Post-effective Amendment to Registration Statement (pos Am)
14 April 2014 - 10:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 14, 2014
File
No. 333-187362
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
on
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOBIQUITY TECHNOLOGIES, INC.
Formerly Ace Marketing & Promotions,
Inc.
(Name of registrant as specified in its charter)
New York
|
|
7310
|
|
91-1966948
|
(State or other jurisdiction of incorporation or organization)
|
|
(Primary Standard Industrial Classification Code Number)
|
|
(I.R.S. Employer
Identification No.)
|
600 Old Country Road, Suite 541
Garden City, NY 11530
(516) 256-7766
|
(Address, including zip code, and telephone
number,
including area code, or registrant’s principal
executive offices)
|
Dean L Julia, Co-Chief Executive Officer
600 Old Country Road, Suite 541
Garden City, NY 11530
(516) 256-7766
|
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
|
Copies to:
Morse & Morse, PLLC
1400 Old Country Road, Suite 302
Westbury, New York 11590
Tel: (516) 487-1446
Approximate date of commencement of proposed sale to the public:
Not Applicable
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
o
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number
of the earlier effective Registration Statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering.
o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
|
|
|
|
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
þ
|
(Do not check if smaller reporting company)
|
|
|
|
|
DEREGISTRATION OF SECURITIES
Mobiquity Technologies,
Inc. (the
“
Company
”
)
previously registered 5,000,000 shares of its common stock, par value $0.0001 per share, pursuant to the Registration Statement
on Form S-1 (File No. 333-187362) filed with the Securities and Exchange Commission (the “
Commission
”)
on March 19, 2013, as amended on March 25, 2013 and declared effective on April 12, 2013.
The Registration Statement
related to the offer and resale of up to 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, by
a selling stockholder, TCA Global Master Fund LP, pursuant to a committed equity facility agreement the Company entered into with
TCA on June 12, 2012 (the “CEF”). The CEF was terminated on March 25, 2014.
Since April 12, 2013, the
date the Registration Statement was declared effective, through March 25, 2014, the date the Company terminated the CEF, the Company
sold 8,000 shares of its common stock to TCA for total net proceeds of approximately $3,100. In accordance with the undertaking
contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company is filing this Post-Effective
Amendment No. 1 to the Registration Statement to deregister the 4,992,000 shares of common stock not sold under the CEF and as
previously registered in the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Garden City, State of New York, on April 14, 2014.
|
|
|
MOBIQUITY TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dean L. Julia
|
|
|
|
|
|
Name: Dean L. Julia
|
|
|
|
|
|
Title: Co-Chief Executive Officer
(Principal Executive Officer)
|
|
In accordance with the requirements of the
Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities
and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Dean L. Julia
|
|
Co-Chief Executive Officer (Principal Executive Officer), Secretary, Director
|
|
April 14, 2014
|
Dean L. Julia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Sean McDonnell
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
April 14, 2014
|
Sean McDonnell
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael D. Trepeta
|
|
Co-Chief Executive Officer, President, Director
|
|
April 14, 2014
|
Michael D. Trepeta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Sean Trepeta
|
|
Director
|
|
April 14, 2014
|
Sean Trepeta
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas Arnost
|
|
Chairman of the Board
|
|
April 14, 2014
|
Thomas Arnost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobiquity Technologies (PK) (USOTC:MOBQ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Mobiquity Technologies (PK) (USOTC:MOBQ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024