UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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MOBIQUITY
TECHNOLOGIES, INC.
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(Name of Registrant as Specified In Its
Charter)
Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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MOBIQUITY TECHNOLOGIES, INC.
600 Old Country Road, Suite 541
Garden City, NY 11530
Telephone: (516) 256-7766
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on June 5, 2017
Dear Shareholder:
You are cordially invited
to attend the Special Meeting of Shareholders (the “Special Meeting”) of Mobiquity Technologies, Inc. (the “Company”)
on June 5, 2017, at 11:00 A.M. Eastern Daylight Time at 1400 Old Country Road, Lower Concourse Conference Room, Westbury, NY 11590
for the following purpose:
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1.
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To approve an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 500,000,000 shares, $.0001 par value to 900,000,000 shares, $.0001 par value.
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Proposal No. 1 is more
fully described in the proxy statement accompanying this Notice.
The record date for
the Special Meeting is April 17, 2017. Only shareholders of record at the close of business on that date are entitled to vote at
the meeting or any adjournment thereof, or by proxy.
By Order of the Board of Directors,
Sincerely,
/s/ Dean L. Julia,
Co- Chief Executive and Director
Garden City,
New York
April 26,
2017
You are cordially invited to attend
the meeting in person. Whether or not you expect to attend the meeting, please vote your shares. You may submit your proxy card
or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope
provided or vote by facsimile or email as instructed in the proxy statement. Any shareholder attending the meeting may vote in
person, even if you already returned a proxy card or voting instruction card and intend to change your original vote. Please note,
however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must
obtain a legal proxy issued in your name from that record holder.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 5, 2017:
The Proxy Statement is
available at
http://www.mobiquitytechnologies.com/proxy2017
MOBIQUITY TECHNOLOGIES, INC.
600 Old Country Road, Suite 541
Garden City, NY 11530
Telephone: (516) 256-7766
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 5, 2017
QUESTIONS AND ANSWERS ABOUT THIS PROXY
MATERIAL AND VOTING
Why am I receiving these materials?
We have sent you this
proxy statement and the enclosed proxy card because the Board of Directors (the “Board”) of Mobiquity Technologies,
Inc. (the “Company”) is soliciting your proxy to vote at the Special Meeting of Shareholders (the “Special Meeting”)
to be held on June 5, 2017 located at 1400 Old Country Road, Lower Concourse, Westbury, NY 11590 at 11:00 A.M. (New York Time),
including any adjournments or postponements of the Special Meeting. You are invited to attend the Special Meeting to vote on the
proposal described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card in the enclosed envelope, or follow the instructions below to submit your
proxy by facsimile, email or internet voting.
The Company intends
to mail this proxy statement and accompanying proxy card on or about April 28, 2017 to all shareholders of record entitled to vote
at the Special Meeting.
Who can vote at the Special Meeting?
Only shareholders of
record at the close of business on April 17, 2017, will be entitled to vote at the Special Meeting. On the record date, there were
190,035,657 shares of common stock of the Company issued and outstanding and entitled to vote.
Shareholder of Record: Shares Registered
in Your Name
If on April 17, 2017,
your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust
Company (“CST&T), then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting
or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote your shares by completing, signing, dating
and mailing your proxy card in the envelope provided or vote by proxy via facsimile or email as instructed below to ensure your
vote is counted.
Beneficial Owner: Shares Registered
in the Name of a Broker or Bank
If on April 17, 2017,
your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization,
then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting
at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the
shares in your account. You are also invited to attend the Special Meeting. However, since you are not the shareholder of record,
you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker or other
agent.
What am I voting on?
There is one (1) proposal
scheduled for a vote:
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1.
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To approve an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 500,000,000 shares, $.0001 par value to 900,000,000 shares, $.0001 par value.
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How do I vote?
For Proposal No. 1,
you may either vote “For” or “Against” or “Abstain” from voting. The procedures for voting
are as follows:
Shareholder of Record: Shares Registered
in Your Name
If you are a shareholder
of record, you may vote in person at the Special Meeting, vote by proxy using the enclosed proxy card, vote by proxy via facsimile
or email or by internet voting. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote
is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.
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In Person. To vote in person, come to the Special Meeting, and we will give you a ballot when you arrive.
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By Mail. To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the
envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.
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By Fax. To vote by facsimile, complete, sign and date the enclosed proxy card and fax it to our transfer agent, CST&T at
212-509-5152. Your vote must be received on or before 11 AM New York Time on June 2, 2017, to be sure your vote is counted.
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By Email. To vote by email, complete, sign and date the enclosed proxy card and scan and email it to proxy@continentalstock.com.
Your vote must be received by 11 AM New York Time on June 2, 2017, to be sure your vote is counted.
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By Internet. To vote through the Internet, you may submit a proxy electronically on the Internet by following the instructions
provided on the enclosed proxy card. Please have the proxy card in hand when you log onto the website.
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Beneficial Owner: Shares Registered
in the Name of Broker or Bank
If you are a beneficial
owner of shares registered in the name of your broker, bank, or other agent, you should receive a proxy card and voting instructions
with these proxy materials from that organization rather than from us. Simply complete and mail the proxy card to ensure that your
vote is submitted to your broker or bank. Alternatively, you may vote over the Internet as instructed by your broker or bank. To
vote in person at the Special Meeting, you must obtain a valid legal proxy from your broker, bank, or other agent. Follow the instructions
from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
How many votes do I have?
You have one vote for each share of common stock you own as
of April 17, 2017.
What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking
any voting selections, your shares will be voted “For” Proposal No. 1.
Who is paying for this proxy solicitation?
The Company will pay for the entire cost of soliciting proxies,
although the Company does not presently intend to hire a proxy solicitor. In addition to these mailed proxy materials, our directors
and employees may also solicit proxies in person, by telephone, email or by other means of communication. Directors and employees
will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more
than one proxy card?
If you receive more
than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete,
sign and return each proxy card to ensure that all of your shares are voted.
Are proxy materials available on the
Internet?
The Notice of Meeting/Proxy
Statement is available at http://www.mobiquitytechnologies.com/proxy2017
Can I change my vote after submitting
my proxy?
Yes. You can revoke
your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke
your proxy in any one of three ways:
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You may submit another properly completed proxy card with a later date.
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You may send a timely written notice that you are revoking your proxy to Continental Stock Transfer & Trust Company, 17 Battery Place, 8
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Floor, New York, NY 10004, Attention: Proxy Department, which withdrawal notice must be received by CST&T on or before 5:00 P.M. New York Time on June 2, 2017.
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You may attend the Special Meeting to vote in person. Attending the meeting will not, by itself, revoke your proxy.
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If your shares are held
by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How are votes counted?
Votes will be counted
by the inspector of election appointed for the meeting, who will separately count “For” and “Withhold”
and “Against” votes, abstentions and broker non-votes. Abstentions will be counted towards the vote total for Proposal
No. 1, and will have the same effect as “Against” votes with respect to Proposal No. 1. Broker non-votes will not be
counted towards the vote total for Proposal No. 1 and broker non-votes have the same effect as “Against” votes with
respect to Proposal No. 1. Broker non-votes are expected to be limited with respect to Proposal No. 1 for the reasons described
below.
What are “broker non-votes”?
Broker non-votes occur
when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding
the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner
does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered
to be “routine,” but not with respect to “non-routine” matters. The amendment to the Certificate of Incorporation
to increase the authorized number of shares of Common Stock (Proposal 1) is considered to be a routine matter under the NYSE rules
and your broker will be able to vote on this proposal if it does not receive instructions from you, so long as it holds your shares
in its name.
How many votes are needed to approve
the proposal?
For Proposal No. 1 to
be approved, the matter must receive a “For” vote from the majority of shares outstanding. If you “Abstain”
from voting, it will have the same effect as an “Against” vote.
What is the quorum requirement?
A quorum of shareholders
is necessary to hold a valid meeting. A quorum will be present if shareholders holding at least a majority of the outstanding shares
are present at the meeting in person or represented by proxy. On the record date, there were 190,035,657 shares outstanding and
entitled to vote. Thus, the holders of a majority of the aforementioned shares must be present in person or represented by proxy
at the meeting to have a quorum.
Your shares will be
counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee)
or if you vote in accordance with the instructions contained herein. Abstentions and broker non-votes will be counted towards the
quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented
by proxy, or the chairman of the meeting, may adjourn the meeting to another date.
How can I find out the results of
the voting at the Special Meeting?
Preliminary voting results
will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will
file within four business days after the meeting.
PROPOSAL NO. 1
AMENDMENT TO CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES
Introduction
Our Certificate of Incorporation
currently authorizes the issuance of 500,000,000 shares of common stock, par value $.0001 per share, and 5,000,000 shares of Preferred
Stock, $.0001 par value. Proposal No. 1 has no effect on authorized shares of Preferred Stock, 1,122,588 shares of which were outstanding
on the Record Date.
Description of the Amendment
Recently, our Board
of Directors unanimously approved an amendment to Article Fourth of our Certificate of Incorporation, subject to shareholder approval
(in the form appended hereto as Appendix I), to increase the number of shares of common stock authorized for issuance under the
Certificate of Incorporation from 500,000,000 shares, $.0001 par value, to 900,000,000 shares, $.0001 par value. The proposed amendment
is as follows:
Resolutions Amending Articles of Incorporation
RESOLVED, that the Corporation is hereby
authorized to amend Article Fourth of the Corporation’s Certificate of Incorporation by deleting such Article Fourth in full
and replacing it with the following:
“FOURTH.
The total number of shares of stock which the corporation shall have authority to issue is nine-hundred five million (905,000,000),
of which nine-hundred million (900,000,000) shares, par value of one-tenth of a mil ($.0001) each, amounting in the aggregate to
ninety thousand ($90,000) dollars, shall be common stock and of which five million (5,000,000) shares, par value of one-tenth of
a mil ($.0001) each, amounting in the aggregate to five hundred ($500) dollars, shall be preferred stock.
The voting
powers, designations, preferences and relative, participating optional or other rights, if any, and the qualifications, limitations
or restrictions, if any, of the preferred stock, in one or more series, shall be fixed by one or more resolutions providing for
the issue of such stock adopted by the Corporation's board of directors, in accordance with the provisions of Section 502 of the
Business Corporation Law of New York and the board of directors is expressly vested with authority to adopt one or more such resolutions.”
FURTHER RESOLVED, that the appropriate
executive officers of the Corporation are hereby authorized and directed to (i) execute Certificate of Amendment attesting to the
adoption of the foregoing resolution adopting the amendment, (ii) cause such Articles of Amendment to be filed in the office of
the Department of State for the State of New York, and (iii) pay any fees and take any other action necessary to effect the Certificate
of Amendment and the foregoing resolution.
The Company shall have
the right to make any additional changes to the proposed amendment as required by the Department of State to complete the purpose
of such filing.
If the Amendment to
the Certificate of Incorporation is approved by a majority of the outstanding common stock, it will become effective upon its filing
with the New York Department of State of the State. The Company expects to file the Amendment to the Certificate of Incorporation
with the New York Department of State promptly after its approval by shareholders.
Purpose of the Amendment
Since inception, we
have incurred losses and anticipate that we may continue to incur losses for the foreseeable future. To fund operations, we will
need to rely on additional financings from the sale of our securities.
As of April 26, 2017,
we have 191,421,390 shares of common stock issued and outstanding. The Company has reserved for issuance 24,000,000 shares of common
stock under each of its existing 2005, 2009 and 2016 Employee Compensation and Benefit Plans. As of December 31, 2016, the Company
has granted under the aforementioned Plans, an aggregate of 13,700,001 Options. Outside of the Stock Option Plans, the Company
has granted non-statutory stock options totaling 4,615,000 shares. Also, the Company has issued in private placement offerings
and to others warrants to purchase 21,252,734 shares of the Company’s common stock. On or about April 28, 2017, we anticipate
issuing $500,000 of secured promissory notes bringing the outstanding principal balance of convertible promissory notes to $1,850,000.
Such principal balance of outstanding notes would be convertible into 32,800,000 common shares and warrants to purchase an additional
550,000 shares (exclusive of conversion of accrued interest thereon). As of April 26, 2017, the Company has outstanding 1,122,588
shares of Series AAA Preferred Stock currently convertible into an aggregate of 112,258,800 shares of Common Stock and a like number
of warrants. Accordingly, the Company has reserved for issuance under outstanding common stock equivalents identified above of
an aggregate of 303,120,334 shares of Common Stock. The foregoing does not include a reserve of 32,000,000 additional shares in
case of an event of default required by our loan agreements.
As a result of the Company’s
history of operating losses and its survival has depended and is currently dependent on raising external financing to continue
its operations, the Company needs a “FOR” vote in favor of Proposal No. 1 in order to provide for the contingency of
potentially issuing additional shares of common stock above the Company’s currently authorized common share amount, after
due consideration is given for the currently issued and outstanding and reserved shares issuable upon conversion of common stock
equivalents.
Accordingly, our current
amount of authorized and unissued shares of common stock will not be sufficient for both our commitments under outstanding options,
warrants and convertible notes and preferred stock and our future financing needs. Thus, we need to increase the shares of common
stock authorized by our Certificate of Incorporation.
Other Potential Effects of the Amendment
Upon filing the Amendment
to our Certificate of Incorporation, the Board may cause the issuance of additional shares of common stock without further vote
of our shareholders, except as provided under applicable New York law or any national securities exchange, if any, on which shares
of our common stock are then listed or traded. In addition, if the Board of Directors elects to issue, if any, additional shares
of common stock, such issuance could have a dilutive effect on the earnings (losses) per share, voting power and holdings of current
shareholders.
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO FILE AN AMENDMENT WITH THE DEPARTMENT
OF STATE OF THE STATE OF NEW YORK TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 500,000,000 SHARES TO 900,000,000 SHARES,
WITH THE PAR VALUE REMAINING THE SAME AT $.0001 PER SHARE.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 17, 2017,
we have 190,035,657 shares of common stock outstanding. The only persons of record who presently hold or are known to own (or believed
by the company to own) beneficially more than 5% of the outstanding shares of such class of stock is listed below. The following
table also sets forth certain information as to holdings of our common stock of all officers and directors individually, and all
officers and directors as a group. Shares of common stock which an individual or group has a right to acquire within 60 days pursuant
to the exercise or conversion of options, warrants or other similar convertible or derivative securities are deemed to be outstanding
for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person shown in the table.
Name and Address of Beneficial Owner (1)
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Number of Common Shares
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Percentage (%)
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Thomas Arnost (2)
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41,588,874
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21.7
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Dean L. Julia (3)
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4,436,901
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2.3
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Sean Trepeta (4)
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2,950,001
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1.5
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Sean McDonnell (5)
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550,000
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*
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Paul Bauersfeld (6)
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3,700,000
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1.9
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All directors and officers as a group (six persons) (7)
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53,225,775
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26.4
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Clyde Berg/Carl Berg (8)
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56,925,101
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29.5
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________________
*Represents less than 1%
(1)
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Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is generally determined by voting powers and/or investment powers with respect to securities. Unless otherwise noted, all of such shares of common stock listed above are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity’s percentage of ownership is determined by assuming that any options or convertible securities held by such person or entity, which are exercisable within sixty (60) days from the date hereof, have been exercised or converted as the case may be, but not for the purposes of determining the number of outstanding shares held by any other named beneficial owner. All addresses are c/o Mobiquity Technologies, Inc. 600 Old Country Road, Suite 541, Garden City, NY 11530.
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(2)
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Includes 39,73,874 shares, warrants to purchase 500,000 shares and options to purchase 1,350,000 shares.
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(3)
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Mr. Julia’s beneficial ownership includes 986,901 shares and options to purchase 3,450,000 shares.
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(4)
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Includes 1,000,000 shares and options/warrants to purchase 1,950,001 shares.
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(5)
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Includes 166,667 shares and options/warrants to purchase 383,333 shares.
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(6)
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Includes 100,000 shares and options to purchase 3,600,000 shares.
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(7)
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Includes all the securities referenced in notes (2) through (6).
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(8)
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Clyde Berg directly owns 4,966,667 shares and Berg & Berg Enterprises directly owns 1,000,000 shares. The Clyde J. Berg Trust owns 666,666 shares of common stock. The foregoing persons also own warrants to purchase 2,416,668 shares. Berg & Berg Enterprises also owns 478,751 shares of Series AAA Preferred Stock which are convertible into 47,875,100 shares of common stock. In the event the 478,751 shares of Series AAA preferred stock is converted, then the beneficial ownership by the Bergs will increase to 144,800,201 (44%) shares as a result of the issuance of 67,875,100 warrants. The amounts shown in the table and the footnotes reflect the combined ownership of all these accounts.
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OTHER MATTERS
As of the date of this Proxy Statement, management does not intend to present any other items of business other than Proposal No. 1 described herein.
By Order of the Board of Directors
Dean L. Julia
Co-Chief Executive Officer
Garden City, NY 11530
April 19, 2017
APPENDIX I
FORM OF CERTIFICATE OF AMENDMENT
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
MOBIQUITY TECHNOLOGIES, INC.
Under Section 805 of the Business Corporation
Law
It is hereby certified
that:
1. The
name of the Corporation is Mobiquity Technologies, Inc.
2. The
Certificate of Incorporation of the Corporation was filed by the Department of State on March 26, 1998 under the name Ace Marketing
& Promotions, Inc.
3. The
Certificate of Incorporation is amended as follows:
To amend Article FOURTH
of the Certificate of Incorporation to increase the authorized number of shares of Common Stock. Currently the corporation is authorized
to issue 500,000,000 common shares at $.0001 par value. The corporation shall add 400,000,000 common shares at a $.0001 par value
for a total of 900,000,000 common shares with a $.0001 par value. The corporation’s authorized 5,000,000 preferred shares
at $.0001 par value shall remain unchanged. Accordingly, Article FOURTH of the Certificate of Incorporation is hereby amended and
changed in its entirety, to now read as follows:
“FOURTH.
The total number of shares of stock which the corporation shall have authority to issue is nine-hundred five million (905,000,000),
of which nine-hundred million (900,000,000) shares, par value of one-tenth of a mil ($.0001) each, amounting in the aggregate to
ninety thousand ($90,000) dollars, shall be common stock and of which five million (5,000,000) shares, par value of one-tenth of
a mil ($.0001) each, amounting in the aggregate to five hundred ($500) dollars, shall be preferred stock.
The voting
powers, designations, preferences and relative, participating optional or other rights, if any, and the qualifications, limitations
or restrictions, if any, of the preferred stock, in one or more series, shall be fixed by one or more resolutions providing for
the issue of such stock adopted by the Corporation's board of directors, in accordance with the provisions of Section 502 of the
Business Corporation Law of New York and the board of directors is expressly vested with authority to adopt one or more such resolutions.”
4. Pursuant
to Section 803(a) of the Business Corporation Law, this amendment to the Certificate of Incorporation was authorized by unanimous
consent of the board of directors of the Corporation on _________, 2017 pursuant to Section 708(b) of the Business Corporation
Law and by a majority of the outstanding shares entitled to vote at a meeting of stockholders of the Corporation pursuant to Section
602(c) of the Business Corporation Law.
IN WITNESS WHEREOF,
the undersigned hereby affirms that statements made herein are true and under penalties of perjury.
Dated: June __, 2017
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MOBIQUITY TECHNOLOGIES,
INC.
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By: __________________________________
Dean
L. Julia, Chief Executive Officer
YOUR
VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Vote
by Internet - QUICK
«
«
«
EASY
IMMEDIATE
- 24 Hours a Day, 7 Days a Week or by Mail
MOBIQUITY
TECHNOLOGIES, INC.
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As a shareholder of Mobiquity Technologies, Inc., you have the option of
voting your shares electronically through the Internet, eliminating the need to return the proxy card.
Your electronic vote authorizes the named proxies to vote your shares in the same manner as if marked,
signed, dated and returned the proxy card. Votes submitted electronically over the Internet must be
received by 7:00 p.m., New York Time, on June 2, 2017.
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INTERNET/MOBILE
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www.cstproxyvote.com
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Use the Internet to vote your proxy. Have your proxy card available when you access the above website.
Follow the prompts to vote your shares.
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MAIL
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Mark, sign
and date your proxy card and return it in the postage-paid envelope provided.
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PLEASE
DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.
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p
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
p
PROXY
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Please mark your votes like this
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X
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THIS PROXY WILL BE VOTED AS DIRECTED,
OR IF NO DIRECTIONS IS INDICATED, WILL BE VOTED “FOR” PROPOSAL NO.1. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL NO. 1.
1.
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To approve an amendment of the Company’s certificate of incorporation to increase the number of
authorized shares of common stock from 500,000,000 shares, $.0001 par value to 900,000,000 shares, $.0001 par value.
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FOR
¨
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AGAINST
¨
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ABSTAIN
¨
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Signature_________________________________ Signature, if held jointly _____________________________Date
______________, 2017
NOTE:
Please sign exactly as name appears hereon. When Shares are held by joint owners, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
MOBIQUITY
TECHNOLOGIES, INC.
600
Old Country Road, Suite 541
Garden City, NY 11530
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders:
The
Notice and Proxy Statement are available at: http://www.mobiquitytechnologies.com/proxy2017
p
FOLD
AND DETACH HERE AND READ THE REVERSE SIDE
p
PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MOBIQUITY
TECHNOLOGIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
MONDAY, JUNE 5,
2017 AT 11:00 A.M. NEW YORK TIME
The
undersigned appoints Dean L. Julia and Sean Trepeta and each of them as proxies, each with the power to appoint his
substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of
common stock of Mobiquity Technologies, Inc. held of record by the undersigned at the close of business on April 17, 2017 at
the Special Meeting of Shareholders of Mobiquity Technologies, Inc. to be held at 11:00 A.M. New York Time on June 5, 2017,
or at any adjournment thereof.
(continued and to be marked,
dated and signed, on the other side)
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