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 8, 2014

MobileBits Holdings Corporation

(Exact name of registrant as specified in its charter)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Election of Directors

On September 8, 2014, the Board approved the election of Kent Kirschner as a Director of the Company. 

Kent Kirschner, age 42, is the Interim Chief Executive Officer of the Company. Prior to serving the Company in that role, Mr. Kirschner was the Vice President Global Business Development at the Company, with responsibility managing the growth of Samy through retail, media and reseller partners. While serving as Interim Chief Executive Officer, Mr. Kirschner has continued to serve as Vice President Global Business Development. He brings two decades of experience working in the media, production and advertising industries. Mr. Kirschner began his career as a production manager working on National Geographic films in remote countries around the world. Since 1998, Mr. Kirschner has worked in a variety of roles with several major companies that are focused on publishing, digital advertising and social media.

As Director of Latin America for Universal Press, a leading provider and syndicator of editorial content, Mr. Kirschner grew the Latin America business unit by 80%. From there he went on to build and manage a chain of Hispanic newspapers that grew to be published in more than 30 U.S. markets. Moving from print media to digital, Mr. Kirschner joined Neighborhood America, a leading provider of enterprise social media platforms, and was charged with building an advertising and media business unit which included projects with AMEX, Scripps Networks (HGTV), Rodale and Kodak. He then went on to join Traffiq, one of the first demand side platform's (DSP) in the digital advertising industry as its Director for Latin America. While there, he built a publisher network of 300+ ad networks and independents generating almost 100 million monthly unique visitors.

Mr. Kirschner received a B.A. degree from Columbia University in Latin American Studies and was a Rotary International Ambassadorial scholar.

Family Relationships and Other Arrangements or Understandings

There are no family relationships between any of the Company’s directors or officers and Mr. Kirschner. There is no arrangement or understanding between Mr. Kirschner and any other person pursuant to which Mr. Kirschner was elected as a Director of the Company.

Related Party Transactions

There have been no transactions nor are there any proposed transactions between the Company and Mr. Kirschner reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.

Material Plans, Contracts or Arrangements and Employment Agreements

Director Agreement with Kent Kirschner (employee director)

On September 8, 2014, Kent Kirschner entered into a Director Agreement with the Company. The term of the agreement is for one year, and is subject to renewal upon re-election by a majority of the shareholders of the Company. Pursuant to the Director Agreement, Mr Kirschner shall be paid meeting fees of $300 per meeting of the Board attended in person and $150 per meeting of the Board attended remotely. In addition, upon his election Mr. Kirschner shall receive nonqualified stock options to purchase an aggregate of 120,000 shares of the common stock of the Company at an exercise price of $0.15, which stock options shall vest on the one year anniversary of Mr. Kirschner’s election to the Board. Upon the eighteen (18) month anniversary of his election, Mr. Kirschner shall receive additional nonqualified stock options to purchase an aggregate of 180,000 shares of the common stock of the Company at an exercise price of $0.15, should Mr. Kirschner remain on the Board of Directors of the Company until such time, which stock options shall be immediately vested and exercisable.

Also, pursuant to the Director Agreement, the Company agreed to indemnify Mr. Kirschner to the fullest extent that would be permitted by law or by the organizational documents of the Company for certain liabilities arising by reason of his directorship with the Company, excluding liabilities resulted from fraud, gross negligence or willful misconduct of Mr. Kirschner.   Mr. Kirschner is also subject to a non-disclosure covenant and a non-solicitation covenant.

The foregoing description of the Director Agreement for Mr. Kirschner is qualified in its entirety by reference to the Kirschner Director Agreement, a copy of which the company intends to file with an upcoming periodic report.

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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