Mobivity (MFON) Proxy Filing summary

Executive summary

• Entered into a $3.85 million senior secured convertible note offering with two accredited investors, including a board member and a 5%+ shareholder, to raise up to $4 million for working capital and a proposed reverse stock split.

• Convertible notes mature July 31, 2028, bear 15% annual interest, and are convertible at 90% of VWAP; interest is payable quarterly in stock.

• Proceeds will fund general corporate purposes and the reverse stock split, which aims to deregister the company and suspend SEC reporting.

• Amendments were made to prior convertible notes and existing credit agreements to align conversion terms with the new offering.

Voting matters and shareholder proposals

• Special Committee approved a 1-for-25,000 reverse stock split, subject to shareholder approval at a special meeting expected in September 2025.

• Majority vote of shares present at the meeting is required to approve the reverse split.

• Directors and executive officers, holding 37% of shares, intend to vote in favor.

Board of directors and corporate governance

• Special Committee comprised entirely of independent, disinterested directors oversaw the reverse stock split proposal.

• Board member Thomas B. Akin participated as an investor in the convertible note offering.