Item 1.01 Entry into a Material Definitive Agreement.

On December 30, 2022, Mobiquity Technologies, Inc. ("Company"), and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the "Investor"), entered into a Securities Purchase Agreement (the "Agreement") for the Investor to purchase from the Company (i) a senior secured 20% OID nine-month promissory note in an aggregate original principal amount of $1,437,500 in the form set forth in exhibit 10.2 (the "Investor Note"), and (ii) a warrant to purchase shares of the Company's common stock, par value $0.0001 per share ("Common Stock") in the form set forth in exhibit 10.3, which is not exercisable until July 1, 2023 (the "Investor Warrant"). A total of 522,727 shares of Common Stock, or approximately 5.3% of the Company's outstanding shares of Common Stock, were issued to the Investor as an incentive on the transaction, excluding the above referenced Investor Warrant, the shares of Common Stock exercisable pursuant to such Investor Warrant not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. A fee of $103,500 plus warrants to purchase 26,136 shares of Common Stock exercisable at $0.484 per share were issued to Spartan Capital Securities LLC. Approximately $163,000 of the loan proceeds were utilized to retire a small business loan originally in the principal amount of $150,000. The Investor Note will only become convertible into Common Stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. The Company granted a security interest in all of its assets to the Investor as collateral for its obligations under the Investor Note pursuant to a Security Agreement in the form set forth in exhibit 10.4 (the "Security Agreement"). In addition, the Company's subsidiaries guaranteed the obligations of the Company under the Investor Note pursuant to a Subsidiary Guarantee in the form set forth in exhibit 10.5 (the "Subsidiary Guarantee") and granted a first lien security interest in all of their assets to the Investor as additional collateral pursuant to the Security Agreement. All securities sold in the above described transaction contain certain piggy-back registration rights. For additional information on the terms of this transaction, reference is made to the exhibits filed to this Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information required in this item 3.02 can be found under item 1.01 above and such information is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits

The following exhibits are filed herewith this Form 8-K:

Exhibit No. Description



10.1          Stock Purchase Agreement dated as of December 30, 2022
10.2          Investor Note   (included as Annex A to exhibit 10.1)
10.3          Investor Warrant   (included as Annex B to exhibit 10.1)
10.4          Subsidiary Guarantee   (included as Annex D to exhibit 10.1)
10.5          Security Agreement   (included as Annex E to exhibit 10.1)
104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

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