SEC Form SC 13G filed by Mobiquity Technologies Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) As more fully described in Item 4, (i) the number of shares of Common Stock beneficially owned by the Reporting Person excludes the shares of Common Stock issuable upon exercise of that certain Warrant (defined in Item 4) held by Walleye Opportunities Master Fund Ltd (the “Excluded Shares”), which Warrant is not exercisable until July 1, 2023 and is subject to a 4.99% blocker provision, and (ii) the percentage calculated in Row 11 reflects the exclusion of the Excluded Shares from the number of shares of Common Stock beneficially owned by the Reporting Person.

(1) As more fully described in Item 4, (i) the number of shares of Common Stock beneficially owned by the Reporting Person excludes the shares of Common Stock issuable upon exercise of that certain Warrant (defined in Item 4) held by Walleye Opportunities Master Fund Ltd (the “Excluded Shares”), which Warrant is not exercisable until July 1, 2023 and is subject to a 4.99% blocker provision, and (ii) the percentage calculated in Row 11 reflects the exclusion of the Excluded Shares from the number of shares of Common Stock beneficially owned by the Reporting Person.

Mobiquity Technologies, Inc., a New York corporation (the “Issuer”).

35 Torrington Lane

Shoreham, New York 11786

Walleye Opportunities Master Fund Ltd (“Walleye Opportunities”)

2800 Niagara Lane North

Plymouth, MN 55447

Citizenship: Cayman Islands

Walleye Capital LLC (“Walleye Capital”)

2800 Niagara Lane North

Plymouth, MN 55447

Citizenship: Minnesota

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value (the “Common Stock”).

60743F508

As of December 30, 2022, Walleye Opportunities directly beneficially owned 522,727 shares of Common Stock, which shares were issued to Walleye Opportunities by the Issuer pursuant to the Purchase Agreement described below.

Walleye Capital, as the Manager of Walleye Opportunities, may be deemed to beneficially own the 522,727 shares of Common Stock beneficially owned by Walleye Opportunities.

On December 30, 2022, Walleye Opportunities entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Issuer sold to Walleye Opportunities, among other things, (i) 522,727 shares of Common Stock as an incentive for consummating the other transactions contemplated by the Purchase Agreement and (ii) a warrant to purchase shares of Common Stock (the “Warrant”), which Warrant is not exercisable until July 1, 2023 and is subject to a “blocker” provision which provides that the Warrant may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, in excess of 4.99% of the number of shares of Common Stock then issued and outstanding (the “4.99% Blocker”). As the Warrant is not exercisable within 60 days of the date of the event which requires the filing of this statement and is subject to the 4.99% Blocker, the shares of Common Stock issuable upon exercise of the Warrant are not included in the number of shares of Common Stock beneficially owned by the Reporting Persons set forth in the cover page for each Reporting Person as well as in this Item 4(a)

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any securities owned by another Reporting Person. Walleye Capital disclaims beneficial ownership of the securities beneficially owned by Walleye Opportunities, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of (i) 9,234,139 shares of Common Stock outstanding as of September 30, 2022, as represented in the Company’s Form 10-Q for the three months ended September 30, 2022 filed with the Securities and Exchange Commission on December 9, 2022 plus (ii) an additional 522,727 shares of Common Stock issued to Walleye Opportunities pursuant to the Purchase Agreement as described in further detail in Item 4(a) above.

As of December 30, 2022, each of Walleye Opportunities and Walleye Capital may be deemed to collectively beneficially own approximately 5.3% of the outstanding shares of Common Stock.

Pursuant to the terms of the Warrant, (i) the Warrant is not exercisable until July 1, 2023 and (ii) Walleye Opportunities may not exercise the Warrant if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, in excess of 4.99% of the number of shares of Common Stock then issued and outstanding (collectively, the “Exercise Limitations”) and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Exercise Limitations.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Walleye Capital shares voting and dispositive power over the shares of Common Stock beneficially owned by Walleye Opportunities.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2023