Notice of Delisting or Failure to Satisfy a Continued Listing Rule or




As more fully described
under Item 4.02 below, the Audit Committee of the Company and its prior independent public accountant, determined that it is necessary
to file Form 10-K/A No. 2 to amend various financial information in the Company’s annual report with respect to the audited financial
statements for the fiscal years ending December 31, 2021 and 2020 and the quarterly information pertaining to those fiscal years. The
aforementioned amended annual report caused the Company to be delinquent with the filing of its Form 10-Q for the quarter ended September
30, 2022. It is anticipated that this Form 10-Q will be filed by the Company on or before December 8, 2022.



On November 25, 2022,

re ceived a deficiency
notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of
its noncompliance with the Nasdaq Listing Rule 5250 (c)(1) for continued listing due to its failure to file its Form 10-Q for the period
ended September 30, 2022. Under Nasdaq’s Rules, the Company has 60 calendar days to submit a plan to regain compliance. It is anticipated
that the Form 10-Q will be filed by the Company on or about December 8, 2022.


Section 4 –
Matters Related to Accountants and Financial Statements


Item 4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review


(a)(1) and (2) On November 28, 2022, the Audit
Committee of Mobiquity Technologies, Inc.’s board of directors determined that its Form 10-K/A filed on May 23, 2022, which included
the audited consolidated financial statements for the years ended December 31, 2020 and 2021, could no longer be relied upon because the
year ended December 31, 2020 overstated its net loss by approximately $3,287,000 primarily as a result of the erroneous recording of various
non-cash expenses. At December 31, 2020, the Company reported additional paid in capital of $184,586,420, accumulated deficit of $186,168,926
and stockholders’ equity of $2,886,685. As a result of the erroneously recorded non-cash expenses, a reduction to paid-in capital
and accumulated deficit of $2,057,415 will result in a restated additional paid-in capital balance of $182,529,005 and a restated accumulated
deficit balance of $184,111,511, with total stockholders’ equity remaining unchanged at $2,886,685 at December 31, 2020. For the
year ended December 31, 2020, the Company’s net loss will be reduced from $15,032,404 (with a net loss per share of $5.92) to $11,745,835
(with a net loss per share of $4.63). The Company also determined that the fiscal 2021 consolidated financial statements included similar
erroneously recorded non-cash expenses aggregating to approximately $1,031,000 for the nine months ended September 30, 2021.


The Company has notified its prior and current
independent auditors of the need to file a Form 10-K/A No. 2 with new audited consolidated financial statements for the years ended December
31, 2021 and 2020 to correct the errors that resulted in an overstatement of net loss in both years.




As a result of errors identified prior to the
filing of the Company’s March 31, 2022 Form 10-Q, the Company filed a restated and amended Form 10-K/A for the year ended December
31, 2021. During the subsequent review of the Company’s quarterly consolidated financial statements for June 30, 2022, similar errors
were noted for the three and six month periods ended June 30, 2021. As a result, the Company included a footnote in their consolidated
financial statements for June 30, 2022 disclosing the effects of the errors on the 2021 consolidated financial statements, as well as
restated the 2021 consolidated financial statements, with the Form 10-Q for the three and six months ended June 30, 2022.









For the quarter ended September 30, 2022, the
Company noted that transactions addressed in the 2021 restated 10-K and the Q2 2022 Form 10-Q also have a material quantitative effect
on other quarters within fiscal 2021 as well as 2020. The Company performed an analysis in accordance with ASC 250-10-S99 (aka SAB 99)
to determine if the effects of these errors were quantitatively material and thus did require the Company to further restate, amend and
refile any or all of its quarterly 10-Q filings and annual 10-K filings for 2020 and 2021.


The transactions in
question are as follows:



During 2020 and 2021, certain holders of the Company’s convertible debt converted debt principal
into shares of common stock, or the Company sold shares of its stock for cash. For certain of these transactions, the Company recorded
a “loss on sale of stock" representing the difference in the per share sale or conversion price of the stock and the per share
market value of the stock at the date of the transactions. For these types of transactions, the Company should not have recorded any gain
or loss for the difference in the per share issuance price and market value. The converted or sold value should be netted against the
debt amount settled at original conversion terms, or cash received, with the offset recorded to additional paid-in capital.



During Q2 2019, the Company granted a total of 23 million warrant shares to three individuals which vest
over a graded two-year period. The Company had been expensing, upon each vesting date, the fair value of the vested options in increments
associated with the number of shares vested as opposed to recognizing the expense straight-line over the entire vesting period for each
vesting tranche. This resulted in significant differences in the timing of stock-based compensation recognition on a quarterly basis.



The Company had warrants outstanding at December 31, 2019 that were issued in conjunction with its AAA
Preferred Stock (the "AAA warrants”). In early 2020, the warrant holders exercised 11,755,200 warrant shares. The Company proceeded
to record "warrant expense" for the fair value of the warrants on the date they were exercised. Per generally accepted accounting
principles, the accounting for such warrants should be done as of their grant date, not their exercise date. When warrants are exercised
for cash under the original terms of the warrant agreement, assuming they are classified as equity when issued, the Company should record
common stock and additional paid-in capital only for the amount of proceeds received. In addition to the AAA warrants, certain warrants
were exercised by two non-affiliated individuals. The Company subsequently issued additional common shares to the non-affiliated individuals
under the warrant exercises based on a lower strike price, resulting in additional shares issued to the warrant holders. Any value associated
with the modification of the warrant terms would be considered a deemed dividend and reflected within stockholders’ equity and not
to other expense.



During 2021, several debt holders received shares of common stock or an “equity kicker” in connection with the issuance
of short-term promissory notes. The estimated value of the shares issued was reflected on the consolidated statements of operations as
“loss on sale of stock". This should be presented as interest expense since the shares were issued with short-term promissory











The Company has notified its previous auditor,
BF Borgers CPA PC, of the need to amend its Form 10-K/A for the fiscal year ended December 31, 2021 with newly issued audited financial
statements for the years ended December 31, 2021 and 2020. It is the intention of the Company that the Form 10-K/A No. 2 will contain
in the notes to consolidated financial statements condensed quarterly balance sheets, statements of operation and statements of cash flows
to correct quarterly information for the periods ended March 31, 2021 and 2020, June 30, 2021 and 2020 and September 30, 2021 and 2020.
Accordingly, the quarterly reports for these periods cannot be relied upon and will be superseded and/or supplemented by the information
contained in the aforementioned Form 10-K/A No. 2. It should be noted that in the opinion of management:




None of the transactions involve misstatements of cash or other assets. All transactions are of a non-cash nature.






None of the transactions involve revenue recognition or gross profit.






The Company is a single reporting unit, thus the transactions do not involve an individual segment.






The misstatements do not affect compliance with regulatory requirements.






None of the transactions affect debt covenants.






The misstatements do not have an effect on management’s compensation.






The misstatements do not involve concealment of any unlawful transaction.






The net effects of restating the financials would result in a reduction in net loss as opposed to a reduction in income, except for
the first quarters of 2020 and 2021.






The net effect on equity is $0 for each quarter
and annual period affected, and no other area of the balance sheet is affected.






The annual consolidated financial statements
of the Company, and its Form 10-K, for fiscal 2021 was previously restated and amended with the SEC and incorporate the correction of
the majority of these items for the annual 2021 period.


The Company plans to restate certain financial
information contained in its Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 for the impact of correcting the aforementioned
errors in its Form 10-Q for the nine months ended September 30, 2022.


(a)(3) The audit committee of the board of
directors notified BF Borgers CPA PC of the need to discuss the issues contained in this Form 8-K with said committee. On November 22,
2022, BF Borgers CPA PC agreed to review the Form 10-K/A No. 2 and on November 28, 2022, it approved the filing of both this Form 8-K
and the amended annual report.




Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: November 30, 2022








  /s/ Dean L. Julia                                                   


Dean L. Julia, Chief Executive Officer










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