U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 24, 2016 (March 23, 2016)

 

Mobiquity Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

New York

(State or jurisdiction of incorporation or organization)

 

000-51160

(Commission File Number)

 

11-3427886

(I.R.S. Employer Identification Number)

 

600 Old Country Road, Suite 541, Garden City, NY 11530

(Address of principal executive offices (Zip Code)

 

Registrant's telephone number: (516) 256-7766

 

                                                                                             

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 

 

 

 

     
 

 

Item 5.07.     Submission of Matters to a Vote of Security Holders

 

On March 23, 2016, a Special Meeting of Stockholders was held to consider and vote upon the following proposals:

 

1. To approve an amendment of the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 200,000,000 shares, $.0001 par value to 500,000,000 shares, $.0001 par value.

 

2. To ratify, adopt and approve our 2016 Employee Compensation and Benefit Plan covering 10,000,000 shares.

 

At the Stockholder Meeting, each proposal passed. There were 54,616,575 shares present in person or by proxy. Proposal 1 passed by a vote of 50,479,977 shares in favor and 4,136,598 shares against. Proposal 2 passed by a vote of 30,147,279 shares in favor, 10,832,009 against and broker non-votes of 13,637,287.

 

Item 9.01.     Financial Statements and Exhibits.

 

  Exhibit Description
     
3.1 Amendment to Certificate of Incorporation. (Filed herewith.)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  MOBIQUITY TECHNOLOGIES, INC.
   
Dated: March 24, 2016 By:  /s/ Dean L. Julia
    Dean L. Julia, Co-Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

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 200,000,000 common shares at $.0001 par value. The corporation shall add 300,000,000 common shares at a $.0001 par value for a total of 500,000,000 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 five-hundred five million (505,000,000), of which five-hundred million (500,000,000) shares, par value of one-tenth of a mil ($.0001) each, amounting in the aggregate to fifty thousand ($50,000) dollars, shall be common stock and of which five million (5,000,000) shares, par value of one-tenth of a mil ($.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 March 23, 2016 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:

 

 

Dated: March 23, 2016 MOBIQUITY TECHNOLOGIES, INC.
   
  By:  /s/ Dean L. Julia
    Dean L. Julia, Co-CEO
     
     
  By: /s/ Michael D. Trepeta
    Michael D. Trepeta, Co-CEO