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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): January 21, 2025

 

Mobivity Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53851   26-3439095
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

3133 West Frye Road, #215

Chandler, Arizona 85226

(Address of principal executive offices)

 

(877) 282-7660

(Registrant’s telephone number, including area code)

 

Not applicable

(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:

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 21, 2025, Mobivity Holdings Corp. (the “Company”) received a letter of resignation from Dennis Becker indicating Mr. Becker’s intent to resign as a member of the Board of Directors (the “Board”) of the Company, effective immediately. Mr. Becker’s decision was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies, or practices of the Company.

 

Also on January 21, 2025, the Board elected David J. Simon to fill the newly created vacancy on the Board, effective as of the same date, and to serve as a member of the Board until the next annual meeting of shareholders or until his successor shall have been elected and qualified. There are no arrangements or understandings between Mr. Simon and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Simon that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

Mr. Simon’s compensation as a director will be consistent with the compensation policies applicable to the Company’s other non-employee directors, as disclosed in the definitive information statement filed with the Securities and Exchange Commission on October 23, 2023.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 22, 2025 Mobivity Holdings Corp.
     
  By: /s/ Skye Fossey-Tomaske
    Skye Fossey-Tomaske
    Interim Chief Financial Officer

 

 

 

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Jan. 21, 2025
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Entity File Number 000-53851
Entity Registrant Name Mobivity Holdings Corp.
Entity Central Index Key 0001447380
Entity Tax Identification Number 26-3439095
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 3133 West Frye Road
Entity Address, Address Line Two #215
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85226
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Local Phone Number 282-7660
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