MOBQ 10-K & 10-Q changes, risk factors and insider trading
Mobiquity Technologies, Inc. (also MOBQW) · OTC · Services-Advertising · CIK 1084267 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our revenue declined significantly in 2025, and our future revenue may remain volatile.”
New heading “We may be required to record impairment charges related to capitalized software development costs.”
New heading “We are dependent on key strategic partnerships, including our relationship with Context Networks.”
New heading “Our expansion into casino and gaming-based advertising environments involves significant execution risk.”
New heading “Our artificial intelligence capabilities may not perform as expected.”
New heading “The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.”
New heading “Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.”
Removed heading “We in the past identified significant deficiencies in our internal control over financial reporting that, if not corrected, could result in material misstatements of our financial statements.”
Removed heading “Internal Controls Remediation Efforts”
Largest changes
“The limitation of liability in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.”see in full comparison
Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liabilitysee in full comparisonliabilityof a director to the corporation or its shareholders for breach of fiduciary duty as a director; provided that this provision may not eliminate the liability of a director (i) for acts or omissions in bad faith or which involve intentional misconduct or a knowingknowingviolation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts in violation of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable to the corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities of the corporation or (iv) the making of an improper loan to a director of the corporation. The limitation of liability in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
“During the past two years, we worked to remediate the deficiencies and material weaknesses in our internal controls. We have taken steps to enhance our internal control environment to improve and maintain effective internal control over financial reporting and changes in corporate governance. In this regard, the Company is in the process of adopting several corporate governance policies, and will expand on its 2021 established Audit Committee and other committees of the Board of Directors. …”see in full comparison
“We may be required to record impairment charges related to capitalized software development costs.”see in full comparison
“Our artificial intelligence capabilities may not perform as expected.”see in full comparison
“We have concluded that we had not maintained effective internal control over financial reporting through the three years ended December 31, 2022. The Company determined that it had deficiencies over financial statements recording in areas of recording revenue and expenses in proper cut-off as well as proper classification of accounts. Significant deficiencies and material weaknesses in our internal control could have a material adverse effect on us. …”see in full comparison
Full comparison: every changed paragraph (29)
An investmentInvesting in our securities
isCommon highly speculative,Stock involves a
high degree of riskrisk. Before investing in our Common Stock, you should carefully consider the risks described below, as well as the
other information in this Form 10-K, including our consolidated financial statements and shouldthe berelated madenotes. onlyIn byaddition, investorswe
may whoface canadditional affordrisks aand completeuncertainties loss.not currently known to us, or which as of the date of this registration statement we
might not consider significant, which may adversely affect our business. If any of the
following risks actually occurs, thenoccur, our business,
financial condition orand results of operations could be materially adversely affected,
affected. In such case, the trading price of our common stockCommon
Stock could decline,decline due to any of these risks or uncertainties, and you may lose allpart or partall of your investmentinvestment. therein. In addition to the risks outlined
below, risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations.
Potential risks and
uncertainties that could affect our operating results and financial condition include, without limitation, the following:
We have substantial
funds funds
since formation to support our transformation from an integrated marketing company to a technology company. Since we might be
unable to
generate recurring or predictable revenue or cash flow to fund our operations, we will likely need to seek additional
(perhaps substantial)
equity or debt financing even following this offering to provide the capital required to maintain or expand
our operations. We expect
that we will also need additional funding for developing products and services, increasing our sales and
marketing capabilities, and acquiring
complementary companies, technologies, and assets (there being no such acquisitions which we
have identified or are pursuing as of the
date of this ProspectusForm 10-K), as well as for working capital requirements and other operating and
general corporate purposes. 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. If we elect to raise additional
funds or additional funds are required, we may seek to
raise funds from time to time through public or private equity offerings,
debt financings or other financing alternatives. Additional
equity or debt financing may not be available on acceptable terms, if at
all. If we are unable to raise additional capital in sufficient
amounts or on terms acceptable to us, we will be prevented from
pursuing operational development and commercialization efforts and our
ability to generate revenues and achieve or sustain
profitability will be substantially harmed.
Our revenue declined significantly in 2025, and our future revenue may remain volatile.
Revenue for the year ended December 31, 2025 declined approximately 95% from the prior year. A significant portion of 2024 revenue was derived from political advertising activity that did not recur in 2025. In addition, our remaining recurring revenue base declined due to reduced customer activity and customer concentration. Political advertising revenue is cyclical and may not recur at comparable levels in future periods, and there can be no assurance that revenue from our software platforms, managed services arrangements, or strategic partnerships will offset prior declines. As a result, our operating results may continue to vary significantly from period to period.
We may be required to record impairment charges related to capitalized software development costs.
As of December 31, 2025, we carried approximately $2.5 million of capitalized software development costs. Because our current revenue is limited and future cash flows depend on successful commercialization and adoption of our platforms, changes in expected revenue growth, customer demand, implementation timing, or strategic priorities may indicate that the carrying value of these assets is not recoverable. If projected future cash flows do not support the carrying value of these assets, we may be required to record material impairment charges, which could adversely affect our results of operations and financial condition.
We are dependent on key strategic partnerships, including our relationship with Context Networks.
Our growth strategy is dependent, in part, on our strategic partnership with Context Networks and related distribution partners. If these relationships are terminated, delayed, or fail to scale as expected, our ability to generate revenue from emerging advertising channels could be materially adversely affected.
Our expansion into casino and gaming-based advertising environments involves significant execution risk.
We are pursuing growth opportunities in casino and gaming-based advertising environments, which represent an emerging market. There can be no assurance that advertisers will adopt this channel at scale, that casino operators will continue to support deployment, or that revenue will develop as anticipated. Failure of this market to mature could materially adversely affect our business.
Our artificial intelligence capabilities may not perform as expected.
Our platforms incorporate artificial intelligence and machine learning technologies. These technologies may not perform as expected, may produce inaccurate or suboptimal results, and require ongoing development. If our AI capabilities do not deliver measurable improvements, our competitive position and customer relationships may be adversely affected.
We compete in the data, marketing, and research business and in all other facets of our business against small, medium and large companies throughout the United States. Some examples include companies such as LiveRamp, The TradeDesk and OneTrust. If we are unable to successfully compete for new business our revenue growth and operating margins may decline. The market for our advertising and marketing technology operating system platform is competitive. 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. However, barriers to entry in our markets are relatively low. With the introduction of new technologies and market entrants, we expect competition to intensify in the future. Some of these competitors may be in a better position to develop new products and strategies that more quickly and effectively respond to changes in customer requirements in our markets. The introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. Our failure to meet a client’s expectations in any type of contract may result in an unprofitable engagement, which could adversely affect our operating results and result in future rejection of our products and services by current and prospective clients. Some of our principal competitors offer their products at a lower price, which may result in pricing pressures. These pricing pressures and increased competition generally could result in reduced sales, reduced margins or the failure of our product and service offerings to achieve or maintain more widespread market acceptance. Many of our competitors are substantially larger than we are and have significantly greater financial, technical, and marketing resources, and have established direct and indirect channels of distribution. As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can.
Many of our competitors are
substantially larger than we are and have significantly greater financial, technical, and marketing resources, and have established direct
and indirect channels of distribution. As a result, they are able to devote greater resources to the development, promotion and sale of
their products than we can.
Our cybersecurity program
is is
managed by our Chief Technology Officer. Most of the information generated and collected by us is stored and maintained by third-party
vendors and service providers, who have demonstrated their own cybersecurity protocols which our management believes to be adequate for
protecting our digital files in their possession. Our CTO is responsible for assessing and managing cybersecurity risks. Our CTO has cybersecurity
expertise. WeThe haveCompany nohas formalimplemented cybersecurity policiesprocesses appropriate for its size and complexity, though such processes inare place; however, the Board and management believe cybersecurity representscontinuing
an important component of our overall approach to risk management and oversight.evolve.
As of March 31,25, 2025,2026, we
have approximately 20 million25,363,869 shares of common stock outstanding. The possibility that substantial amounts of common stock and warrants
may be sold
in the public market may adversely affect prevailing market prices for our common stock and could impair our ability to raise capital
capital through the sale of our equity securities or impair our shareholders’ ability to sell on the open market. Additionally,
any substantial
increase of our shares that are eligible to be sold into the market in the near future could cause the market price of
our common shares
to drop significantly, even if our business is doing well.
We in the past identified
significant deficiencies in our internal control over financial reporting that, if not corrected, could result in material misstatements
of our financial statements.
We have concluded that we
had not maintained effective internal control over financial reporting through the three years ended December 31, 2022. The Company determined
that it had deficiencies over financial statements recording in areas of recording revenue and expenses in proper cut-off as well as proper
classification of accounts. Significant deficiencies and material weaknesses in our internal control could have a material adverse effect
on us. Due to these deficiencies, there is a reasonable possibility that a material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely basis. We are continuing to remediate these deficiencies and material
weaknesses. We are taking steps to enhance our internal control environment to establish and maintain effective disclosure and financial
controls and procedures, internal control over financial reporting and changes in corporate governance.
Internal Controls Remediation Efforts
During the past two years,
we worked to remediate the deficiencies and material weaknesses in our internal controls. We have taken steps to enhance our internal
control environment to improve and maintain effective internal control over financial reporting and changes in corporate governance. In
this regard, the Company is in the process of adopting several corporate governance policies, and will expand on its 2021 established
Audit Committee and other committees of the Board of Directors. The Audit Committee, as a priority, initiated the process of segregating
tasks and processes to ensure proper internal controls over financial reporting. The Company continues to refine and improve such processes
subject to available financing. In connection with this process the Company:
A material weakness in our
internal control over financial reporting could adversely impact our ability to provide timely and accurate financial information, and
to timely or accurately report our financial condition, results of operations or cash flows or maintain effective disclosure controls
and procedures. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and
procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, any one of which could adversely
affect our business prospects.
Our restated certificate of
incorporation, as amended, and by-laws and New York law contain provisions that are intended to deter coercive takeover practices and
inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers
to negotiate with our board of directors rather than to attempt a hostile takeover. In addition, provisions of our restated certificate
of incorporation, as amended, by-laws and New York law impose various procedural and other requirements, which could make it more
difficult for shareholders to effectaffect certain corporate actions. These provisions include, among others:
Our bylaws provideensure that we
will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated
to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that
these provisions are necessary to attract and retain qualified personspeople as directors and officers.
Section 402(b)
of the
BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary
liability liability
of a director to the corporation or its shareholders for breach of fiduciary duty as a director; provided that this provision
may not
eliminate the liability of a director (i) for acts or omissions in bad faith or which involve intentional misconduct or a
knowing knowing
violation of law, (ii) for any transaction from which the director receives an improper personal benefit or (iii) for any acts
in violation
of Section 719 of the BCL. Section 719 provides that a director who votes or concurs in a corporate action will be liable
to the
corporation for the benefit of its creditors and shareholders for any damages suffered as a result of an action approving (i) an
improper payment of a dividend, (ii) an improper redemption or purchase by the corporation of shares of the corporation, (iii) an
improper distribution of assets to shareholders after dissolution of the corporation without adequately providing for all known liabilities
of the corporation or (iv) the making of an improper loan to a director of the corporation. The limitation of liability in our bylaws
may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood
of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders.
Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions.
The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.
FINRA has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our Common Stock and could have an adverse effect on the market for and price of our Common Stock.
Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.
We may need to raise capital in the future to fund the development of our business. Any equity financing may have significant dilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, if obtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors may issue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or, if we do, whether it will be available to us.
The limitation of liability
in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also
reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit
to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these indemnification provisions.
Management's Discussion & Analysis (MD&A)
New heading “Strategic Positioning”
New heading “Data Intelligence Platform - MobiExchange”
Removed heading “Programmatic Advertising Platform”
Removed heading “Recent Issued Accounting Pronouncements”
Largest changes
“A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. …”see in full comparison
“The Company accounts for financial instruments at fair value, which as is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value:”see in full comparison
Full comparison: every changed paragraph (88)
The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Form 10-K. This section contains forward-looking statements that involve risks and uncertainties. These statements are based on current expectations and assumptions regarding future events and operating performance. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors including those described in “Risk Factors” elsewhere in this report.
The following discussion should be read in conjunction
with our consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-K. All statements contained herein
are not historical facts, including, but not limited to, statements regarding anticipated future capital requirements, our future plan
of operations, our ability to obtain debt, equity or other financing, and our ability to generate cash from operations, are based on current
expectations. These statements are forward-looking in nature and involve a number of risks and uncertainties that may cause the Company’s
actual results in future periods to differ materially from the forecasted results.
Mobiquity Technologies, Inc. is a next-generation advertising technology and data intelligence company focused on the programmatic advertising industry. The Company operates proprietary software platforms that enable advertisers, agencies, publishers and data owners to efficiently monetize digital advertising inventory, consumer data and audience insights.
Our technology ecosystem is built around three primary platform solutions:
These platforms provide integrated capabilities including programmatic advertising execution, AI-driven campaign optimization, audience data analytics, publisher monetization tools.
Management believes that combining advertising execution technology with data intelligence solutions positions the Company to participate in multiple segments of the digital advertising value chain.
We are a next-generation advertising technology,
data compliance and intelligence company which operates through our three proprietary software platforms in the programmatic advertising
industry.
Programmatic advertising refers to the automated buying and selling of digital advertising inventory using software, data and algorithms rather than manual negotiations between advertisers and publishers.
Programmatic technology allows advertisers to target audiences in real time using data signals such as location, behavioral insights and contextual information. The automation of media buying has made programmatic advertising one of the fastest-growing segments of the digital marketing industry.
Industry sources estimate global programmatic advertising spending exceeded $595 billion in 2024 and is expected to surpass $800 billion by 2028, with the United States representing the largest market.
The industry continues to evolve toward increased use of artificial intelligence, privacy-compliant data usage and vertically integrated platforms capable of executing campaigns across multiple channels.
Strategic Positioning
Our strategy is to provide a de-fragmented advertising technology ecosystem that allows advertisers, publishers and data providers to transact within a single integrated environment.
Traditional digital advertising stacks often require multiple vendors including demand-side platforms, data management platforms, fraud detection tools, analytics software and reporting platforms. Our platforms are designed to consolidate these capabilities into a unified operating system.
Additionally, through partnerships and integrations with companies such as Context Networks, the Company is expanding its presence in specialized digital advertising environments, including casino gaming networks and digital out-of-home (DOOH) media within gaming establishments.
Management believes this represents a differentiated opportunity as the Company participates in advertising networks deployed across casino environments, including slot machines, gaming floors, digital signage and hospitality venues.
Programmatic advertising refers to the automated
buying and selling of digital ad space. In contrast to manual advertising, which relies on human interaction and negotiation between publishers
and marketers, programmatic ad buying harnesses technology to purchase digital display space. This use of software and algorithms helps
streamline ad buying processes, which is why programmatic has become one of the most indispensable digital marketing tools worldwide.
In 2024, global programmatic ad spend reached an estimated 595 billion U.S. dollars, with spending set to surpass $800 billion by 2028.
The United States remains the leading programmatic advertising market worldwide.
Programmatic Advertising Platform
Our advertising technology operating system (or
ATOS) platform is a single-vendor end-to-end solution that blends artificial intelligence (or AI) and machine learning (or ML)-based optimization
technology that automatically serves advertising and manages digital advertising campaigns. Our ATOS platform engages with approximately
10 billion advertisement opportunities per day.
As an automated programmatic ecosystem, ATOS increases
speed and performance, by providing dynamic technology that scales in real-time. It is this proprietary cloud-based architecture that
keeps costs down and allows us to pass along savings to our customers. Also, by offering more of the features inherent in a digital advertising
campaign and removing the need for third-party integration of those features, we believe that our ATOS platform can be substantially more
time efficient and cost efficient than other Demand-Side Platforms (or DSPs). Our ATOS platform also decreases the effective cost basis
for users by integrating all the necessary capabilities at no additional cost as compared to the costs to outsource these capabilities
to one or more providers in a fragmented ecosystem. DSP and bidding technologies, AdCop™ Fraud Protection, rich media and ad serving,
attribution, reporting dashboard and DMP are all included in our ATOS platform.
DataThe IntelligenceATOS Platform
The Advertising Technology Operating System (“ATOS”) is our core programmatic advertising platform designed to automate the buying, selling, delivery, and measurement of digital advertising inventory across mobile, desktop, connected television (CTV), and other internet-connected devices.
ATOS incorporates artificial intelligence (“AI”) and machine learning (“ML”) technologies to optimize campaign performance, automate inventory management, and improve audience targeting.
Based on internal platform activity logs, ATOS processes approximately 10 billion advertising opportunities per day.
Key capabilities include:
The ATOS platform consists primarily of proprietary internally developed technology supplemented by certain open-source software components.
Data Intelligence Platform - MobiExchange
Our Data Intelligence Platform, marketed as MobiExchange, provides data ingestion, normalization, and analytics capabilities designed to transform large volumes of data into actionable insights for advertisers and enterprise clients.
The platform aggregates multiple forms of data including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange enables customers to analyze audiences, develop marketing insights, and build custom data products.
MobiExchange is offered primarily as a software-as-a-service (“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.
The platform is hosted on Amazon Web Services (AWS) infrastructure and supports scalable data processing and analytics workloads.
Our data intelligence platform provides precise
data and insights on consumer’s real-world behavior and trends for use in marketing and research. Our management believes, based
on our experience in the industry, that we provide one of the most accurate and scalable solutions for data collection and analysis, utilizing
multiple internally developed proprietary technologies.
We provide our data intelligence platform to our
customers on a managed services basis and also offer a self-service alternative through our MobiExchange product, which is a software-as-a-service
(or SaaS) fee model. MobiExchange is a data-focused technology solution that enables users to rapidly build actionable data and insights
for its own use. MobiExchange’s easy-to-use, self-service tools allow anyone to reduce the complex technical and financial barriers
typically associated with turning offline data, and other business data, into actionable digital products and services. MobiExchange provides
out-of-the box private labeling, flexible branding, content management, user management, user communications, subscriptions,
payment, invoices, reporting, gateways to third party platforms, and help desk, among other things.
CMOne Publisher Platform for(Formerly Monetization and ComplianceAdHere)
Our CMOne platform, formerly marketed as AdHere, is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving privacy regulations, and optimize advertising revenue.
CMOne represents an enhanced version of the original AdHere platform and incorporates expanded functionality including:
The platform addresses industry changes resulting from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data while monetizing digital inventory in a compliant manner.
Our content publisher platform is a single-vendor
ad tech operating system that allows publishers to better monetize their opt-in user data and advertising inventory. The platform includes
tools for: consent management, audience building, a direct advertising interface and inventory enhancement. Our publisher platform provides
content publishers the functionality to use its user identifier data to create inventories of profiled data segments and to target audiences
with advertising using that data, in a data privacy compliant manner.
The Company generates revenue primarily through two operating models:
Platform Licensing. Clients license one or more of our platforms on a SaaS or white-label basis and pay fees typically based on platform usage or a percentage of advertising spend.
Managed Services. Under managed services arrangements, we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.
Our customers include advertising agencies, brands, publishers, and other advertising technology companies.
Management’s strategy is focused on expanding adoption of the Company’s technology platforms while pursuing strategic partnerships that extend the reach of our advertising ecosystem.
Key areas of focus include:
Management believes these initiatives position the Company to capture opportunities across multiple segments of the rapidly expanding programmatic advertising industry.
We target publishers, brands, advertising agencies
and other advertising technology companies as our audience for our three platform products. Our sales and marketing strategy is focused
on providing a de-fragmented operating system that facilitates a considerably more efficient and effective way for advertisers and publishers
to transact with each other. Our goal is to become the programmatic display advertising industry standard for small and medium sized advertisers.
We generate revenue from our platforms through two verticals:
PreparingThe preparation of the Company’s
consolidated financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and thedisclosure disclosure
of contingent assets and liabilities at the date of the consolidated financial statements
and revenuesthe reported amounts of revenue and expenses during the reportedreporting periods.period. Actual
results could differ from thosesuch estimates, and those estimates may be material.estimates.
The Company operates in an industry that is subject
to intense competition and changes in consumer demand. The Company’s operations are subject to significant risksrisk and uncertainties
including financial and operational risks includingand the potential riskof ofoverall business failure.
The Company has experienced, and in the future
expects to continue to experience, variability in sales and net earnings. The factors expected to contribute to this variability include,
among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company
competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s
distributionservice of the product.offerings. These factors, among others, make it difficult to project the Company’s operating results on a consistent
basis.
The Company follows ASC 820, Fair Value Measurement, for financial assets and liabilities that are measured and reported at fair value. The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. The carrying amounts of accounts payable, accrued expenses, and amounts due to related party approximate fair value because of the nature of these instruments and their relatively short-term settlement characteristics.
The Company accounts for financial instruments
at fair value, which as is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit
price) in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable
and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect
certain market assumptions. There are three levels of inputs that may be used to measure fair value:
Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management.
The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued
expenses, and contract liabilities. On December 31, 2024, and 2023, the carrying amounts of these financial instruments approximated their
fair values due to the short-term nature of these instruments, or they are receivable or payable on demand. The fair value of the Company’s
debt approximates its carrying value based on current financing rates available to the Company and its short-term nature.
The Company does not have any other financial
or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments.
The Company generates revenue primarily from internet advertising, platform licensing, and managed services arrangements and recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
In applying ASC 606, the Company evaluates each arrangement using the following steps: identify the contract with the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations; and recognize revenue when or as the related performance obligations are satisfied.
The Company’s contracts generally contain a single performance obligation, or a series of substantially similar services treated as a single performance obligation. Revenue is recognized at the point in time or over time, as applicable, based on the nature of the promised services and the contractual terms.
The Company evaluates its role in arrangements with customers to determine whether it acts as a principal or an agent. In making this assessment, the Company considers whether it obtains control of the specified goods before they are transferred to the customer, including indicators such as (i) primary responsibility for fulfillment of the promise to provide the goods, (ii) inventory risk, if applicable, before or after transfer of the goods, and (iii) discretion in establishing prices. Based on this evaluation, the Company has concluded that it generally acts as a principal in its customer arrangements because it controls the services before they are transferred to customers. As a result, revenue is recognized on a gross basis, representing the amount billed to the customer. The Company reassesses principal versus agent conclusions when facts and circumstances change.
The transaction price is generally fixed and determinable at contract inception and is stated in the customer contract. The Company considers the effects of variable consideration, including discounts and other price concessions, and includes an estimate of such amounts in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the uncertainty is resolved, if applicable.
The Company typically invoices customers at or shortly after the time control of the products transfers to the customer. Payment terms are customary for the industry and generally range from 30 to 90 days. As a result, contracts with customers do not typically include a significant financing component. Contract assets are not significant, as the Company’s right to consideration is generally unconditional at the time of invoicing. Contract liabilities (deferred revenue) primarily relate to advance payments from customers and are recognized as revenue when the related performance obligations are satisfied.
What changed in the latest 10-Q
Risk Factors
Incorporated by reference are the risk factors contained in our Form 10-K for the fiscal year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Executive Overview”
New heading “Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025”
Removed heading “The Programmatic Advertising Industry”
Removed heading “Strategic Positioning”
Removed heading “Data Intelligence Platform - MobiExchange”
Removed heading “CMOne Publisher Platform (Formerly AdHere)”
Largest changes
“These integrated technologies create a closed-loop system that continuously collects performance data, refines predictive models, improves AI decision-making, and enhances future customer acquisition performance. Management believes this architecture enables the platform to become more intelligent over time as additional customer interactions generate new data signals.”see in full comparison
“Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025”see in full comparison
“CMOne serves as the AI decision layer within GrowthOS. The platform utilizes artificial intelligence and machine learning to determine customer targeting, messaging, timing, content generation, channel selection, and campaign optimization.”see in full comparison
Full comparison: every changed paragraph (97)
Recent Developments
During July 2026, the Company announced a strategic evolution of its business centered on GrowthOS™, its AI-powered customer acquisition operating system. Building upon years of experience in audience intelligence, location-based data, programmatic advertising, and campaign execution, the Company is expanding beyond traditional advertising technology to provide an integrated platform designed to automate and optimize customer acquisition.
Management believes customer acquisition has become increasingly complex as organizations rely on numerous disconnected technologies, including advertising platforms, customer relationship management systems, analytics tools, artificial intelligence applications, and marketing automation software. GrowthOS is designed to unify these capabilities within a single intelligent operating environment that continuously transforms data into customer intelligence, customer intelligence into AI-driven decisions, and those decisions into automated execution across customer acquisition channels.
GrowthOS is built upon three proprietary technology components:
These integrated technologies create a closed-loop system that continuously collects performance data, refines predictive models, improves AI decision-making, and enhances future customer acquisition performance. Management believes this architecture enables the platform to become more intelligent over time as additional customer interactions generate new data signals.
Unlike traditional advertising platforms that primarily generate advertising revenue, GrowthOS is designed to support multiple recurring and transaction-based revenue streams, including software subscriptions, platform licensing, managed services, AI-powered customer acquisition solutions, data intelligence, analytics, media execution, strategic partnerships, and enterprise integrations.
Management believes the Company's strategic transition positions Mobiquity at the intersection of several large and rapidly growing technology markets, including artificial intelligence, enterprise software, predictive analytics, decision intelligence, marketing automation, and customer acquisition technology.
Mobiquity Technologies, Inc. is an AI software and customer acquisition technology company that develops proprietary software designed to help enterprises identify, acquire, engage, and retain customers through intelligent automation.
The Company's proprietary GrowthOS™ platform combines customer intelligence, artificial intelligence, predictive analytics, and automated execution into a unified operating system that enables organizations to optimize customer acquisition throughout the customer lifecycle.
GrowthOS is built upon three integrated technology platforms:
Together, these technologies create an intelligent operating environment capable of continuously learning from customer interactions while improving acquisition efficiency through automation and machine learning.
Mobiquity Technologies, Inc. is a next-generation
advertising technology and data intelligence company focused on the programmatic advertising industry. The Company operates proprietary
software platforms that enable advertisers, agencies, publishers and data owners to efficiently monetize digital advertising inventory,
consumer data and audience insights.
Our technology ecosystem is built around three
primary platform solutions:
These platforms provide integrated capabilities
including programmatic advertising execution, AI-driven campaign optimization, audience data analytics, publisher monetization tools.
Management believes that combining advertising
execution technology with data intelligence solutions positions the Company to participate in multiple segments of the digital advertising
value chain.
The Programmatic Advertising Industry
Programmatic advertising refers to the automated
buying and selling of digital advertising inventory using software, data and algorithms rather than manual negotiations between advertisers
and publishers.
Programmatic technology allows advertisers to
target audiences in real time using data signals such as location, behavioral insights and contextual information. The automation of media
buying has made programmatic advertising one of the fastest-growing segments of the digital marketing industry.
Industry sources estimate global programmatic
advertising spending exceeded $595 billion in 2024 and is expected to surpass $800 billion by 2028, with the United States representing
the largest market.
The industry continues to evolve toward increased
use of artificial intelligence, privacy-compliant data usage and vertically integrated platforms capable of executing campaigns across
multiple channels.
Strategic Positioning
Our strategy is to provide a de-fragmented advertising
technology ecosystem that allows advertisers, publishers and data providers to transact within a single integrated environment.
Traditional digital advertising stacks often require
multiple vendors including demand-side platforms, data management platforms, fraud detection tools, analytics software and reporting platforms.
Our platforms are designed to consolidate these capabilities into a unified operating system.
Additionally, through partnerships and integrations
with companies such as Context Networks (Context), the Company is expanding its presence in specialized digital advertising environments,
including casino gaming networks and digital out-of-home (DOOH) media within gaming establishments.
Management believes this represents a differentiated
opportunity as the Company participates in advertising networks deployed across casino environments, including slot machines, gaming floors,
digital signage and hospitality venues.
Our Mission
Our mission is to help enterprises in the programmatic
industry become more efficient and effective regarding the monetization of advertising, audience segments and data compliance. We do this
by offering three proprietary solutions: Our ATOS platform for brands and agencies, our data intelligence platform for audience segments
and targeting, and our publisher platform for privacy compliance and publisher monetization.
OurIndustry Opportunity
Management believes customer acquisition represents one of the largest recurring operating expenditures for businesses across industries including healthcare, financial services, retail, hospitality, gaming, automotive, real estate, telecommunications, and e-commerce.
Organizations increasingly depend on multiple independent software products to manage advertising, customer relationship management, analytics, personalization, artificial intelligence, and marketing automation. This fragmented technology environment often creates operational inefficiencies, inconsistent customer experiences, and rising acquisition costs.
Management believes the market is evolving toward integrated AI-driven operating systems capable of combining customer intelligence, autonomous decision-making, and automated execution within a single platform. GrowthOS is designed to address this market opportunity.
By combining Context’s innovation in gaming-specific
advertising with Mobiquity’s expertise in geo-targeted advertising, we’re creating a first-of-its-kind platform delivering
ads to slot machines in real-time Slot machine advertising technology now live with River City Amusements; beginning of a broader rollout,
introducing an omni-channel ad ecosystem within casino environments (table games, card rooms, digital signage, hospitality, etc.)
Our Solutions
TheOur ATOSTechnology Platform
GrowthOS is an autonomous customer acquisition operating system consisting of three integrated software components.
GeoIntel™
GeoIntel transforms consumer, behavioral, geographic, transactional, and contextual information into predictive customer intelligence. The platform creates audience models, identifies customer opportunities, and provides actionable insights that support acquisition and engagement strategies.
CMOne™
CMOne serves as the AI decision layer within GrowthOS. The platform utilizes artificial intelligence and machine learning to determine customer targeting, messaging, timing, content generation, channel selection, and campaign optimization.
ATOS™
ATOS is the execution engine that activates and manages customer acquisition campaigns across digital advertising and customer engagement channels. The platform automates campaign deployment, optimization, measurement, attribution, and reporting while providing continuous feedback to the GrowthOS intelligence engine.
The Advertising Technology Operating System (“ATOS”)
is our core programmatic advertising platform designed to automate the buying, selling, delivery, and measurement of digital advertising
inventory across mobile, desktop, connected television (CTV), and other internet-connected devices.
ATOS incorporates artificial intelligence (“AI”)
and machine learning (“ML”) technologies to optimize campaign performance, automate inventory management, and improve audience
targeting.
Key capabilities include:
The ATOS platform consists primarily of proprietary
internally developed technology supplemented by certain open-source software components.
Data Intelligence Platform - MobiExchange
Our Data Intelligence Platform, marketed as MobiExchange,
provides data ingestion, normalization, and analytics capabilities designed to transform large volumes of data into actionable insights
for advertisers and enterprise clients.
The platform aggregates multiple forms of data
including location, transactional, contextual, and behavioral data. Using distributed computing and machine learning technologies, MobiExchange
enables customers to analyze audiences, develop marketing insights, and build custom data products.
MobiExchange is offered primarily as a software-as-a-service
(“SaaS”) platform allowing users to access analytics, segmentation, and reporting tools through a self-service environment.
The platform is hosted on Amazon Web Services
(AWS) infrastructure and supports scalable data processing and analytics workloads.
CMOne Publisher Platform (Formerly AdHere)
Our CMOne platform, formerly marketed as AdHere,
is a publisher monetization and compliance platform designed to enable digital publishers to manage first-party data, comply with evolving
privacy regulations, and optimize advertising revenue.
CMOne represents an enhanced version of the original
AdHere platform and incorporates expanded functionality including:
The platform addresses industry changes resulting
from increased privacy regulation and the decline of third-party identifiers, enabling publishers to maintain control over audience data
while monetizing digital inventory in a compliant manner.
Our Revenue SourcesModel
The Company generates revenue primarilythrough throughmultiple
twocomplementary operatingbusiness modelsmodels, including:
Management expects recurring software and platform-based revenue to become an increasingly significant component of total revenue as GrowthOS adoption expands.
Platform Licensing. Clients license one or more
of our platforms on a SaaS or white-label basis and pay fees typically based on platform usage or a percentage of advertising spend.
Managed Services. Under managed services arrangements,
we operate advertising campaigns or platform services on behalf of clients and receive service fees or a percentage of advertising revenue.
Our customers include advertising agencies, brands,
publishers, and other advertising technology companies.
MOBQ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MOBQ (13F)
None of the 59 investors we track reported a position in their latest 13F.