Mobiquity Technologies, Inc. (OTCMKTS:MOBQ) Files An 8-K Other Events

Item 8.01 Other Events

Mobiquity Technologies, Inc., a New York corporation (OTCQB:
MOBQ). Through its wholly-owned subsidiary, Mobiquity Networks,
Inc. has evolved and grown from a mobile advertising technology
company focused on Driving Awareness and Foot-traffic throughout
its indoor mall-based beacon network, into a next generation
mobile location data and marketing company. The Company provides
precise unique, at-scale location based data and insights on
consumers real world behavior and trends for use in marketing and
research. With our combined exclusive data sets of shopping
malls, premium outlets and cinemas beacon data, and first party
location data via our advanced Software Development Kit (SDK)
utilizing multiple geo-location technologies; Mobiquity Networks
provides one of the most accurate and scaled solution for mobile
data collection and analysis This should create several
additional revenue streams, including, but not limited to; Push
Notification Campaigns, Re-targeting Campaigns, Data Provision,
Audience Profiles, Attribution Reporting and Custom Research. The
Company is also attempting to lower expenses by renegotiating
certain Mall Developer Agreements, including its Agreement with
the Macerich Partnership, LP, which was terminated December 31,
2016.

Item 1.01 Entry into Material Definitive
Agreement

On February 28, 2017, the Company entered into an agreement with
a two non-affiliated persons to provide $1.6 million of short
term secured debt financing in three monthly tranches. The
Company will issue in connection with each tranche, a six-month
secured convertible promissory note. In connection with this
transaction, the Company agreed to issue an origination fee of
1,600,000 shares of restricted common stock. Alexander Capital
L.P. acted as Placement Agent and Advisor for this transaction. A
copy of the convertible promissory note is filed as an exhibit
hereto as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity
Securities

The Company is reporting that all of its Series AA preferred
stock and substantially all of its outstanding debt both secured
and unsecured (approximately $14.5 million) have been converted
into equity securities of the Company as outlined below. It
should be noted that the capital transactions below were based on
a premium to the average closing sale price of $0.045 per share
during the 60 day period prior to February 08, 2017.

As of the filing date of this Form 8-K, the Company has
outstanding 171,901,770 shares of common stock, 1,142,538 shares
of newly designated Series AAA preferred stock and $500,000 of
convertible notes. The convertible notes consist of $100,000 of
secured notes and $400,000 of unsecured notes. Of the 1,142,538
shares of Series AAA preferred stock outstanding, 240,000 Series
AA preferred stock with an original cost basis of $2.4 million
were converted into Series AAA preferred stock. The remaining
902,538 shares of Series AAA preferred stock were issued in
exchange for the conversion of principal and accrued interest of
approximately $9,025,380 of unsecured debt. The terms of the
Series AAA preferred stock can be summarized as follows:

The price of each preferred share may be convertible into common
stock with an equivalent purchase price of $.10 per common share.
If the preferred shares are converted, the subscriber will then
receive 100% warrant coverage, with each warrant exercisable at
$.05 per share with a cash payment to the Company through the
close of business on December 31, 2019. The preferred shares have
no voting or other preferences except as required by law other
than the right of conversion described above and a liquidation
preference equal to $.01 per share.

Thomas Arnost, our Executive Vice Chairman, and another principal
stockholder agreed to convert letters of credit in the principal
amount of $2,700,000 and $372,000 of secured debt into shares of
common stock at the then marketing price of $.05 per share.
Accrued interest on these obligations were either previously
converted into our common stock or were upon conversion of the
principal, converted into common stock at the fair market value
of our common stock at each interest accrual date.

The Company also raised an additional $406,834 from the exercise
of outstanding warrants and new subscriptions. For these
transactions, the Company issued 8,136,680 shares of common
stock. Also, see item 1.01 above for a description of the sale of
common stock and convertible promissory notes.

Item 9.01. Financial Statements and Exhibits.

About Mobiquity Technologies, Inc. (OTCMKTS:MOBQ)

Mobiquity Technologies, Inc. owns and operates a national location-based mobile advertising network. The Company’s suite of location-based mobile advertising technologies allows clients to execute personalized and contextually relevant experiences, driving brand awareness and incremental revenue. The Company operates through two segments: Ace Marketing and Promotions, Inc. and Mobiquity Networks, Inc. Ace Marketing and Promotions, Inc. captures branding and branded merchandise. Mobiquity Networks, Inc. represents the Company’s Mobil marketing. The Company has installed its location-based mobile advertising solutions in approximately 295 retail destinations across the United States. The Company’s Mobiquity hardware solution is deployed in retail locations to create the Mobiquity network. Its Mobiquity Platform allows for the use of multiple sensory devices, such as Bluetooth, wireless fidelity (Wi-Fi), Near Field Communication and Quick Response Codes.

Mobiquity Technologies, Inc. (OTCMKTS:MOBQ) Recent Trading Information

Mobiquity Technologies, Inc. (OTCMKTS:MOBQ) closed its last trading session 00.000 at 0.133 with shares trading hands.