Item 3.02 Unregistered Sales of Equity Securities.

On April 12, 2023, Dr Gene Salkind and a non-affiliated investor converted their outstanding Mobiquity Technology, Inc. debt in the amount of $235,563 and $30,000 into 1,385,663 shares and 176,470 shares of restricted common stock, respectively. This brought Dr. Salkind's family ownership interest to 4,478,017 shares of common stock, excluding their derivative securities. Exemption from registration is claimed under section 4(2) of the Securities Act of 1933, as amended.

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