Mobiquity Technologies : Private Placement - Form 8-K

Item 3.02

Unregistered sale of equity securities

The Company's Chairman of the Board, Gene Salkind and parties associated with him(the "Preferred Shareholders"), invested $1,503,495 into our newly created Series G Preferred Stock. In this respect, effective November 7, 2023, the Company closed on three Subscription Agreements for the sale of a combined 300,789 shares of its Series G Preferred Stock for total cash proceeds of $1,200,000, plus conversion of principal and accrued interest from an October 2023 Loan of $303,495, resulting in an increase in shareholders' equity of $1,503,495. Each share of the Series G Preferred Stock is convertible by the Preferred Shareholders at any time after issuance into ten (10) shares of the Company's Common Stock, or $0.50 per Common Share (Conversion Ratio). The Series G Preferred Stock will automatically convert at the same 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 in this Form 8-K. Exemption from registration is claimed under section 4(2) of the Securities Act of 1933, as amended.