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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 Or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________________ to ____________________

 Commission
file number 000-53851

 Mobivity
Holdings Corp.

 (Exact
Name of Registrant as Specified in Its Charter)

 Nevada

 26-3439095

 (State
 or Other Jurisdiction of

 (I.R.S.
 Employer

 Incorporation
 or Organization)

 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)

registered pursuant to Section 12 (b) of the Act: None

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 Not
 applicable

 Not
 applicable

registered pursuant to section 12 (g) of the Act:

 Common
Stock, $.001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company"
or an "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2023 was $ 53,322,348, calculated
at the price at which the common equity was last sold.

 As
of April 29, 2024, the registrant had 67,949,709 shares of common stock issued and outstanding.

 Auditor
 Name:

 Auditor
 Location:

 Auditor
 Firm ID:

 M&K
 CPAS, PLLC

 The
 Woodlands, TX

 2738

 EXPLANATORY
NOTE

 Mobivity
Holdings Corp. (herein referred to as "we," "us," "our," or the "Company) is filing this Amendment
No. 1 on Form 10-K/A (this "Amendment No. 1") to amend our Annual Report on Form 10-K for the fiscal year ended December
31, 2023 (the "Original Filing"), filed with the U.S. Securities and Exchange Commission ("SEC") on April 17,
2024 (the "Original Filing Date"), to include the information required by Items 10 through 14 of Part III of Form 10-K. This
information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K.

 Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 1 also contains
new certifications by our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley
Act of 2002. Accordingly, Item 15 of Part IV is amended and restated to include the currently dated certifications as exhibits.

 Except
as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the Original
Filing Date or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the
financial statements. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

 FORWARD-LOOKING
STATEMENTS

 This
Amendment No. 1, contains " forward-looking statements " that involve risks and uncertainties, as well as assumptions
that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or
implied by such forward-looking statements. The forward-looking statements are contained principally in Item 1 —" Business, "
 Item 1A —" Risk Factors " and Item 7 —" Management ' s Discussion and Analysis
of Financial Condition and Results of Operations " in the Original Filing, but appear throughout the Original Filing and
this Amendment No. 1. Examples of forward-looking statements include, but are not limited to our expectations, beliefs or intentions
regarding our potential product offerings, business, financial condition, results of operations, strategies or prospects and other matters
that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. These statements are often
identified by the use of words such as " anticipate, " " believe, " " continue, "
" could, " " estimate, " " expect, " " intend, " " may, "
" ongoing, " " opportunity, " " plan, " " potential, " " predicts, "
" seek, " " should, " " will, " or " would, " and similar
expressions and variations or negatives of these words. These forward-looking statements are based on the expectations, estimates, projections,
beliefs and assumptions of our management based on information currently available to management, all of which are subject to change.
Such forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and could cause our
actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in Item 1A –
" Risk Factors " of the Original Filing. Furthermore, such forward-looking statements speak only as of the date of
the Original Filing. We undertake no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances
after the date of such statements for any reason, except as otherwise required by law.

 MOBIVITY
HOLDINGS CORP.

 ANNUAL
REPORT ON FORM 10-K

 FISCAL
YEAR ENDED December 31, 2023

 TABLE
OF CONTENTS

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Signatures

 i

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance 2

 Information
about out Executive Officers and Directors

 The
following table sets forth information concerning our executive officers and directors, including their ages, as of April 29, 2023:

 Name

 Age

 Position

 Skye
 Fossey-Tomaske

 Principal
 Financial Officer

 Kim
 Carlson

 Chief
 Operating Officer

 Thomas
 Akin

 Chairman
 of the Board of Directors and Chairman of Audit Committee

 Dennis
 Becker

 Director

 Philip
 Guarascio

 Chairman
 of Governance and Nominating Committee and Director

 Doug
 Schneider

 Director

 Benjamin
 Weinberger

 Chairman
 of Compensation Committee and Director

 Skye
Fossey-Tomaske, Principal Financial Officer

 On
June 21, 2023, Mobivity Holdings Corp. (the "Company") announced that Skye Fossey-Tomaske was appointed to serve as the Interim
Chief Financial Officer of the Company, effective as of June 21, 2023. Ms. Fossey-Tomaske served as Interim CFO from June 2023 until
July 2023, and from January 2024 until present. Ms. Fossey-Tomaske, age 45, has served as the Company's Corporate Controller since
May 2021. Prior to joining the Company, Ms. Fossey-Tomaske held the position of Accounting Manager at Hannay Realty Advisors, LP, where
she oversaw the accounting department for all of the restaurant holdings from October 2019 until April 2021. Before that, Ms. Fossey-Tomaske
served as an Accounting Manager for Community Medical Services from November 2018 to October 2019. During her tenure at Community Medical
Services, she successfully established a new accounting department to manage new acquisitions in the eastern United States, implemented
a universal accounting system for all new subsidiaries, and enhanced various processes and procedures.

 As
a result of these and other professional qualifications, we have concluded that Ms. Brennan is qualified to serve as an officer.

 Kim
Carlson – Chief Operating Officer

 On
May 15, 2023, Mobivity Holdings Corp. (the "Company") announced that Kim Carlson was appointed Chief Operating Officer of
the Company, effective May 15, 2023. Ms. Carlson, age 59, joined the Company in September 2022 as the Company's Chief Revenue Officer.
Prior to joining the Company, Ms. Carlson served as the Head of Global Revenue for Aarki, a mobile demand side platform, from June 2018
until its acquisition by mobile games platform Skillz in July of 2021. From May 2015 to May 2018 Ms. Carlson served as Vice President
of Revenue for Appnique, an online development company specialized in Facebook Audiences as a Facebook Marketing Partner. From January
2014 until its acquisition by Tremor International in January 2015, Ms. Carlson served as Chief Revenue Officer of Taptica, a global
mobile ad-tech company. Ms. Carlson additionally has revenue leadership experience that includes roles at Infospace, Marchex, and InMobi.

 As
a result of these and other professional qualifications, we have concluded that Ms. Brennan is qualified to serve as an officer.

 Thomas
Akin – Chairman of the Board of Directors and Chairman of the Audit Committee

 Thomas
Akin has served as a director since March 2015. Mr. Akin has been the Managing General Partner of Talkot Partners I, Talkot Partners
II, LLC, Talkot Crossover Fund, LP, and Talkot Capital LLC since 1996. Mr. Akin served as the Chief Executive Officer of Dynex Capital
Inc, from February 2008 to 2013. Mr. Akin was previously at Merrill Lynch and Co., serving as its Managing Director of the Western United
States for Merrill Lynch Institutional Services from 1991 to 1994, and as Regional Director of the San Francisco and Los Angeles regions
for Merrill Lynch Institutional Services from 1981 to 1991. Mr. Akin had been with Salomon Brothers from 1978 to 1981. He has been an
Executive Chairman of Dynex Capital Inc. since January 2014, having previously been its the Chairman since May 30, 2003. He has served
as the Chairman of Infotec since 2001. Mr. Akin has served as a director of Acacia Technologies Group of Acacia Research Corp. since
May 1998, Dynex Capital Inc, since May 2003, and eFax.com, Inc. since July 1996. He also currently serves as a Director of ADX and as
a Director CombiMatrix Corporation from May 1998. Mr. Akin holds a BA in Biology from the University of California at Santa Cruz and
an MBA from the University of California at Los Angeles.

 Because
Mr. Akin has extensive experience as a professional investor and public company director. As a result of these and other professional
qualifications, we have concluded that Mr. Akin is qualified to serve as a director.

 Philip
Guarascio - Chairman of Governance and Nominating Committee and Director

 Philip
Guarascio has served as a director since March 2014. Mr. Guarascio has been the Chairman and Chief Executive Officer of PG Ventures LLC
since May 2000 where he serves as a marketing and advertising business consultant. He was Lead Executive, Marketing and Sales at the
National Football League from 2003-2007 and has been a consultant for the for Endeavor Group Holdings, Inc, (formerly the William Morris
Agency) since October 2001. For 16 years, Mr. Guarascio was at General Motors where he served as Vice President of Corporate Advertising
and Marketing primarily responsible for worldwide advertising resource management, and managing consolidated media placement and before
that as General Manager of Marketing and Advertising for General Motors' North American Operations. Mr. Guarascio introduced the
GM Card and managed the General Motors corporate brand to a 20 percent increase in customer purchase consideration. He joined General
Motors in 1985 after 21 years with the New York advertising agency, D'Arcy, Masius, Benton & Bowles. Mr. Guaracio is the father
of Lisa Brennan, our Chief Financial Officer.

 Mr.
Guarascio has extensive experience in the marketing and advertising industry. As a result of this and other professional qualifications,
we have concluded that Mr. Guarascio is qualified to serve as a director.

 Doug
Schneider - Director

 Doug
Schneider has been as a director since December 2010. Mr. Schneider has a twenty-year track record of leadership and success in launching,
building, and managing high-tech service-oriented companies. He has served as Executive Vice President of the SMB Solutions for the Melbourne
IT Group since July 2012 and oversees a $75MM per year hosting and domain registration business across North American and Asia Pacific.
From 2011 to 2012, Mr. Schneider served as CEO for Transaction Wireless, a venture backed technology company where he still resides on
the board. From 2007 to 2010, Mr. Schneider was the CEO of Genea Energy, a clean tech company that provides an innovative and comprehensive
SaaS based energy services platform for commercial office building portfolios. Mr. Schneider received a Bachelor's degree in Mechanical
Engineering from University of California, Davis and an M.B.A. from the Kellogg School of Management at Northwestern University. He also
serves as an industry advisor to Pelion Venture Partners, a venture capital firm focused on the information technology sector.

 Mr.
Schneider has extensive knowledge of corporate management. As a result of these and other professional qualifications, we have concluded
that Mr. Schneider is qualified to serve as a director.

 Dennis
Becker - Director

 Dennis
Becker was appointed our Chief Executive Officer and a Director effective as of our acquisition of Mobivity, Inc. in November 2010. Mr.
Becker has also served as President and Chief Executive Officer of Mobivity, Inc. from September 2007 to July 2023. Our board of directors
appointed Mr. Becker as Chairman of the Board of Directors effective as of March 31, 2017, and he served as director until July 2023.
Mr. Becker was a founder of Frontieric Corporation, a pioneer in providing complex call routing and merchant processing applications,
where he was Chief Executive Officer from 2002 to 2005. Mr. Becker was also Chief Executive Officer of Bexel Technologies, which served
solutions to large enterprises, from 1999 to 2001. Mr. Becker studied Computer Science at the University of Oregon and served in the
United States Air Force.

 Mr.
Becker has extensive knowledge of the mobile message marketing industry. As a result of this and other professional qualifications, we
have concluded that Mr. Becker is qualified to serve as a director.

 Benjamin
Weinberger - Director

 Benjamin
Weinberger has served as a director since May 23, 2022. Mr. Weinberger's distinguished 20-year career spans roles as a founder,
CEO and Chief Product Officer building and scaling digital media and entertainment businesses. He formerly served as founding SVP and
Chief Product Officer at Sling TV where he helped define the next generation of television. Prior to Sling TV, Mr. Weinberger was the
co-founder and CEO of Digitalsmiths, a product leader in the field of video search, recommendations and personalization. Under his leadership,
Digitalsmiths developed video discovery solutions that have been adopted by several of the biggest names in cable, satellite, telco and
broadcast media. In 2014, Digitalsmiths was acquired by TiVo for $135 million. He currently serves as an advisor to Drive by DraftKings
and is on the board of directors of Librestream Technologies and FrndlyTV. Mr. Weinberger graduated with honors from the Department of
Radio and Television at Southern Illinois University Carbondale in 2001.

 Mr.
Weinberger has extensive knowledge of corporate management. As a result of this and other professional qualifications, we have concluded
that Mr. Weinberger is qualified to serve as a director.

 Additional
Information about our Board and its Committees

 All
of our directors except Mr. Becker are considered by our board of directors to be "independent" as defined in Rule 5605(a)(2)
of the rules of the Nasdaq Stock Market.

 Audit
Committee

the year ended December 31, 2023, our audit committee was comprised of Thomas Akin, Doug Schneider and Benjamin Weinberger. Our board
of directors has appointed Mr. Akin to serve as chairman of the audit committee effective as of April 1, 2017, and has determined
that Mr Akin is an audit committee financial expert, as defined under the applicable rules
of the SEC.

 All
members of our audit committee are independent, as independence is defined in Rule 5605(a)(2) of the rules of the Nasdaq Stock Market.

Committee

the year ended December 31, 2023, our compensation committee was comprised of Benjamin Weinberger, Philip Guarascio and Thomas Akin.
Mr. Weinberger currently serves as compensation committee chair.

 Governance
and Nominating Committee

the year ended December 31, 2023, our governance and nominating committee was comprised of Philip Guarascio, Benjamin Weinberger and
Thomas Akin. Mr. Guarascio currently serves as governance and nominating committee chair.

 Code
of Ethics

 We
have adopted a code of ethics for all our employees, including our principal executive officer, principal financial officer and principal
accounting officer or controller, and/or persons performing similar functions. This code is available on the "Investor Relations—Governance
Documents" section of our website at www.mobivity.com. The information on our website is not, and shall not be deemed to be, a
part hereof or incorporated into this or any of our other filings with the SEC.

Committee Interlocks and Insider Participation 3

 No
member of our Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serve
as a member of the compensation committee of any other company that has an executive officer serving as a member of the board. None of
our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member
of our Compensation Committee during the last year.

 Item
11. Executive Compensation 4

 The
following table summarizes the total compensation earned by our Chief Executive Officer (principal executive officer) and our other two
most highly paid executive officers for the years ended December 31, 2023 and 2022. In reviewing the table, please note that:

 Lisa
 Brennan has served as our Chief Financial Officer since December 7, 2020. 5

 Summary
Compensation Table*

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards (1)

 Option Awards (1)

 All Other Compensation

 Total

 Dennis Becker, Chairman & CEO

 2023

 $
 310,000

 $
 90,000

 $
 —

 $
 —

 $
 —

 $
 400,000

 2022

 $
 310,000

 $

 $
 —

 $
 —

 $
 —

 $
 375,000

 Lisa Brennan, CFO

 2023

 $
 225,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 225,000

 2022

 $
 225,000

 $
 —

 $
 —

 $
 —

 $
 —

 $
 225,000

 Skye Fossey-Tomaske

 2023

 $
 147,115

 $
 37,550

 $
 —

 $
 21,983

 $
 —

 $
 206,648

 Will Sanchez, CFO

 2023

 $
 124,046

 $
 —

 $
 —

 $
 396,441

 $
 —

 $
 124,046

 Kim Carlson, COO

 2023

 $
 257,019

 $
 7,115

 $
 —

 $
 605,383

 $
 —

 $
 869,517

 *
In accordance with the rules and regulations promulgated by the SEC, the table omits columns that are not applicable.

 (1)

 The
 value of the stock and stock option compensation was computed using the Black-Scholes Option Pricing Model and represents the aggregate
 grant date fair value computed in accordance with ASC Topic 718. For information on the method and assumptions used to calculate
 the compensation costs, see Note 9 to our audited consolidated financial statements contained herein.

 The
following table presents the outstanding option awards held by each of our named executive officers as of December 31, 2022, including
the value of the options awards.

 Outstanding
Equity Awards at December 31, 2023

 Name

 Number of

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Equity

 Incentive

Plan Awards;

 Number of

 Underlying

 Unexercised

 Unearned

 Options (#)

 Option

 Exercise

Price

 Option

 Expiration

 Date

 Dennis Becker, CEO & Chairman

 100,000

 —

 $
 1.28

 1/22/2025

 Dennis Becker, CEO & Chairman

 1,000,000

 —

 $
 0.60

 5/15/2027

 Dennis Becker, CEO & Chairman

 500,000

 500,000
 (1)

 $
 1.04

 5/17/2029

 Kim Carlson, COO

 1,000,000

 562,500

 $
 0.98

 9/22/2032

 Kim Carlson, COO

 1,000,000

 1,000,000

 $
 0.85

 12/7/2030

 Skye Fossey-Tomaske, Interim CFO

 5,000

 1,458

 $
 1.75

 08/11/2031

 Skye Fossey-Tomaske, Interim CFO

 50,000

 50,000

 $
.65

 08/25/2023

 *
In accordance with the rules and regulations promulgated by the Securities and Exchange Commission, the table omits columns that are
not applicable.

 (1)

 Represents
 options that vest on June 28, 2024, subject to continued service on the vesting date.

 (2)

 This
 option vests as follows: 12,500 of the shares vest each month over a 48-month period which commenced on December 7, 2020, subject
 to continued service on each vesting date.

 Employment
Agreements

 We
currently have no outstanding employment agreements or arrangements, whether written or unwritten

 Non-Employee
Director Compensation

 2023
Director Compensation Table

 Name

 Fees

 Earned

 or Paid

 in Cash

 Stock

 Awards

 Option

 Awards

 Non-Equity

 Incentive

 Plan

 Nonqualified

 Deferred

 Earnings

 All Other

 Total

 Doug Schneider

 $

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $

 Thomas Akin

 $

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $

 Philip Guarascio

 $

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $

 Benjamin Weinberger

 $

 $
 —

 $
 —

 $
 —

 $
 —

 $
 —

 $

 The
Company recorded an expense of $65,000 per director related to restricted stock units for members of our board of directors for the twelve
months ended December 31, 2023.

 Item
12. Security Ownership of Certain Beneficial Owners and Management 6

Authorized for Issuance Under Equity Compensation Plans

 The
following table sets forth additional information as of December 31, 2023 with respect to the shares of common stock that may be issued
upon the exercise of options and other rights under our existing equity compensation plans and arrangements in effect as of December
31, 2023. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options and
the number of shares remaining available for future grant, excluding the shares to be issued upon exercise of outstanding options.

 Plan Category

 Number of

 securities to be

 issued
 upon

 exercise of

 outstanding

 options, warrants

 and rights

(a)

 Weighted-

average

 exercise

price of

 outstanding

 options,

warrants and

 rights

 Number of

 securities

 remaining

 available for

 future issuance

 under equity

 compensation

 plans (excluding

 securities

 reflected in

 column (a))

 Equity compensation plans not approved by security holders (1)

 9,096,380

 $
.92

 8,988,635

 Equity compensation plans approved by security holders

 —

 —

 —

 Total

 9,096,380

 $
.92

 8,988,635

 (1)
 Comprised
 of our 2010 Incentive Stock Option Plan, the 2013 Incentive Stock Option Plan, the 2016 Stock
 Incentive Plan and the 2022 Equity Incentive Plan. See Note 9 in Notes to Consolidated Financial
 Statements, "Stock-based Plans and Stock-based Compensation" in this Form 10-K
 for a description of these plans.

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth as of April 29, 2024, certain information regarding the beneficial ownership of our common stock. The table
sets forth the beneficial ownership of (i) each person who, to our knowledge, beneficially owns more than 5% of our outstanding shares
of Common stock; (ii) each of our directors and executive officers; and (iii) all of our executive officers and directors as a group.
The number of shares owned includes all shares beneficially owned by such persons, as calculated in accordance with Rule 13d-3 promulgated
under the Exchange Act. The number of shares beneficially owned by a person includes shares of common stock underlying options or warrants
held by that person that are currently exercisable or exercisable within 60 days of April 29, 2023. The shares issuable pursuant to the
exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options
and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Unless otherwise
indicated, the address of each shareholder is c/o the Company, 3133 W. Frye Road, Chandler, AZ 85226.

 Name of Beneficial Owner 7

 Amount And

Nature of Beneficial

 Ownership

 Percentage of

Class (1)

 Dennis Becker (2)

 224,503

 %

 Skye Fossey-Tomaske (3)

 3,542

 —

 Kim Carlson

 437,500

 %

 Doug Schneider (4)

 732,564

 %

 Ben Weinberger

 177,619

 —

 Philip Guarascio (6)

 732,564

 %

 Thomas Akin (7)

 36,567,513

 %

 Executive Officers and Directors as a Group (six persons)

 33,128,016

 %

 5% or Greater Beneficial Owners

 Bruce Terker (8) 950 West Valley Road, Suite 2900, Wayne, PA 19087

 8,648,582

 %

 Cornelis F. Wit (9) 2700 N. Military Trail, Suite 210, Boca Raton, FL 33431

 3,828,669

 %

 (1)
 Applicable
 percentage of ownership is based upon 67,949,709 shares of common stock outstanding as of
 April 29, 2024.

 (2)
 32,500 shares of common stock issuable upon settlement of restricted stock units. Includes
 192,003 shares of common stock issuable pursuant to presently exercisable stock options,
 including options that will vest within 60 days of April 29, 2024.

 (3)
 no shares of common stock issuable pursuant to presently exercisable stock options, including
 options that will vest within 60 days of April 29, 2024.

 (4)
 658,247 shares of common stock issuable upon settlement of restricted stock units, including
 restricted stock units that will vest within 60 days of April 29, 2024. Includes 74,447 shares
 of common stock owned of record by The Schneider Family Trust.

 (5)
 177,619 shares of common stock issuable upon settlement of restricted stock units, including
 restricted stock units that will vest within 60 days of April 29, 2024.

 (6)
 655,567 shares of common stock issuable upon settlement of restricted stock units, including
 restricted stock units that will vest within 60 days of April 29, 2024.

 (7)
 9,695,469 shares of common stock owned of record by Talkot Fund, L.P., 541,703 shares of
 common stock issuable upon settlement of restricted stock units, including restricted stock
 units that will vest within 60 days of April 29, 2024. and 3,085,398 of stock warrants to
 purchase Common Stock.

 (8)
 Based
 on a Schedule 13G/A filed with the SEC on January 1, 2024 by Bruce E. Terker, that he has
 shared voting power with respect to 8,732,332 shares and shared dispositive power with respect
 to 8,732,332 shares of our common stock.

 (9)
 Based
 on a Schedule 13G/A filed with the SEC on February 16, 2022 by Cornelis F. Wit, that he has
 sole voting power with respect to 3,828,669 shares and sole dispositive power with respect
 to 3,828,669 shares of our common stock.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Certain
Relationships and Related Transactions

 Related
Party Notes

 Secured
Promissory Notes

 On
June 30, 2021, we entered into a Credit Facility Agreement (the "Credit Agreement") with Thomas Akin, one of the Company's
directors (the "Lender"). The Credit Agreement was amended on November 11, 2022. The Company can borrow up to $6,000,000
under the Credit Agreement ("the "Credit Facility"). As of December 31, 2021, the Company had drawn a total of $3,478,125
including cash drawn in the amount of $3,206,250 and $271,875 of principal and accrued interest under the 2020 UP Note that was rolled
into the Credit Facility and had paid a total of $200,000 toward the principal balance of the loan,

 The
Credit Facility is secured by all of our tangible and intangible assets including intellectual property. This loan bears interest on
the unpaid balance at the rate of fifteen percent (15%) per annum. The Company may prepay this loan without notice, penalty, or charge.
In consideration of the Lender's agreement to provide the Credit Facility, the Company issued warrants to purchase shares of its
common stock at an exercise price of $1.67 per share in connection with the issuance of funds under the Credit Agreement. The warrants
are exercisable for a period commencing upon issuance of the corresponding notes and ending 36 months after issuance of the financing.
In addition, the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of
the Company's common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average
price over the 30 trading days preceding the advance (the "VWAP"). Each warrant will be exercisable over a three-year period
at an exercise price equal to the VWAP.

 Under
the original terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 equal
monthly installments commencing on June 30, 2022, and ending on June 30, 2024. On November 11, 2022, an amendment to the Credit Agreement
was signed. The amendment updated the payment terms to the following: "Without limiting the foregoing Section 2.3(a), Borrower
shall repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments commencing on January
31, 2023 and continuing thereafter on the last day of each month (or, if such last day is not a Business Day, on the Business Day immediately
preceding such last day. Interest on the unpaid Advances will accrue from the date of each Advance at a rate equal to fifteen percent
(15%) per annum. Interest will be calculated on the basis of 365 days in a year." The amendment raised the maximum amount of the
Credit Facility to $6,000,000. In addition, the interest which is accrued monthly between July 1, 2022, and December 31, 2022, will be
settled into equity. Common Stock will be issued at the end of each month at a rate of $1.08 per share of common stock in the amount
of the interest accrued for each month.

 On
August 22, 2023, the Company took a draw of an additional $150,000 under the Credit Agreement.

 On
September 20, 2023, the Company took a draw of an additional $250,000 under the Credit Agreement.

 On
October 3, 2023, the Company took a draw of an additional $300,000 under the Credit Agreement.

the twelve months ended December 31, 2023, a total of $812,928 of interest was accrued by the company. Interest payable of $391,139 to
Thomas Akin was then surrendered to be converted and exchanged for the issuance of 362,335 shares of restricted common stock. The company
recorded a loss of settlement of interest payable of $10,315 and amortized discount expense of $112,114.

 A
total of $425,502 in accrued interest was accrued for the third and fourth quarter of 2023 and recorded to equity payable.

the twelve months ended December 31, 2023, the Company issued warrants to purchase an aggregate of 121,808 shares of its common stock
at the stated exercise price per share in connection with the issuance of funds under the Credit Agreement. The estimated aggregate fair
value of the warrants issued is $68,428 using the Black-Scholes option valuation model as of September 30, 2023.

 As
of December 31, 2023, the Company had drawn a total of $5,873,125 and we have accrued interest of $0, $812,711 of interest payable was
recorded to equity payable and a discount balance of $182,212.

 Unsecured
Promissory Note

 On
July 1, 2021, we entered into UP Notes in the aggregate principal amount of $271,875 with Talkot Fund LP and investor in the Company.
Each UP Note bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum and the principal and accrued interest
are due and payable no later than December 31, 2023. We may prepay any of the UP Notes without notice, subject to a two percent (2%)
pre-payment penalty. The UP Note offer was conducted by our management and there were no commissions paid by us in connection with the
solicitation. The Company issued to Talkot Fund LP warrants to purchase an aggregate of 33,017 shares of its common stock at the stated
exercise price per share in connection with the issuance of funds under this Credit Agreement.

 On
August 13, 2022, the Lender agreed to postpone the 24-month repayment period to a later period commencing on January 31, 2022, and further
agreed that interest accrued on the loan between July 1, 2022 and December 31, 2022 is to be settled in shares of the Company's
common stock.

 As
of December 31, 2023, the Company had a principal balance of $271,875, and accrued interest of $76,147, that was recorded to Equity Payable.
A total of $20,504 of accrued interest was converted into 18,987 shares of common stock and the Company recorded a loss on settlement
of interest payable of $542.

 Warrant
Exercises 2023

March 2023, 15 warrant holders exercised their common stock purchase warrant for 3,587,487 shares at the exercise price of $1.00 per
share, resulting in additional capital of $3,557,487. As an inducement for the holder's exercise of the warrants, we issued the
holders' 1,793,745 new warrants to purchase common stock at $2.00 per share over a three-year period expiring in February 2025.
The Company recorded $577,000 of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023.
The total estimated value of the warrants using the Black-Scholes Model is based on a volatility rate of 63% and an option fair value
of $0.3216.

August and September of 2023, a total of 18 warrant holders exercised their common stock purchase warrant for 1,960,976 shares at the
exercise price of $.82 per share, resulting in additional capital of $1,608,000. As an inducement for the holder's exercise of
the warrants, we issued the holders' 3,921,952 new warrants to purchase common stock at $.82 per share over a one and three-year
period expiring between August and September 2026. The Company recorded $1,146,562 of stock-based expense related to warrants issued
during the warrant conversion offer on September 6, 2023. The total estimated value of the warrants using the Black-Scholes Model is
based on an average volatility rate of 63% and 73% and an option fair value of between $0.21 and $0.40.

 Related
Party Warrant Exercise 2023

 On
March 2, 2023, Thomas Akin exercised his common stock purchase warrant for 749,987 shares at the exercise price of $1.00 per share, resulting
in additional capital of $749,987. As an inducement for the holder's exercise of the warrants, we issued the holder 374,994 new
warrants to purchase common stock at $2.00 per share over a three-year period expiring in March 2026. The Company recorded $120,598 of
stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value of
the warrants using the Black-Scholes Model is based on a volatility rate of 63% and an option fair value of $0.3216.

 On
February 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 750,000 shares at the exercise price of $1.00 per
share, resulting in additional capital of $750,000. As an inducement for the holder's exercise of the warrants, we issued the holder
375,000 new warrants to purchase common stock at $2.00 per share over a three-year period expiring in March 2026. The Company recorded
$120,600 of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated
value of the warrants using the Black-Scholes Model is based on a volatility rate of 63% and an option fair value of $0.3216.

 On
August 7, 2023, Thomas Akin exercised his common stock purchase warrant for 426,830 shares at the exercise price of $.82 per share, resulting
in additional capital of $350,000. As an inducement for the holder's exercise of the warrants, we issued the holder 853,660 new
warrants to purchase common stock at $.82 per share over a three-year period expiring in March 2026. The Company recorded $178,136 of
stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value of
the warrants using the Black-Scholes Model is based on a volatility rate of 64% and an option fair value of $0.2087.

 On
August 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 426,830 shares at the exercise price of $.82 per share,
resulting in additional capital of $350,000. As an inducement for the holder's exercise of the warrants, we issued the holder 853,660
new warrants to purchase common stock at $.82 per share over a three-year period expiring in March 2026. The Company recorded $178,136
of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value
of the warrants using the Black-Scholes Model is based on a volatility rate of 64% and an option fair value of $0.2087.

 Convertible
Notes 2023

fourth quarter 2023 the Company issued eight Convertible Notes payable to Thoms B. Akin, Talkot Fund LP, Moglia Capital LLC, Moglia Family
Foundation and Moglia Trust 1, who are related parties for $2,000,000. As an inducement we issued 3,333,332 warrants to purchase shares
of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this Note will accrue at the rate of 8.0%
per annum. Accrual of interest will commence on the date of this Note, will continue until this Note is fully paid, and will be payable
in a single installment at maturity three years from the date the Convertible Note was issued.

 The
Convertible Note and all accrued interest thereon are convertible into shares of our common stock, from time to time, at the option of
the holder thereof, at a conversion price per share equal to the larger of either $0.50 or of the volume-weighted average price of our
common stock quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. over the thirty (30) trading days immediately
preceding such date (the "Conversion Price")

 As
of December 31,2023 the Convertible Notes issued to related parties had a principal balance of $2,250,000 and accrued interest of $21,956.
A debt discount expense of $493,024 was recorded in connection to the warrants issued to related parties. A debt discount expense of
$35,507 was recorded in connection with warrants issued to shareholders.

 Related
Party Warrant Exercise 2022

 On
February 7, 2022, Thomas Akin exercised his common stock purchase warrant for 1,604,389 shares at the exercise price of $0.80 per share,
resulting in additional capital of $1.283,518. As an inducement for the holder's exercise of the warrants, we issued the holders
1,604,398 new warrants to purchase common stock at $1.50 per share over a three-year period expiring in February 2025.

 On
February 7, 2022, Talkot Fund LP exercised his common stock purchase warrant for 517,292 shares at the exercise price of $0.80 per share,
resulting in additional capital of $413,834. As an inducement for the holder's exercise of the warrants, we issued the holders
517,292 new warrants to purchase common stock at $1.50 per share over a three-year period expiring in February 2025.

 Related
Party Private Placement 2022

 On
August 24, 2022, the Company received private investment funds from Thomas Akin to purchase 625,000 shares of its common stock at a price
of $0.80 per share, resulting in additional capital of $500,000 and issued the holder 625,000 new warrants to purchase common stock at
$1.50 per share over a three year period expiring in August 2025.

 Indemnification
Agreements with Directors and Executive Officers

 We
have entered into indemnity agreements with certain directors, officers and other key employees of ours under which we agreed to indemnify
those individuals under the circumstances and to the extent provided for in the agreements, for expenses, damages, judgments, fines,
settlements and any other amounts they may be required to pay in actions, suits or proceedings which they are or may be made a party
or threatened to be made a party by reason of their position as a director, officer or other agent of ours, and otherwise to the fullest
extent permitted under Nevada law and our bylaws. We also have an insurance policy covering our directors and executive officers with
respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or otherwise. We believe
that these provisions and insurance coverage are necessary to attract and retain qualified directors, officers and other key employees.

 Item
14. Principal Accounting Fees and Services

 The
following table represents aggregate fees billed to us for the years ended December 31, 2023 and 2022 by M&K CPAs, our principal
auditors for such periods.

 2023

 2022

 Audit Fees

 $
 71,000

 $
 92,500

 Audit-Related Fees

 39,750

 54,500

 Tax Fees

 8,000

 4,000

 All Other Fees

 —

 —

 Total Fees

 $
 150,500

 $
 150,500

 Audit-Related
Fees. Audit-Related Fees in 2021 consist of costs of review for our quarterly 10-Q filing for three quarters. Audit-Related Fees
in 20232 consist of costs of review for our quarterly 10-Q filing for three quarters, 2023 audit fees and 2022 audit fees.

 Tax
Fees. Tax Fees for 2021 consist of both federal and state Corporate tax returns. Tax Fees for 2023 consist of both federal and state
Corporate tax returns.in 2023 and 2022.

 All
Other Fees. There were no such fees incurred in 2023 or 2022.

 Board
of Directors ' Pre-Approval Policies and Procedures

 The
board of directors has adopted a policy for the pre-approval of audit and non-audit services rendered by our independent auditors, M&K
CPAs, who's firm ID is 2738. The policy generally pre-approves specified services in the defined categories of audit services,
audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the board's approval
of the scope of the engagement of the independent auditors or on an individual explicit case-by-case basis before the independent auditors
are engaged to provide each service.

 The
board of directors has determined that the rendering of the services other than audit services by M&K CPAs is compatible with maintaining
the principal accountant's independence.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 (a)(1)
Financial Statements

 The
following Consolidated Financial Statements of Mobivity Holdings Corp. appear at pages 20 to 45 in the Original Filing:

 Report
 of Independent Registered Public Accounting Firm

 Consolidated
 Balance Sheets as of December 31, 2023 and 2022

 Consolidated
 Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and
 2022

 Consolidated
 Statements of Changes in Stockholders' Equity (Deficit) for the years ended December
 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 (a)(2)
Consolidated Financial Statement Schedules

 The
schedules have been omitted as the required information is inapplicable or the information is otherwise included in the Original Filing.

 (a)(3)
Exhibits

 See
Exhibit Index, which is incorporated herein by reference.

 EXHIBIT

 Exhibit
 Number

 Description

 3.1

 Restated Articles of Incorporation filed with the Nevada Secretary of State on August 12, 2022 (1)

 3.2

 Bylaws (2)

 3.3

 Amendment No. 1 to Bylaws (3)

 3.4

 Amendment No. 2 to the Bylaws, effective as of May 20, 2013 (8)

 4.1

 Description of Capital Stock (9)

 10.1

 Employment Agreement dated December 24, 2010 with Dennis Becker (4)**

 10.2

 2013 Stock Incentive Plan of the Company adopted July 18, 2013 (6) **

 10.3

 Loan and Security Agreement dated November 14, 2018 between the Company and Wintrust Bank (7)

 10.4

 Employment Agreement dated December 7, 2020 with Lisa Brennan* **

 10.5

 Mobivity Holdings Corp. 2016 Stock Incentive Plan* **[A1]

 10.6

 Mobivity Holdings Corp. 2022 Equity Incentive Plan (10) **

 10.7

 Form of Restricted Stock Unit Award Agreement under 2022 Equity Incentive Plan (Director Form)*

 10.8

 Form of Restricted Stock Unit Award Agreement under 2022 Equity Incentive Plan (Employee Form)* **

 10.9

 Form of Non-Qualified Stock Option Agreement under 2022 Equity Incentive Plan (Director Form)*

 10.10

 Form of Non-Qualified Stock Option Agreement under 2022 Equity Incentive Plan (Employee Form)* **

 10.11

 Amended and Restated Credit Facility Agreement, dated as of November 11, 2022, between Mobivity Holdings Corp. and Thomas B. Akin (11)

 10.12

 Convertible Note, dated as of November 15, 2022 (11)

 10.13

 Amendment No. 1 to Amended and Restated Credit Facility Agreement and Convertible Notes, dated as of January 31, 2023, between Mobivity Holdings Corp. and Thomas B. Akin (12)

 10.14

 Form of Exercise Notice for Offer to Amend and Exercise completed March 16, 2023 (13)

 10.15

 Form of New Warrant issued March 16, 2023 (13)

 21.1

 List of Subsidiaries (7)

 31.1

 Certification of Principal Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (14)

 31.2

 Certification of Principal Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (14)

 31.3 8

 Certification of Principal Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.4

 Certification of Principal Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of Principal Chief Executive Officer, and Interim Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (14)

 101.INS

 The
 following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted
 Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements*

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith

 **

 Indicates
 management compensatory plan, contract or arrangement

 (1)

 by reference to the Company's Quarterly Report on Form 10-Q filed August 15, 2022

 (2)

 by reference to the Registration Statement on Form S-1 filed with the SEC on October 20, 2008

 (3)

 by reference to the Company's Current Report on Form 8-K filed December 2, 2011

 (4)

 by reference to the Company's Current Report on Form 8-K filed January 18, 2011

 (5)

 by reference to the Company's Current Report on Form 8-K filed August 10, 2012

 (6)

 by reference to the Company's Quarterly Report on Form 10-Q filed August 14, 2013

 (7)

 by reference to the Company's Annual Report on Form 10-K filed April 15, 2019

 (8)

 by reference to the Company's Current Report on Form 8-K filed May 24, 2013

 (9)

 by reference to the Company's Quarterly Report on Form 10-K filed March 30, 2022

 (10)

 by reference to the Company's Registration Statement on Form S-8 filed September 22, 2022

 (11)

 by reference to the Company's Quarterly Report on Form 8-K filed November 17, 2022

 (12)

 by reference to the Company's Registration Statement on Form 8-K filed February 6, 2023

 (13)

 by reference to the Company's Registration Statement on Form 8-K filed March 16, 2023

 (14)

 by reference to the Company's Annual Report on Form 10-K filed on April 17, 2024

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

 DATE:
 April 29, 2024

 MOBIVITY
 HOLDINGS CORP.

 /s/
 Skye Fossey-Tomaske

 Skye
 Fossey-Tomaske

 Interim
 Chief Financial Officer