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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 28,
2018
Mobivity Holdings Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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000-53851
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26-3439095
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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55 N. Arizona Place, Suite 310
Chandler, Arizona 85225
(Address of principal executive offices) (zip
code)
(866) 282-7660
(Registrant’s telephone number, including area
code)
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions.
□
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
□
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
□
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
□
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company □
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. □
Item 1.01 Entry into a Material Definitive Agreement
Securities
Purchase Agreement
On June
28, 2018, Mobivity Holdings Corp. (the "Company") entered into a
Securities Purchase Agreement with certain accredited investors in
connection with a proposed private placement of up to 7,000,000
shares of its common stock at a price of $1.00 per share, for
aggregate gross proceeds of up to $7.0 million. The
Securities Purchase Agreement includes customary representations,
warranties, and covenants by the investors and the Company, and an
indemnity from the Company. The transaction is further described in
the press release issued by the Company on July 5, 2018, a copy of
which is filed herewith as Exhibit 99.1.
An
initial closing for $5,057,583 of the common stock financing was
completed on June 29, 2018. The Company expects to
conduct additional closings for up to an additional $2,000,000
within the next several days of the filing of this
report.
The
foregoing description of the Securities Purchase Agreement is only
a summary and is qualified in its entirety by reference to the
Securities Purchase Agreement, a copy of which is filed herewith as
Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 above regarding the private
placement under the Securities Purchase Agreement is hereby
incorporated by reference into this Item 3.02. The first
closing of the transactions contemplated by the Securities Purchase
Agreement occurred on June 29, 2018. The Company issued
an aggregate of 5,057,583 shares of its common stock to the
investors in the Securities Purchase Agreement for gross proceeds
of $5,057,583, consisting of $4,000,000 of cash and the
cancellation of $1,047,583 of indebtedness under certain promissory
notes issued by the Company in February 2018. The shares were
issued pursuant to the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule
506 promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
The
following exhibits are filed with this report:
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Securities
Purchase Agreement dated June 28, 2018 between the Company and the
Buyers named therein
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Press
release dated July 5, 2018 regarding the private placement of
common shares by the Company
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MOBIVITY HOLDINGS CORP.
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July 5, 2018
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By:
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/s/ Charles B. Mathews
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Charles
B. Mathews,
Chief
Financial Officer
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