strategic Positioning

Our strategy is to provide a de-fragmented advertising technology ecosystem that allows advertisers, publishers and data providers to transact within a single integrated environment.

Traditional digital advertising stacks often require multiple vendors including demand-side platforms, data management platforms, fraud detection tools, analytics software and reporting platforms. Our platforms are designed to consolidate these capabilities into a unified operating system.

Additionally, through partnerships and integrations with companies such as Context Networks, the Company is expanding its presence in specialized digital advertising environments, including casino gaming networks and digital out-of-home (DOOH) media within gaming establishments.

Management believes this represents a differentiated opportunity as the Company participates in advertising networks deployed across casino environments, including slot machines, gaming floors, digital signage and hospitality venues.

Our Mission

Our mission is to help enterprises in the programmatic industry become more efficient and effective regarding the monetization of advertising, audience segments and data compliance. We do this by offering three proprietary solutions: Our ATOS platform for brands and agencies, our data intelligence platform for audience segments and targeting, and our publisher platform for privacy compliance and publisher monetization.

Our Opportunity

By combining Context’s innovation in gaming-specific advertising with Mobiquity’s expertise in geo-targeted advertising, we’re creating a first-of-its-kind platform delivering ads to slot machines in real-time Slot machine advertising technology now live with River City Amusements; beginning of a broader rollout, introducing an omni-channel ad ecosystem within casino environments (table games, card rooms, digital signage, hospitality, etc.)

Our Solutions

~~Programmatic~~The ~~Advertising~~ATOS Platform

~~Our~~The ~~advertising~~Advertising ~~technology~~Technology Operating ~~operating~~System ~~system~~ (or “ATOS”) ~~platform~~ is aour ~~single-vendor~~core ~~end-to-end~~programmatic ~~solution~~advertising ~~that~~platform ~~blends~~designed ~~artificial~~to ~~intelligence~~automate ~~(or~~the ~~AI)~~buying, ~~and~~selling, ~~machine learning (or ML)-based optimization~~delivery, ~~technology that automatically serves advertising~~ and ~~manages~~measurement of digital advertising ~~campaigns.~~inventory ~~Our~~across ~~ATOS~~mobile, ~~platform~~desktop, ~~engages~~connected ~~with~~television ~~approximately 10~~(CTV), ~~billion~~and ~~advertisement~~other ~~opportunities~~internet-connected ~~per day~~devices.

~~As an automated programmatic ecosystem,~~ ATOS ~~increases speed~~incorporates ~~and performance, by providing dynamic technology that scales in real-time. It is this proprietary cloud-based architecture that~~artificial ~~keeps~~intelligence ~~costs~~(“AI”) ~~down~~ and ~~allows~~machine uslearning to pass along savings to our customers. Also, by offering more of the features inherent in a digital advertising campaign and removing the need for third-party integration of those features, we believe that our ATOS platform can be substantially more time efficient and cost efficient than other Demand-Side Platforms (~~or DSPs~~“ML”). ~~Our~~technologies ~~ATOS platform also decreases the effective cost basis for users by integrating all the necessary capabilities at no additional cost as compared~~ to ~~the~~optimize ~~costs~~campaign ~~to outsource these capabilities to one or more providers in a fragmented ecosystem. DSP and bidding technologies~~performance, ~~AdCop™~~automate ~~Fraud Protection, rich media and ad serving,~~inventory ~~attribution~~management, ~~reporting dashboard~~ and ~~DMP~~improve ~~are~~audience ~~all included in our ATOS platform~~targeting.

~~Data~~Based ~~Intelligence~~on ~~Platform~~internal platform activity logs, ATOS processes approximately 10 billion advertising opportunities per day.

~~Our~~Key ~~data~~capabilities intelligence platform provides precise data and insights on consumer’s real-world behavior and trends for use in marketing and research. Our management believes, based on our experience in the industry, that we provide one of the most accurate and scalable solutions for data collection and analysis, utilizing multiple internally developed proprietary technologies.include:

29· Ad serving and demand-side platform functionality · AI-driven campaign optimization · Audience and location targeting · Contextual targeting and identity graph integration · Real-time analytics and campaign reporting · Fraud detection and inventory quality tools · Private marketplace capabilities

WeThe ~~provide~~ATOS ~~our data intelligence~~ platform ~~to our~~consists ~~customers~~primarily onof aproprietary ~~managed~~internally ~~services~~developed ~~basis~~technology ~~and~~supplemented ~~also~~by ~~offer~~certain ~~a self~~open-~~service~~source ~~alternative through our MobiExchange product, which is a~~ software~~-as-a-service (or~~ ~~SaaS) fee model~~components. MobiExchange is a data-focused technology solution that enables users to rapidly build actionable data and insights for its own use. MobiExchange’s easy-to-use, self-service tools allow anyone to reduce the complex technical and financial barriers typically associated with turning offline data, and other business data, into actionable digital products and services. MobiExchange provides out-of-the box private labeling, flexible branding, content management, user management, user communications, subscriptions, payment, invoices, reporting, gateways to third party platforms, and help desk, among other things.

~~Publisher~~Data Intelligence Platform ~~for~~- ~~Monetization and Compliance~~MobiExchange

Our ~~content~~Data ~~publisher~~Intelligence ~~platform is a single-vendor~~Platform, admarketed ~~tech~~as ~~operating~~MobiExchange, ~~system~~provides ~~that allows publishers to better monetize their opt-in user~~ data ~~and advertising inventory. The platform includes tools for: consent management~~ingestion, ~~audience building~~normalization, ~~a direct advertising interface~~ and ~~inventory~~analytics ~~enhancement.~~capabilities ~~Our~~designed ~~publisher platform provides content publishers the functionality~~ to ~~use~~transform ~~its~~large ~~user~~volumes ~~identifier data to create inventories~~ of ~~profiled~~ data ~~segments and to target audiences~~ ~~with~~into ~~advertising~~actionable ~~using~~insights ~~that~~for ~~data,~~advertisers inand aenterprise ~~data privacy compliant manner~~clients.

The platform aggregates multiple forms of data including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange enables customers to analyze audiences, develop marketing insights, and build custom data products.

MobiExchange is offered primarily as a software-as-a-service (“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.

The platform is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.

CMOne Publisher Platform (Formerly AdHere)

Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.

CMOne represents an enhanced version of the original AdHere platform and incorporates expanded functionality including:

	·	AI-assisted campaign optimization
	·	First-party data activation and audience segmentation
	·	Integrated privacy and consent management tools
	·	Direct advertising sales management
	·	Programmatic inventory monetization tools

The platform addresses industry changes resulting from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data while monetizing digital inventory in a compliant manner.

Our Revenue Sources

WeThe ~~target~~Company ~~publishers,~~generates brands, advertising agencies and other advertising technology companies as our audience for our three platform products. Our sales and marketing strategy is focused on providing a de-fragmented operating system that facilitates a considerably more efficient and effective way for advertisers and publishers to transact with each other. Our goal is to become the programmatic display advertising industry standard for small and medium sized advertisers. We generate revenue ~~from~~primarily ~~our platforms~~ through two ~~verticals~~operating models:

·Platform ~~The~~Licensing. ~~first~~Clients islicense ~~licensing~~ one or more of our platforms ason a ~~white-label~~SaaS ~~product for use by advertising agencies, demand-side platforms (~~or ~~DSP’s), brands and publishers. Under the~~ white-label ~~scenario,~~basis ~~the user licenses a platform from us~~ and ispay ~~responsible~~fees ~~for~~typically ~~running~~based ~~its own business operations and is billed a percentage of amounts spent~~ on ~~advertising run through the~~ platform. ·usage ~~The~~or ~~third revenue stream is~~ a ~~managed services model, in which, the user is billed a higher~~ percentage of ~~revenue~~advertising ~~run through a platform, but all services are managed by us~~spend.

Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.

Our customers include advertising agencies, brands, publishers, and other advertising technology companies.

Plan of Operation

Management’s strategy is focused on expanding adoption of the Company’s technology platforms while pursuing strategic partnerships that extend the reach of our advertising ecosystem.

Key areas of focus include:

	·	expansion of CMOne SaaS subscriptions
	·	growth of programmatic advertising volumes through ATOS
	·	expansion of data intelligence products through MobiExchange
	·	development of specialized advertising environments such as casino gaming networks
	·	continued integration of artificial intelligence tools across our platform ecosystem

Management believes these initiatives position the Company to capture opportunities across multiple segments of the rapidly expanding programmatic advertising industry.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

Use of Estimates

~~Preparing~~The preparation of the Company’s consolidated financial statements in conformity with ~~U.S.~~ GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and ~~the~~ disclosure of contingent assets and liabilities at the date of the consolidated financial statements and ~~revenues~~the reported amounts of revenue and expenses during the ~~reported~~reporting ~~periods~~period. Actual results could differ from ~~those~~such estimates~~, and those estimates may be material~~.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant ~~risks~~risk and uncertainties including financial and operational risks ~~including~~and the potential ~~risk~~ of overall business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s ~~distribution~~service ~~of the product~~offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company ~~accounts~~follows ~~for~~ASC ~~financial instruments~~820, atFair ~~fair~~Value ~~value~~Measurement, ~~which~~for asfinancial isassets ~~defined~~and asliabilities ~~the exchange price~~ that ~~would~~are bemeasured ~~received~~and toreported ~~sell~~at anfair ~~asset~~value. orThe ~~paid~~Company todid ~~transfer a liability (exit~~not ~~price)~~have inany anassets ~~orderly~~or ~~transaction~~liabilities ~~between~~measured ~~market~~at ~~participants~~fair atvalue ~~the~~on ~~measurement~~a ~~date.~~recurring ~~The~~basis ~~valuation~~as ~~techniques~~of ~~are~~December ~~based~~31, on2025 ~~observable~~ and ~~unobservable inputs~~2024. ~~Observable~~The ~~inputs~~carrying ~~reflect~~amounts ~~readily~~of accounts ~~obtainable~~payable, ~~data~~accrued ~~from independent sources~~expenses, ~~while~~and ~~unobservable~~amounts ~~inputs~~due ~~reflect certain~~to ~~market~~related ~~assumptions.~~party ~~There~~approximate ~~are~~fair ~~three~~value ~~levels~~because of ~~inputs~~the ~~that~~nature ~~may~~of bethese ~~used~~instruments and totheir ~~measure~~relatively ~~fair~~short-term ~~value:~~ settlement characteristics.

· Level 1—Valuation based on unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access; · Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; and · Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued expenses, and contract liabilities. On December 31, 2024, and 2023, the carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments, or they are receivable or payable on demand. The fair value of the Company’s debt approximates its carrying value based on current financing rates available to the Company and its short-term nature.

The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments.

Accounts Receivable

Accounts receivable represent customer obligations under normal trade terms and are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides an allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 Impairment or Disposal of Long-Lived Assets. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the assets.

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Revenue Recognition

The Company ~~recognizes~~generates revenue inprimarily ~~accordance~~from ~~with~~internet ~~Accounting~~advertising, ~~Standards~~platform ~~Codification (ASC) Topic 606~~licensing, ~~Revenue~~and ~~from~~managed ~~Contracts~~services ~~with~~arrangements ~~Customers~~and ~~(ASC~~recognizes ~~606) to align~~ revenue ~~recognition more~~in ~~closely~~accordance with ~~the~~ASC ~~delivery~~606, ofRevenue from ~~the~~Contracts ~~Company’s services and will provide financial statement readers~~ with ~~enhanced disclosures~~Customers. In ~~accordance~~Revenue ~~with ASC 606, revenue~~ is recognized when ~~a customer obtains~~ control of the promised services. ~~The~~is ~~amount~~transferred ofto ~~revenue~~the ~~recognized~~customer in an amount that reflects the consideration ~~to which~~ the Company expects to be entitled to ~~receive~~ in exchange for ~~these~~those services. ~~To achieve this core principle, the Company applies the following five steps:~~

~~Identify~~In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with athe customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.

AThe ~~contract with a customer exists when (i) the~~ Company ~~enters into an enforceable contract with a customer that defines each party~~’s ~~rights~~contracts ~~regarding~~generally ~~the services to be transferred~~contain ~~and~~a ~~identifies~~single ~~the~~performance ~~payment terms related to these services~~obligation, ~~(ii)~~or ~~the~~a ~~contract~~series ~~has commercial substance and, (iii) the Company determines that collection~~ of substantially ~~all~~similar ~~consideration for~~ services ~~that~~treated ~~are~~as ~~transferred~~a issingle ~~probable~~performance ~~based~~obligation. onRevenue ~~the customer’s intent~~is ~~and~~recognized ~~ability~~at ~~to pay~~ the ~~promised~~point ~~consideration. The Company applies judgment~~ in ~~determining~~time ~~the~~or ~~customer’s~~over ~~ability~~time, ~~and~~as ~~intention to pay~~applicable, ~~which is~~ based on athe ~~variety~~nature of ~~factors including~~ the ~~customer’s~~promised ~~historical~~services ~~payment experience or, in the case of a new customer, published credit~~ and ~~financial information pertaining to~~ the ~~customer~~contractual terms.

~~Identify~~The Company evaluates its role in arrangements with customers to determine whether it acts as a principal or an agent. In making this assessment, the ~~performance~~Company ~~obligations~~considers whether it obtains control of the specified goods before they are transferred to the customer, including indicators such as (i) primary responsibility for fulfillment of the promise to provide the goods, (ii) inventory risk, if applicable, before or after transfer of the goods, and (iii) discretion in establishing prices. Based on this evaluation, the Company has concluded that it generally acts as a principal in its customer ~~contract~~arrangements because it controls the services before they are transferred to customers. As a result, revenue is recognized on a gross basis, representing the amount billed to the customer. The Company reassesses principal versus agent conclusions when facts and circumstances change.

~~Performance~~The ~~obligations~~transaction ~~promised~~price inis agenerally ~~contract are~~fixed ~~identified~~and ~~based~~determinable at oncontract ~~the~~inception ~~services~~and ~~that~~is ~~will~~stated bein ~~transferred to~~ the customer ~~that~~contract. ~~are~~The ~~both~~Company ~~capable~~considers the effects of ~~being~~variable ~~distinct~~consideration, ~~whereby~~including ~~the customer~~discounts ~~can~~and ~~benefit from the service either on its own or together with~~ other ~~resources~~price ~~that are readily available from third parties or from the Company~~concessions, and ~~are~~includes ~~distinct~~an inestimate ~~the context~~ of ~~the~~such ~~contract,~~amounts ~~whereby~~in the ~~transfer~~transaction ofprice ~~the~~only ~~services~~to ~~is separately identifiable from other promises in~~ the ~~contract. To the~~ extent athat ~~contract~~it ~~includes~~is ~~multiple promised services, the Company must apply judgment to determine whether~~probable ~~promised~~that ~~services~~a ~~are~~significant ~~capable~~reversal of ~~being~~cumulative ~~distinct~~revenue ~~and~~will ~~distinct~~not inoccur ~~the~~when ~~context of~~ the ~~contract.~~uncertainty Ifis ~~these~~resolved, ~~criteria~~if ~~are not met the promised services are accounted for as a combined performance obligation~~applicable.

~~Determine~~The Company typically invoices customers at or shortly after the ~~transaction~~time ~~price~~control of the products transfers to the customer. Payment terms are customary for the industry and generally range from 30 to 90 days. As a result, contracts with customers do not typically include a significant financing component. Contract assets are not significant, as the Company’s right to consideration is generally unconditional at the time of invoicing. Contract liabilities (deferred revenue) primarily relate to advance payments from customers and are recognized as revenue when the related performance obligations are satisfied.

~~The~~Contract ~~transaction~~liabilities ~~price~~consist isprimarily ~~determined~~of ~~based on the consideration to which the Company will be entitled in exchange for transferring services to the~~ customer~~. To the extent the transaction~~ ~~price~~deposits ~~includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method~~ or ~~the~~advance ~~most~~billings ~~likely~~and ~~amount~~are ~~method~~recognized ~~depending~~as on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue ~~under~~when the ~~contract~~related ~~will~~performance ~~not~~obligations ~~occur.~~are ~~None of the Company’s contracts as of December 31, 2024, and 2023, contained a significant financing component or variable consideration terms~~satisfied.

~~Allocate~~All revenues recognized for the ~~transaction~~years ~~price~~ended toDecember ~~performance obligations~~31, in2025 ~~the~~and ~~contract~~2024 were derived from internet advertising and related platform services.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.34

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations either overtime or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Each of the Company’s customer contracts is deemed to have a single performance obligation. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 Compensation – Stock Compensation using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which is generally the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the Black-Scholes model for measuring the fair value of options and other equity instruments granted to both employees and non-employees.

When determining fair value of stock-based compensation, the Company considers the following assumptions incorporated into the Black-Scholes model:

	·	Exercise price,

	·	Expected dividends,

	·	Expected volatility,

	·	Risk-free interest rate; and

	·	Expected life of option

Recent Issued Accounting Pronouncements

We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (FASB) through the date their consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company.

Plan of Operation

Mobiquity intends to hire several new sales and sales support individuals to help generate additional revenue using the ATOS platform, our new Publisher Platform, and the Mobiquity Networks MobiExchange. Mobiquity’s sales team will focus on Advertising Agencies, Brands, and publishers to help increase both supply and demand across the ATOS platform while providing unique data segments utilizing MobiExchange. Together the ATOS platform and MobiExchange platform create multiple revenue streams for Mobiquity. The first is licensing the ATOS platform as a white-label product for use by Advertising Agencies, DSP’s, Publishers, and Brands. Under the White-Label scenario, the user licenses the technology and is responsible for running its own business operations and is billed a percentage of volume run through the platform. The second revenue stream is a managed services model in which the user is billed a higher percentage of revenue run through the platform, but all services are managed by the Mobiquity/Advangelists team. The third revenue model is a seat model, where the user is billed a percentage of revenue run through the platform and business operations are shared between the user and the Mobiquity/Advangelists team. Additional revenue can be generated by offering data segments and digital audiences through MobiExchange for use in omnichannel marketing programs that include but not limited to programmatic advertising email marketing and SMS. The goal of the sales team is to inform potential users of the benefits in efficiency and effectiveness of utilizing the end-to-end, fully integrated ATOS created by Advangelists and Mobiquity Networks. New sales and support individuals are also needed to generate revenue for our new Publisher Platform. The target audiences for this platform will be website publishers, application publishers, Connected TV (CTV) publishers and Supply-Side Platform (SSP) operators.

Results of Operations

Year Ended December 31, ~~2024~~2025, Compared to Year Ended December 31, ~~2023~~2024

The following table sets forth certain selected statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.

	Year Ended
	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Revenues	$	2112,~~085,471~~316		$	~~860~~2,~~090~~085,471
Cost of revenues		188,~~123,849~~305			~~480~~1,~~160~~123,849
Gross profit		~~961~~24,~~622~~011			~~379~~961,~~930~~622
Total operating expenses		9,~~172~~520,~~687~~914			59,~~928~~172,~~678~~687
Loss from operations	$	(89,~~211~~496,~~065~~903	)	$	(58,~~548~~211,~~748~~065	)

We generated revenues of $2112,~~085,471~~316 in fiscal ~~2024~~ 2025 compared to $~~860~~2,~~090~~085,471 for ~~the~~fiscal ~~same period of 2023~~2024, ana ~~increase~~decrease of $1,~~225~~973,~~381~~155. The ~~increase~~decrease can be directly attributed to the political revenue indecrease from 2024. The Company has developed several new features which we believe will help grow revenue in ~~2025~~ 2026 and beyond.

~~Cost~~Revenue offor ~~revenues~~the ~~was~~year $1ended December 31,~~123,849~~ or2025 ~~54%~~was ofinfluenced ~~revenues in~~by ~~fiscal~~several ~~2024~~factors, asincluding ~~compared~~customer ~~to $480~~concentration,~~160~~ orthe ~~56%~~timing of ~~revenues~~campaign inlaunches ~~fiscal~~and ~~2023. Costs of revenues include audience building~~renewals, ~~targeting features~~ ~~and~~adoption ~~web services for storage~~ of ~~our~~the ~~data~~Company’s ~~and~~newer ~~web engineers who are building and maintaining our~~ platforms., ~~Our~~including ~~ability~~CMOne, ~~to capture~~ and ~~store~~ ~~data~~the ~~for~~timing ~~sales~~of ~~does~~deployments ~~not~~associated ~~translate~~with tothe ~~increased~~Company’s ~~cost~~partnership with ofContext ~~revenues~~Networks.

~~Gross profit was $961,622 or 46% of revenues for fiscal 2024 as compared to $379,930 in the same period of 2023 or 44% of revenues.~~35

~~Operating~~Management ~~expenses~~expects ~~were~~that $9future revenue growth,~~172~~ if any,~~687~~ ~~for~~will ~~fiscal~~be increasingly influenced by the expansion of the Company’s casino and gaming advertising network, ~~2024~~increased ~~compared~~adoption toof $5AI-enabled capabilities within CMOne,~~928,678~~ and growth in ~~the~~programmatic ~~prior~~advertising ~~year~~spend processed through ATOS. However, the antiming ~~increase~~and extent of ~~$3,244,009~~such growth remain uncertain. ~~The~~Management ~~increase~~expects inthat ~~operating~~future ~~costs~~revenue ~~was~~growth ~~primarily~~will ~~related~~depend toon athe ~~non-cash~~Company’s ~~increase~~ability into ~~stock-based~~increase ~~compensation~~adoption of ~~approximately~~its $3software platforms,~~786,000,~~ ~~reductions~~expand inrecurring ~~professional~~SaaS ~~fees~~and ofmanaged ~~approximately~~services ~~$311~~revenue,~~000,~~ ~~insurance~~and convert strategic deployments ofand ~~$51~~partnerships into revenue-producing activity. However,~~000~~ ~~and~~there ~~license~~can ~~fees~~be ofno ~~$160~~assurance that these initiatives will generate revenue on the timing or scale expected by management,~~000~~ or that they will offset the decline from non-recurring political advertising revenue.

~~The~~Cost of ~~loss~~revenues ~~from operations for fiscal 2024~~ was $888,~~211,065 as~~305 ~~compared~~or to79% ~~$5,548,748~~of ~~for~~revenues ~~the~~in ~~prior~~fiscal ~~year.~~205 ~~Our~~as ~~loss~~compared ~~from~~to ~~operations increased by approximately~~ $21,~~662~~123,~~000,~~849 ~~driven~~or in54% ~~part~~of byrevenues ~~the~~in ~~approximately $3,244,000~~fiscal ~~increase~~2024. inCosts ~~operating~~of ~~expenses~~revenues include ~~discussed~~audience ~~above~~building, ~~offset~~targeting byfeatures aand ~~decrease~~web ~~amortization~~services ~~cost~~for storage of ~~$292,000~~our data and ~~interest~~web ~~expense~~engineers ~~by $293,000.~~who ~~The~~are ~~continuing~~building ~~operating~~and ~~loss~~maintaining our isplatforms. ~~attributable~~Our ability to ~~the~~capture ~~focused~~and ~~effort~~store indata ~~creating~~for ~~the~~sales ~~products~~does ~~and~~not ~~services~~translate ~~required~~ to ~~move~~increased ~~forward with~~cost ~~our~~of ~~business~~revenues.

Gross profit was $24,011 or 21% of revenues for fiscal 2025 as compared to $961,622 in the same period of 2024 or 46% of revenues.

Operating expenses were $9,520,914 for fiscal 2025 compared to $9,172,687 in the prior year, an increase of $348,227. The increase in operating costs was primarily related to an increase in professional fees of approximately $2,140,000, offset by decreases in non-cash stock-based compensation of approximately $2,176,000, commissions of approximately $138,000, computer and internet of $412,000, and license fees of $83,000.

Furthermore, during the year ended December 31, 2025, operating expenses increased as the Company continued to invest in platform development, including AI and machine learning capabilities, supported integration and deployment efforts related to its strategic partnerships, and expanded business development activities.

The Company expects operating expenses to remain elevated in the near term as it continues to invest in its growth strategy. The Company’s ability to achieve operating leverage is dependent upon its ability to increase revenues, which is subject to significant uncertainty.

The loss from operations for fiscal 2025 was $9,496,903 as compared to $8,211,065 for fiscal 2024. Our loss from operations increased by approximately $1,286,000, driven in part by the approximately $348,000 increase in operating expenses discussed above, along with the decrease in revenue of approximately $2,000,000. The continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business, and the Company expects to incur operating losses in the near term as it executes its growth strategy.

Liquidity and Capital Resources

We had cash of $1642,~~159,933~~ 515 at December 31, ~~2024~~2025. Cash used in operating activities for the year ended December 31, ~~2024~~2025, was $25,~~406~~353,~~881~~379. This resulted from a net loss of $810,~~593~~434,~~182~~289, partially offset by non-cash expenses, including depreciation of property and equipment, and amortization of intangible assets, of $~~391~~722,~~931~~632, stock-based compensation of $41,~~093~~917,~~346~~230, ~~and~~ warrants and stock issued for services of $~~541~~2,~~270~~232,980, and amortization of debt discount of $~~439~~819,~~704~~582, loss ~~decrease~~on disposal of assets of $1,670, a net increase in accounts receivables, prepaid assets and other assets of $~~113~~660,~~575~~478, and a net increase in accounts payable and accrued expenses ~~including contract liabilities~~ of $~~673~~30,~~576~~258. For the year ended December 31, ~~2024~~2025, cash used in investing ~~activities~~ activities was $1,~~444,396~~987 related to the ~~software~~purchase ~~development~~of ~~costs~~property and equipment. Cash provided by financing activities of $4,~~482~~837,~~938~~948 was the result of issuance of common stock for cash of $43,~~026~~348,~~950~~987, proceeds from the issuance of debt, net of issuance costs, of $12,~~446~~293,~~015~~504, offset by ~~repayments~~ repayments of ~~notes~~long-term ~~payable~~debt totaling $~~990~~804,~~021~~543.

3436

We had cash of $~~528~~1,~~272~~ 159,933 at December 31, ~~2023~~2024. Cash used in operating activities for the year ended December 31, ~~2023~~2024, was $42,~~395~~406,~~868~~881. This resulted from a net loss of $68,~~533~~593,~~117~~182, partially offset by non-cash expenses, including depreciation of property and equipment, and amortization of intangible assets, of $~~685~~391,~~264~~931, stock-based compensation of $~~306~~4,~~929~~093,346, and warrants and stock issued for ~~service~~services of $~~148~~541,~~464~~270, ~~loss~~and onamortization of debt ~~extinguishment~~discount of $~~396~~439,~~322~~704, a net decrease in accounts receivables, prepaid assets and ~~amortization~~other assets of ~~debt~~$113,575, ~~discount~~a net increase in accounts payable and accrued expenses, including contract liabilities, of $~~738~~673,~~142~~576. For the year ended December 31, ~~2023~~2024, cash used in investing activities was $21,~~157~~444,~~930 related~~396 related to the software development costs. Cash provided by financing activities of $64,~~861~~482,~~216~~938 was the result of issuance of common stock for ~~and~~cash ~~prefunded warrants, net~~ of ~~issuance costs, of~~ $54,~~735~~026,~~499~~950, ~~issuance of preferred stock of $1,233,000,~~ proceeds from the issuance of debt, net of issuance costs, of $1,~~511~~446,~~500~~015, offset by repayments of notes payable totaling $1990,~~618,783~~021.

~~Our~~Management ~~company~~is ~~commenced~~pursuing ~~operations~~several ininitiatives ~~1998 and was~~intended ~~initially funded by our three founders, each of whom has made demand loans~~ to ~~our~~address ~~company~~liquidity ~~that have been repaid. Since 1999~~needs, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2024 and beyond until cash flow from our proximity marketing operations becomes substantial.including:

	(i)	utilizing existing equity line of credit and other financing arrangements, to the extent available;
	(ii)	pursuing additional capital raises through the issuance of common stock, preferred stock, convertible securities, or other financing alternatives;
	(iii)	seeking to increase recurring revenue through commercialization of the Company’s platform offerings and strategic partnerships; and
	(iv)	continuing to manage operating expenses, including the use of contractors and variable cost structures, while preserving core operational capabilities.

There can be no assurance that these plans will be successful or that additional financing will be available on acceptable terms, or at all.

Our company commenced operations in 1998 and was initially funded by our three founders, each of whom has made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2026 and beyond until cash flow from our proximity marketing operations becomes substantial.

Debt and Equity Transactions

For a description of debt and equity transactions for fiscal years ended December 31, ~~2024~~2025, and ~~2023~~2024, reference is made to the Notes to the Consolidated Financial Statements described elsewhere herein.

Off-Balance Sheet Arrangements

As of December 31, ~~2024~~2025, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 7A. Qualitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short-term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.

Item 8. Financial Statements

Financial Statements and Supplementary Data

3537

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Mobiquity Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Mobiquity Technologies, Inc. (the Company) as of December 31, ~~2024~~2025 and ~~2023 and~~ the related consolidated statements of operations, stockholders’ equity and cash flows for ~~each of~~ the ~~two~~year ~~years~~ ended December 31, ~~2024~~2025, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for each of the ~~two~~year ~~years in the period~~ ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, at December 31, 2025, the Company had a working capital deficit of $3,122,131, an accumulated deficit of $236,067,810 and a net loss of $10,434,289 for the year then ended. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters are matters arising from the current period audit of the financial statements that are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

Goodwill and long-lived asset impairment assessment

As discussed in Note 2 to the consolidated financial statements, the Company’s consolidated goodwill and capitalized internally developed software costs asset, net, balance was approximately $1.4 million and $2.5 million at December 31, 2025, respectively. Goodwill is tested for impairment by management at least annually at the reporting unit level. The determination of fair value of a reporting unit for the goodwill impairment test requires management to make significant estimates and assumptions related to forecasts of future revenues and assumptions used in a market approach valuation method such as comparable valuation multiples. Capitalized internally developed software costs are assessed using the guidance for long lived assets using a qualitative approach to assess if any conditions exist for impairment, which was noted by management as none. As disclosed by management, changes in these assumptions could have a significant impact on either the fair value of the reporting unit or intangible assets and the resulting impairment charges.

We identified the goodwill and long-lived asset (specifically capitalized internally developed software costs impairment assessment) as a critical audit matter. Auditing management’s judgments regarding the assumptions discussed above involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included (a) evaluated the reasonableness of management’s revenue forecasts by obtaining supporting agreements and confirmations of the expected revenues, (b) evaluated the reasonableness of the comparable valuation multiples assumptions used in the market approach valuation method, (c) evaluated whether the valuation method used by management was appropriate and (e) recomputed the valuation amounts and impairment computations, as applicable. (f) evaluated the qualitative assessment and facts noted with corroboration to information obtained during the audit. We agreed with management’s assessment for the year ended December 31, 2025, which concluded no impairment had occurred for either goodwill or capitalized internally developed software costs.

/s/ Stephano Slack LLC (ID#3523)

We have served as the Company’s auditor since 2025

Wayne, PA

April 8, 2026

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Mobiquity Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Mobiquity Technologies, Inc. (the Company) as of December 31, 2024 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. . As discussed in Note 1 to the consolidated financial statements, at December 31, 2024, the Company had a working capital deficit of $1,257,393, an accumulated deficit of $225,633,521 and a net loss of $8,593,182 for the year then ended. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit provides a reasonable basis for our opinion.

ASSURANCE DIMENSIONS, LLC

also d/b/a McNAMARA and ASSOCIATES, LLC

TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

JACKSONVILLE: 7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

SOUTH FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053

www.assurancedimensions.com

“Assurance Dimensions” is the brand name under which Assurance Dimensions, LLC including its subsidiary McNamara and Associates, LLC (referred together as “AD LLC”) and AbitOs Advisors, LLC (“AbitOs Advisors”), provide professional services. AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to its clients, and AbitOs Advisors provide tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary entities are not licensed CPA firms.

Critical Audit Matters

F-3

Determination of capitalized internally developed software costs asset

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company capitalizes certain internal-use software costs related to new products as well as existing products when those costs will result in significant additional functionality. The Company’s capitalized internally developed software costs asset, net of accumulated amortization, was $3.2 million as of December 31, 2024. The Company capitalized $1.4 million of internal-use software costs during the year ended December 31, 2024.

We identified the determination of capitalized internally developed software costs as a critical audit matter because of the degree of subjectivity involved in assessing which projects and costs met the capitalization criteria.

The primary procedures we performed to address this critical audit matter included the following. We reviewed the Company’s process to capitalize internal-use software development costs, including the determination of which software development projects met the capitalization criteria. We evaluated the Company’s current year software project capitalization conclusions and discussed the objective and status of the software projects with IT department management to assess those conclusions. We also assessed the reliability of the Company’s conclusions through confirmations and interviews with a sample of individual internal and external software developers regarding the nature of their development activities. We agreed with management’s assessment for the year ended December 31, 2024 which concluded capitalization was appropriate.

Goodwill and long-lived asset impairment assessment

As discussed in Note 2 to the consolidated financial statements, the Company’s consolidated goodwill and capitalized internally developed software costs asset, net, balance was approximately $1.4 million and $3.2 million at December 31, 2024, respectively. Goodwill is tested for impairment by management at least annually at the reporting unit level. The determination of fair value of a reporting unit for the goodwill impairment test requires management to make significant estimates and assumptions related to forecasts of future revenues and assumptions used in a market approach valuation method such as comparable valuation multiples. Capitalized internally developed software costs are assessed using the guidance for long lived assets using a qualitative approach to assess if any conditions exist for impairment, which was noted by management as none. As disclosed by management, changes in these assumptions could have a significant impact on either the fair value of the reporting unit or intangible assets and the resulting the impairment charges.

We identified the goodwill and long lived asset (specifically capitalized internally developed software costs impairment assessment as a critical audit matter. Auditing management’s judgments regarding the assumptions discussed above involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included (a) evaluated the reasonableness of management’s revenue forecasts by obtaining supporting agreements and confirmations of the expected revenues, (b) evaluated the reasonableness of the comparable valuation multiples assumptions used in the market approach valuation method, (c) evaluated whether the valuation method used by management was appropriate and (e) recomputed the valuation amounts and impairment computations, as applicable. (f) evaluated the qualitative assessment and facts noted with corroboration to information obtained during the audit. We agreed with management’s assessment for the year ended December 31, 2024 which concluded no impairment had occurred for either goodwill or capitalized internally developed software costs.

/s/ Assurance Dimensions

Assurance Dimensions

We have served as the Company’s auditor since 2023

Coral Springs, Florida.

April 7, 2025

PCAOB ID 5036

37F-4

Mobiquity ~~Technology~~Technologies, Inc.

Consolidated Balance Sheets

As of December 31, 2024 and 2023


	December 31,			December 31,
	2025			2024
Assets
Current Assets
Cash	$	642,515		$	1,159,933
Accounts receivable, net		13,082			47,916
Prepaid and other current assets		784,352			768,622
Total Current Assets		1,439,949			1,976,471

Property and equipment, net		2,565			4,417

Goodwill		1,352,865			1,352,865
Capitalized software development costs, net		2,464,097			3,184,562
Investment		500,014			–
Total Assets	$	5,759,490		$	6,518,315

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	2,449,562		$	2,528,463
Accrued interest - related party		30,643			6,000
Contract liabilities		25,486			25,486
Debt, net		2,056,389			673,915
Total Current Liabilities		4,562,080			3,233,864

Total Liabilities		4,562,080			3,233,864

Commitments and Contingencies (Note 9)		–			–

Stockholders' Equity

AAA preferred stock; $0.0001 par value, 1,250,000 shares authorized, 31,413 shares issued and outstanding		3			3
Preferred stock Series E; $0.0001 par value, 70,000 shares authorized, 61,688 shares issued and outstanding		6			6
Preferred stock Series H; $0.0001 par value, 770,000 shares authorized, no shares issued and outstanding		–			–
Common stock; $0.0001 par value, 100,000,000 shares authorized, 23,551,403 and 18,721,240 shares issued, 23,548,886 and 18,718,723 shares outstanding		2,356			1,872
Treasury stock, at cost, $0.0001 par value 2,517 shares outstanding		(1,350,006	)		(1,350,006	)
Additional paid-in capital		238,612,861			230,266,097
Accumulated deficit		(236,067,810	)		(225,633,521	)
Total Stockholders' Equity		1,197,410			3,284,451
Total Liabilities and Stockholders' Equity	$	5,759,490		$	6,518,315

	2024			2023
Assets
Current Assets
Cash	$	1,159,933		$	528,272
Accounts receivable, net		47,916			34,628
Prepaid and other current assets (including prepaid stock compensation)		768,622			149,635
Total Current Assets		1,976,471			712,535
Property and equipment, net		4,417			7,298
Goodwill		1,352,865			1,352,865
Intangible assets, net		–			76,488
Capitalized software development costs, net		3,184,562			2,049,908
Total Assets	$	6,518,315		$	4,199,094
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	2,528,463		$	1,626,914
Accrued interest - related party		6,000			–
Contract liabilities		25,486			195,135
Debt, current portion, net		673,915			168,717
Total Current Liabilities		3,233,864			1,990,766
Total Liabilities		3,233,864			1,990,766
Commitments and Contingencies (Note 9)		–			–
Stockholders' Equity
AAA preferred stock; $0.0001 par value, 1,250,000 shares authorized, 31,413 shares issued and outstanding		3			3
Preferred stock Series E; $0.0001 par value, 70,000 shares authorized, 61,688 shares issued and outstanding		6			6
Preferred stock Series H; $0.0001 par value, 770,000 shares authorized, zero and 768,473 shares issued and outstanding at December 31, 2024 and 2023, respectively		–			78
Common stock; $0.0001 par value, 100,000,000 shares authorized, 18,721,240 and 3,994,926 shares issued, 18,718,723 and 3,992,426 shares outstanding at December 31, 2024 and 2023, respectively		1,872			400
Treasury stock, at cost, $0.0001 par value 2,517 and 2,500 shares outstanding		(1,350,006	)		(1,350,000	)
Additional paid-in capital		230,266,097			220,598,180
Accumulated deficit		(225,633,521	)		(217,040,339	)
Total Stockholders' Equity		3,284,451			2,208,328
Total Liabilities and Stockholders' Equity	$	6,518,315		$	4,199,094

The accompanying notes are an integral part of these consolidated financial statements

~~See notes to consolidated financial statements~~F-5

38Mobiquity Technologies, Inc.

Mobiquity Technology, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, 2024 and 2023


	Years Ended December 31,
	2025			2024

Revenues	$	112,316		$	2,085,471

Cost of revenues		88,305			1,123,849

Gross profit (loss)		24,011			961,622

Operating expenses
General and administrative expenses		8,798,281			8,781,756
Depreciation and amortization		722,633			390,931
Total operating expenses		9,520,914			9,172,687

Loss from operations		(9,496,903	)		(8,211,065	)

Other income (expense)
Interest expense		(898,305	)		(478,564	)
Loss on debt extinguishment		(37,440	)		–
Loss on disposal of fixed assets		(1,672	)		–
Interest income		31			12,123
Total other expense - net		(937,386	)		(466,441	)

Net loss before income taxes		(10,434,289	)		(8,677,506	)

Income tax benefit		–			84,324

Net loss	$	(10,434,289	)	$	(8,593,182	)

Loss per share - basic and diluted	$	(0.49	)	$	(0.85	)

Weighted average number of shares outstanding - basic and diluted		21,217,511			10,161,585

	2024			2023
Revenues	$	2,085,471		$	860,090
Cost of revenues		1,123,849			480,160
Gross profit		961,622			379,930
Operating expenses
General and administrative expenses		8,781,756			5,243,414
Depreciation and amortization		390,931			685,264
Total operating expenses		9,172,687			5,928,678
Loss from operations		(8,211,065	)		(5,548,748	)
Other income (expense)
Interest expense		(478,564	)		(771,899	)
Loss on extinguishment of debt - related party		–			(396,322	)
Loss on disposal of fixed assets		–			(695	)
Interest income		12,123			2,506
Total other income (expense) - net		(466,441	)		(1,166,410	)
Net loss before income taxes		(8,677,506	)		(6,715,158	)
Income tax benefit		84,324			182,041
Net loss	$	(8,593,182	)	$	(6,533,117	)
Loss per share - basic	$	(0.85	)	$	(3.18	)
Loss per share - diluted	$	(0.85	)	$	(3.18	)
Weighted average number of shares outstanding - basic		10,161,585			2,055,059
Weighted average number of shares outstanding - diluted		10,161,585			2,055,059

The accompanying notes are an integral part of these consolidated financial statements

~~See notes to consolidated financial statements~~F-6

39Mobiquity Technologies, Inc.

~~Mobiquity~~Consolidated Statements ~~Technology,~~of ~~Inc.~~Stockholders' Equity

~~Consolidated~~For the ~~Statements~~Years ofEnded ~~Stockholders'~~December ~~Equity~~31, ~~(Deficit)~~2025 and 2024

For the Years Ended December 31, 2024 and 2023

Series E Preferred Stock

Series H Preferred Stock

Series AAA Preferred Stock

Amount

Balance, at December 31, 2023

61,688

768,473

31,413

Common stock issued for services

–

Common stock issued for cash

–

Stock based compensation

–

Note payable conversion to common stock

–

Accrued Series H Preferred Stock cash dividends

–

Warrants issued for services

–

Series H Preferred stock converted to common shares

–

(768,473

)

(78

)

–

Series H Preferred stock dividends converted to common stock

–

Repurchase of common stock held in Treasury

–

Net Loss

–

Balance, at December 31, 2024

61,688

–

31,413

Common stock and warrants issued for services

–

Common stock issued for cash

–

Common stock issued for original debt discount

–

Stock based compensation

–

Common stock exchanged for investment

–

Common stock issued for conversion of note

–

Common stock issued for future equity sale

–

Common stock issued under cashless warrant exercise

–

Net Loss

–

Balance, at December 31, 2025

61,688

–

31,413

Series E Preferred Stock

Series F Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Common Stock

Additional Paid-in

Treasury Shares

Accumulated

Total Stockholders'

Amount

~~Shares~~Capital

~~Amount~~Shares

~~Shares~~Amount

~~Amount~~Deficit

~~Shares~~Equity

~~Amount~~

Balance, at December 31, 2022

61,688

–

Balance, at December 31, 2023

3,994,926

400

220,598,180

2,500

(1,350,000

)

(217,040,339

)

2,208,328

Common stock and warrants issued for services

–

Common stock issued for services

225,010

136,492

–

136,515

Common stock issued for settlement of accounts payable

–

Common stock issued for cash

5,908,734

590

4,026,360

–

4,026,950

Common stock and pre-funded warrants issued under public offering, net of issuance costs

–

Stock based compensation

–

4,093,346

–

4,093,346

Common stock issued under cashless warrant exercises and exercise of pre-funded warrants

–

Note payable conversion to common stock

749,000

410,425

–

410,500

Incentive common stock and warrants issued with long-term debt

–

Accrued Series H Preferred Stock cash dividends

–

(122,954

)

–

(122,954

)

Common stock issued for conversion of accrued interest

–

Warrants issued for services

–

1,002,000

–

1,002,000

Issuance of common stock for share rounding as a result of reverse stock split

–

Series H Preferred stock converted to common shares

7,684,730

768

(690

)

–

Issuance of preferred stock Series F for cash

–

Series H Preferred stock dividends converted to common stock

158,840

122,938

–

122,954

Redemption of preferred stock Series F

–

)

–

Repurchase of common stock held in Treasury

–

)

–

)

Issuance of preferred stock Series G for cash and conversion of long-term debt and accrued interest

–

300,789

–

Net Loss

–

(8,593,182

)

(8,593,182

)

Conversion of preferred stock Series G to preferred stock Series H

–

(300,789

)

(31

)

751,973

Balance, at December 31, 2024

18,721,240

1,872

230,266,097

2,517

(1,350,006

)

(225,633,521

)

3,284,451

Issuance of preferred stock Series H for cash

–

16,500

Common stock and warrants issued for services

505,807

1,469,897

–

1,469,948

Stock based compensation

–

Common stock issued for cash

3,160,071

316

3,348,671

–

3,348,987

Net Loss

–

Common stock issued for original debt discount

506,470

736,018

–

736,069

Balance, at December 31, 2023

61,688

–

768,473

Stock based compensation

–

1,917,230

–

1,917,230

Common stock exchanged for investment

127,230

500,001

–

500,014

Common stock issued for conversion of note

153,644

219,985

–

220,000

Common stock issued for future equity sale

100,000

154,990

–

155,000

Common stock issued under cashless warrant exercise

276,941

(28

)

–

Net Loss

–

(10,434,289

)

(10,434,289

)

Balance, at December 31, 2025

23,551,403

2,356

238,612,861

2,517

(1,350,006

)

(236,067,810

)

1,197,410

Series E Preferred Stock

Series F Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Amount

Balance, at December 31, 2023

61,688

–

768,473

Common stock issued for services

–

Common stock issued for cash

–

Stock based compensation

–

Note payable conversion to common stock

–

Accrued Series H Preferred Stock dividends

–

Warrants issued for services

–

Series H Preferred stock converted to common shares

–

(768,473

)

(78

)

Series H Preferred stock dividends converted to common stock

–

Repurchase of common stock held in Treasury

–

Net loss

–

Balance, at December 31, 2024

61,688

–

The accompanying notes are an integral part of these consolidated financial statements

~~(continued)~~F-7

40Mobiquity Technologies, Inc.

Series AAA Preferred Stock

Common Stock

Additional Paid-in

Stock Subscription

Treasury Shares

Accumulated

Total Stockholders' Equity

Amount

Capital

Receivable

Amount

Deficit

(Deficit)

Balance, at December 31, 2022

31,413

620,776

211,846,321

–

2,500

(1,350,000

)

(210,507,222

)

(10,830

)

Common stock and warrants issued for services

–

260,000

148,438

–

148,464

Common stock issued for settlement of accounts payable

–

31,891

80,409

–

80,411

Common stock and pre-funded warrants issued under public offering, net of issuance costs

–

626,844

5,735,436

–

5,735,499

Common stock issued under cashless warrant exercises and exercise of pre-funded warrants

–

2,314,026

233

(233

)

–

Incentive common stock and warrants issued with long-term debt

–

34,849

708,460

–

708,464

Common stock issued for conversion of accrued interest

–

92,378

235,554

–

235,563

Issuance of common stock for share rounding as a result of reverse stock split

–

14,162

)

–

Issuance of preferred stock Series F for cash

–

100

–

100

Redemption of preferred stock Series F

–

(100

)

–

(100

)

Issuance of preferred stock Series G for cash and conversion of long-term debt and accrued interest

–

1,503,914

–

1,503,945

Conversion of preferred stock Series G to preferred stock Series H

–

(45

)

–

Issuance of preferred stock Series H for cash

–

32,998

–

33,000

Stock based compensation

–

306,929

–

306,929

Net Loss

–

(6,533,117

)

(6,533,117

)

Balance, at December 31, 2023

31,413

3,994,926

400

220,598,180

–

2,500

(1,350,000

)

(217,040,339

)

2,208,328

	Series AAA Preferred Stock				Common Stock				Paid-in			Stock Subscription		Treasury Shares					Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Receivable		Shares		Amount			Deficit			Equity
Balance, at December 31, 2023		31,413	$	3		3,994,926	$	400	$	220,598,180		$	–		2,500	$	(1,350,000	)	$	(217,040,339	)	$	2,208,328
Common stock issued for services		–		–		225,010		23		136,492			–		–		–			–			136,515
Common stock issued for cash		–		–		5,908,734		590		4,026,360			–		–		–			–			4,026,950
Stock based compensation		–		–		–		–		4,093,346			–		–		–			–			4,093,346
Note payable conversion to common stock		–		–		749,000		75		410,425			–		–		–			–			410,500
Accrued Series H Preferred Stock dividends		–		–		–		–		(122,954	)		–		–		–			–			(122,954	)
Warrants issued for services		–		–		–		–		1,002,000			–		–		–			–			1,002,000
Series H Preferred stock converted to common shares		–		–		7,684,730		768		(690	)		–		–		–			–			–
Series H Preferred stock dividends converted to common stock		–		–		158,840		16		122,938			–		–		–			–			122,954
Repurchase of common stock held in Treasury		–		–		–		–		–			–		17		(6	)		–			(6	)
Net loss		–		–		–		–		–			–		–		–			(8,593,182	)		(8,593,182	)
Balance, at December 31, 2024		31,413	$	3		18,721,240	$	1,872	$	230,266,097		$	–		2,517	$	(1,350,006	)	$	(225,633,521	)	$	3,284,451

See notes to consolidated financial statements

Mobiquity Technology, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(810,~~593~~434,~~182~~289	)	$	(68,~~533~~593,~~117~~182	)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for credit losses		78,545			66,666
Depreciation		2,167			4,701
Depreciation		4,701			7,444
Provision for credit losses		77,550			78,545
(Gain) Loss on disposal of asset		(1,820	)		695
Loss (Gain) on disposal of asset		1,672			(1,820	)
Amortization of intangible assets		~~76,488~~–			~~569~~76,~~796~~488
Amortization of capitalized software development costs		~~309~~720,~~742~~465			~~108~~309,~~024~~742
Amortization of debt discount		439,704			738,142
Amortization of debt discounts		819,582			439,704
Loss on debt extinguishment - related party		–			396,322
Common stock and warrants issued for services		2,232,980			541,270
Common stock and warrants issued for services		541,270			148,464
Stock-based compensation		1,917,230			4,093,346
Stock-based compensation		4,093,346			306,929
Income tax benefit		–			84,324
Income tax benefit		84,324			180,000
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		(9142,~~833~~716	)		~~239~~(91,~~641~~833	)
(Increase) decrease prepaid expenses and other assets		(21617,~~742~~762	)		(9021,~~435~~742	)
Increase (decrease) in accounts payable and accrued expenses		~~843~~(30,~~225~~258	)		~~(535~~843,~~976~~225	)
Increase (decrease) in contract liabilities		~~(169,649~~–	)		1(169,~~537~~649	)
Net cash used in operating activities		(25,~~406~~353,~~881~~379	)		(42,~~395~~406,~~868~~881	)
Cash flows from investing activities
Software development costs		(1,444,396	)		(2,157,930	)
Purchase of property and equipment		(1,987	)		–
Increase in software development costs		–			(1,444,396	)
Net cash used in investing activities		(1,987	)		(1,444,396	)
Cash flows from financing activities
Issuance of common stock for cash		43,~~026~~348,~~950~~987			–4,026,950
Proceeds from the issuance of debt, net of discounts and debt issuance costs		1,446,015			1,511,500
Issuance of long-term debt, net of discounts and issuance costs		2,293,504			1,446,015
Repayments on long-term debt		(~~990~~804,~~021~~543	)		(1990,~~618,783~~021	)
Repurchase of treasury stock		(6–	)		–(6	)
Issuance of common stock and pre-funded warrants, net of issuance costs		–			5,735,499
Net cash provided by financing activities		4,837,948			4,482,938
Issuance of preferred stock Series G		–			1,200,000
Net change in cash		(517,418	)		631,661
Issuance of preferred stock Series H		–			33,000
Cash - beginning of year		1,159,933			528,272
Net cash provided by financing activities		4,482,938			6,861,216
Cash - end of year	$	642,515		$	1,159,933
Net change in cash		631,661			307,418
Cash - beginning of period		528,272			220,854
Cash - end of period	$	1,159,933		$	528,272
Supplemental disclosure of cash flow Information
Cash paid for interest	$	3254,~~860~~080		$	4332,~~406~~860
Cash paid for taxes	$	~~320~~–		$	~~6,185~~320
Supplemental disclosure of non-cash investing and financing activities:
Accrual of Series H Preferred stock dividends	$	~~122,954~~–		$	–122,954
Conversion of Series H preferred stock and accrued dividends to common stock	$	~~122,954~~–		$	–122,954
Common stock and warrants issued in conjunction with consulting agreements	$	1,~~138~~410,~~515~~039		$	–1,138,515
Issuance of common shares through debt conversion	$	~~410~~220,~~500~~000		$	–410,500
Issuance of incentive shares with debt recorded as debt discount	$	–		$	122,426
Common stock exchanged for investment	$	500,014		$	–
Warrants issued with long-term debt recorded as debt discount	$	–		$	586,038
Note payable issued as settlement for accounts payable	$	24,000		$	–
Common stock issued under cashless warrant exercises	$	–		$	233
Common stock issued for original issue debt discount	$	736,069		$	–
Common stock issued for accrued interest	$	–		$	235,563
Common stock issued for future equity sale	$	155,000		$	–
Common stock issued for settlement of accounts payable	$	–		$	80,411
Preferred stock Series H issued for settlement of accounts payable	$	–		$	33,000
Preferred stock Series G issued for conversion of long-term debt and accrued interest	$	–		$	303,945

~~See~~The accompanying notes toare an integral part of these consolidated financial statements

42F-8

MOBIQUITY TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2024~~2025, AND ~~2023~~2024

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our,” or “the “Company”), ~~and its operating subsidiaries,~~ is ~~a next~~an ~~generation~~advertising ~~location~~technology ~~data intelligence company. The Company provides precise unique, at-scale location data~~ and ~~insights on consumer’s real-world behavior and trends for use in marketing and research. We provide one of the most accurate and scaled solutions for mobile~~ data ~~collection and analysis, utilizing multiple geo-location technologies. The Company is seeking to implement several new revenue streams~~ ~~from~~intelligence ~~its~~company ~~data~~that ~~collection~~develops and ~~analysis,~~operates ~~including,~~proprietary ~~but~~software ~~not~~platforms ~~limited~~designed to, ~~Advertising,~~enable ~~Data Licensing~~advertisers, ~~Footfall Reporting~~publishers, ~~Attribution Reporting, Real Estate Planning, Financial Forecasting~~ and ~~Custom Research. We also are a developer of advertising and marketing technology focused~~enterprise onclients ~~the~~to ~~creation,~~manage ~~automation,~~ and ~~maintenance~~analyze ofdigital an advertising ~~technology~~campaigns ~~operating system (or ATOS). The ATOS platform blends artificial intelligence (or AI)~~ and ~~machine~~consumer ~~learning~~data ~~(ML)~~across ~~based~~multiple ~~optimization technology for automatic ad serving that manages and runs~~ digital ~~advertising campaigns~~media channels.

The Company’s technology platform combines artificial intelligence (“AI”), machine learning (“ML”), and data analytics to support automated advertising delivery, campaign management, audience targeting, and performance measurement. These technologies allow clients to analyze consumer engagement and behavioral patterns to improve marketing performance and business decision-making.

Mobiquity generates revenue through a combination of advertising services, software platform subscriptions, data licensing, and analytics services. The Company’s technology is designed to support advertising campaigns across mobile, digital media, and digital out-of-home (“DOOH”) environments.

The Company’s advertising technology infrastructure is built around its Advertising Technology Operating System (“ATOS”), which supports the creation, management, and optimization of digital advertising campaigns. ATOS incorporates AI and ML technologies to automate campaign workflows including media placement, audience targeting, and campaign optimization.

The Company has expanded its software capabilities through the development of CMOne, an enhanced version of its prior AdHere platform. CMOne is an AI-enabled marketing and analytics platform that allows users to create marketing content, manage digital campaigns, analyze audience engagement, and automate marketing workflows through a unified software interface. CMOne is designed to support subscription-based and recurring revenue models across multiple industry verticals.

Mobiquity also provides data intelligence and analytics services that analyze anonymized data to generate insights regarding consumer patterns and real-world behavioral trends. These analytics support applications such as audience targeting, attribution analysis, marketing measurement, and related research services.

Mobiquity Technologies, Inc. was incorporated in the State of New York and has the following subsidiaries:

Schedule of subsidiaries
Company Name		State of Incorporation
Mobiquity Networks, Inc.		New York
Advangelists, LLC		Delaware

Mobiquity Networks, Inc.

Mobiquity Networks, Inc. is a wholly owned subsidiary of Mobiquity Technologies, Inc., ~~commencing~~and commenced operations in January 2011. ~~Mobiquity~~The ~~Networks~~subsidiary ~~started~~initially ~~and~~operated ~~developed~~ as a mobile advertising technology business ~~company~~ focused on driving ~~foot-traffic~~consumer ~~throughout~~engagement ~~its~~and ~~indoor~~foot ~~network~~traffic ~~and~~through ~~has~~location-based ~~evolved~~media ~~and~~networks. ~~grown~~The ~~into~~business ahas ~~next~~evolved ~~generation~~to ~~data~~focus ~~intelligence~~on ~~company.~~the ~~Mobiquity~~Company’s ~~Networks, Inc. operates our~~ data intelligence ~~platform~~and ~~business~~analytics platform.

Advangelists, LLC

Advangelists LLC is a wholly owned subsidiary of Mobiquity Technologies, Inc., acquired through a merger transaction in December 2018,. ~~and~~Advangelists operates ~~our~~the ~~ATOS~~Company’s advertising technology platform business, including the ATOS infrastructure and the CMOne marketing platform.

~~Reverse Stock Split~~F-9

OnSubstantial ~~August~~Doubt 7,About ~~2023,~~the ~~we effected a one-for-15 reverse~~Company’s ~~stock~~Ability ~~split. The financial statements and notes thereto give retroactive effect~~ to ~~the~~Continue ~~reverse stock split~~ as ifa ~~the~~Going ~~split had occurred prior to the dates on the financial statements included herein.~~Concern

~~Liquidity~~The Company’s Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. In accordance with FASB ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has concluded there are conditions and ~~Management~~events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. ~~Plans~~The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.

~~These~~As ~~consolidated~~reflected ~~financial~~in ~~statements~~the ~~have~~accompanying ~~been~~consolidated ~~prepared~~financial ~~on a going concern basis~~statements, ~~which~~for ~~contemplates~~ the ~~realization~~year ofended ~~assets~~December ~~and~~31, ~~the~~2025, ~~settlement of liabilities and commitments in~~ the ~~normal~~ ~~course~~Company ~~of business.~~had:

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company had:

·	Net loss of $10,434,289 and
·	Net cash used in operations was $5,353,379

·	Net loss of $8,593,182 and
·	Net cash used in operations was $2,406,881

Additionally, at December 31, 2025, the Company had:

Additionally, at December 31, 2024, the Company had:

·	Accumulated deficit of $236,067,810
·	Working capital deficit of $3,120,208

·	Accumulated deficit of $225,633,521
·	Working capital deficit of $1,257,393

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $642,515 at December 31, 2025.

43The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ended December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $1,159,933 at December 31, 2024.

The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ended December 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

Without sufficient revenues from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations.

These ~~factors~~conditions ~~create~~raise substantial doubt about ~~the~~ the Company’s ability to continue as a going concern within one year after the date ~~that~~ these ~~consolidated~~ financial statements are ~~issued,~~ ~~as the Company will need additional capital to meet its financial obligations~~issued. ~~These~~The ~~consolidated~~ financial statements do not include any adjustments ~~that~~relating ~~might~~to ~~be necessary if~~ the ~~Company~~recoverability isand ~~unable~~classification toof ~~continue~~recorded asasset aamounts ~~going~~or ~~concern. Accordingly,~~ the ~~consolidated~~amounts and ~~financial~~classification ~~statements~~of ~~have~~liabilities ~~been~~that ~~prepared~~might onbe anecessary ~~basis~~should ~~that assumes~~ the Company ~~will~~be unable to continue as a going concern ~~and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business~~.

Management expects that future revenue growth, if any, will be increasingly influenced by the expansion of the Company’s casino and gaming advertising network, increased adoption of AI-enabled capabilities within CMOne, and growth in programmatic advertising spend processed through ATOS. However, the timing and extent of such growth remain uncertain. Management expects that future revenue growth will depend on the Company’s ability to increase adoption of its software platforms, expand recurring SaaS and managed services revenue, and convert strategic deployments and partnerships into revenue-producing activity. However, there can be no assurance that these initiatives will generate revenue on the timing or scale expected by management, or that they will offset the decline from non-recurring political advertising revenue.

Management’s strategic plans include the following:

· Execution of business plan focused on technology development and improvement, · Seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. · ~~Continuing~~Seeking to ~~explore~~increase ~~and~~recurring ~~execute~~revenue ~~prospective~~through ~~partnering,~~commercialization ~~distribution~~of the Company’s platform offerings and ~~acquisition~~strategic ~~opportunities,~~partnerships. · Identifying unique market opportunities that represent potential positive short-term cash flow; and · Continuing to manage operating expenses, including the use of contractors and variable cost structures, while preserving core operational capabilities.

F-10

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

~~These~~The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reporting segment (services) and the chief operating decision maker (CODM) is the Company’s Chief Executive Officer.

Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.

Use of Estimates

~~Preparing~~The preparation of the Company’s consolidated financial statements in conformity with ~~U.S.~~ GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~Company~~ assets and liabilities, ~~including the allowance for credit losses, stock-based compensation, the deferred tax asset valuation allowance,~~ and ~~the~~ disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of ~~revenues~~revenue and expenses during the ~~reported~~reporting period. Actual results could differ from ~~those~~such estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential of overall business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s service offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company ~~accounts~~follows ~~for~~ASC ~~financial~~820, ~~instruments at~~Fair ~~fair~~Value ~~value~~Measurement, ~~which~~for asfinancial assets isand ~~defined~~liabilities ~~as the exchange price~~ that ~~would~~are bemeasured ~~received~~and toreported ~~sell~~at anfair ~~asset~~value. orThe ~~paid~~Company todid ~~transfer~~not ahave ~~liability~~any ~~(exit price)~~assets inor anliabilities ~~orderly~~measured ~~transaction between market participants~~ at ~~the~~fair value ~~measurement~~on ~~date.~~a ~~The~~recurring ~~valuation~~basis ~~techniques~~as ~~are~~of ~~based~~December on31, ~~observable~~ 2025 and ~~unobservable inputs~~2024. ~~Observable~~The ~~inputs~~carrying ~~reflect~~amounts ~~readily~~of ~~obtainable~~accounts ~~data~~payable, ~~from~~accrued ~~independent sources~~expenses, ~~while~~and ~~unobservable~~amounts ~~inputs reflect~~due ~~certain~~to ~~market~~related ~~assumptions.~~party ~~There~~approximate ~~are~~fair ~~three~~value ~~levels~~because of ~~inputs~~the ~~that~~nature ~~may~~of bethese ~~used~~instruments toand ~~measure~~their ~~fair~~relatively ~~value:~~short-term settlement characteristics.

· Level 1—Valuation based on quoted market prices in active markets that the Company can access for identical assets or liabilities; · Level 2—Valuation based on quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; and · Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued expenses, and contract liabilities. At December 31, 2024 and December 31, 2023, the carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s long-term debt approximates its carrying value based on current financing rates available to the Company.

The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments.

Cash and Cash Equivalents and Concentrations of Risk

For purposes of presentation in the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At December 31, ~~2024~~2025, and ~~December 31~~2024, ~~2023,~~ the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2024 and December 31, 2023, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Any loss incurred or a lack of access to funds could have a significant impact on the Company’s consolidated financial condition, results of operations, and cash flows.F-11

~~For~~The ~~fiscal~~Company ~~2024~~is ~~and~~exposed ~~2023,~~to ~~sales~~credit ofrisk ~~our~~on ~~products~~its cash toin ~~two~~the ~~customers~~event ~~generated~~of ~~approximately~~default ~~58%~~by ~~and~~the ~~73%~~financial ofinstitutions ~~our~~to ~~revenues,~~the ~~respectively.~~extent ~~Our~~account ~~contracts~~balances ~~with~~exceed ~~our~~the ~~customers~~amount ~~generally~~insured doby ~~not obligate~~the ~~them~~FDIC, towhich ais ~~specified~~$250,000. At ~~term~~December ~~and~~31, ~~they~~2025, ~~can~~and ~~generally~~2024, ~~terminate~~the ~~their~~Company ~~relationship~~did ~~with~~not usexperience at any ~~time~~losses ~~with~~on acash ~~minimal~~balances ~~amount~~in excess of ~~notice~~FDIC insured limits. ~~The~~ Any loss incurred ofor ~~one~~a lack of ~~these~~access ~~customers~~to funds could have a ~~material~~significant ~~adverse~~impact ~~effect~~ on ~~our~~the ~~results~~Company’s of consolidated financial condition, results of operations, and ~~financial~~cash ~~condition~~flows.

45During the years ended December 31, 2025 and 2024, sales to two customers generated approximately 64% and 58% of our revenues, respectively. The loss of one of these customers could have a material adverse effect on our results of consolidated operations and financial condition.

Accounts Receivable

~~Effective~~The ~~January~~Company 1,accounts ~~2023,~~for ~~the~~its ~~Company~~accounts ~~adopted~~receivable in accordance with Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which ~~significantly~~provides ~~change~~guidance on how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ~~The most significant change in this standard is a shift from the incurred loss model to the expected loss model.~~ Under the standard, disclosures are required to provide users of the consolidated financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in Topic 326 were trade accounts receivable. ~~The impact of the adoption was not considered material to the consolidated financial statements.~~

Accounts receivable represent customer ~~obligations~~ obligations under normal trade terms and are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. ~~Three~~Two and ~~five~~three of our customers combined accounted for approximately 8178% and 6183% of outstanding gross accounts receivable at December 31, ~~2024~~2025, and ~~2023~~2024, respectively.

The Company had gross accounts receivable of $~~127~~170,~~748~~466 and $1127,~~192~~748,~~538,~~ at December 31, ~~2024~~2025, and ~~2023~~2024, respectively.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides its allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible losses are charged to operations when that determination is made.

The allowance for credit losses for accounts receivable and the related activity, for the year ended December 31, ~~2024~~2025, are as follows:

Schedule of allowance for credit losses for accounts receivable activity
Balance, December 31, 2023	$	1,157,910
Provision for credit losses		78,545
Write-off of previously reserved account balances		(1,156,623	)
Balance, December 31, 2024	$	79,832
Provision for credit losses		77,550
Balance, December 31, 2025	$	157,382

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15“Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the assets.

46If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment was noted for the years ended December 31, 2025, and 2024.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in current results of operations.

Goodwill

The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists, LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. In the event that management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.

The Company performs its annual impairment tests of goodwill as of December 31st of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of December 31, ~~2024~~2025, and ~~2023~~2024. No impairment of goodwill was recognized by the Company during fiscal ~~2024~~2025 or ~~2023~~2024.

Intangible Assets

In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 years.

Capitalized Software Development Costs

In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details.

F-13

Derivative Financial Instruments

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (ASC 480), Distinguishing Liabilities from Equity and FASB ASC Topic No. 815, (ASC 815) Derivatives and Hedging.

47Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of December 31, 2025, and 2024, the Company had no derivative instruments.

Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of December 31, 2024 and 2023, the Company had no derivative instruments.

Debt Issuance Costs and Debt Discounts

Debt discounts, debt issuance costs paid to ~~lenders~~ lenders or third parties, and other original issue discounts on debt, are recorded as debt ~~discount~~discounts or debt issuance costs and amortized to interest expense in the consolidated statements of operations, over the term of the underlying debt instrument, using the effective interest method, with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the ~~year’s~~ years ended December 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded $~~439~~819,~~704~~582 and $~~738~~439,~~142~~704, respectively, in interest expense associated with the amortization of debt discounts and debt issuance costs incurred on debt. The unamortized balance of debt discounts at December 31, ~~2024 was $176~~2025,~~991. There~~ ~~were~~and ~~no unamortized~~2024 ~~debt~~respectively ~~discounts~~was ~~outstanding at December 31~~$711, ~~2023 as a result of full debt settlement during the quarter ended June 30~~054, ~~2023~~and $176,991. See Note 4 regarding the accounting for debt discounts and debt issuance costs during ~~2024~~2025 and ~~2023.~~2024

Revenue Recognition

The Company’s ~~revenues~~generates ~~are~~revenue ~~generated~~primarily from ~~internet~~ internet advertising, ~~the~~platform ~~Company~~licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ~~(ASC 606)~~. In ~~accordance~~Revenue ~~with ASC 606, revenue~~ is recognized when control of the promised services ~~are~~is transferred to athe customer. ~~The~~in an amount ofthat ~~revenue recognized~~ reflects the consideration ~~to which~~ the Company expects to be entitled to ~~receive~~ in exchange for ~~these~~those services. ~~To achieve this core principle, the Company applies the following five steps:~~

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services (performance obligations), the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations.F-14

~~Determine~~The transaction price is generally fixed and determinable at contract inception and is stated in the customer contract. The Company considers the effects of variable consideration, including discounts and other price concessions, and includes an estimate of such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved, if applicable.

The ~~transaction~~Company ~~price~~typically isinvoices ~~determined~~customers ~~based~~at ~~on the~~or ~~consideration~~shortly toafter ~~which~~ the ~~Company~~time ~~will~~control beof ~~entitled~~the inproducts ~~exchange~~transfers ~~for transferring services~~ to the customer. ToPayment ~~the~~terms ~~extent~~are ~~the~~customary ~~transaction price~~for ~~includes variable consideration,~~ the ~~Company~~industry ~~estimates~~and ~~the~~generally ~~amount of variable consideration that should be included in the transaction~~range ~~price~~from ~~utilizing~~30 ~~either~~to ~~the~~90 ~~expected~~days. ~~value~~As ~~method~~a orresult, ~~the~~contracts ~~most~~with ~~likely~~customers ~~amount~~do ~~method~~not ~~depending~~typically oninclude ~~the~~a ~~nature~~significant offinancing ~~the~~component. ~~variable~~Contract ~~consideration.~~assets ~~Variable~~are ~~consideration~~not ~~is included in the transaction price if~~significant, inas the Company’s ~~judgment,~~right itto consideration is ~~probable~~generally ~~that~~unconditional aat ~~significant~~the ~~future reversal~~time of ~~cumulative revenue under the contract will not occur~~invoicing. ~~None~~Contract ofliabilities (deferred ~~the~~revenue) ~~Company’s~~primarily ~~contracts~~relate asto ofadvance ~~December~~payments ~~31,~~from ~~2024,~~customers and ~~2023 contained~~are arecognized ~~significant~~as ~~financing~~revenue ~~component~~when orthe ~~variable~~related ~~consideration~~performance ~~terms~~obligations are satisfied.

48All revenues included in the consolidated statements of operations for the years ended December 31, 2025 and 2024 were derived from internet advertising and related platform services, in the amounts of $112,316 and $2,085,471, respectively.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Under both managed services arrangements or self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition, primarily upon publication of customer advertising content.

All revenues recognized were derived from internet advertising for the years ended December 31, 2024, and 2023.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days.

Contract Liabilities

Contract liabilities represent customer deposits received ~~made~~in ~~by customers~~advance ~~before~~of the ~~satisfaction~~Company ofsatisfying its performance ~~obligation~~obligations and ~~recognition~~recognizing of revenue. Upon ~~completion~~fulfillment of the performance obligation(s) ~~that~~ ~~the~~in ~~Company~~accordance ~~has~~ with the ~~customer based on the~~ terms of the contract, the ~~liability~~related ~~for~~contract ~~the~~liability ~~customer deposit~~ is relieved and revenue is recognized. As of December 31, ~~2024~~2025 and ~~2023~~2024, ~~there~~contract ~~were~~liabilities totaled $25,486 ~~and $195,135, respectively, in contract liabilities outstanding~~. ~~Contract~~ ~~liabilities~~These amounts are expected to be recognized as revenue within ~~the~~one year following December 31.

Advertising

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expenses in the consolidated statements of operations. Advertising costs incurred during the ~~year~~years ended December 31, 2025 and 2024 ~~was~~were $12,~~902.~~788 ~~During~~and ~~fiscal 2023~~$12,902 ~~advertising costs were insignificant~~respectively.

Loss Per Share of Common Stock

Basic earnings or loss per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the weighted average number of shares of common stock. Diluted earnings per share of common stock is computed by dividing net income or loss available to stockholders of common stock by the sum of the weighted average number of shares of common stock and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. Potentially dilutive securities include convertible debt, outstanding stock options, and outstanding warrants. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share of common stock by application of the treasury stock method, except if its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. See Note 8 for additional information.

Stock-Based Compensation

The Company accounts for ~~our~~ stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period for employee awards, which is usually the vesting period, and when the goods are obtained or services are received, for nonemployee awards. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.

49F-15

The fair value of stock-based compensation is generally determined using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date).

~~When~~The ~~determining~~expected ~~fair~~volatility ~~value~~is based on the annualized daily historical volatility of the Company’s stock~~-based~~ ~~compensation,~~price for a time period consistent with the expected term of each grant. Management believes that the historical volatility of the Company’s ~~considers~~stock price best represents the ~~following~~future ~~assumptions~~volatility inof the ~~Black~~stock price. The risk-~~Scholes~~free ~~model:~~rate is based on the U.S. Treasury yield in effect at the time of grant for the expected term of the respective grant. The expected term is based on historical data. The Company has not historically paid cash dividends, and does not expect to pay cash dividends in the foreseeable future.

· Exercise price, · Expected dividends, · Expected volatility, · Risk-free interest rate; and · Expected life of option

Income Taxes

The Company accounts for income ~~tax~~taxes ~~using~~in ~~the~~accordance ~~asset~~with ~~and liability method prescribed by~~ ASC 740, Income Taxes ~~(ASC 740)~~. ~~Under~~Deferred ~~this method, deferred~~ tax assets and liabilities are ~~determined~~recognized ~~based~~for on temporary differences between the financial statement ~~reporting~~ and tax bases of assets and liabilities ~~using~~and ~~enacted~~for ~~tax rates~~net ~~that~~operating ~~will~~loss becarryforwards inusing ~~effect~~enacted intax ~~the~~rates ~~year~~expected into ~~which~~apply ~~the~~when such ~~differences~~amounts are ~~expected~~realized toor ~~reverse~~settled. ~~The~~A ~~Company records a~~ valuation allowance ~~to offset deferred tax assets if based on the weight of available evidence, it~~ is ~~more-likely-than-not~~recorded ~~that~~when ~~all~~necessary orto ~~some~~reduce ~~portion of the~~ deferred tax assets ~~will~~to ~~not be realized. The effect on deferred taxes of a change in tax rates is recognized as gain or loss in~~ the ~~period~~amount ~~that~~expected ~~includes~~to ~~the~~be ~~enactment date~~realized.

The Company ~~follows~~recognizes the ~~accounting~~effect ~~guidance for uncertainty in income taxes using the provisions~~ of ~~ASC 740. Using that guidance,~~ uncertain tax positions ~~initially~~only ~~need~~if tothose bepositions ~~recognized~~are ~~in the consolidated financial statements when it is~~ more likely than not ~~the~~to ~~position will~~ be sustained ~~upon examination by the tax authorities~~. As ofInterest ~~December 31, 2024,~~ and ~~2023,~~penalties ~~the~~related ~~Company~~to ~~did not identify any~~ uncertain tax positions are ~~that~~recognized ~~qualify for either recognition or disclosure~~ in ~~the~~income ~~consolidated~~tax ~~financial statements~~expense.

The Company recognizes interest and penalties, if any, related to recognized uncertain income tax positions, in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended December 31, 2024, and 2023. Open tax years subject to examination by the Internal Revenue Service generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions generally remain open for up to four years from the filing date.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Issued Accounting Pronouncement

We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (FASB) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company.

Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ~~Accounting Standards~~ASU ~~Update~~No. 2023-0709, Income –Taxes ~~Segment Reporting~~ (Topic ~~ASC 280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. ~~The~~ (ASU ~~improves reportable~~No. ~~segment disclosure requirements~~2023-09), ~~primarily~~which ~~through~~requires ~~enhanced~~ disclosure ~~about~~of ~~significant~~disaggregated income ~~segment~~taxes ~~expenses.~~paid, ~~The~~prescribes ~~enhancements under~~standard ~~this~~categories ~~update~~for ~~require~~the ~~disclosure~~components of ~~significant segment expenses that are regularly provided to~~ the ~~Chief~~effective ~~Operating~~tax ~~Decision~~rate ~~Maker (CODM)~~reconciliation, and ~~included~~modifies ~~within~~other ~~each~~income tax-related ~~reported~~disclosures. ~~measure~~ASU ofNo. ~~segment~~2023-09 ~~profit~~is oreffective ~~loss,~~for ~~require~~fiscal ~~disclosure~~years ofbeginning ~~other~~after ~~segment~~December ~~items~~15, by2024 ~~reportable segment~~ and aallows ~~description~~for ofadoption ~~the~~on ~~composition~~a prospective ~~of other segment items~~basis, ~~require~~with ~~annual~~a ~~disclosure~~retrospective ~~under~~option. ~~ASC~~The ~~280~~Company toadopted bethe ~~provided~~new instandard ~~interim~~for ~~periods, clarify~~the ~~use~~year ofended ~~more~~December ~~than~~31, ~~one~~2025 ~~measure~~and ofapplied this ~~segment~~standard ~~profit~~retrospectively ~~or loss~~ to ~~make~~all ~~decisions,~~prior ~~and~~periods ~~require~~presented. ~~that~~The ~~entities~~adoption ~~with~~of athe ~~single~~standard ~~reporting~~did ~~segment provide~~not ~~all~~have ~~disclosures~~a ~~required~~material byimpact ~~this~~on ~~update~~the ~~and~~Consolidated Financial ~~required~~Statement ~~under ASC 280~~disclosures. ~~The~~See ~~Company~~Note ~~adopted ASU 2023-07 for the annual period ended December 31~~5, ~~2024~~Income Taxes.

~~Fair~~Recently ~~Value~~Issued ~~Measurement~~Accounting ofPronouncements ~~Equity Securities Subject to Contractual~~Not ~~Sale~~Yet Restrictions: On September 30, 2022, the FASB issued ASU 2022-03 (ASU 2022-03), which clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security. ASU 2022-03 also requires specific disclosures related to such an equity security, including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. ASU 2022-03 clarifies that a “contractual restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). The ASU also prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. For the Company, ASU 2022-03 became effective for quarter ended March 31, 2024 and did not have a material effect on the Company’s consolidated financial statements for the year ended December 31, 2024.Adopted

In November 2024, the FASB issued ASU-2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU No. 2024-03). The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the consolidated statements of operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-03 on the consolidated financial statement disclosures.

In December 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU No. 2024-04). The ASU updates the accounting and disclosure requirements for certain convertible debt instruments and contracts in an entity’s own equity, including clarifying guidance related to classification, measurement, and related disclosures. ASU No. 2024-04 is effective for fiscal years beginning after December 15, 2026, and for interim periods within those fiscal years. The ASU allows for adoption on either a modified retrospective or full retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-04 on its consolidated financial statements.

F-16

NOTE 3: INTANGIBLE ASSETS

Definite-Lived Intangible Assets

The Company’s definite-lived intangible assets consist of capitalized software development costs and a customer relationship asset acquired through the Advangelists, LLC acquisition in 2018. The intangible assets are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. These ~~assets~~asset are also reviewed for impairment or obsolescence when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company’s customer relationship intangible asset was fully amortized at December 31, 2024.

Schedule of intangible assets
	Useful Life	December 31, ~~2024~~2025			December 31, ~~2023~~2024
Customer relationships	5 years	$	3,003,676		$	3,003,676
Software development costs	5 years	$	3,602,328		$	3,602,328
Less accumulated amortization			(31,~~003~~138,~~676~~231	)		(2417,~~927,188~~766	)
Net carrying value, customer relationships		$	–		$	76,488
Net carrying value, software development costs		$	2,464,097		$	3,184,562

Software development costs	5 years	$	3,602,328		$	2,157,932
Less accumulated amortization			(417,766	)		(108,024	)
Net carrying value, software development costs		$	3,184,562		$	2,049,908

During the years ended December 31, 2025, and 2024, the Company recognized $720,465 and $386,230 of amortization expense, respectively, related to intangible assets. Amortization expense is included in general and administrative expenses on the consolidated statements of operations.

During the years ended December 31, ~~2024,~~2025 and ~~2023,~~ 2024, the Company ~~recognized~~had ~~$386,230~~capitalized ~~and~~software ~~$677,820~~development costs of ~~amortization expense~~$3, ~~respectively~~602,000, ~~related~~referred to ~~intangible~~as ~~assets.~~ATOS4P ~~Amortization expense is included in general~~ and ~~administrative expenses on the consolidated statements of operations~~AdHere.

51Future approximate annual amortization of software development costs for products being marketed at December 31, 2025, is as follows:

Through the year ended December 31, 2024, the Company capitalized a total of approximately $3,602,000 of costs associated with the development of its new software enhancements, referred to as ATOS4P and AdHere, of which approximately $864,000 and $2,738,000 were capitalized to each project, respectively. The Company recognized approximately $173,000 and $108,000 in amortization expense for the years ended December 31, 2024 and 2023, respectively, related to capitalized software development costs associated with its ATOS4P product. The Company recognized approximately $137,000 in amortization expense for the year ended December 31, 2024, related to capitalized software development costs associated with its AdHere product, which was released to the general public during the fourth quarter of 2024.

Schedule of future annual amortization
2026	$	720,000
2027		720,000
2028		720,000
2029		304,000
Total	$	2,464,000

Future annual amortization of software development costs for products being marketed at December 31, 2024, is as follows:

Schedule of future annual amortization of intangible assets
2025	$	720,466
2026		720,466
2027		720,466
2028		612,443
2029		410,721
Total	$	3,184,562

NOTE 4 – DEBT

Small Business Administration Loan

In June 2020, the Company received an Economic Injury Disaster Loan of $150,000 from the Small Business Administration (SBA) which carries a thirty-year term, and interest at 3.7% per annum, with a maturity date in July of 2050. The loan is to be repaid in monthly installments, including principal and interest, of $731, beginning twelve months from the date of the loan. On January 5, 2023, the Company paid $163,885 to the Small Business Administration to settle all obligations under the SBA loan in full.

Investor Note Payable

On December 30, 2022, the Company and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the Investor), entered into a Securities Purchase Agreement (the SPA) for the Investor to purchase from the Company (i) a senior secured 20% original issue discount (OID) nine-month promissory note in an aggregate gross principal amount of $1,437,500, less the 20% OID of $287,500, for a net subscription amount of $1,150,000 (the Investor Note), and (ii) a five year warrant to purchase 174,242 shares of the Company’s common stock at an exercise price of $6.60 per share, exercisable commencing July 1, 2023 and expiring December 30, 2027 (the Investor Warrant). Proceeds from the SPA were received by the Company in January 2023. Per terms of the SPA, if at any time commencing July 1, 2023, the Company issues, sells, or announces for sale, any shares of its common stock (Subsequent Equity Sale) for a per share price less than the exercise price of the Investor Warrant in effect immediately prior to such Subsequent Equity Sale, the exercise price of the Investor Warrant shall be reduced to an amount equal to the issuance price of the Subsequent Equity Sale.

In conjunction with the SPA, the Company issued 34,849 shares of common stock, or approximately 5.3% of the Company’s outstanding shares at the time, to the Investor as an incentive on the transaction (Incentive Shares). Excluding the above-referenced Investor Warrant, the shares of common stock exercisable pursuant to such Investor Warrant are not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. Total issuance fees of $138,500 associated with the closing of the SPA were paid by the Company to Spartan Capital Securities LLC and the Investor’s counsel, resulting in net proceeds of $1,011,500. Approximately $163,000 of the loan proceeds were utilized to repay the outstanding principal and accrued interest under a SBA loan outstanding at the time.

The Investor Note will only become convertible into common stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. This Investor Note matured and was payable on or before September 30, 2023, and it provided that the Investor may demand prepayment after March 31, 2023 and before the maturity date, provided that the purchasers of securities in a future public offering by the Company, as defined in the SPA, who hold the purchased Company securities at the time the prepayment demand, unanimously consent to the prepayment. The Company granted a security interest in all of its assets to the Investor as collateral for its obligations under the Investor Note pursuant to a Security Agreement. In addition, the Company’s subsidiaries guaranteed the obligations of the Company under the Investor Note pursuant to a Subsidiary Guarantee and granted a first lien security interest in all of their assets to the Investor as additional collateral pursuant to the Security Agreement. All securities sold in the above-described transaction contain certain piggy-back registration rights after the completion of the Company’s February 2023 Offering. On June 30, 2023, the secured debt was paid in full through the proceeds of the Company’s June 2023 Offering. See Note 6.

The aforementioned Investor Warrant was deemed to be an equity-classified derivative instrument with a fair value of $1,526,363 at the date of closing on the SPA, incorporating the use of the Black-Scholes valuation model, and the Incentive Shares were deemed to have a fair value of $318,863 based on the closing market price of the Company’s common stock on the day preceding the closing of the Agreement. Per accounting guidance under ASC 815, the Company recorded the fair values of the Investor Warrant and Incentive Shares based on the relative fair value allocation method, which allocates fair values as a percentage of total fair value of the debt, Investor Warrant, and Incentive Shares, in proportion to the net proceeds received (after deducting fees paid to lender) under the Investor Note of $1,150,000. As a result of applying the relative fair value allocation method, the Investor Warrant was assigned a relative fair value of $586,040 and the Incentive Shares were assigned a relative fair value of $122,426, at the date of closing on the SPA. The fair values of the Investor Warrant, the Incentive Shares, the OID of $287,500, and the $138,500 in debt issuance costs paid, were recorded as debt discounts and debt issuance costs totaling $1,134,466. Amortization associated with the total debt discounts is being recognized using the effective interest method over the term of the Investor Note, which matured on September 30, 2023. For the first six months of fiscal 2023, $738,142 in amortization on the debt discounts was recognized as interest expense and is included on the accompanying consolidated statement of operations for the year ended December 31, 2023. The remaining unamortized debt discounts of $396,322 were written off as loss on debt extinguishment upon full settlement of the Investor Note in conjunction with proceeds received from the June 2023 Public Offering. See Note 6.

Related Party - Salkind Loans

OnDuring ~~October 10~~2024, ~~2023,~~ the Company ~~received~~entered ainto ~~$300,000~~five individual ~~loan~~short-term ~~from~~unsecured ~~the~~loans ~~Marital~~with ~~Trust~~Dr. ~~GST~~Gene ~~Subject U/W/O Leopold~~ Salkind ~~(Salkind October 2023 Loan)~~, ~~a related party through~~ the Company’s Board ~~chair. This unsecured loan has a maturity date of November 30~~Chair, ~~2023,~~as ~~with~~well ~~interest~~as atindividuals ~~the~~related ~~rate~~to ~~of 15% per annum~~Dr. ~~The~~Salkind, ~~note is payable~~for inworking ~~cash~~capital onpurposes ~~the~~(2024 ~~maturity~~Salkind ~~date;~~Loans). ~~however,~~Total ~~the~~gross ~~debt~~borrowings ~~holder~~under ~~has~~ the ~~right~~2024 toSalkind ~~convert~~Loans ~~the~~were ~~loan~~$250,000, ~~into~~were ~~restricted~~issued ~~common~~with ~~stock at~~ a ~~conversion~~total ~~price~~ of $~~0.70~~11,500 ~~per~~in ~~share~~Original orIssue toDiscount ~~apply~~(OID), ~~the~~and ~~loan~~payable ~~repayment to invest~~ on ~~the~~demand. ~~terms~~Interest ofassociated ~~any~~with ~~private financing completed by~~ the ~~Company~~2024 ~~prior to~~Salkind ~~the~~Loans ~~maturity~~ranged ~~date. Exemption~~ from ~~registration~~non-interest bearing ~~for~~to ~~the~~10% ~~aforesaid~~per ~~transactions~~annum, isand ~~claimed~~included ~~under~~a ~~Section~~conversion ~~4(2)~~feature ofwhereas the ~~Securities~~lenders ~~Act~~had ~~of 1933,~~the asoption ~~amended.~~to Inconvert ~~November 2023,~~ the ~~Salkind October 2023 Loan~~ principal ~~outstanding of $300,000 plus accrued~~ and ~~unpaid~~OID ~~interest, were converted~~ into shares of the ~~newly~~Company’s ~~designated~~common ~~Series~~stock Gat ~~Preferred~~a ~~Stock.~~rate ~~See~~of ~~Note~~$0.50 6per share.

On ~~February~~December 230, 2024, ~~Dr.~~a ~~Salkind~~total of $250,000 ~~Board~~in debt ~~Chairman~~principal and $11,500 ~~loaned~~in OID under the ~~Company~~2024 ~~$150~~Salkind Loans was converted into a total of 523,000 shares of ~~short-term~~common ~~debt~~stock, ~~financing~~in ~~for~~full ~~working~~settlement of ~~capital~~obligations ~~(Salkind~~outstanding ~~February~~under the 2024 ~~Loan)~~Salkind Loans. The ~~unsecured~~Company ~~loan~~recognized ~~was~~$11,500 ~~payable~~in oninterest ~~demand~~expense ~~and~~under ~~boar interest~~the at2024 ~~10%~~Salkind Loans ~~per~~related ~~annum,~~to ~~payable~~amortization ~~monthly~~of the OID for the year ended December 31, 2024.

On June 27, 2024, the Company entered into a new Loan Agreement with Dr. Salkind and a relative of Dr. Salkind (Salkind June 2024 Loan) for no additional consideration from the lenders, effectively cancelling the Salkind February 2024 Loan. The Salkind June 2024 Loan is a $160,000 nonF-interest-bearing loan, which includes an Original Issue Discount of $10,000. The $160,000 in principal is due on demand on or after December 31, 2024, and is convertible at the option of the lenders at any time into shares of the Company’s restricted common stock at a conversion rate of $0.50 per share.17

OnDuring ~~July 5~~2025, ~~2024,~~ the Company entered into ~~another~~two ~~Loan~~additional ~~Agreement~~individual short-term unsecured loans with Dr. Salkind for additional ~~proceeds~~working ofcapital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $50275,000, and onwere ~~July~~issued 23with an OID of $25,000, along ~~2024~~with 25,000 shares ~~entered~~of ~~into~~restricted common stock valued at $31,250, for a ~~Loan~~total ~~Agreement~~debt discount recorded of $56,250, with Drmaturity dates in March 2026, as amended, at which time all principal is due and payable. ~~Salkind’s~~Total debt discount of approximately ~~son~~$33,000 was amortized as interest expense for ~~additional~~the ~~proceeds~~year ended December 31, 2025, based on the loans’ original maturity dates. Principal of $50100,000 is convertible at any time prior to the maturity date at a conversion price of $1.00 per ~~Both~~common ~~July~~share. ~~2024~~Principal ~~loans~~of ~~were~~$275,000 and ~~issued~~unamortized ~~under~~debt ~~the~~discount ~~same~~of ~~non-interest~~approximately $23,000 remain ~~repayment~~outstanding at December 31, ~~and~~2025. ~~conversion~~In ~~terms as~~January 2026, the ~~Salkind~~Company ~~June~~recognized ~~2024~~accretion ~~Loan~~of $25,000 and repaid $150,000 of principal.

On December 30, 2024, the Salkind June 2024 Loan and the July 2024 Salkind loans were converted into shares of the Company’s common stock at a rate of $0.50 per share. A total of $250,000 in debt principal and $11,500 in Original Issue Discount was converted into a total of 523,000 shares of common stock, in full settlement of debt outstanding to Dr. Salkind and his son. The Company recognized $11,500 in interest expense under the loans related to amortization of the OID for the year ended December 31, 2024.

Related Party - Other Loans

During the ~~quarter~~year ended ~~June~~December 3031, 2024, the Company entered into ~~the~~several ~~following~~unsecured non-interest bearing loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney (Attorney Loans).

~~Loan~~Gross 1,proceeds ~~dated~~received ~~April~~under ~~2024~~the Attorney Loans totaled $300,000 ~~was~~for aworking ~~non-interest-bearing demand~~capital ~~loan~~purposes, and were issued inwith ~~exchange~~a ~~for~~total of $7032,000 ~~cash~~in OID, and ~~included~~are apayable $4generally on demand after December 31,~~000~~ ~~discount~~2024. ~~The~~An additional $7420,000 in principal, and $5,000 in OID, was ~~paid~~related to a loan issued in ~~full~~exchange ~~during~~for ~~2024,~~settlement of ~~and~~accounts payable with the ~~Company~~attorney. ~~recognized~~Total principal of $4210,000 inand ~~interest~~OID ~~expense~~of ~~associated~~$33,000 ~~with~~is ~~the~~convertible ~~debt~~into ~~discount~~shares ~~during~~of ~~the~~restricted ~~year~~common ~~ended~~stock at ~~December~~rates 31ranging from $0.50 to $1.00 per share, ~~2024~~at the option of the debt holder.

~~Loan~~Prior 2to December 31, ~~dated~~2024, ~~April~~the Company repaid $203,000 in principal and $5,000 in OID under the Attorney Loans. On December 30, 2024, ~~was~~outstanding principal totaling $57,000 and OID totaling $20,000 were converted into 154,000 shares of the Company’s common stock at a ~~non-interest-bearing~~rate of $0.50 per share. In addition, outstanding ~~demand~~principal ~~loan~~totaling ~~issued~~$60,000 inand ~~exchange~~OID ~~for~~totaling $4012,000 inwere ~~cash~~converted into a total of 72,000 shares of common stock at a rate of $1.00 ~~The~~per share. No principal under the Attorney Loans was ~~paid~~outstanding at December 31, 2024. The Company recognized $37,000 in ~~full~~interest ~~during~~expense under the Attorney Loans related to amortization of OID for the year ended December 31, 2024.

~~Loan~~During 3,the ~~dated~~year ~~June~~ended ~~2024~~December 31, is2025, athe ~~non-interest-bearing~~Company ~~demand~~entered ~~loan~~into ~~issued~~a inLoan ~~exchange~~Agreement ~~for~~with ~~the~~its ~~cancellation~~corporate ofattorney effectively agreeing to convert $2024,000 in ~~invoices~~trade ~~outstanding~~payables ~~related~~into toa ~~legal~~demand ~~services~~promissory note, ~~performed~~plus $6,000 in OID. The Loan 3Agreement included an ~~Original~~a ~~Issue~~conversion ~~Discount~~feature, ~~(OID)~~at the sole option of $5the attorney,~~000.~~ ~~The~~to ~~$25,000~~convert inthe ~~principal~~outstanding obligations ~~and~~into ~~Original~~shares ~~Issue~~of ~~Discount~~the isCompany’s ~~payable~~restricted oncommon ~~demand~~stock onat ora ~~after~~conversion ~~December 31,~~price ~~2024,~~of ~~and~~$1.75 isper ~~also~~share. ~~convertible~~In atFebruary 2025, the lender ~~option~~agreed ofto convert the ~~lender~~loan principal and original issue discount into ~~the~~17,143 ~~Company’s~~shares ~~restricted~~of common stock, at a ~~conversion~~fair ~~rate~~value of $~~0.50~~30,000, ~~per~~in ~~share~~full settlement of the Loan Agreement.

Loan 4, dated June 2024, is a non-interest-bearing demand loan issued in exchange for $37,000 in cash. Loan 4 included an Original Issue Discount of $15,000. The $52,000 in principal and Original Issue Discount is payable on demand at any time on or after December 31, 2024, and is also convertible at the option of the lender into the Company’s restricted common stock at a conversion rate of $0.50 per share.

During the quarter ended September 30, 2024, the Company entered into the following loan agreements with its corporate attorney in exchange for cash.

Loans 5 and 6, dated July 2024, consists of two verbal, non-interest-bearing loans totaling $78,000 to the Company on a short-term basis. Loan 7, dated September 2024, consists of a verbal, non-interest-bearing loan issued in exchange for $75,000 in cash on a short-term basis.

On October 8, 2024, the corporate attorney and the Company entered into a modification to Loans 3, 4, 5, 6, and 7 above which provides the following:

· Loans 3 and 4 were amended to include a provision that, if the Company elects to prepay the loans, the Company will provide at least five days written notice to the debt holder of such intent for prepayment allowing the debt holder the opportunity to convert the debt. · Loans 5, 6, and 7, totaling $87,000 in outstanding principal were amended to add a $13,000 OID and a conversion option in which the debt and OID are convertible at any time at a rate of $1.00 per share at the option of the debt holder. In addition, in the event the Company receives additional financing or revenues, the Company shall, by Friday of each week in which such event occurs, notify the debt holder and shall give the debt holder the opportunity to demand immediate payment of at least 15% of such financing and/or revenues received by the Company until Loans 5, 6, and 7 have been paid in full. · The parties agree that all repayments of loans by the Company to the debt holder shall first reduce the outstanding principal and OID of Loans 5, 6, and 7.

On December 30, 2024, Loans 3 and 4 were converted into shares of the Company’s common stock at a rate of $0.50 per share. A total of $57,000 in debt principal and $20,000 in Original Issue Discount was converted into a total of 154,000 shares of common stock. In addition, the Company’s counsel converted $69,000 of the remaining outstanding debt principal and $3,000 in OID on Loans 5, 6, and 7 into a total of 72,000 shares of common stock. There are no loans remaining outstanding from the Company’s counsel at December 31, 2024. The Company recognized $33,000 in interest expense under the loans related to amortization of OID for the year ended December 31, 2024.

Merchant Agreements

InDuring ~~November~~the ~~2023~~year ended December 31, 2024, the Company entered into ~~an agreement~~five individual agreements with the same financial institution (Merchant Lender) for the purchase and sale of future receivables (~~2023~~the 2024 Merchant ~~Agreement~~Agreements). ~~with~~The a2024 ~~financial~~Merchant ~~institution~~Agreements were issued in exchange for total gross cash funding of approximately $~~200~~1,082,000, inof ~~funding~~which ~~(the~~approximately ~~2023~~$585,000 ~~Purchase~~represented ~~Price).~~cash ~~The~~proceeds, ~~2023~~net ~~Purchase~~of ~~Price~~fees, isand tothe bebalance ~~repaid~~applied ~~through~~by ~~daily~~the ~~payments~~Merchant ~~representing~~Lender ~~10%~~as offull ~~future~~settlement ~~customer~~of ~~payments~~other onoutstanding ~~receivables~~obligations ~~until~~with athe ~~total~~Merchant Lender, net of ~~$272,000 is~~other ~~paid~~fees. The ~~Company~~Purchase ~~recorded~~Prices ~~a debt discount~~ associated with the ~~2023~~2024 Merchant ~~Agreement totaling $72,000~~Agreements ~~which~~are isto ~~being~~be ~~amortized~~repaid through ~~interest~~daily ~~expense~~payments ~~over~~representing ~~the~~a ~~expected~~percentage ~~term~~ of ~~the~~future ~~agreement~~customer ofpayments ~~170~~on ~~days.~~receivables ~~The~~until ~~Company~~a ~~recognized~~total of approximately $331,~~578 in~~481,000 ~~interest~~is ~~expense~~repaid, ~~associated~~resulting ~~with~~in the ~~amortization~~recording of ~~the~~approximately ~~debt~~$452,000 ~~discount~~in ~~for~~debt ~~the six months ended June 30, 2024~~discount. In connection with the ~~2023~~issuances of the 2024 Merchant ~~Agreement~~Agreements, and as additional consideration, the Company ~~has~~ agreed to issue 16a total of 39,~~765~~ 245 shares of its ~~Common~~common ~~Stock~~stock to the Merchant ~~financial~~Lender ~~institution~~ in an amount equal to 5% of the ~~Purchase~~new ~~Price,~~principal orAdvance ~~$10,500, which~~Amounts ~~was recorded as additional debt discount. The number of shares issued is equal to 5% of the 2023 Purchase Price~~ divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the ~~signed~~effective date of the ~~2023~~agreements, ~~Merchant~~for ~~Agreement. During~~a ~~April~~total ~~2024~~fair value of approximately $37,000, which was included in the ~~total~~debt ~~balance~~discount. ofNo principal ~~and~~or ~~interest~~unamortized ~~payable~~discount remains outstanding on the ~~2023~~2024 Merchant ~~Agreement~~Agreements ~~funding~~at ofDecember 31, ~~approximately~~2025. ~~$112,000 was~~Total ~~rolled~~principal ~~into~~remaining ~~the~~outstanding ~~April~~on the 2024 Merchant ~~Agreement~~Agreements ~~(discussed~~at ~~below)~~December 31, 2024 was approximately $542,000, and ~~settled~~unamortized debt indiscount ~~full~~was approximately $150,000. The Company recognized approximately $47150,000 and $302,000 in interest expense associated with the amortization of the debt ~~discount~~discounts under ~~this~~the ~~agreement~~2024 Merchant Agreements for the ~~year~~years ended December 31, 2025 and 2024, respectively.

In February 2024, the Company entered into an agreement for the purchase and sale of future receivables (February 2024 Merchant Agreement) with the same financial institution associated with the 2023 Merchant Agreement for the sale of future receivables in exchange for $150,000 in funding (the 2024 Purchase Price), less a $7,500 origination fee. The 2024 Purchase Price is to be repaid through daily payments representing 10% of future customer payments receivables until a total of approximately $205,350 is paid. The Company recorded a debt discount associated with the February 2024 Merchant Agreement totaling $62,850 which is being amortized through interest expense over the expected term of the agreement of 170 days. In connection with the February 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 20,135 shares of its Common Stock to the financial institution in an amount equal to 5% of the Purchase Price, or $7,500, which was recorded as additional debt discount. During August 2024, the total balance of principal and interest payable on the February 2024 Merchant Agreement funding of approximately $69,000 was rolled into the August 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $63,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.F-18

InDuring ~~April~~the ~~2024~~year ended December 31, 2025, the Company entered into anfive ~~agreement~~ individual agreements with the Merchant Lender for the purchase and sale of future receivables (~~April~~the ~~2024~~2025 Merchant ~~Agreement~~Agreements). The ~~with~~2025 aMerchant ~~financial~~Agreements ~~institution~~were issued in exchange for ~~the~~total ~~sale~~gross cash funding of ~~future~~approximately ~~receivables in~~$1,132,000, ~~exchange~~of ~~for~~which approximately $~~250~~457,000 inrepresented ~~funding~~cash ~~(the~~proceeds, ~~April~~net ~~2024~~of ~~Purchase~~fees, ~~Price)~~and inthe ~~exchange~~balance ~~for~~applied ~~$127,000~~by inthe ~~cash~~Merchant ~~and~~Lender as full settlement of ~~the~~other ~~November~~outstanding ~~2023~~obligations with the Merchant ~~Agreement~~Lender, ~~funding~~net ~~discussed~~of ~~above~~other fees. The Purchase ~~Price~~Prices isassociated with the 2025 Merchant Agreements are to be repaid through daily payments, ranging from $506 to $1,872, representing ~~10%~~a percentage of future customer payments on receivables until a total of approximately $~~342~~1,~~250~~543,000 is ~~paid~~repaid, resulting in the recording of approximately $477,000 in debt discount. In connection with the ~~April 2024~~ 2025 Merchant ~~Agreement~~Agreements, and as additional consideration, the Company agreed to issue 12a total of 15,~~854~~502 shares of its common stock to the Merchant ~~financial~~Lender ~~institution~~ in an amount equal to 5% of the ~~Purchase~~new ~~Price,~~principal orAdvance ~~$12,500,~~Amount ~~which was recorded as additional debt discount. The number of shares issued is equal to 5% of the Purchase Price~~ divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the ~~signed~~effective date of the ~~Merchant~~agreements, ~~Agreement.~~for ~~This~~a ~~agreement~~total ~~superseded~~fair ~~the~~value ~~Merchant~~of ~~Agreement~~approximately ~~executed~~$26,000, which inwas ~~November~~included ~~2023.~~in ~~During September 2024,~~ the ~~total~~debt ~~balance~~discount. ofTotal principal ~~and~~remaining ~~interest~~outstanding ~~payable~~ on the ~~April~~2025 ~~2024~~ Merchant ~~Agreement~~Agreements ~~funding~~at ofDecember 31, 2025 was approximately $~~139~~586,000, ~~was~~and ~~rolled into~~unamortized ~~the~~debt ~~September~~discount ~~2024~~outstanding ~~Merchant~~was ~~Agreement~~approximately ~~(discussed below) and settled in full~~$163,000. The Company recognized approximately $~~103~~313,000 in interest expense associated with the amortization of the debt ~~discount~~discounts under ~~this~~the ~~agreement~~2025 Merchant Agreements for the year ended December 31, ~~2024~~2025.

In August 2024, the Company entered into an agreement for the purchase and sale of future receivables (August 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $200,000 in funding (the August 2024 Purchase Price), of which $121,147 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the February 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 16% of future customer payments received until a total of approximately $273,800 is paid. In connection with the August 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 2,779 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $6,057, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. During December 2024, the total balance of principal and interest payable on the August 2024 Merchant Agreement funding of approximately $125,000 was rolled into the December 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $84,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In September 2024, the Company entered into an agreement for the purchase and sale of future receivables (September 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $250,000 funding (the September 2024 Purchase Price), of which $98,699 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the April 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until a total of approximately $342,250 is paid. In connection with the September 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,993 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $5,560, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the Merchant Agreement funding is expected to be repaid in full within the next year. The principal remaining outstanding on the September 2024 Merchant Agreement at December 31, 2024 is approximately $172,000, net of unamortized debt discount of approximately $52,000. The Company recognized approximately $52,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In December 2024, the Company entered into an agreement for the purchase and sale of future receivables (December 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $232,000 funding (the December 2024 Purchase Price), of which $95,669 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until a total of approximately $317,600 is paid. In connection with the December 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,484 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $5,363, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the December 2024 Merchant Agreement funding is expected to be repaid in full within the next year. The principal remaining outstanding on the December 2024 Merchant Agreement at December 31, 2024 is approximately $220,000, net of unamortized debt discount of approximately $97,000. The amortization on the debt discount on this agreement was de minimis for the year ended December 31, 2024.

For the years ended December 31, 2024, and 2023, the Company recognized a total of approximately $350,000 and $32,000 in interest expense associated with the amortization of the debt discounts on the 2024 Merchant Agreements and the November 2023 Merchant Agreement.

2024 Promissory Notes

InDuring ~~March~~the year ended December 31, 2024, the Company issued afour individual promissory ~~note~~ innotes with the ~~principal~~same ~~amount~~financial ofinstitution ~~$126,500~~(Lender ~~with~~One) anfor ~~Original~~aggregate ~~Issue~~principal ~~Discount~~of ($453,650 and aggregate OID) of $1677,~~500~~250, recorded ~~(March~~as debt discount (2024 Lender One Promissory ~~Note~~Notes), and is being amortized over the repayment period of the principal through interest expense. Interest is charged on the principal at ~~14%~~rates ~~upon~~ranging ~~issuance~~from of14% to ~~the~~15% per ~~promissory note~~annum, ~~totaling $17,710,~~ and is payable, along with principal, in ~~five~~various ~~individual payments~~periodic ~~commencing~~payment ~~September~~amounts ~~15,~~and ~~2024,~~at various dates through the maturity ~~date~~ dates of January 15, 2025. ~~In addition~~ to ~~the~~October ~~OID~~15, ~~the~~2025. ~~Company~~For ~~paid~~one ~~$8,150 in~~of ~~issuance costs associated with~~ the 2024 ~~March~~Lender One Promissory ~~Note and recorded a debt discount totaling $24~~Notes,~~650~~ ~~which is being amortized over~~ the ~~repayment period of the principal through interest expense. The~~ Company ~~recognized~~also ~~approximately~~paid $238,~~000~~ 150 in ~~interest~~issuance ~~expense for~~costs ~~the~~which ~~year~~was ~~ended~~recorded ~~December~~as ~~31,~~part ~~2024, associated with amortization~~ of the total debt discount ~~on the March 2024 Promissory Note~~. Solely upon an event of default, and individually at the option of the holder of the 2024 Lender One Promissory Notes, all amounts outstanding under ~~the~~one ~~March~~or more of the 2024 ~~Promissory~~Lender ~~Note~~One ~~are~~Promissory Notes become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. InThe ~~the~~Company ~~event~~recognized ofapproximately ~~default~~$51,000 and ~~all~~$41,000 in ~~outstanding~~interest ~~obligations~~expense ~~under~~for the ~~March~~years ~~2024 Promissory~~ended ~~Note~~December ~~shall~~31, ~~become~~2025 ~~due~~ and ~~payable~~2024, atrespectively, ~~150%~~associated ofwith the ~~outstanding~~amortization ~~principal~~of ~~amount~~the ~~plus~~debt ~~accrued~~discount on ~~and~~the ~~unpaid~~2024 ~~interest,~~Lender ~~plus~~One ~~any~~Promissory ~~other~~Notes. No principal amounts ~~owed~~were outstanding under the ~~March~~ 2024 Promissory ~~Note.~~Notes ~~Approximately~~at December 31, 2025, and approximately $18270,000 were inoutstanding ~~principal~~at December 31, 2024. No unamortized debt discount was outstanding under the 2024 Lender One Promissory Notes at December 31, 2025, and ~~OID~~approximately ~~remain~~$51,000 was outstanding at December 31, 2024.

In April 2024, the Company issued a promissory note in the principal amount of $96,000 with an Original Issue Discount of $16,000 (April 2024 Promissory Note). Interest is charged on the principal at 15% upon issuance of the April 2024 Promissory Note, totaling $14,400, and is payable, along with principal, in ten individual payments of $11,040 commencing May 30, 2024, through the maturity date of March 31, 2025. ~~The Company recognized approximately $18,000 in interest expense for the nine months ended June 30, 2024, associated with amortization of the debt discount on the April 2024~~ Promissory ~~Note.~~ Solely upon an event of default, and at the option of the holder of the April 2024 Promissory Note, all amounts outstanding under the April 2024 Promissory Note become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, the April 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount of the April 2024 Promissory Note plus accrued and unpaid interest, plus any other amounts owed under the promissory note. Approximately $21,000 in principal and OID remain outstanding at December 31, 2024.Notes

56In March 2025, the Company issued an additional promissory note with Lender One in the principal amount of $62,060 with an OID of approximately $9,000 (2025 Lender One Promissory Note One). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the 2025 Lender One Promissory Note One. The Company recognized approximately $11,000 in interest expense for the year ended December 31, 2025, associated with the amortization of the total debt discount. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the 2025 Lender One Promissory Note One are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. Approximately $7,000 of principal and $2,000 of unamortized OID remain outstanding at December 31, 2025.

InAlso ~~September~~in ~~2024~~March 2025, the Company issued a ~~promissory~~convertible promissory note with Lender One in the principal amount of $98103,~~900 with~~750 ~~an Original Issue Discount of $20,300~~ (~~September~~2025 ~~2024~~Lender One Promissory Note Two). Interest is charged on the principal at 1410% ~~upon~~ ~~issuance~~per ~~of the September 2024 Promissory Note~~annum, ~~totaling $13,846,~~ and is payable, along with principal ~~as follows: $56~~,~~373 due~~ ~~March~~in ~~15,~~full ~~2025,~~at ~~$14,093 due~~the onMaturity ~~each~~Date of ~~April~~March 15, ~~2025~~2026. ~~and~~The ~~May~~Company ~~15,~~paid ~~2025 and~~ approximately $148,~~874 due~~000 onin ~~June~~debt ~~15,~~issuance ~~2025~~costs ~~and~~associated onwith the ~~maturity~~2025 ~~date~~Lender ofOne ~~July 15~~Promissory Note Two, ~~2025~~recorded as debt discount. The Company recognized approximately a$8,000 dein ~~minimis amount of~~ interest expense for the year ended December 31, ~~2024~~2025, associated with the amortization of the debt discount. Solely ~~upon~~at anthe ~~event~~option of ~~default~~the holder, and atfrom the ~~option~~period of180 days from the ~~holder~~date of the ~~September~~2025 ~~2024~~Lender One Promissory Note Two through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the ~~September~~2025 ~~2024~~Lender One Promissory Note Two ~~become~~are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. InDuring the ~~event~~year ofended ~~default~~December 31, 2025, the Company ~~September~~negotiated ~~2024~~two individual partial settlements of $20,000 in principal outstanding on 2025 Lender One Promissory Note ~~shall~~Two, ~~become~~totaling $40,000, ~~due~~at ~~and~~per ~~payable~~share atconversions ~~150%~~rates of $0.85 and $0.73 respectively, resulting in the ~~outstanding~~ conversion of said principal ~~amount~~into ofa ~~the~~total ~~September~~of 50,787 ~~2024~~shares ~~Promissory~~of ~~Note~~the ~~plus~~Company’s ~~accrued~~common ~~and~~stock. ~~unpaid~~In ~~interest~~addition, ~~plus~~the ~~any~~remaining ~~other~~principal ~~amounts~~outstanding ~~owed~~after ~~under~~ the ~~promissory note.~~conversions ~~All~~of ~~principal~~$63,750 was paid early, and ~~OID~~settled ~~remain~~in ~~outstanding~~full, atresulting ~~December~~in 31an additional early payoff fee of approximately $37,000, ~~2024~~which is presented as noloss on debt ~~payments~~extinguishment ~~have~~on ~~been~~the ~~made~~accompanying ~~under~~consolidated ~~this~~statement ~~agreement~~of operations.

In December 2024, the Company issued a promissory note in the principal amount of $132,250 with an Original Issue Discount of $24,450 (December 2024 Promissory Note). Interest is charged on the principal at 14% upon issuance of the December 2024 Promissory Note, totaling $18,515, and is payable, along with principal as follows: $75,383 due June 15, 2025, $18,846 due on each of July 15, 2025, August 15, 2025, September 15, 2025 and October 15, 2025 (the Maturity Date). The Company recognized a de minimis amount of interest expense for the year ended December 31, 2024, associated with amortization of the debt discount. Solely upon an event of default, and at the option of the holder of the December 2024 Promissory Note, all amounts outstanding under the December 2024 Promissory Note become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, the December 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount of the December 2024 Promissory Note plus accrued and unpaid interest, plus any other amounts owed under the promissory note. All principal and OID remain outstanding at December 31, 2024 as no payments have been made under this agreement.F-19

InOn ~~August~~July ~~2024~~8, 2025 and July 17, 2025, the Company issued ~~entered~~two ~~into~~individual aconvertible ~~financing arrangement~~promissory notes with ~~their~~two ~~Directors~~third-party ~~and~~lenders ~~Officers~~(July 2025 Lenders) in principal amounts of $156,000 and $258,750 (~~D&O~~July 2025 Promissory Notes), ~~insurance~~with ~~provider~~Maturity toDates ~~fund~~of April 30, 2026 and July 17, 2026, respectively. Interest is charged on the ~~annual~~principal ~~premium~~at ~~related~~10% per toannum, and is payable, along with the ~~D&O~~$156,000 principal, ~~insurance~~in full at the Maturity Date of April ~~policy~~30, 2026. ~~The~~Interest ~~total~~under ~~amount~~the ~~financed~~$258,750 promissory ~~was~~note of $~~112~~25,~~500~~875 was due and ~~incurs~~payable ~~interest~~upon execution of the promissory note, and principal is due at various dates and amounts commencing in January 2026 through July 17, 2026. The Company paid a ~~rate~~total of ~~8.14%~~$30,000 in ~~per~~issuance ~~annum~~costs associated with the July 2025 Promissory Notes and OID of $33,250 associated with ~~nine~~the ~~monthly~~$258,750 July ~~payments~~2025 Promissory Note, both recorded as a debt discount. Solely at the option of ~~principal~~the Holder, all outstanding obligations under the ~~and~~July ~~interest~~2025 Promissory Notes become convertible, per terms of the agreements, into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $1241,~~928~~000 in ~~through~~interest ~~May~~expense associated with amortization of the debt discount for the year ended December 31, 2025. ~~Remaining~~The ~~unpaid~~full principal ~~under~~amounts of ~~this~~$414,750, and ~~financing~~unamortized ~~arrangement~~discount ~~was~~of approximately $6222,~~500~~000, remain outstanding at December 31, ~~2024~~2025. In January 2026, in full settlement of the $156,000 promissory note, the Company repaid all principal and obligations under the note totaling approximately $205,000, including accrued interest and prepayment fee of approximately $49,000.

~~Following~~On isSeptember 15, 2025, the Company issued a ~~summary~~promissory note in the principal amount of ~~debt~~$127,650, including an OID of $27,650 (September 2025 Promissory Note). Interest is charged on the principal at 12% upon issuance of the September 2025 Promissory Note, totaling $15,318, and is payable, along with principal, at various dates and amount commencing in March 2026 through the Maturity Date in July 2026. Solely upon an event of default, and at the option of the Holder of the September 2025 Promissory Note, all outstanding amounts become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. The Company recognized approximately $13,000 in interest expense for the year ended December 31, ~~2024~~2025, associated with amortization of the debt discount. The full principal amount of $127,650, and ~~2023:~~unamortized debt discount of approximately $15,000, remain outstanding at December 31, 2025.

Schedule of debt outstanding
	December 31, 2024			December 31, 2023
Merchant Agreements	$	541,972		$	216,089
2024 Promissory Notes		332,796			–
Total Debt		874,768			216,089
Less: Unamortized debt discounts		(200,853	)		(47,372	)
Current portion of debt	$	673,915		$	168,717

During the year ended December 31, 2025, the Company entered into eight individual Subscription Agreements and Convertible Promissory Notes for a total of $1,295,000 in principal (Other Convertible Notes). The unsecured loans were issued with a total of 431,682 shares of restricted common stock as original issue discount, and fair valued at approximately $597,000. Principal on the Other Convertible Notes is automatically convertible at a conversion price of $1.00 per common share on the maturity dates ranging from March 2026 to June 2026. Approximately $111,000 of debt discount was amortized as interest expense for the year ended December 31, 2025. The full principal amount of $1,295,000, and unamortized debt discount of approximately $486,000, remain outstanding at December 31, 2025.

~~The~~April ~~weighted~~2025 ~~average~~Loan ~~interest rate on short term borrowings outstanding at December 31, 2024 and 2023 was 46% and 85%, respectively.~~Agreement

57On March 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025, and was issued with an OID consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share. On September 30, 2025, the $150,000 in principal on the loan was automatically converted into 85,714 shares of the Company’s common stock in full settlement of the loan, and the Company recognized $82,286 in interest expense associated with the amortization of the OID for the year ended December 31, 2025.

Other Debt

F-20

Following is a summary of debt outstanding at December 31, 2025 and 2024:

Schedule of debt outstanding
	December 31, 2025			December 31, 2024
Merchant Agreements	$	586,337			541,972
Other Debt, Promissory Notes, and Loan Agreement		1,906,106			332,796
Related Party Debt		275,000			–
Total Debt		2,767,443			874,768
Less: Unamortized debt discounts		(711,054	)		(200,853	)
Current portion of debt	$	2,056,389			673,915

The weighted average interest rate on short term borrowings outstanding at December 31, 2025 and 2024 was 26% and 46%, respectively.

NOTE 5 – INCOME TAXES

The ~~Company~~components ~~has~~of ~~federal~~income ~~net~~tax ~~operating~~expense ~~loss carryforwards~~ (~~“NOL’s~~benefit) ~~of approximately $64,530,000 and $59,837,000 at December 31, 2024 and 2023, respectively, which may be available~~ tofrom ~~reduce~~continuing ~~future~~operations ~~taxable~~for ~~income indefinitely. During~~ the ~~year’s~~years ended December 31, ~~2024,~~2025 and ~~2023~~2024, ~~the~~are ~~Company recognized $84,000 and $182,000 in income tax benefit~~ as ~~a result of the noncash settlement of an income tax obligation assumed through its 2018 acquisition of Advangelists, LLC.~~follows:

The tax effects of temporary differences which give rise to deferred tax assets are summarized as follows:


	2025			2024
Current income tax expense (benefit):
Federal	$	–		$	(84,000	)
State		–			–
Foreign		–			–
Total current income taxes	$	–		$	(84,000	)

Deferred income tax expense (benefit):
Federal	$	3,571,000		$	983,000
State		–			–
Foreign		–			–
Total deferred income taxes		3,571,000			983,000
Change in valuation allowance		(3,571,000	)		(983,000	)
Income tax expense (benefit)	$	–		$	–

Schedule of deferred tax assets
	December 31,
	2024			2023
Deferred tax assets
Net operating losses	$	16,083,000		$	14,929,000
Allowance for credit losses		33,000			302,000
Valuation allowance		(16,080,000	)		(15,097,000	)
Net deferred tax assets		36,000			134,000
Deferred tax liabilities
Property and equipment		(36,000	)		(134,000	)
Net deferred tax assets	$	–		$	–

The Company recorded no current or deferred income tax benefit for the years ended December 31, 2025, primarily due to losses and a full valuation allowance on deferred tax assets.

The ~~change in the~~ Company’s ~~valuation~~adopted ~~allowance was~~ASU an2023-09 ~~increase~~on ofJanuary $1,~~000,000~~ ~~and~~2025, $1on a prospective basis. Accordingly,~~512,000~~ the enhance income tax disclosures required under the ASU are presented only for the ~~years~~year ended December 31, ~~2024~~2025. ~~and~~Prior ~~2023,~~period ~~respectively,~~amounts ~~primarily~~have ~~related~~not tobeen ~~the~~recast ~~increases~~and inare ~~net~~therefore ~~operating~~not ~~losses~~comparable.

AThe ~~reconciliation~~Company has federal net operating loss carryforwards (NOL) of approximately $68,923,000 and $64,530,000 at December 31, 2025 and 2024, respectively. Approximately $38,401,000 of the federal ~~statutory~~NOL ~~rate~~recorded in tax years beginning prior to January 1, 2028 is subject to a 20 year carryforward, with a portion expiring in 2026. Approximately $30,521,000 of the federal NOL recorded in tax years beginning January 1, 2028 and after has an indefinite carryforward period, subject to limitations. During the year ended December 31, 2024, the Company’s ~~effective~~recognized ~~tax~~approximately ~~rate~~$84,000 in isincome tax benefit as ~~follows:~~a result of the noncash settlement of an income tax obligation assumed through its 2018 acquisition of Advangelists, LLC.

Schedule of effective tax rate
	Year Ended December 31,
	2024			2023
Federal income tax at statutory rates		(21.00%	)		(21.00%	)
Change in deferred tax asset valuation allowance		24.94%			25.00%
Other		(3.81%	)		(3.70%	)
Income taxes at effective rates		0.13%			0.30%

F-21

Enhanced Disclosures (ASU 2023-09 – 2025)

A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows. In accordance with ASU 2023-09, reconciling items greater than 5% of the statutory tax rate are presented separately. Amounts below this threshold are aggregated within “Other.” The 2025 reconciliation below is not presented on a comparable basis with prior periods due to the adoption of ASU 2023-09.

Schedule of income tax	Year Ended December 31,
	2025
Federal income benefit at statutory rates	$	(2,191,201	)	(21.00%	)
State income taxes, net of income tax benefit		(584,320	)	(5.60%	)
Change in valuation allowance		3,571,000		34.20%
Amortization of debt discount		248,260		2.40%
Equity-based compensation		2,232,980		21.40%
Return to provision adjustments		(3,076,755	)	(29.50%	)
Other		(199,964	)	(1.90%	)
Income taxes at effective rates	$	–		0.00%

Income Taxes Paid (Disaggregated) - 2025


	Amount
U.S federal	$	–
U.S state		–
Foreign		–

Total income taxes paid	$	–

Legacy Disclosures (ASC 710 – 2024)

The following is a reconciliation of the statutory federal income tax rate applied to pre-tax net loss compared to the income tax benefit in the consolidated statement of operations as of December 31, 2024.

	Year Ended December 31,
	2024
Federal income tax benefit at statutory rates		(21.00%	)
Change in deferred tax asset valuation allowance		25.00%
Other		(3.00%	)
Income tax benefit at effective rates		(1.00%	)

F-22

Deferred Income Taxes

The tax effects of temporary differences which give rise to deferred tax assets and liabilities are summarized as follows:

Schedule of deferred tax assets
	December 31,
	2025			2024
Deferred tax assets
Net operating losses	$	17,924,000		$	16,083,000
Allowance for credit losses		40,000			33,000
Stock-based compensation		1,528,000			–
Debt discount		226,000			–
Valuation allowance		(19,651,000	)		(16,080,000	)
Net deferred tax assets		67,000			36,000

Deferred tax liabilities
Property and equipment		(1,000	)		(36,000	)
Intangible assets		(66,000	)		–
Deferred tax liabilities		(67,000	)		(36,000	)
Net deferred tax assets	$	–		$	–

The change in the Company’s valuation allowance was an increase of $3,571,000 and $983,000 for the years ended December 31, 2025 and 2024, respectively, primarily related to the increases in net operating losses. Net operating losses incurred prior to 2018 expire beginning in 2025.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of operations. As of January 1, 2025, the Company had no unrecognized tax benefits and no charge during 2025, and accordingly, the Company did not recognize any interest or penalties during 2025 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2025.

The Company files income tax returns in the United States, including various state jurisdictions, which remain open to examination by the respective jurisdictions for the 2018 tax year to the present.

NOTE 6 – STOCKHOLDERS’ EQUITY

On August 7, 2023, the Company effected a 1-for-15 reverse stock split of its common stock, with all fractional common shares rounded up to the nearest whole number. The effects of this rounding resulted in the issuance of 14,162 additional shares of common stock at the time of the split.

The Company’s authorized capital stock consists of 105,000,000 shares, comprised of 100,000,000 shares of common stock, per share par value $0.0001, and 5,000,000 shares of preferred stock, per share par value $0.0001.

Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:

	·	1,500,000 shares as Series AA Preferred Stock, none outstanding
	·	1,250,000 shares as Series AAA Preferred Stock, 31,413 shares outstanding
	·	1,250 shares as Series AAAA Preferred Stock, none outstanding
	·	1,500 shares as Series C Preferred Stock, none outstanding
	·	2 shares as Series B Preferred Stock: none outstanding
	·	70,000 shares as Series E Preferred Stock, 61,688 shares outstanding
	·	One share of Series F Preferred Stock, none outstanding
	·	300,789 shares of Series G Preferred Stock, none outstanding
	·	770,000 shares of Series H Preferred Stock, none outstanding

58F-23

Rights Under Preferred Stock

The Company’s classes of preferred stock include the following provisions:

Optional Conversion Rights of Preferred Stock

· Series AA – one share convertible into 3.33 shares of common stock · Series AAA – one share convertible into 0.0167 shares of common stock · Series C – one share convertible into 6,667 shares of common stock · Series E – one share convertible into 0.0167 shares of common stock (calculated by taking one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020, and further adjusted by dividing the result by ~~6000~~6,000 representing the aggregate amount of two reverse stock splits) · Series G – one share convertible into shares of common stock at a rate of its Stated Value divided by $0.50 (Series G Conversion Ratio) · Series H – one share was convertible into shares of common stock at a rate of its Stated Value ($2.00 at August 7, 2024, date of mandatory conversion discussed below) divided by $0.20 (Series H Conversion Ratio)

Redemption Rights

Series E preferred stock is redeemable at any time upon 30 days’ written notice by the Company and the shareholders, at a rate of 100% of the Stated Value, as defined.

Mandatory Conversion Right

Any outstanding shares of Series G Preferred Stock shall automatically convert into common stock based on the Series G Conversion Ratio if the closing sales price of the Company’s common stock for ten (10) consecutive trading days closes over $5.00 per share.

Any outstanding shares of Series H Preferred Stock shall automatically convert into common stock based on the Series H Conversion Ratio at the earlier of (i) December 31, 2026, or (ii) at such time as the closing sale price of the Company’s common stock exceeds $2.00 per share for ten (10) consecutive trading days. In August 2024, the Series H Preferred Stock satisfied the mandatory conversion right, resulting in the conversion of all 768,473 shares outstanding into 7,684,730 shares of common stock, exclusive of accrued dividend liabilities totaling $122,954 also being converted into 158,840 shares of common stock.

Mandatory Dividend

Commencing after the later of (i) the first day of the calendar month after the month in which the Series G shares are issued or (ii) January 2, 2024, the holders of outstanding shares of Series G Preferred Stock shall receive a monthly dividend of 20% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series G Preferred Stock in cash or in common stock.

Commencing January 2, 2024, the holders of outstanding shares of Series H Preferred Stock shall receive a monthly dividend of 1% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series H Preferred Stock in cash or in common stock. If the election is for cash payment, the Company has the right to deliver a one-year secured note bearing interest at the rate of 15% per annum in lieu of paying cash. As discussed above, for the period January 1 through August 6, 2024, the mandatory conversion date, the Company accrued and paid stock dividends of 158,840 common shares totaling $122,954, to the Series H Preferred Stock shareholders.

59F-24

Liquidation Preference

The Series G and Series H Preferred Stock have a liquidation preference of the Stated Value per share plus accrued and unpaid dividends.

Shares Issued for Services

On October 6, 2023, the Company entered into a one-year consulting contract with Mr. Gene Salkind, its Chairman of the Board, to provide business consulting services to the Company. Mr. Salkind received 150,000 shares of restricted common stock, valued at $103,500, in consideration for his services under this agreement.

In December 2023, the Company entered a one-year consulting contract with an unrelated party. In accordance with the contract, the consultant received a signing bonus of $25,000 in cash, 100,000 shares of restricted common stock valued at $14,000, and warrants to purchase 200,000 shares of common stock, exercisable over a three-year period at $0.20 per share, valued at $25,000. In addition, the consultant is to receive monthly cash payments of $12,500 over the term of the agreement. The value of the signing bonus, shares of restricted common stock, and warrants, totaling $64,000, was recorded as a prepaid asset on the accompanying consolidated balance sheet and is being amortized through general and administrative expenses over the one-year term of the agreement. For the years ended December 31, 2024 and 2023, the Company recognized $60,000 and $4,000 of expense, respectively, associated with amortization of the prepaid asset with no unamortized balance remaining at December 31, 2024.

On August 15, 2024, the Company entered into a Business Development Agreement with a non-affiliated entity. The term of the agreement is three months, and the consultant has a choice of $12,500 in cash or 25,000 shares of the Company’s restricted common stock as compensation. The consultant elected to receive 25,000 shares of restricted common stock. The $12,500 fee was recorded as a prepaid asset on the consolidated balance sheet and was amortized through general and administrative expenses over the three-month term. All the $12,500 in expense was recognized for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company issued a total of 154,000 shares of common stock in full settlement of vendor payables previously outstanding, totaling $83,000. The Company also issued a total of 46,010 shares of common stock as service fees in conjunction with the Merchant Agreements described in Note 4. The total value of the shares issued equaled $41,015.

Issuance of Common Stock Warrant for Services

During June 2024, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for twelve months, commencing in June 2024. Compensation under the agreement included an upfront payment of $25,000 in cash, and the issuance of 100,000 common stock warrants, exercisable through June 2027, at an exercise price of $0.50 per share. The consultant also receives a monthly fee of $5,000. The fair value of the warrants at issuance was $171,800, which is being amortized, along with the upfront payment, through general and administrative expense, straight-line, over the twelve-month service period. In September 2024, the Company amended the consulting agreement to increase the monthly cash compensation to $10,000 and to issue additional warrants to purchase a total of 150,000 shares of common stock exercisable over a three-year period. The 150,000 warrant shares consist of 100,000 warrant shares exercisable at $0.50 per share and 50,000 warrant shares exercisable at $1.00 per share through September 10, 2027. The new warrants issued in September 2024 have a fair value of $446,200, which was recorded as a prepaid asset and is being amortized through general and administrative expense, straight-line, over the remaining 10 months of the agreement term. Total expense recognized related to the upfront payment and issued warrants was approximately $178,000 and $110,000, respectively, for the year ended December 31, 2024.

Common Stock Issued in Conjunction with Debt Issuance

On December 30, 2022, the Company and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the Investor), entered into a Securities Purchase Agreement (the Walleye SPA) for the Investor to purchase from the Company (i) a senior secured 20% original issue discount (OID) nine-month promissory note in an aggregate gross principal amount of $1,437,500, less the 20% OID of $287,500, for a net subscription amount of $1,150,000 (the Investor Note), and (ii) a five year warrant to purchase 174,242 shares of the Company’s common stock at an exercise price of $6.60 per share, exercisable commencing July 1, 2023 and expiring December 30, 2027 (the Investor Warrant). Proceeds from the Agreement were received by the Company in January 2023.

In conjunction with the Walleye SPA, the Company issued 34,849 shares of common stock, or approximately 5.3% of the Company’s outstanding shares at that time, to the Investor as an incentive on the transaction (Incentive Shares). Excluding the above-mentioned Investor Warrant, the shares of Common Stock exercisable pursuant to such Investor Warrant are not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. Total issuance fees of $138,500 associated with the closing of the Walleye SPA were paid by the Company to Spartan Capital Securities LLC and the Investor’s counsel, resulting in net proceeds of $1,011,500. Approximately $163,000 of the loan proceeds were utilized to repay the outstanding principal and accrued interest under an SBA loan.

The Investor Note will only become convertible into common stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. This Investor Note matured and was payable on or before September 30, 2023, and it provided that the Investor may demand prepayment after March 31, 2023, and before the maturity date, provided that the purchasers of securities in a future public offering by the Company, as defined in the Walleye SPA, who hold the purchased Company securities at the time the prepayment demand, unanimously consent to the prepayment. The Company granted a security interest in all of its assets to the Investor as collateral for its obligations under the Investor Note pursuant to a Security Agreement. In addition, the Company’s subsidiaries guaranteed the obligations of the Company under the Investor Note pursuant to a Subsidiary Guarantee and granted a first lien security interest in all their assets to the Investor as additional collateral pursuant to the Security Agreement. All securities sold in the above-described transaction contain certain piggy-back registration rights after the completion of our February 2023 Offering (see below). During the third quarter of 2023, the secured debt was paid in full through the proceeds of the Company’s June 2023 Offering.

The aforementioned Investor Warrant was deemed to be an equity-classified derivative instrument with a fair value of $1,526,363 at the date of closing on the Agreement, incorporating the use of the Black-Scholes valuation model, and the Incentive Shares were deemed to have a fair value of $318,863 based on the closing market price of the Company’s common stock on the day preceding the closing of the Walleye SPA. Per accounting guidance under ASC 815, the Company recorded the fair values of the Investor Warrant and Incentive Shares based on the relative fair value allocation method, which allocates fair values as a percentage of total fair value of the debt, Investor Warrant, and Incentive Shares, in proportion to the net proceeds received under the Investor Note of $1,150,000. As a result of applying the relative fair value allocation method, the Investor Warrant was assigned a relative fair value of $586,040 and the Incentive Shares were assigned a relative fair value of $122,426, at the date of closing on the Walleye SPA. Amortization associated with the total debt discounts is being recognized using the effective interest method over the term of the Investor Note, which matured on September 30, 2023. For the year ended December 31, 2023, $377,149 in amortization on the debt discounts was recognized as interest expense on the accompanying consolidated statement of operations, and the remaining unamortized debt discounts of $396,322 were written off as loss on debt extinguishment upon full settlement of the Investor Note in conjunction with proceeds received from the June 2023 Offering.

February 2023 Offering

On February 13, 2023, the Company entered into an underwriting agreement (the Underwriting Agreement) with Spartan Capital Securities LLC (the Underwriter) relating to a public offering of 251,842 shares of common stock and pre-funded warrants to purchase 285,792 shares of common stock (the Shares), for net proceeds of $3,207,500 (the February 2023 Offering). In conjunction with the February 2023 Offering, which closed on February 16, 2023, the investors also received other Warrants to purchase 806,452 shares of common stock (Series 2023 Warrants) on a cash basis or up to 403,226 shares on a cashless basis. The offered Shares were priced at $6.975 per combination of one share of common stock or one pre-funded warrant, accompanied by one Series 2023 Warrant.

Each pre-funded warrant is exercisable at any time, until fully exercised, to purchase one share of common stock at an exercise price of $0.0015 per share. Each Series 2023 Warrant is exercisable for five years to purchase 0.1 share of common stock at a cash exercise price of $6.975 per warrant share. The Series 2023 Warrants contain an alternative cashless exercise provision permitting the holder to acquire 0.05 share of common stock for every 0.1 warrant share any time after the earlier of (i) 30 days following the initial exercise date of February 14, 2023, and (ii) the date on which the aggregate trading volume of the Company’s common stock, beginning on the initial exercise date of the Series 2023 Warrants, exceeds 2,419,355 shares. Additionally, the exercise price of both the pre-funded warrants and the Series 2023 Warrants are subject to customary adjustments for stock splits, stock dividends, reclassifications and the like.

Pursuant to the terms of the Underwriter agreement, and as partial consideration to the Underwriter, the Company issued a warrant for the purchase of 26,882 shares of common stock, exercisable from February 14, 2023, through February 14, 2028, at an initial exercise price of $7.6725 per share. This warrant was cancelled by the underwriter on or about June 30, 2023, in connection with the completion of the June 2023 Offering described below. The Company also granted the Underwriter a 45-day option to purchase up to an additional 80,645 shares and/or pre-funded warrants in lieu of shares and accompanying Series 2023 Warrants to purchase 120,968 shares at the public offering price less the underwriting discounts and commissions, to cover over-allotments, if any. No additional shares or pre-funded warrants were purchased by the Underwriter. The Company paid a cash fee to the Underwriter equal to 8% of the gross proceeds raised in February 2023 Offering, plus a reimbursement of Underwriter fees totaling $242,500.

Between the closing of February 2023 Offering and June 30, 2023, investors holding pre-funded warrants converted all their pre-funded warrants into 285,792 shares of common stock and elected the alternative cashless exercise provision for the Series 2023 Warrants, resulting in the issuance of 403,226 shares of common stock. As of June 30, 2023, all the aforementioned pre-funded warrants and 2023 Warrants were exercised.

June 2023 Offering

On June 30, 2023, Mobiquity Technologies, Inc. closed on a public offering selling an aggregate of 375,000 shares of common stock (and 1,625,000 common stock equivalents in the form of pre-funded warrants to purchase 1,625,000 common shares) to investors pursuant to Securities Purchase Agreements at a public offering price of $1.50 per share (or $1.4985 per pre-funded warrant) (the June 2023 Offering), for total gross proceeds of $3,000,000. Placement agent fees and other offering costs totaled $472,001 and were recorded net of gross proceeds in the Company’s consolidated statement of stockholders’ equity during the quarter ended June 30, 2023. Each pre-funded warrant is exercisable at any time to purchase one share of common stock at an exercise price of $0.0015 per share. Additionally, the exercise price of pre-funded warrants is subject to customary adjustments for stock splits, stock dividends, reclassifications and the like. Spartan Capital Securities, LLC acted as the Company’s exclusive placement agent of the June 2023 Offering pursuant to a Placement Agent Agreement. The net proceeds to the Company from the sale of the shares and pre-funded warrants, after deducting the Placement Agent commissions and offering expenses payable by the Company, was approximately $2,528,000. The Company used $1,437,500 of the proceeds received from the June 2023 Offering to fully satisfy its Senior Secured 20% OID Promissory Note to Walleye Opportunities Master Fund Ltd. See Note 4. In July 2023, the Company also issued 478,334 shares of common stock upon exercise of 478,334 pre-funded warrants, increasing the number of outstanding common shares to 2,588,333.

Other 2023 Stock Transactions

In April 2023, the Board of Directors or the Compensation Committee of the Company’s Board of Directors approved the following transactions:

Share prices used in the above transaction were based on the market price of the Company’s common stock on the consummation dates of the transactions.

Salkind October 2023 Loan Conversion and Series G Preferred Stock Issuance

Effective November 7, 2023, Mr. Gene Salkind and parties associated with him (the Series G Preferred Shareholders), invested $1,503,495 into the Company’s newly created Series G Preferred Stock, formalized through three Subscription Agreements for the sale of a combined 300,789 shares of Series G Preferred Stock for total cash proceeds of $1,200,000, plus the conversion of $300,000 in principal and $3,495 in accrued interest from the Salkind October 2023 Loan (see Note 4). Each share of the Series G Preferred Stock is convertible by the Series G Preferred Shareholders at any time after issuance into ten (10) shares of the Company’s Common Stock, or $0.50 per Common Share (Series G Conversion Ratio). The Series G Preferred Stock will automatically convert at the same Series G Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $5.00 per share for ten (10) consecutive trading days. The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported herein. Exemption from registration is claimed under section 4(2) of the Securities Act of 1933, as amended.

Series H Preferred Stock Issuances

On December 18, 2023, the Series G Preferred Shareholders agreed to exchange all 300,789 of the Series G Preferred Stock into 751,730 shares of the Company’s newly created Series H Preferred Stock. Also, our legal counsel agreed to exchange $33,000 of monies owed to the law firm for 16,500 shares of Series H Preferred Stock. Each share of the Series H Preferred Stock is convertible at any time after issuance into ten (10) shares of the Company’s Common Stock, or $0.20 per Common Share (Series H Conversion Ratio). The Series H Preferred Stock will automatically convert at the same Series H Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $2.00 per share for ten (10) consecutive trading days or on December 31, 2026, whichever is earlier. The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported herein. Exemption from registration is claimed under section 3(a)(9) of the Securities Act of 1933, as amended. During the ~~quarter~~year ended ~~September~~December 3031, 2024, all outstanding shares of Series H Preferred Stock were converted ~~into~~ into shares of the Company’s common stock, as discussed above.

Issuance of Common Stock ~~for~~Shares ~~Settlement~~and ofWarrants ~~Liabilities~~for Services

InDuring ~~January~~the ~~2024~~years ended December 31, 2025 and 2024, the Company ~~issued~~entered ~~100,000~~into ~~shares of~~several ~~its~~consulting ~~common~~agreements ~~stock~~with atunrelated aentities ~~per~~for ~~share~~business ~~price~~development ofand ~~$0.53~~general inbusiness ~~full~~consulting services ~~settlement~~(Consulting ofAgreements). ~~vendor~~The ~~liabilities~~terms ~~outstanding~~of atthe anagreements ~~amount~~ranged ~~equal~~from three to ~~$53,000~~twelve months. In ~~March~~Compensation ~~2024,~~under the ~~Company~~Consulting ~~issued~~Agreements consisted ~~18,000~~of ~~shares~~cash ofpayments ~~its~~as well as common stock inshares ~~settlement~~and ofwarrant ~~outstanding~~issuances. ~~vendor~~Any ~~liabilities~~cash atpaid anin ~~amount~~advance, ~~equal to~~along ~~$12,000~~with ~~stock~~the atfair ~~per~~value ~~share~~of any ~~prices~~common ~~ranging~~stock ~~from~~shares ~~$0.50~~and towarrants ~~$1.00.~~issued, Inis ~~the~~recorded ~~third~~as ~~quarter~~a ofprepaid ~~2024,~~asset ~~corporate~~and ~~counsel~~amortized ~~converted~~through ~~$18,000~~professional ~~of accrued~~fees ~~liabilities~~expense ~~into~~(for ~~common~~cash compensation) or stock-based atcompensation aexpense ~~conversion~~(for ~~price~~stock-based ofinstruments $0issued).~~50 per share.~~

During 2025 and 2024, common stock shares issued under the Consulting Agreements totaled 480,000 and 25,000, respectively, and warrant shares issued totaled 130,000 and 350,000 for 2025 and 2024, respectively. The fair value of the common shares issued totaled approximately $1,219,000 and $12,000, and the fair value of the warrants issued totaled approximately $191,000 and $1,002,000 for the years ended December 31, 2025 and 2024, respectively. The fair value of the common stock issued was based on the per share market price of the Company’s stock at the date of each respective agreement and ranged from $1.53 to $2.74. The fair value of the warrants was determined based on the Black-Scholes model. The exercise prices of the warrants ranged from $0.50 to $1.00 per share and are exercisable over a period ranging from three to five years. Stock-based compensation expense recognized under these Consulting Agreements for the years ended December 31, 2025 and 2024 was approximately $1,213,000 and $12,000, respectively. Unamortized compensation was approximately $197,000 at December 31, 2025, and is expected to be recognized in full during 2026. During the year ended December 31, 2025, the 100,000 warrant shares issued under the Consulting Agreements on December 5, 2024 were exercised on a cashless basis resulting in the issuance of 87,277 common shares, as discussed in Note 7. A total of 380,000 warrant shares related to the Consulting Agreements remain outstanding at December 31, 2025.

F-25

During the year ended December 31, 2024, the Company issued a total of 46,010 shares of common stock as service fees in conjunction with the Merchant Agreements described in Note 4. The total value of the shares issued equaled approximately $41,000.

Issuance of Common Stock in Conjunction with Debt Issuances and Conversions

On December 30, 2024, a total of $250,000 in debt principal and $11,500 in OID under the 2024 Salkind Loans was converted into a total of 523,000 shares of common stock, in full settlement of obligations outstanding under the 2024 Salkind Loans. See Note 4 for further discussion of debt issued and conversion of debt.

On December 30, 2024, outstanding principal totaling $57,000 and OID totaling $20,000 under the Attorney Loans were converted into 154,000 shares of the Company’s common stock at a rate of $0.50 per share. In addition, outstanding principal totaling $60,000 and OID totaling $12,000 under the Attorney Loans were converted into a total of 72,000 shares of common stock at a rate of $1.00 per share. See Note 4 for further discussion of debt issued and conversion of debt.

Issuance of Common Stock for Cash

F-26

It is possible that we may not have access to the full amount available to us under the Strata. We have also indemnified ClearThink pursuant to the Strata.

On June 30, 2025, the Company and ClearThink entered into a Securities Purchase Agreement (the SPA) under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance of 125,000 shares of common stock and net proceeds of $117,500, inclusive of a $7,500 broker fee. In conjunction with the SPA, and upon the second closing in July 2025, the Company also issued warrants for the issuance of a total of 13,638 shares of the Company’s common stock to the placement agent, with a total fair value of $19,938. The warrants have a 5-year term and are exercisable at $1.10 per share.

Issuance of Common Stock for Warrant Exercise

In fiscal 2025, the Company issued a total of 276,941 shares of its common stock upon the cashless exercise of 300,000 warrants, as discussed above.

Issuance of Common Stock in Exchange for Equity Investment

In February 2025, the Company expanded its strategic alliance with Context Networks, Inc. (Context), a private company that provides a programmatic advertising platform leveraging private blockchain technology for the gaming industry. In connection with this expansion, the Company issued 127,230 shares of its restricted common stock in exchange for 274,725 shares of Context’s restricted common stock. The transaction was valued based on the Company’s closing market price of $3.93 per share on the effective date of the exchange. As a result of this transaction, each party holds a minority ownership interest in the other.

Treasury Stock

In the year ended December 31, 2024, the Company repurchased 17 shares of common stock for ~~an insignificant amount~~$6, recorded as treasury stock. There were no repurchases of the Company’s common stock for the year ended December 31, ~~2023~~2025.

NOTE 7 – STOCK OPTION PLANS AND WARRANTS

~~During~~The ~~Fiscal 2005, the~~ Company ~~established,~~maintains ~~and the~~multiple ~~stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 334 non-statutory and incentive~~ stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 667 shares. During Fiscal 2009, the Company established a plan of long-~~term stock-~~based compensation ~~incentives for selected Eligible~~ ~~Participants~~plans of(collectively, the ~~Company~~Plans), ~~covering~~including ~~667~~legacy ~~shares.~~plans ~~This~~under ~~plan~~which ~~was~~certain ~~adopted~~awards bymay ~~the~~remain ~~Board of Directors and approved by stockholders in October 2009 (the “2009 Plan”)~~outstanding. InThe ~~September 2013, the~~ Company’s ~~stockholders approved an increase in the number of shares covered~~primary byplan ~~the~~is ~~2009 Plan to 1,667 shares. In~~ the ~~first~~2023 ~~quarter of 2016, the Board approved, and stockholders ratified a 2016~~ Employee Benefit and Consulting Services Compensation Plan ~~covering 1,667 shares~~ (the ~~“2016~~2023 Plan”), ~~and approved moving all options~~ which ~~exceeded the~~was ~~2009~~approved ~~Plan~~by ~~limits to~~ the ~~2016 Plan. In December 2018, the~~ Board of Directors ~~adopted and in February 2019 the stockholders ratified~~ ~~the~~on ~~2018~~December ~~Employee Benefit and Consulting Services Compensation Plan covering 5~~19,~~000~~ ~~shares (the “2018 Plan”)~~2023. ~~On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 10,000 shares.~~ The ~~2019~~2023 Plan ~~required~~ ~~stockholder~~is ~~approval~~substantially bysimilar ~~April 2, 2020,~~ to beprior ~~able~~plans tobut ~~grant~~provides ~~incentive~~for ~~stock~~a ~~options~~larger ~~under the 2019 Plan. On October 13, 2021,~~share ~~the~~reserve ~~Board~~and ~~approved~~continued ~~the~~flexibility ~~“2021~~in ~~Plan”~~granting ~~identical~~equity-based ~~to the 2018 Plan, except that the 2021 Plan covers 73,334 shares~~awards. The ~~2021~~2023 Plan ~~required~~ ~~stockholder~~was ~~approval~~amended byin October ~~13,~~2024 ~~2022,~~and toDecember be2025 ~~able~~ to ~~grant incentive stock options under the 2021 Plan. On April 17, 2023,~~increase the ~~Board~~number ~~approved a 2023 Equity Participation Plan similar to the Plans described herein, except that this Plan also provides for the grant~~ of ~~Restricted Unit Awards (the “2023 EP Plan”). Under the 2023 EP Plan, which was approved by stockholders on May 15, 2023, a maximum of 166,667~~ shares ~~may~~available befor ~~granted.~~issuance ~~On December 19, 2023, the Board approved the 2023 Employee Benefit and Consulting Compensation Plan (the “2023 Plan”) identical~~ to ~~the 2018 Plan~~6, ~~except that the 2023 Plan covers 4,~~000,000 shares ~~(as amended in October 2024)~~. ~~The 2005 Plan, 2009 Plan, 2016 Plan, 2018 Plan, 2019 Plan, 2021 Plan, the 2023 EP Plan, and 2023 Plan are collectively referred to as the “Plans.”~~

In ~~April 2023~~addition, ~~Dean~~the ~~Julia~~Company ~~was~~adopted ~~granted~~the ~~833~~2023 ~~options~~Equity ~~from~~Participation Plan (the ~~Company’s~~2023 ~~2021~~EP Plan), ~~with~~which ~~immediate~~was ~~vesting~~approved by the Board of Directors on April 17, at2023 anand ~~exercise~~by ~~price~~stockholders ofon $3May 15, 2023.30 The 2023 EP Plan authorizes the issuance of up to 166,667 shares and ~~expiration~~allows for the grant of ~~April~~restricted ~~2032~~unit awards.

63F-27

InOn ~~March~~October ~~and~~8, ~~April 2023~~2024, ~~Nate~~the ~~Knight~~Board ~~and~~approved ~~Byron~~an increase ~~Booker~~in ~~were~~the ~~each~~number ~~granted~~of ~~1,667~~shares ~~options~~available ~~from~~under the ~~Company’s~~2023 ~~2021~~ Plan from 2,000,000 to 4,000,000 shares and granted 1,725,000 non-statutory stock options with ~~immediate~~a ~~vesting~~five-year term, immediately exercisable, at an exercise price of $32.~~30,~~45 ~~and~~per ~~expiration of~~share ~~March~~to ~~2028~~certain ~~and~~officers, ~~April~~directors, ~~2028~~employees, ~~respectively~~and consultants.

On December 1931, ~~2023~~2025, the ~~board~~Board approved, a further increase in the number of shares available under the 2023 Plan, ~~granting~~from ~~five-year~~4,000,000 ~~Non-Statutory~~to ~~Stock~~6,000,000 ~~Options~~shares toand ~~purchase~~granted 1,~~800~~500,000 ~~shares~~non-statutory stock ofoptions ~~common~~with ~~stock~~a five-year term, immediately exercisable, at an exercise price of $01.2010 per share to ~~various~~certain officers, directors, employees, and consultants. ~~Exemption~~The ~~from~~options ~~registration~~had isa ~~claimed under~~total ~~section~~fair ~~4(2)~~value of ~~the~~$1,917,000, ~~Securities~~which ~~Act~~was ofrecognized ~~1933,~~ as ~~amended~~stock-based compensation for the year ended December 31, 2025.

OnAll ~~October~~stock 8,options ~~2024,~~under the ~~Board~~Plans ofare ~~Directors of~~granted ~~the~~at ~~Company~~or ~~approved~~above the ~~increase~~fair inmarket ~~the~~value ~~number~~ of ~~shares~~the ~~available~~common ~~under~~stock at the ~~2023~~grant date. Employee ~~Benefit~~ and ~~Consulting~~non-employee ~~Services~~stock ~~Compensation~~options vest over varying periods ~~Plan~~and generally expire either 5 or 10 years from ~~2,000,000~~the ~~shares~~grant todate. ~~4,000,000~~The ~~shares~~fair ~~and~~value ~~granted~~of aoptions ~~total~~at the date of ~~1,725,000~~grant ~~non~~was estimated using the Black-~~statutory~~Scholes ~~stock~~option ~~options~~pricing ~~with~~model. aFor ~~5-year~~option ~~term~~grants, ~~immediately exercisable~~the Company will take into consideration payments subject to the ~~several~~provisions of ~~officers,~~ASC ~~directors,~~718 ~~employees~~Stock ~~and~~Compensation. ~~consultants~~The atweighted anaverage ~~exercise~~assumptions ~~price~~made in calculating the fair values of ~~$2.45~~options ~~per~~granted ~~share.~~during fiscal 2025 and 2024 are as follows:

All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 Stock Compensation. The weighted average assumptions made in calculating the fair values of options granted during fiscal 2024 and 2023 are as follows:

Schedule of assumptions used
	Year Ended December 31
	2025	2024
Expected volatility	185%	200% - 205%
Expected dividend yield	–	–
Risk-free interest rate	3.73%	3.86% - 4.33%
Expected term (in years)	5.00	5.00 – 7.50

Schedule of assumptions used
	Year Ended December 31
	2024	2023
Expected volatility	200% - 205%	165% - 229%
Expected dividend yield	–	–
Risk-free interest rate	3.86% - 4.33%	3.43% - 4.15%
Expected term (in years)	5.00 -7.50	5.00 - 10.00

A summary of stock option activity under the 2023 Plan is as follows:

Schedule of options outstanding
Schedule of option activity
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2023		78,226		$	243.30		7.44	$	–
Outstanding, January 1, 2024		1,876,275		$	9.11		5.05	$	252,000
Granted		1,804,167		$	0.21		4.97	$	–
Cancelled & expired		(6,118	)	$	–		–	$	–
Outstanding, December 31, 2023		1,876,275		$	9.11		5.05	$	252,000
Granted		1,725,833		$	2.45		4.77	$	–
Cancelled & expired		(56,~~344~~343	)	$	–		–	$	–
Outstanding, December 31, 2024		3,545,~~764~~765		$	4.97		4.41	$	7,171,982
Options exercisable, December 31, 2024		3,545,764		$	4.97		4.41	$	7,171,982
Granted		1,500,000		$	1.10		5.00	$	345,000
Cancelled & expired		(1,765	)	$	–		–	$	–
Outstanding, December 31, 2025		5,044,000		$	3.61		3.88	$	2,323,191
Options exercisable, December 31, 2025		5,044,000		$	3.61		3.88	$	2,323,191

The ~~per share~~ weighted-average grant-date fair ~~value~~ values of stock options granted during ~~fiscal~~the ~~2024~~years ended December 31, ~~was~~2025 and 2024 were $1.10 and $2.45, respectively.

The aggregate intrinsic value of options outstanding and options exercisable on December 31, 2025 and 2024, is calculated as the difference between the exercise price of the underlying options ~~and~~ and the market price of the Company’s common stock ~~for~~closing ~~the~~price ~~shares~~of ~~that~~$1.32 ~~had~~and ~~exercise prices lower than the~~ $3.38 ~~closing price of the Company’s common stock~~ on December 31, ~~2024.~~2025 ~~Stock-based compensation expense related to stock options was $4,093,346~~ and ~~$306,929 for the fiscal years ended December 31,~~ 2024, ~~and 2023,~~ respectively~~, and is included in general and administrative expenses on the accompanying consolidated statements of operations~~.

AsStock-based ofcompensation ~~December~~expense ~~31,~~related ~~2024~~to stock options was approximately $1,917,000 ~~the~~and ~~unamortized~~$4,093,000 ~~compensation cost~~for ~~related~~the toyears ~~unvested~~ended ~~stock~~December ~~option~~31, ~~awards~~2025, isand $02024, ~~with~~respectively, noand ~~expected~~is ~~costs~~included toin general beand ~~recognized~~administrative ~~during~~expenses ~~fiscal~~on ~~2025~~the ~~and~~accompanying ~~2026,~~consolidated ~~respectively~~statements of operations.

64As of December 31, 2025 and 2024, the unamortized compensation cost related to unvested stock option awards is $0 and $230, respectively.

F-28

Warrants

During the fiscal year ended December 31, 2023, the Company issued a total of 2,849,551 common stock warrants. Total warrant shares issued included 174,242 shares issued in July 2023 in connection with the 20% OID Promissory note (see Note 4) which are exercisable commencing July 1, 2023, through December 30, 2027. In February 2023, 850,308 warrant shares were issued in connection with the February 2023 Public Offering, including 285,792 of pre-funded warrants (see Note 6) with a five-year contractual term, expiring February 14, 2028. On June 30, 2023, an additional 1,625,000 pre-funded warrants were issued with a five-year term in connection with the June 2023 Public Offering. During July 2023, 478,333 pre-funded warrants issued under the June 2023 Public Offering were exercised. In December 2023, the Company entered a one-year consulting contract with an unrelated party. In accordance with the said contract, the consultant received warrants to purchase 200,000 shares of common stock, exercisable over a three-year period at $0.20 per share.

On June 3, 2024, the Company entered into a one-year consulting agreement with a non-affiliated entity. The agreement provides for cash compensation of $85,000 (inclusive of a $25,000 signing bonus) to the consultant plus warrants to purchase 100,000 common shares at an exercise price of $0.50 per share through June 30, 2027. In September of 2024 the consultant received an additional 100,000 warrants exercisable at $0.50 and 50,000 warrants exercisable at $1.00 per share. Warrants contain the same terms as exist in the warrants issued in June of 2024. See Note 6 for further discussion.

On December 5, 2024, the Company issued 100,000 common stock warrants as compensation under a consulting services agreement. The warrants are exercisable at ~~an exercise price of~~ $4.00 per share through December 5, 2027. The per share fair value of the warrants at grant date was $3.84.

During July 2025, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The ~~weighted~~term ~~average~~of ~~assumptions~~the ~~made~~agreement inis ~~calculating~~for three months, commencing in July 2025 (extendable for an additional two quarters with the ~~fair~~continuing ~~value~~payment of ~~warrants~~$10,000 per month). ~~granted~~Compensation ~~during~~under the ~~years~~agreement ~~ending~~included ~~December~~an 31upfront payment of $25,000 in cash, ~~2024~~$10,000 per month and ~~2023~~the issuance of 40,000 shares of ~~are~~restricted ascommon ~~follows:~~stock and common stock warrants to purchase 50,000 shares, exercisable at $1.00 per share through July 2028.

Schedule of warrant assumptions
	Year Ended December 31,
	2024	2023
Expected volatility	216% - 220%	277%
Expected dividend yield	–	–
Risk-free interest rate	3.42% - 4.54%	4.71%
Expected term (in years)	2.75 – 3.00	1.50

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2023		312,253		$	195.15		4.73	$	–
Granted		2,849,551		$	3.36		4.25	$	–
Exercised*		(2,448,427	)	$	3.36		–	$	–
Cancelled & expired		(60,019	)	$	–		–	$	–
Outstanding, December 31, 2023		653,358		$	58.54		4.20	$	–
Granted		350,000		$	1.07		3.37	$	–
Exercised		–
Expired		–
Outstanding, December 31, 2024		1,003,358		$	38.67		2.90	$	930,500
Warrants exercisable, December 31, 2024		1,003,358		$	38.67		2.90	$	930,500

On December 1, 2025, the Company entered into a six-month consultant agreement for general business consulting services. Compensation under the agreement is $10,000 per month and the issuance of 40,000 shares of restricted common stock and 80,000 five-year stock warrants exercisable at $1.00.

*The ~~Includes~~weighted ~~285,792~~average ofassumptions ~~pre-funded~~made ~~warrants with a purchase price of $6.98 per share, paid upon grant of warrants~~ in ~~February~~calculating the ~~2023~~fair ~~and~~value ~~478,333~~ of ~~pre-funded~~ warrants ~~with~~granted aduring ~~purchase~~the ~~price~~years ofending ~~$1.50~~December ~~per~~31, ~~share~~2025, ~~paid~~and ~~upon grant of warrant in June 2023. Also includes warrants exercised under a cashless exercise provision resulting in the issuance of 537~~2024,~~634~~ ~~common~~are ~~shares.~~as follows:

Schedule of warrant assumptions
	Year Ended December 31,
	2025	2024
Expected volatility	185% - 215%	216% - 220%
Expected dividend yield	–	–
Risk-free interest rate	3.67% - 3.96%	3.42% - 4.54%
Expected term (in years)	3.00 – 5.00	2.75 – 3.00

NOTE 8 – EARNINGS (LOSS) PER SHARE

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2024		653,358		$	58.54		4.20	$	–
Granted		350,000		$	1.07		3.37	$	–
Outstanding, December 31, 2024		1,003,358		$	38.67		2.90	$	930,500

Granted		143,638		$	1.01		4.04	$	44,600
Exercised		(300,000	)
Expired		(328	)
Outstanding, December 31, 2025		846,668		$	45.61		2.52	$	142,600
Warrants exercisable, December 31, 2025		846,668		$	45.61		2.52	$	142,600

F-29

NOTE 8 – LOSS PER SHARE

Pursuant to ASC 260, Earnings Per Share, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of December 31, ~~2024,~~2025 and ~~2023~~2024 are as follows:

Schedule of anti dilutive securities
	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Stock options		35,~~545~~044,~~764~~000		13,~~876~~545,~~275~~764
Warrants		1846,~~003,358~~668		~~653~~1,003,358
Series AAA preferred stock		314,124		209,525
Convertible debt		1,691,713		–
Series H preferred stock		–		7,684,730
Series AAA preferred stock		314,124		314,124
Total common stock equivalents		4,863,246		10,423,888
Series E preferred stock		10,281		10,281
Total common stock equivalents		7,906,786		4,873,527

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into ~~six years ago~~ in April 2017 which terminated Mr. Trepeta’ s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’ s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 ~~Million~~million in damages. Based on the Company’s initial internal review of the situation, the Company ~~believes~~believed that the claims lack merit and ~~it intends to~~ vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. ~~Due~~In toSeptember ~~uncertainties inherent~~of ~~in litigation~~2025, the Company ~~cannot~~was ~~predict~~notified ~~the~~that Mr. ~~outcome~~Trepeta’s ofappeal ~~this~~was ~~matter~~denied, atand ~~this~~the ~~time~~court has dismissed the case.

~~Segment~~NOTE ~~Reporting~~10 – SEGMENT REPORTING

The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Company’s technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Company’s CEO, Dean Julia, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in the customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner.

66F-30

The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

Schedule of segment financial information
	2024			2023
	2025			2024
Revenues	$	2112,~~085,471~~316		$	~~860~~2,~~090~~085,471
Less: cost of revenues		188,~~123,849~~305			~~480~~1,~~160~~123,849
Gross profit		~~961~~24,~~622~~011			~~379~~961,~~930~~622
Less: other expenses
Stock-based compensation		4,093,346			309,929
Professional fees		3,609,443			1,468,875
Professional fees		1,468,875			1,780,301
Salaries and payroll taxes		2,018,689			1,476,978
Salaries		1,404,732			1,383,544
Stock-based compensation		1,917,230			4,093,346
Technology		1,058,734			740,873
Interest expense		898,305			478,564
Interest expense		478,564			771,899
Amortization and depreciation		722,633			390,932
Amortization		386,231			677,819
Technology		646,885			1,058,734
Other segment items		277,326			807,368
Insurance		377,786			229,663
Insurance		229,663			280,743
Other segment items		163,827			133,957
Commissions		137,570			81,480
Bad debt		43,097			78,545
Licenses and permits		104,087			264,132
Other (income) expense		39,081			(12,123	)
Segment net loss and consolidated net loss before income taxes	$	(8,677,506	)	$	(6,715,158	)
Licenses and permits		21,324			104,087
Commissions		–			137,570
Segment net loss and consolidated net loss before income taxes	$	(10,434,289	)	$	(8,677,506	)

NOTE 1011 – SUBSEQUENT EVENTS

~~Issuance~~Debt ~~of Common Stock~~Issuances

~~Between~~On January ~~and March 31~~14, ~~2025~~2026, the Company ~~raised~~issued a convertible promissory note in the principal amount of $~~569~~258,~~500~~750, atincluding aOriginal ~~purchase~~Issue ~~price~~Discount (OID) of $133,750 to an unrelated third-party (January 2026 Note).75 ~~per~~The ~~share~~January ~~through~~2026 Note also includes a one-time interest charge on the ~~issuance~~Principal Amount of ~~432~~$25,~~571~~875 ofbased ~~its~~on ~~common~~a ~~stock,~~rate ~~including~~of 10% ~~107~~per annum,~~143~~ ~~common~~due ~~shares~~at asthe ~~commitment~~Issue ~~shares~~Date. toPrincipal ~~raise~~and ~~$250,000~~OID ofon ~~said~~the ~~funding.~~January ~~The~~2026 ~~Company~~Note ~~also~~is ~~issued~~payable ~~276,941~~in ~~common~~cash ~~shares~~in ~~upon~~various ~~the~~monthly ~~cashless~~amounts commencing ~~exercise~~in ofJuly ~~warrants~~2026 tountil ~~purchase~~maturity ~~300,000~~date ~~common~~in ~~shares~~January 2027. The Company ~~also~~paid ~~issued~~approximately 1$19,~~498~~000 ~~shares~~ in ~~connection~~issuance ~~with~~costs, ~~Merchant~~recorded ~~Agreement~~as ~~described~~debt discount ~~below,~~along ~~and~~with ~~17,143~~the OID. Solely at the option of ~~shares~~the ~~issued~~Holder, atand acommencing ~~per~~on ~~share~~the ~~price~~earlier of ~~$1.75~~(i) inthe ~~full~~date ~~settlement~~that ofan ~~$24,000~~Event of ~~outstanding~~Default ~~vendor~~occurs or ~~payables~~(ii) ~~plus~~the $6date the Company fails to pay amounts payable under the repayment terms of the January 2026 Note,~~000 in~~ ~~original~~all ~~issue~~amounts ~~discount.~~outstanding are ~~Exemption~~convertible ~~from~~into ~~registration~~shares isof ~~claimed~~the ~~under~~Company’s ~~Section~~common ~~4(2).~~stock, ~~Section~~at 3(a~~)(9)~~ ~~and~~conversion ~~Rule~~price ~~506~~equal to 65% of the ~~Securities Act~~lowest trading price of ~~1933,~~the Company’s ascommon ~~amended.~~stock Noduring ~~commissions~~the ~~were~~ten ~~paid~~trading ~~with~~days ~~respect~~prior to the ~~aforementioned~~conversion ~~securities transactions~~date.

~~Consulting~~On ~~Services~~January 28, 2026, the Company entered into an agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with a financial institution in exchange for $270,000 in funding. Approximately $167,000 of the funding was used to payoff principal and interest owed under the August 2025 Merchant Agreement discussed in Note 4. The new funding is to be repaid through daily payments representing 8% of future customer payments on receivables until a total of approximately $367,000 is paid resulting in the recording of approximately $97,000 in original issue discount. In connection with the funding, and as additional consideration, the Company issued shares of its common stock to the financial institution in an amount equal to 5% of the new principal.

In January 2025, the Company entered into a Consulting Services Agreement with an unrelated party for certain business development consulting services for a period of one year. The consultant is to receive compensation over the term of the agreement, which includes a monthly cash fee of $12,500, and certain expense reimbursements. In addition, the Company issued 400,000 shares of its restricted common stock at the effective date of the agreement as a signing bonus.F-31

67During the first quarter of 2026, the Company entered into a Subscription Agreement and Convertible Promissory Note for $30,000 in principal. The unsecured loan was issued with 10,000 shares of restricted common stock as original issue discount, fair valued at a total of approximately $9,500. Principal on the Convertible Promissory Note is automatically convertible at a conversion price of $1.00 per common share on the maturity date in September 2026.

~~Merchant~~On ~~Agreement~~March 9, 2026, the Company issued a convertible promissory note in the principal amount of $115,000, including Original Issue Discount (OID) of $15,000 to an unrelated third-party (March 2026 Note). The March 2026 Note also includes a one-time interest charge on the Principal Amount of $11,500 based on a rate of 10% per annum, due at the Issue Date. Principal and OID on the March 2026 Note is payable in cash on the Maturity Date of March 9, 2027. The Company paid $11,000 in issuance costs, recorded as debt discount along with the OID. Solely at the option of the Holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) six months from Issue Date, all amounts outstanding are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date.

OnIn ~~February 28, 2025,~~ the ~~Company~~first ~~entered~~quarter ~~into an agreement for the purchase and sale~~ of ~~future~~2026, ~~receivables~~Gene ~~(2025~~Salkind ~~Merchant Agreement) with a financial institution for the sale of future~~loaned ~~receivables in exchange for $260,000 funding (~~the ~~2025~~Company ~~Purchase~~an ~~Price),~~aggregate of ~~which approximately~~ $~~101~~75,000 ~~represented~~in cash ~~proceeds~~, ~~and the~~which ~~balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The Purchase Price~~ is todue beand ~~repaid~~payable ~~through~~on ~~daily~~April ~~payments representing 12% of future customer payments received until a total of approximately $354~~30,~~000~~ ~~is paid~~2026. InPayment ~~connection with the December 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,498 shares~~ of ~~its common stock to the financial institution in~~ an ~~amount~~additional ~~equal to 5% of the new principal Advance Amount, or approximately~~ $525,000, ~~which was recorded as debt discount. The number~~ of ~~shares~~OID ~~issued is equal to 5% of the Advance Amount divided by the average closing~~associated ~~per~~with ~~share price of~~ the ~~Company’s~~transaction ~~common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the 2025 Merchant Agreement funding~~ is ~~expected~~due toJune be30, ~~repaid in full within the next year~~2026.

~~2025~~Equity ~~Promissory Notes~~Issuances

InDuring ~~March~~the ~~2025~~first quarter of 2026, the Company issued a ~~promissory note~~total ~~in the principal amount~~ of ~~$62~~1,~~060~~710,000 ~~with~~shares ~~an Original Issue Discount (OID)~~ of ~~$8,560~~restricted ~~(March~~common ~~2025~~stock ~~Promissory Note). Interest is charged on the principal~~ at ~~10%~~prices ~~upon~~ranging ~~issuance~~from of$0.50 ~~the~~to ~~promissory note, totaling~~ $~~6,206,~~1.03 ~~and~~per isshare ~~payable,~~for ~~along~~total ~~with~~net ~~principal,~~cash ~~in ten individual~~proceeds ~~payments commencing April 15, 2025, through the maturity date~~ of ~~January~~approximately ~~15, 2026, of~~ $61,~~827 each. In addition to the OID~~178, ~~the Company paid $4,303 in issuance costs associated with the March 2025 Promissory Note One~~000. ~~Solely~~Shares ~~upon~~issued anincluded ~~event of default~~685,000 ~~and~~shares at ~~the~~net ~~option~~proceeds of ~~the~~ ~~holder,~~approximately ~~all amounts outstanding under the March 2025 Promissory Note One are convertible into shares of the Company’s common stock~~$543,000 atin aconnection ~~conversion~~with ~~price equal to 65% of~~ the ~~lowest trading price of the Company’s common stock during the ten trading days~~June ~~prior to the conversion date. In the event of default~~30, ~~all outstanding obligations under the March~~ 2025 ~~Promissory~~Strata ~~Note~~discussed ~~One~~in ~~shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Promissory~~ Note ~~One~~6 above.

~~Also~~Consulting in March 2025, the Company issued a convertible promissory note in the principal amount of $103,750 (March 2025 Convertible Promissory Note). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid $7,900 in issuance costs associated with the March 2025 Convertible Promissory Note. Solely at the option of the holder, and from the period 180 days from the date of the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, all outstanding obligations under the March 2025 Convertible Promissory Note shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Convertible Promissory Note. During the 180-day period commencing on the effective date of the promissory note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. A fee of $1,500 will be charged upon each conversion of at least $15,000 of combined principal and interest.Agreement

Effective ~~March~~January 3123, ~~2025~~2026, the Company ~~issued~~entered into a ~~$150,000~~Business ~~convertible promissory~~Development ~~note~~Agreement with a ~~maturity~~third-party ~~date~~consultant, ofwith ~~September~~a ~~30,~~service ~~2025~~term of eleven months. OnCompensation ~~that~~under ~~date~~the agreement represents 150,000 orshares ~~sooner~~of the Company’s common stock at the ~~election~~effective date of the ~~holder,~~agreement. ~~the~~The ~~note~~total ~~will~~value ~~automatically convert~~of ~~into~~the common stock issued atwas aequal ~~conversion~~to ~~price~~$133,500 ofbased on the $10.7589 per share. Inmarket ~~conjunction~~value ~~with~~of the ~~convertible~~common ~~promissory~~stock ~~note,~~at the ~~Company~~effective ~~issued 34,286~~date ~~shares~~of the agreement. The value of ~~restricted~~the common stock asis ~~original~~being ~~issue~~amortized ~~discount~~straight-line to professional fees expense over the eleven month term of the agreement.

68F-32

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of September 30,2023 and quarterly since that date. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective asdue ofto a material weakness identified related to revenue recognition for the year ended December 31, ~~2024,~~2025. ~~due~~The ~~primarily~~error towas discovered by the Company’s auditors and related ~~lack~~to ofonly ~~segregation~~one ofcustomer. ~~duties~~Due into the ~~finance~~insignificant ~~and~~total ~~accounting~~revenue ~~department~~for ~~similar~~the toyear, ~~other~~this ~~companies~~error ~~our~~was ~~size~~considered “material” for internal control assessment purposes although the dollar amount was below $500,000.

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There were changes in the Company’s internal control over financial reporting during the most recently completed fiscal year, which includes the integration of the new staff, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, the management believes that the financial statements included in this Form 10-QK present fairly in all material respects our financial position, results of operations and cash flows for the ~~period~~years presented.

Continuing Internal Controls Remediation Efforts

During fiscal 2022 the Company identified control gaps and deficiencies. The Company continues to mitigate and remediate the gaps, deficiencies, and material weaknesses in its internal controls. The Board of Directors and The Audit Committee, as a priority, initiated these remediation activities to ensure the Company has proper internal controls over financial reporting and corporate governance. The Company has instituted independent monitoring and testing of these aforementioned controls. The implementation of these procedures commenced during fiscal 2023 and the Company has continued to refine and improve such procedures ~~into~~through fiscal 2025 subject to available financing, with mitigation and revision of controls continuing to be an ongoing process. Management has decided to defer the allocation of the additional talent necessary for the full implementation of the planned remediations until fiscal ~~2025~~2026. In 2025, the Company has instituted detective controls as well as independent monitoring and testing of these aforementioned controls, which gives management comfort that reporting represents the financial results of the Company in all material respects.

Item 9B. Other Information.

~~Issuance~~Reference ofis ~~Common~~made to ~~Stock~~Subsequent Events in the Notes to Consolidated Financial Statements for ~~Cash~~a description of transactions which occurred in the first quarter of 2026.

Between January and March 31, 2025, the Company raised $569,500 at a purchase price of $1.75 per share through the issuance of 432,571 of its common stock, including 107,143 common shares as commitment shares to raise $250,000 of said funding. The Company also issued 276,941 common shares upon the cashless exercise of warrants to purchase 300,000 common shares. The Company also issued 1,498 shares in connection with Merchant Agreements, and 17,143 of shares issued at a per share price of $1.75 in full settlement of $24,000 of outstanding vendor payables plus $6,000 in original issue discount. Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.

Consulting Services Agreement

Merchant Agreement

On February 28, 2025, the Company entered into an agreement for the purchase and sale of future receivables (2025 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $260,000 funding (the 2025 Purchase Price), of which approximately $101,000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until a total of approximately $354,000 is paid. In connection with the December 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,498 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or approximately $5,000, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the 2025 Merchant Agreement funding is expected to be repaid in full within the next year.

2025 Promissory Notes

In March 2025, the Company issued a promissory note in the principal amount of $62,060 with an Original Issue Discount (OID) of $8,560 (March 2025 Promissory Note). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the March 2025 Promissory Note One. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the March 2025 Promissory Note One are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, all outstanding obligations under the March 2025 Promissory Note One shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Promissory Note One.

Also in March 2025, the Company issued a convertible promissory note in the principal amount of $103,750 (March 2025 Convertible Promissory Note). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid $7,900 in issuance costs associated with the March 2025 Convertible Promissory Note. Solely at the option of the holder, and from the period 180 days from the date of the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, all outstanding obligations under the March 2025 Convertible Promissory Note shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Convertible Promissory Note. During the 180-day period commencing on the effective date of the promissory note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. A fee of $1,500 will be charged upon each conversion of at least $15,000 of combined principal and interest.

Effective March 31, 2025, the Company issued a $150,000 convertible promissory note with a maturity date of September 30, 2025. On that date, or sooner at the election of the holder, the note will automatically convert into common stock at a conversion price of $1.75 per share. In conjunction with the convertible promissory note, the Company issued 34,286 shares of restricted common stock as original issue discount.

Insider Rule 10b5-1 Trading Arrangements

During the three months ended December 31, ~~2024~~2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

7038

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the name, age, position and tenure of our directors.

Name	Age	Position(s)	Served as a Director Since
Dean L. Julia	5758	Chief Executive Officer, President, Treasurer, Director, Co-Founder	1998
Dr. Gene Salkind, M.D.	7172	Chairman of the Board	2019
Anne S. Provost	6162	Director	2022
Nate Knight	7576	Director	2023
Byron Booker	5253	Director	2023

Directors

Our Board currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

The following biographical descriptions set forth certain information with respect to each director:

Dean L. Julia. Mr. Julia works at Mobiquity Technologies, Inc. where he has served as its Chief Executive Officer since December 2000. Mr. Julia co-founded Mobiquity in 1998. Mr. Julia is responsible for establishing our overall strategy and fostering key relationships with technology partners and developers. Mr. Julia also works at Mobiquity Networks, Inc., Mobiquity’ s wholly owned subsidiary, since its formation in 2011. Mr. Julia is responsible for the integration of the sales and intellectual property departments of Mobiquity. From September 1996 through February 1998, Mr. Julia served as President and Chief Executive Officer of DLJ Consulting, a financial intermediary consultant for public and private companies. Mr. Julia has served on the board since its inception. Mr. Julia is a graduate of Hofstra University with a Bachelor of Business Administration in 1990. Except for Mobiquity Technologies, Inc., Mr. Julia does not hold, and has not previously held, any directorships in any publicly traded reporting companies.

Gene Salkind, M.D. Dr. Salkind has served as a director of Mobiquity since January 2019 and Chairman of our board of directors since October 2019. Dr. Salkind is a prominent practicing neurosurgeon, and he has been a shareholder and has worked as President of Bruno & Salkind M.D. P.C. since 1985. He has also worked at Holy Redeemer Hospital where he is the Chief of Neurosurgery, a position he has held since 2001. Dr. Salkind is board certified in neurological surgery by the American Board of Neurological Surgery. He served as Chief of Neurosurgery of Albert Einstein Medical Center in Philadelphia from 1997 to 2002, and of Jeanes Hospital in Philadelphia from 1990 to 2000. In addition to Dr. Salkind’s medical career, he is a tech-company investor, with experience guiding small and micro-cap companies in their development and growth, including up-listings to national securities exchanges. His experience will help the Company with its business growth and corporate finance strategies. Dr. Salkind is a graduate of Lewis Katz School of Medicine at Temple University with a Doctor of Medicine in 1979. Dr. Salkind is a graduate of the University of Pennsylvania with a B.A. in Biology, cum laude in 1974. From 2021 to present, Dr. Salkind has served as a director at Grove Holdings, Inc., which expects to be a publicly traded company in sixty to ninety days. From 2018 to present, Dr. Salkind has served as a director at CURE Pharmaceutical Holding Corp., a publicly traded company. From 2014 to 2020, Dr. Salkind served as a director at Dermtech Intl., a publicly traded company.

Anne S. Provost is employed full-time with EIZO Rugged Solutions Inc. since November 2023 ~~as their controller~~ and ~~will~~currently ~~become~~holds the ~~CFO~~role inof ~~May~~Chief ~~2024~~Financial Officer. She was previously employed with TNR Technical, Inc. in various capacities from 1996 to 2023. She served as its Chief Financial Officer since 2008 and was Acting President and COO from 2013 to 2015 and from 2022 to 2023. Prior to TNR, she worked as a Business Manager with the Orlando Business Journal. She graduated from the University of Central Florida in 1991 with a BSBA, Accounting. She completed her undergraduate degree while working full-time in the accounting departments of various Orlando law firms. In 2008, she obtained an Executive MBA from the University of Central Florida.

7139

Nate Knight is an accomplished business leader with over 30 years of experience as a public accountant, served as an independent director and Chief Financial Officer of United Heath Products, a publicly traded company, from 2013 to 2020. During his tenure, he brought extensive expertise and knowledge to the company’s financial operations. Additionally, from 1973 to 2004, Mr. Knight owned and operated his own accounting business, further honing his financial acumen. Prior to joining United Heath Products, he worked as an internal auditor at Prime Alliance Bank from 2004 to 2010.

Byron Booker is the CEO of Lookhu Inc., a multi-channel streaming platform which he founded in 2014. He is a seasoned entrepreneur in the entertainment industry with extensive experience in live streaming, content licensing, video production, and music production, having secured deals with Sony ATV and Universal Music Group, in addition to working with renowned artists such as Chris Brown, Rihanna, ~~P Diddy~~ and Pit Bull. Mr. Booker’s most recent work includes the executive production of the visual album titled “Raydemption,” featuring celebrities such as Ray J, Princess Love, FloRida, Brandy, and Snoop Dogg. He has also produced successful films and live events alongside social media influencers Vitaly, Tim Delghetto, Tonio Skitz, and Kinsey Wolanski, featuring movie icons Danny Trejo and Tiny Lister, including the all-time record ~~for~~ for any event at the South by Southwest film festival in 2013 with over 300,000 concurrent streams. He is also chairman of the Recording ~~Artists~~ Artists Guild, an association of over 12,000 recording artists worldwide, which he founded in 2009. Mr. Booker received a bachelor’s degree in business studies from Dallas Baptist University.

Board Committees

Audit Committee

The Board has established an Audit Committee currently consisting of Ms. Provost (Chairman) and Messrs. Booker and Knight. The Audit Committee’s primary functions are to oversee and review: the integrity of the Company’s consolidated financial statements and other financial information furnished by the Company, the Company’s compliance with legal and regulatory requirements, the Company’s systems of internal accounting and financial controls, the independent auditor’s engagement, qualifications, performance, compensation and independence, related party transactions, and compliance with the Company’s Code of Business Conduct and Ethics.

Each member of the Audit Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of Nasdaq. The Board has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. The Board determined that Ms. Provost and Mr. Knight is each an “audit committee financial expert,” as defined under the applicable rules of the SEC and the applicable rules of The Nasdaq Stock Market.

Compensation Committee

The Compensation Committee of the Board of Directors is currently composed of the following three non-employee directors: Mr. Knight (Chairman) and Mr. Booker and Ms. Provost. None of these Compensation Committee members was an officer or employee of the Company during the year. Each member of the Compensation Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of Nasdaq. The responsibilities of the Compensation Committee include overseeing the evaluation of executive officers (including the Chief Executive Officer) of the Company, determining the compensation of executive officers of the Company, and overseeing the management of risks associated therewith. The Compensation Committee determines and approves the Chief Executive Officer’s compensation. The Compensation Committee also administers the Company’s equity-based plans and makes recommendations to the board with respect to actions that are subject to approval of the board regarding such plans. The Compensation Committee also reviews and makes recommendations to the board with respect to the compensation of directors. The Compensation Committee monitors the risks associated with the Company’s compensation policies and practices as contemplated by Item 402(s) of Regulation S-K.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors is currently composed of Messrs. Booker (Chairman) and Knight and Ms. Provost. None of these members was an officer or employee of the Company during the year. Each member of the Nominating and Corporate Governance Committee is “independent” as that term is defined under the applicable rules of the SEC and the applicable rules of NasdaqCM. The Nominating and Corporate Governance Committee nominates individuals to be elected to the board of directors by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in our bylaws and will apply the same criteria to all persons being considered.

7240

Executive Officers

The following table sets forth certain information regarding our current executive officers:

NAME	AGE	POSITION
Dean L. Julia	5758	Chief Executive Officer/President/Treasurer/Director/Co-Founder
Paul Bauersfeld	6061	Chief Technology Officer
Sean J. McDonnell, CPA	6364	Chief Financial Officer
Sean Trepeta	5758	President of Mobiquity Networks /Secretary of the Company
Deepanker Katyal	3839	Chief Executive Officer of Advangelists

Our executive officers are elected by, and serve at the discretion of, our Board. The business experience for the past five years, and in some instances, for prior years, of each of our executive officers is as follows:

Dean L. Julia. For Mr. Julia’s biography, please see the section entitled “Directors.”

Paul Bauersfeld. Mr. Bauersfeld works at Mobiquity Technologies, Inc. where he has served as the Chief Technology Officer since June 2013. From 2003 to 2013, he worked at Varsity Networks, an online media and services company dedicated to serving the local sports market through technology, which he founded and where he served as its Chief Executive Officer. From 2000 to 2001, he worked at MessageOne, where he served as its Chief Executive Officer. From 1999 to 2000, he worked at Ziff-Davies where he served as its Vice President of eCommerce. From 1997 to 1999, he worked at Viacom’s Nickelodeon Online, where he served as its Technology Director. From 1996 to 1997, he worked at GiftOne, where he served as its President. From 1988 to 1993, he worked at Apple Computer where he served in various engineering positions. From 1986 to 1988 he worked at Xerox Corporation. Mr. Bauersfeld brings over 20 years of knowledge and experience as an executive, engineer and entrepreneur in the technology, and software product development industries. His experience in these industries will help the company develop its products and technologies. Mr. Bauersfeld is a graduate of the Rochester Institute of Technology with a B.S. in Electrical Engineering in 1986. Mr. Bauersfeld does not hold, and has not previously held, any directorships in any publicly traded reporting companies.

Sean J. McDonnell, CPA. Mr. McDonnell works at Mobiquity Technologies, Inc. where he has served as the Chief Financial Officer since January 2005. From January 1990 to present, he has owned and operated Sean J. McDonnell CPA, P.C., a private accounting and tax practice. From 1985 to 1990, he worked at Breiner & Bodian CPAs where he served as a senior staff member. Mr. McDonnell brings knowledge and experience in the accounting, finance and tax industries. Mr. McDonnell is a graduate of Dowling College with a Bachelor of Business Administration in 1984. Mr. McDonnell does not hold, and has not previously held, any directorships in any reporting companies.

Sean Trepeta. Mr. Trepeta works at our wholly owned subsidiary, Mobiquity Networks, Inc. where he has served as President since January 2011. He is also the Secretary of the Company since November 2021. From 2007 to 2011, he worked at Varsity Networks where he served as its President. From 1998 to 2007, Mr. Trepeta worked at OPEX Communications, Inc., a telecommunication service provider specializing in traditional long-distance, wireless, and dedicated services, where he served as its President. From 1996 to 1998 he worked at U.S. Buying Group, Inc., where he served as Vice President of Sales and Marketing and was responsible for developing a small business-buying program, which included value added services such as overnight shipping, office supplies, and computer software products, as well as a full line of telecommunications services. Mr. Trepeta also developed and implemented the agent and carrier divisions of U.S. Buying Group. Mr. Trepeta brings 25 years of knowledge and experience in sales and marketing to our Company to help us grow sales and develop marketing strategies. Mr. Trepeta is a graduate of the State University of New York at Cortland with a B.S. in Education in 1990. Mr. Trepeta served on our Board of Directors from December 2011 to December 2021, at which time he resigned in order to accommodate our Board restructure from three directors five directors including three independent directors when our common stock became listed on the NASDAQ Capital Market. Mr. Trepeta does not hold any directorships in any publicly traded reporting companies.

7341

Deepanker Katyal. Mr. Katyal works at the Company’s wholly owned subsidiary, Advangelists, LLC where he has served as the Chief Executive Officer since the 2017 (prior to the Company’s acquisition of an interest in Advangelists by merger in November 2018). From January 2017 to present, he has also served as an advisor providing business and product advice to Q1media, a digital media services company. Additionally, from 2016 to present, he has served as a strategic advisor to Silicon Valley Stealth Mode Products, a private company. From May 2016 to April 2017, he served as a strategic advisor to Airupt Inc., a mobile marketing platform for brands. From May 2016 to March 2017, he was head of Partnership and Strategy for Adtile Technologies, a mobile publishing and advertising solution company. From November 2015 to 2016, he served as a strategic advisor to Moonraft Innovation Labs, a company that creates customer experiences to differentiate the entities’ clients in the market by creating and designing interactive experiences across physical and digital customer touch points. From April 2014 to May 2016, he also served as a member of the innovation team at Opera Mediaworks, a mobile advertising platform company. Mr. Katyal brings knowledge and experience in software engineering, leading business development efforts, strategic partnerships, and product development and strategy. His experience will help the Company grow and develop its technology and product strategies. Mr. Katyal was a director of our Company from December 2018 following our merger transaction with Advangelists until May 2020, when he stepped down from that position to attend to family matters and focus his working-time commitment on running the day-to-day operations of Advangelists. He does not hold any directorships in any publicly traded reporting companies.

Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission reports of ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. The SEC rules require us to disclose late filings of reports of stock ownership and changes in stock ownership by our directors, officers and 10% shareholders. To our knowledge, based solely on our review of (a) the copies of such reports and amendments thereto furnished to us and (b) written representations that no other reports were required, during our fiscal year ended December 31, ~~2024~~2025, all of the Section 16(a) filing requirements applicable to our officers, directors and 10% shareholders have been met, except for that ~~all officers~~Gene ~~and~~Salkind ~~directors~~was ~~were~~a ~~each~~ late ~~filers~~filer with one form 4 in ~~October~~September ~~2024~~2025.

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Such policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

Communications with the Board of Directors

Stockholders may communicate with the Company’s Board of Directors by sending a letter to Mobiquity Technologies, Inc., 35 Torrington Lane, Shoreham, NY 11786, Attention: Board of Directors. The Company will receive the correspondence and forward it to the Chairman or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening or illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Chairman of the Board has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Item 11. Executive Compensation.

The following table sets forth the overall compensation earned over the fiscal years ended December 31, ~~2024~~2025, and ~~2023~~2024 by:

· each person who served as the principal executive officer of the company during fiscal year ~~2024~~2025 and ~~2023~~2024; · the Company’s most highly compensated (up to a maximum of two) executive officers as of December 31, ~~2024~~2025, and ~~2023~~2024 with compensation during fiscal years ~~2024~~2025 and ~~2023~~2024 of $100,000 or more; and · those two individuals, if any, who would have otherwise been included in bullet point above but for the fact that they were not serving as an executive of the company as of December 31, ~~2024~~2025.

Name and Principal		Salary		Bonus			Stock	Option Awards		All Other Compensation		Total
Position	Year	($)		($)			Awards	($)(1)		($)(2)(3)		($)
Dean L. Julia	2024	$	265,846	$	--	$	--	$	1,186,706	$	69,796	$	1,522,348
CEO of the Company	2023	$	328,746	$	–	$	–	$	150,100	$	51,461	$	530,307
Deepanker Katyal	2024	$	300,461	$	--	$	--	$	237,200	$	12,901	$	550,562
CEO of Advangelists	2023	$	357,692	$	–	$	–	$	7,900	$	17,083	$	382,675
Paul Bauersfeld	2024	$	221,539	$	--	$	--	$	355,800	$	40,348	$	617,687
Chief Technology Officer	2023	$	274,039	$	–	$	–	$	23,700	$	38,748	$	336,487
Sean Trepeta	2024	$	177,231	$	--	$	--	$	237,200	$	40,348	$	454,779
President of Mobiquity Networks	2023	$	219,231	$	–	$	–	$	7,900	$	38,748	$	265,879
Sean McDonnell	2024	$	105,600	$	--	$	--	$	118,600	$	--	$	224,200
CFO of the Company	2023	$	140,625	$	–	$	–	$	7,900	$	–	$	148,525

(1) The options and restricted stock awards presented in this table for fiscal years 2024 and 2023 reflect the full grant date fair value, as if the total dollar amount were earned in the year of grant. The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.

Name and Principal		Salary		Bonus			Stock	Option Awards		All Other Compensation		Total
Position	Year	($)		($)			Awards	($)(1)		($)(2)(3)		($)
Dean L. Julia	2025	$	360,000	$	–	$	–	$	447,300	$	67,069	$	938,269
CEO of the Company	2024	$	265,846	$	–	$	–	$	1,186,706	$	69,796	$	1,522,348

Deepanker Katyal	2025	$	400,000	$	–	$	–	$	127,800	$	33,771	$	561,571
CEO of Advangelists	2024	$	300,461	$	–	$	–	$	237,200	$	12,901	$	550,562

Paul Bauersfeld	2025	$	300,000	$	–	$	–	$	127,800	$	40,650	$	468,450
Chief Technology Officer	2024	$	221,539	$	–	$	–	$	355,800	$	40,348	$	617,687

Sean Trepeta	2025	$	240,000	$	–	$	–	$	127,800	$	40,650	$	408,450
President of Mobiquity Networks	2024	$	177,231	$	–	$	–	$	237,200	$	40,348	$	454,779

Sean McDonnell	2025	$	143,000	$	–	$	–	$	127,800	$	–	$	270,800
CFO of the Company	2024	$	105,600	$	–	$	–	$	118,600	$	–	$	224,200

(1) The options and restricted stock awards presented in this table for fiscal years 2025 and 2024 reflect the full grant date fair value, as if the total dollar amount were earned in the year of grant. The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to stock-based compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the Company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option.

(2) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.

(3) Includes compensation for service as a director described under Director Compensation, below.

No outstanding common share purchase option or other equity-based award granted to or held by any named executive officer in the past two years were ~~re-priced~~repriced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout~~, except as follows:~~.

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Executive Officer Outstanding Equity Awards at Fiscal Year-End

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, ~~2024~~2025.

Option Awards

Stock Awards

~~Stock Awards~~

Name

Number of Securities Underlying Unexercised Options(#) Exercisable

Number of Securities Underlying Unexercised Options(#) Unexercisable

~~Number of Securities Underlying Unexercised Options(#) Unexercisable~~

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

~~Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)~~

Option Exercise Price ($)

~~Option Exercise Price ($)~~

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

~~Option Expiration Date~~

Market Value of Shares or Units of Stock That Have Not Vested

~~Number of Shares or Units of Stock That Have Not Vested (#)~~

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Units ofor ~~Stock~~Other Rights That Have Not Vested

~~Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested~~

~~Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested~~

Dean L.Julia

4,167

–

900.00

4/2/29

–

Dean L.Julia (1)

4,167

–

900.00

4/2/29

–

(1)

833

–

900.00

4/1/30

–

833

–

900.00

4/1/30

–

833

~~833~~

–

–$

900.00

~~900.00~~4/1/31

–

~~4/1/31~~

–

15,000

~~15,000~~

–

–$

68.48

~~68.48~~12/8/31

–

~~12/8/31~~

–

1,667

~~1,667~~

–

–$

68.48

~~68.48~~12/8/31

–

~~12/8/31~~

–

833

–

22.50

4/1/31

–

667

–

68.48

12/8/31

–

833

~~833~~

–

Filing Compare · Mobiquity Technologies, Inc.