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): September 29,
2016
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) 622-4261
(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 obligation of the registrant
under any of the following provisions (see General
Instruction A.2.
below):
☐ 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 240.14a-12)
☐ 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))
Item 7.01 Regulation FD Disclosure
On
September 29, 2016, we commenced an offer to the holders of our
outstanding common stock purchase warrants pursuant to which our
warrant holders will be permitted to exercise their warrants at a
reduced exercise price for a limited time. As of the date of this
report, there are warrants outstanding that entitle their holders
to purchase 8,551,168 shares of our common stock at an exercise
price of $1.20 per share. The holders of all warrants will be
allowed to conduct cash-based exercises of their warrants at an
exercise price of $0.70 per share up through October 31, 2016. We
are undertaking this limited-time
warrant exercise price reduction in order to raise additional
capital without incurring further potential dilution to our
stockholders. In addition, we hope that enough warrant holders
accept the offer that we can significantly reduce the number of
outstanding warrants and thereby simplify our capital
structure.
Any exercise of warrants on or prior to
October 31, 2016 will be made on the
terms and conditions set forth in the outstanding warrant, except
for the reduced exercise price. All other terms and conditions of
the warrants stay the same. Our warrant holders are under no
obligation to exercise any warrants at the reduced exercise price
or otherwise. If our warrant holders decide not to exercise their
warrants at the reduced exercise price, then following the
expiration of the offer, their warrants will remain exercisable
according to their terms at the exercise price set forth in the
warrant.
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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September 29, 2016
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By:
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/s/ Dennis Becker
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Dennis
Becker,
Chief
Executive Officer
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