UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 24, 2026 (June 3018, ~~2025~~2026)

MOBIQUITY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

001-41117

11-3427886

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

35 Torrington Lane

Shoreham, New York

11786

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 246-9422

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On June 3018, ~~2025~~2026, ~~the~~Stephano ~~Company~~Slack ~~entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with ClearThink Capital Partners,~~ LLC (“~~ClearThink~~Slack”). Pursuant to the STRATA Purchase Agreement(“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~~Mobiquity ~~forth in the ELOC Purchase Agreement~~Technologies, ~~up to an aggregate of $4,000,000 of the Company’s Common Stock~~Inc. 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 VWAPs 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 in 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”) mutually agreed to ~~issue~~terminate toservices ~~ClearThink 100,000 restricted shares~~ of ~~the~~Slack ~~Company’s Common Stock~~ as athe ~~“Commitment~~role ~~Fee”. The STRATA has a maturity date of 24 months from Commencement Date~~ as ~~defined~~independent inregistered ~~the STRATA. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event~~public ~~will~~accounting ~~shares~~form befor ~~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~~.

The reports of Stephano on the Company’s consolidated ~~may~~financial statements for the fiscal year ended December 31, 2025 did not ~~deliver~~contain an adverse opinion or disclaimer of opinion toand ~~ClearThink~~were anot ~~Request~~qualified ~~Notice~~or ifmodified weas ~~are~~to inaccounting ~~default~~principles or audit scope. Stephano’s ~~Events~~report ofon ~~default~~the ~~include:~~Company’s consolidated financial statements for the fiscal year ended December 31, 2025 contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

~~(a)~~During the ~~effectiveness~~fiscal ofyear ~~a registration~~ended ~~statement~~December ~~registering~~31, 2025 and the ~~resale~~subsequent ofinterim period through the ~~Securities~~date ~~lapses~~of ~~for~~dismissal, ~~any~~there ~~reason~~were ~~for~~no adisagreements ~~period~~(as ofdefined ~~ten~~in Item 304(10a)(1)(iv) ~~consecutive business days~~of orRegulation ~~for~~S-K ~~more~~and ~~than~~the anrelated ~~aggregate~~instructions) ofbetween ~~thirty~~the ~~(30)~~Company ~~business~~and ~~days~~Stephano inon any ~~365-day~~matter ~~period,~~of ~~with~~accounting ~~certain~~principles ~~exceptions;~~or practices.

~~(b)~~During the ~~suspension~~fiscal ofyear ~~the~~ended December 31, ~~Common~~2025 ~~Stock~~and ~~from~~the ~~trading~~subsequent oninterim period through the ~~principal~~date ~~market~~of ~~for~~dismissal, there was a ~~period~~reportable ofevent ~~one~~(as defined in Item 304(a)(1)(v) of ~~business~~Regulation ~~day~~S-K). Specifically, ~~provided~~Stephano’s ~~that~~report on the Company’s ~~may~~consolidated ~~not~~financial ~~direct~~statements ~~ClearThink~~for the fiscal year ended December 31, 2025 contained an explanatory paragraph expressing substantial doubt about the Company’s ability to ~~purchase~~continue as ~~any~~a ~~shares~~going ofconcern. ~~Common~~Except ~~Stock~~for ~~during~~the ~~any~~foregoing, ~~such~~there ~~suspension;~~were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~(c)~~The ~~the~~Company ~~delisting~~provided ofSlack ~~the~~with ~~Common Stock~~a ~~from~~copy of the ~~OTCQB,~~above ~~provided,~~disclosures ~~however,~~and requested that ~~the~~Slack ~~Common~~furnish ~~Stock~~a isletter ~~not~~addressed ~~immediately~~to ~~thereafter~~the ~~trading~~Securities onand ~~the~~Exchange ~~New~~Commission ~~York~~stating ~~Stock~~whether ~~Exchange,~~it ~~The~~agrees with the statements ~~Nasdaq~~made ~~Global~~herein. ~~Market,~~A ~~The~~copy ~~Nasdaq~~of ~~Global~~Slack’s ~~Select~~letter ~~Market,~~dated ~~the~~June ~~NYSE~~24, ~~American~~2026 ~~(or~~is ~~nationally~~filed ~~recognized~~as ~~successor~~Exhibit 16.1 to ~~any~~this ofCurrent ~~the~~Report ~~foregoing);~~on Form 8-K

~~(d)~~Newly ifEngaged ~~the~~Independent ~~exchange~~Registered ~~cap~~Public ~~is reached~~Accounting ~~unless and until stockholder approval is obtained, in connection with trading on an Exchange;~~Firm

On June 18, 2026, the Company engaged M&K, CPA’s LLC (e“M&K”) as the ~~failure~~Company’s new independent registered public accounting firm for ~~any~~the ~~reason~~fiscal year ending December 31, 2026. In evaluating the byengagement of a successor auditor, the ~~transfer~~Company ~~agent~~considered toseveral ~~issue~~factors, ~~shares~~including toindustry ~~ClearThink~~experience, ~~within~~public ~~three~~company ~~(3)~~audit ~~business~~capabilities, responsiveness, ~~days~~anticipated ~~after~~cost ~~the~~efficiencies, ~~applicable~~and ~~purchase~~experience ~~date~~assisting onemerging ~~which~~growth ~~ClearThink~~and micro-cap public companies with capital markets isinitiatives, ~~entitled~~including topreparation ~~receive~~for ~~such~~potential ~~shares;~~national exchange uplisting requirements. The Company believes M&K's qualifications and experience are well aligned with its current stage of growth and strategic objectives.

~~(f)~~During the Company’s ~~breaches~~fiscal ~~any~~year ended December 31, 2025 and ~~representation~~the subsequent interim period through June 18, ~~warranty~~2026, ~~covenant~~neither the Company nor anyone on its behalf has consulted with M&K regarding (i) the application of accounting principles to a specified transaction, either completed or ~~other~~proposed, ~~term~~or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or ~~condition~~financial reporting ~~under~~issue, (ii) any matter that was the subject of ~~their~~a ~~transaction~~disagreement ~~documents~~within ~~with~~the ~~ClearThink;~~meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

~~(g)~~Item if9.01. ~~any~~Financial ~~person~~Statements ~~commences a~~and ~~proceeding against the Company pursuant to or within the meaning of any bankruptcy law or if the Company commences a proceeding within the meaning of any bankruptcy law;~~Exhibits.

(hd) ifExhibits at– ~~any~~The ~~time~~following ~~the~~exhibits ~~Company is~~are ~~not~~filed ~~eligible to transfer its Common Stock electronically~~ as ~~DWAC~~part of ~~shares.~~this report:

Exhibit No.	Description of Exhibit

16.1	Letter from Slack addressed to the Securities and Exchange Commission dated June 24, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

The STRATA terminates as follows:

(a) If pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, any of which would be an event of default, and shall automatically terminate without any liability or payment to the Company without further action or notice by any person;

(b) In the event that the commencement of the STRATA shall not have occurred on or before December 31, 2025;

(d) automatically on the date that the Company sells and ClearThink purchases the full available amount under the STRATA.

ClearThink, its agents, representatives or affiliates, will not in any manner whatsoever, enter into or effect directly or indirectly, any (i) “short sale” of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the 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.

In connection with the STRATA, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of Common Stock issuable under the STRATA.

On June 30, 2025, the Company and ClearThink also 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 with funding which occurred on July 1, 2025, and the second closing shall be within five days of the filing of the initial registration statement.

SIGNATURES

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

Dated: July 9, 2025	MOBIQUITY TECHNOLOGIES, INC.
Dated: June 24, 2026	MOBIQUITY TECHNOLOGIES, INC.
	By: /s/ Dean L. Julia
	Dean L. Julia, Chief Executive Officer

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