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)

 

Nevada	000-53851	26-3439095
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

 

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.

 

	MOBIVITY HOLDINGS CORP.
September 29, 2016	By:	/s/ Dennis Becker
		Dennis Becker, Chief Executive Officer