S-1/A: Mobiquity Technologies Amends S-1 Filing for Resale of 2.8 Million Common Shares Amidst Mounting Losses and Going Concern Doubt

Mobiquity Technologies, Inc. filed an Amendment No. 1 to its S-1 Registration Statement, primarily for the resale of 2,800,000 shares of common stock by selling stockholders, including shares related to a $4 million equity line of credit agreement, as the company continues to report significant operating losses and a going concern warning.

Summary

• The filing is an Amendment No. 1 to the S-1 Registration Statement for Mobiquity Technologies, Inc., primarily for the potential offer and resale of 2,800,000 shares of common stock by identified Selling Stockholders.
• This includes 2,774,193 shares issuable under a $4,000,000 Equity Line of Credit (ELOC) Purchase Agreement with ClearThink Capital Partners, LLC, dated June 30, 2025, and 25,807 shares issued to Craft Capital Management, LLC, the finder for the ELOC transaction.
• The company will not receive any proceeds from the sale of these shares by the Selling Stockholders.
• Mobiquity Technologies is an advertising technology, data compliance, and intelligence company operating through three proprietary software platforms: Advertising Technology Operating System (ATOS Platform), Data Intelligence Platform, and Publisher Platform for Monetization and Compliance.
• The company is focusing on developing a gateway into Casinos, Gaming, Big Data, AI, and AdTech through a strategic relationship with Context Networks and partnerships like River City Amusements.
• An initial Wisconsin deployment with River City Amusements spans 38 venues with over 150 digital screens, expected to grow to over 70 venues with more than 340 screens.
• The company reported a net loss of $2,295,987 for the three months ended March 31, 2025, a significant increase from a net loss of $1,042,260 for the same period in 2024.
• Net cash used in operating activities was $1,318,996 for Q1 2025, compared to $601,762 for Q1 2024.
• Revenues decreased sharply to $12,613 for Q1 2025 from $263,282 in Q1 2024, primarily due to the absence of political advertising revenue and a strategic shift.
• Gross profit turned into a loss of $(18,855) in Q1 2025, compared to a profit of $52,013 in Q1 2024.
• Operating expenses increased to $2,126,599 for Q1 2025 from $1,101,111 in Q1 2024, mainly due to non-cash professional fees and salaries.
• As of March 31, 2025, the company had an accumulated deficit of $227,929,508 and a working capital deficit of $1,673,867.
• The company's common stock was delisted from the Nasdaq Capital Market in December 2023 for failure to meet listing requirements and now trades on OTCQB under the symbol MOBQ.
• The last reported sale price of common stock on the Nasdaq Capital Market on July 30, 2025, was $1.35 per share.
• The company's auditor has included an explanatory paragraph relating to its ability to continue as a going concern for the past several fiscal years due to historical recurring losses and negative cash flows.

Sentiment

Score: 3

Explanation: The company faces severe financial distress, evidenced by recurring and increasing net losses, negative cash flows from operations, a substantial accumulated deficit, and a significant working capital deficit. The auditor's going concern opinion highlights the high risk of business failure. Recent revenue decline is alarming, and while strategic initiatives in gaming ad-tech are noted, their impact is yet to be seen and the company's ability to execute is hampered by its financial state. The reliance on highly dilutive equity financing and high-interest debt, coupled with the delisting from Nasdaq and penny stock status, indicates a precarious financial position and limited investor confidence. The high concentration of revenue from a few customers and ongoing litigation further add to the risk profile.

Positives

• The company is strategically expanding into the casino and gaming vertical through partnerships with Context Networks and River City Amusements, deploying digital advertising directly on gaming machines and digital signage.
• The initial Wisconsin deployment with River City Amusements spans 38 venues with over 150 digital screens, with an expectation to grow to over 70 venues with more than 340 screens.
• Platforms are designed for big data-driven targeting, enabling advertisers to fine-tune messages with measurable return on investment through geo-targeting and user behavior tracking.
• Management believes the strategic partnership with Context Networks will have a significant favorable impact on results of operations in fiscal 2025 and beyond, with Context Networks' internal estimates suggesting annual gross revenue potential from programmatic advertising across 1,000 slot machines could exceed $20 million for all participants.
• The company completed a strategic expansion of its alliance with Context Networks in February 2025, establishing minority ownership stakes and reinforcing a shared vision for innovation in casino advertising technology.
• New features and enhancements to the advertising platform are being developed, which are expected to contribute to increased revenue opportunities in the second half of 2025 and beyond.
• The company has implemented policies to assess, identify, and manage cybersecurity risks, with most information stored on Amazon Web Services platforms, and is not aware of any material security breaches to date.

Negatives

• The company has a history of operating losses and significant cash flow deficits, with an accumulated deficit of $227,929,508 as of March 31, 2025.
• The net loss for the three months ended March 31, 2025, increased significantly to $2,295,987 from $1,042,260 in the same period of 2024.
• Net cash used in operating activities more than doubled to $1,318,996 for Q1 2025 compared to $601,762 for Q1 2024, indicating increased cash burn.
• Revenues decreased drastically to $12,613 for Q1 2025 from $263,282 in Q1 2024, primarily due to the absence of political advertising revenue.
• Gross profit turned into a loss of $(18,855) in Q1 2025, compared to a profit of $52,013 in Q1 2024, with cost of revenues at 249% of revenues in Q1 2025.
• Operating expenses increased by over $1 million to $2,126,599 in Q1 2025 compared to $1,101,111 in Q1 2024, driven by non-cash professional fees and salaries.
• The company had a working capital deficit of $1,673,867 at March 31, 2025.
• The auditor has included an explanatory paragraph relating to the company's ability to continue as a going concern for the past several fiscal years.
• The common stock was delisted from the Nasdaq Capital Market in December 2023 and now trades on OTCQB, subjecting it to 'penny stock rules' which can limit liquidity and investor interest.
• The company relies substantially on a limited number of customers for a significant percentage of its sales (58% and 73% from two customers in 2024 and 2023, respectively), and these contracts can be terminated with minimal notice.
• The company does not intend to pay dividends for the foreseeable future, meaning investors must rely on stock appreciation for returns.
• Identified significant deficiencies in internal control over financial reporting in prior years, which, if not corrected, could result in material misstatements, and remediation efforts are ongoing and subject to available financing.
• Principal stockholders, directors, and executive officers beneficially own approximately 46% of outstanding common stock, which could delay or prevent a change in corporate control.

Risks

• The company's history of operating losses and negative cash flows raises substantial doubt about its ability to continue as a going concern.
• Inability to secure additional financing on satisfactory terms could lead to the termination of business operations.
• Future equity issuances to raise funds will dilute existing shareholders' equity interest.
• Forecasting revenue is difficult due to significant capital commitments, integration needs, and long sales cycles for clients, leading to potential revenue and stock price fluctuations.
• Reliance on third-party data suppliers means the company could suffer material adverse consequences if suppliers withhold data or fail to meet data quality standards.
• Business practices related to data and consumer protection could lead to liabilities or reputational harm due to evolving governmental regulations (e.g., GDPR, CCPA) and industry standards.
• A significant breach of confidentiality or security of information could be detrimental to the business, reputation, and results of operations.
• Significant system disruptions, loss of data center capacity, or interruption of telecommunication links could adversely affect business and financial results.
• Failure to adapt to rapid technological developments or industry trends could harm the business and competitiveness.
• Proprietary technology and associated business processes may contain undetected errors, defects, or bugs, limiting service provision and diminishing product attractiveness.
• Failure to protect intellectual property or claims of infringement by third parties could lead to competitive injury, substantial costs, and business disruption.
• Intense and growing competition, including from larger companies with greater resources, could result in reduced sales, reduced operating margins, and limited market share.
• Failure to meet client expectations in contracts may result in unprofitable engagements and future rejection of products and services.
• The market for programmatic advertising campaigns is relatively new and evolving; slower or different development than expected could adversely affect growth prospects.
• Failure to maintain and grow the customer base on the platform may negatively impact revenue and business.
• Substantial reliance on a limited number of customers for a significant percentage of sales creates a concentration risk.
• Failure to innovate and make the right investment decisions in offerings and platform may lead to loss of advertisers and publishers.
• Inability to detect advertising fraud could harm reputation and ability to execute the business plan.
• Loss of advertising agencies as customers and referral sources could significantly harm business, operating results, and financial condition.
• Changes in consumer sentiment or laws, rules, or regulations regarding tracking technologies and privacy could materially adversely affect revenue generation.
• Evolving government regulation of the Internet, e-commerce, and m-commerce could impede growth or lead to non-compliance liabilities.
• May be required to invest significant upfront capital in projects that may not be recovered, harming financial condition.
• Subject to payment-related risks; if customers do not pay or dispute invoices, the business could be adversely affected.
• Default on credit obligations could interrupt operations and adversely affect the ability to fund operations.
• Failure to recruit or the loss of management and highly trained and qualified personnel could adversely affect operations.
• There is no assurance that third-party vendors' and service providers' cybersecurity risk management processes will be effective.
• The common stock is subject to 'penny stock rules,' making it difficult to resell and limiting liquidity.
• The market price of common stock is likely to remain highly volatile due to factors including a limited public float.
• Future sales of common stock by management and other stockholders may have an adverse effect on the prevailing market price.
• Significant deficiencies in internal control over financial reporting, if not corrected, could result in material misstatements of financial statements.
• Principal stockholders, directors, and executive officers have a material level of control, which could delay or prevent a change in corporate control.
• The certificate of incorporation grants the board of directors authority to issue new series of preferred stock without further shareholder approval, which could adversely affect the rights of common stockholders.
• As a public company, the company is subject to complex legal and accounting requirements that will require significant expenses and expose it to risk of non-compliance.
• Certain provisions of the certificate of incorporation, bylaws, and New York law make it more difficult for a third party to acquire the company.
• The sales practice requirements of the Financial Industry Regulatory Authority (FINRA) may limit a stockholder's ability to buy and sell the common stock.
• An ongoing lawsuit by a former Co-CEO and director, Michael Trepeta, claims not less than $2.5 million in damages, with an uncertain outcome.

Future Outlook

Management believes the strategic partnership with Context Networks will significantly and favorably impact results of operations in fiscal 2025 and beyond. The company plans to expand its sales and support team to drive revenue growth, particularly by capitalizing on its evolving relationship with Context Networks and the broader casino and gaming vertical. New features and enhancements to the advertising platform are expected to contribute to increased revenue opportunities in the second half of 2025 and beyond. The initial Wisconsin deployment with River City Amusements is projected to expand to over 70 venues with more than 340 screens. The company intends to utilize all available funds and future earnings for business development.

Management Comments

• Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern.
• We can provide no assurances that our operations will generate consistent or predictable revenue or be profitable in the foreseeable future.
• We cannot predict our future capital needs with precision, and we may not be able to secure additional financing on terms satisfactory to us, if at all, which could lead to termination of our business.
• We believe that our competitors product offerings do not provide the end-to-end solutions our product solutions do, and their minimum fees are substantially higher than ours for a comparative suite of solutions.
• Management believes that the aforementioned strategic partnership with Context Networks will have a significant favorable impact on our results of operations in fiscal 2025 and beyond.
• We believe that by combining Context's innovation in gaming-specific advertising with Mobiquity's programmatic expertise, we are creating a first-of-its-kind platform that: Brings programmatic precision into the gaming industry with unmatched targeting and real-time delivery; Establishes a scalable marketplace that connects advertisers and publishers seamlessly across gaming and digital environments; Sets the stage for expansion beyond gaming into broader programmatic opportunities, positioning us as a future leader in the space.
• This strategic alliance isn't just about disrupting the gaming industry, it's about building a tech-driven platform that could rival current industry leaders in its reach and impact.
• Our CTO is responsible for assessing and managing cybersecurity risks. Our CTO has cybersecurity expertise.
• We have no formal cybersecurity policies and processes in place; however, the Board and management believe cybersecurity represents an important component of our overall approach to risk management and oversight.
• Our company is not aware of any material security breach to date.
• The Company believes the claims [in Michael Trepeta lawsuit] lack merit and it intends to vigorously defend same.

Industry Context

Mobiquity Technologies operates within the rapidly evolving programmatic advertising industry, which is characterized by automated buying and selling of digital ad space. This market is experiencing significant growth, with global programmatic ad spend estimated at $595 billion in 2024 and projected to exceed $800 billion by 2028. The company positions itself at the intersection of four high-growth sectors: Casino/Slots Gaming, AI & Big Data, AdTech, and Retail Media, aiming to transform how advertising reaches consumers in high-engagement physical environments. The industry faces challenges from rapid technological change, evolving customer needs, intense competition, and increasing scrutiny over data privacy and advertising fraud, necessitating continuous innovation and adaptation to new regulations like GDPR and CCPA.

Comparison to Industry Standards

• The company believes its proprietary product offerings provide more end-to-end solutions compared to competitors like LiveRamp, The TradeDesk, and OneTrust, and that its minimum fees are substantially lower for a comparative suite of solutions.
• Context Networks' internal estimates suggest that programmatic advertising across 1,000 slot machines could generate over $20 million in annual gross revenue for all participants, indicating a significant market opportunity within the gaming sector that Mobiquity is targeting.

Corporate Governance

Legal Proceedings

• Michael Trepeta, a former Co-CEO and director, filed a lawsuit against the company and its subsidiary, Mobiquity Networks, in April 2023 in the New York State Supreme Court, Nassau County.
• The claims allege fraudulent inducement into a Separation Agreement and Release (April 2017), breach of employment agreement, breach of covenant of good faith and fair dealing, and breach of fiduciary duty.
• Mr. Trepeta is claiming not less than $2.5 million in damages.
• The company believes the claims lack merit and intends to vigorously defend the lawsuit.
• The company's motion to dismiss Mr. Trepeta's action was granted in December 2023, but Mr. Trepeta filed a notice of appeal on January 8, 2024.
• Due to uncertainties inherent in litigation, the company cannot predict the outcome of this matter at this time.

Related Party Transactions

• Dr. Gene Salkind (Board Chairman) and his relative provided loans totaling $250,000 in February, June, and July 2024, which were converted into 523,000 shares of common stock at $0.50 per share on December 30, 2024.
• The company's corporate attorney provided multiple loans in 2024, some for cash and some for cancellation of invoices, which were subsequently converted into common stock or repaid by December 31, 2024.
• During Q1 2025, the corporate attorney converted $30,000 of debt and original issue discount (OID) into 17,143 shares of common stock.
• Dr. Gene Salkind received 150,000 shares of restricted common stock valued at $103,500 for business consulting services in October 2023.
• Dean Julia (CEO) and another director each received 3,333 shares of restricted common stock for director services in April 2023.
• Gene Salkind received 2,000 shares of common stock as payment for accrued and unpaid interest of approximately $5,000 in April 2023.
• Legal counsel received 4,791 shares of restricted common stock as payment for accrued and unpaid services valued at $12,000 in April 2023.
• Series G Preferred Shareholders, including Dr. Gene Salkind and associated parties, invested $1,503,495 into Series G Preferred Stock in November 2023, which included the conversion of a $300,000 loan and $3,495 in accrued interest from the Salkind October 2023 Loan.
• Series G Preferred Shareholders exchanged their Series G into Series H Preferred Stock in December 2023.
• The company's legal counsel exchanged $33,000 owed for 16,500 shares of Series H Preferred Stock in December 2023.
• Executive officers (Dean L. Julia, Paul Bauersfeld, Sean Trepeta, Deepanker Katyal, Sean J. McDonnell) have employment agreements detailing salaries, bonuses, and equity awards.
• Directors receive $1,000 per month for serving on the board and any committees.

Stakeholder Impact

• Shareholders face significant dilution risk from ongoing equity raises and conversions, particularly from the Equity Line of Credit (ELOC) and convertible notes, which are being issued at prices below the current market price.
• The company's delisting from Nasdaq and current 'penny stock' status on OTCQB severely limit liquidity and investment appeal for shareholders, making it difficult to sell shares.
• The auditor's 'going concern' opinion indicates a substantial risk of business failure, posing a high risk of capital loss for investors.
• Employees and consultants have faced past salary reductions due to working capital needs, and current liabilities include $754,944 owed to them, indicating potential instability in compensation and job security.
• Customers face concentration risk, as two customers accounted for 58% and 73% of revenues in 2024 and 2023, respectively, and contracts can be terminated with minimal notice, potentially impacting service continuity if a major customer departs.
• Creditors are exposed to high financial risk, as evidenced by the company's high weighted average interest rate on short-term borrowings (52% at March 31, 2025) and frequent reliance on debt conversions and issuances, suggesting difficulty in meeting financial obligations.

Next Steps

• Expand sales and support team to drive revenue growth, with a particular focus on the casino and gaming vertical.
• Capitalize on the evolving strategic relationship with Context Networks.
• Onboard publishers across web, mobile, application, and Connected TV (CTV) environments using the newly introduced Publisher Platform.
• Target advertising agencies, brands, publishers, and Supply-Side Platform (SSP) operators to grow both the demand and supply sides of the ATOS platform.
• Leverage proprietary data and artificial intelligence capabilities through MobiExchange for enhanced precision targeting and campaign optimization.
• Continue to refine and improve internal control processes over financial reporting, subject to available financing.
• Vigorously defend against the ongoing lawsuit filed by former Co-CEO Michael Trepeta.
• Seek out additional equity and/or debt financing to meet financial obligations and sustain operations.
• Continue to explore and execute prospective partnering, distribution, and acquisition opportunities.
• Identify unique market opportunities that represent potential positive short-term cash flow.

Key Dates

Recommendation

The company is in a highly precarious financial position, marked by escalating net losses, negative cash flows, a substantial accumulated deficit, and a working capital deficit, all of which have led its auditor to issue a 'going concern' warning. The drastic 95% decline in Q1 2025 revenues year-over-year, coupled with a negative gross profit margin, indicates severe operational distress. While strategic initiatives in the gaming ad-tech sector are highlighted, the company's ability to execute these plans is severely hampered by its financial instability and reliance on highly dilutive and expensive financing. The delisting from Nasdaq and 'penny stock' status further erode investor confidence and liquidity. Given the significant financial deterioration, high operational risks, and ongoing dilution, the stock presents an extremely unfavorable risk-reward profile for investors.

Keywords

Advertising Technology, AdTech, Programmatic Advertising, Data Intelligence, Data Compliance, Gaming Industry, Casino Advertising, AI, Machine Learning, Digital Advertising, Retail Media, SEC Filing, S-1/A, Equity Line of Credit, ClearThink Capital, Going Concern, Operating Losses, OTC Markets, MOBQ