most_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 29, 2018
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MOBILESMITH,
INC.
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(Exact Name of Registrant as Specified in Its
Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-32634
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95-4439334
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(Commission File
Number)
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(IRS Employer
Identification No.)
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5400
Trinity Rd., Suite 208
Raleigh,
North Carolina
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27607
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(Address of
Principal Executive Offices)
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(Zip
Code)
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855-516-2413
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(Registrant’s
Telephone Number, Including Area Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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).
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Emerging growth
company ☐
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If
an emerging growth company, indicate by checkmark 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 May 29, 2018, the Board of Directors (the “Board”)
of MobileSmith, Inc. (the “Company”) appointed the
Company’s Executive Chairman Randy Tomlin to the additional
positions as the Company’s President and Chief Executive
Officer. Mr. Tomlin’s appointment is consistent with
the Company embarking on an additional strategy that will expand
the Company’s healthcare industry offerings beyond the
healthcare provider space.
The Board also approved Mr. Tomlin’s compensation at $250,000
per year.
In conjunction with Mr. Tomlin’s appointment to the office of
Chief Executive Officer, the Company’s former Chief Executive
Officer, Bob Dieterle, resigned from all positions held at the
Company. The resignation is not the result of any
disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
In connection with Mr. Dieterle’s resignation, the Company
and Mr. Dieterle entered into a Separation Agreement and General
Release (the “Separation Agreement”) pursuant to which
Mr. Dieterle will receive an aggregate amount of $90,000 over a
six-month period. Mr. Dieterle is also entitled to maintain his
medical coverage through the end of the separation
agreement. The foregoing summary of the
principal terms of the Separation Agreement do not purport to be
complete and is qualified in its entirety by reference to the
Separation Agreement attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
The Company also granted to employees options under the
Company’s stock option plan to purchase an aggregate of
4,885,778 shares of the Company’s common stock, of which
options for 1,000,000 shares were granted to Randy Tomlin, the
Executive Chairman and newly appointed Chief Executive Officer and
President, and options for 430,000 shares were granted to Gleb
Mikhailov, the Company’s Chief Financial Officer. All
of the options granted are exercisable at a per-share exercise
price of $1.95 and have a ten-year life with annual vesting over a
five-year term.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1 Separation Agreement and General Release between MobileSmith,
Inc. and Bob Dieterle
SIGNATURES
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.
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Date:
June 4, 2018
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Company Name: MobileSmith Inc.
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By: /s/ Gleb
Mikhailov
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Gleb
Mikhailov
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Chief
Financial Officer
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