Attached files
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| EX-10.1 - EXHIBIT 10.1 LETTER AGREEMENT - MobileSmith, Inc. | most_agreement-hemmig.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): August 11, 2017
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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
August 11, 2017, the Board of Directors (the “Board”)
of MobileSmith, Inc. (the “Company”), appointed Ray
Hemmig to the Board. The appointment takes effect immediately. As
of the date of this report, Mr. Hemmig has not been appointed to
any committee of the Board.
Ray
Hemmig has more than 40 years of executive and board experience in
the retail and restaurant industries, including: J. C. Penney
(Store Management/Operations), Hickory Farms of Ohio (Franchise
Operations, Director of Training, Regional VP West Coast, National
Operations), Grandy’s (VP Operations, COO; EVP (Saga Corp),
Ace Cash Express (CEO, Executive Chairman, Chairman), Buffet
Partners, LP dba Furr’s Fresh Buffet (CEO, Chairman). He
founded in October 1995 Retail and Restaurant Growth Capital (RRGC)
- a small business investment company (SBIC) that has been
providing growth capital to retail and restaurant industries
for over 20 years. In 2013 Mr. Hemmig founded Hemmig
Investments, LTD - a family investment office based in Dallas, TX,
which is involved in non-controlling investments in privately held
businesses in a variety of industries.
Mr.
Hemmig has served in an active investor and/or management roles in
successful M&A transactions: Grandy's to Saga Corp. in 1983; On
the Border's to Brinker in 1996; the sale of Ace Cash Express in
2006; the sale of Restoration Hardware in 2008; and multiple
private company transactions at RRGC. His current and recent
ventures include: Snappy Salads – based in Dallas, TX; The
PGA Tour Super Stores and Taco Mac – both based in Atlanta,
GA.
Mr.
Hemmig has extensive (40+) corporate Board experience. He has
served on multiple public and privately held company boards:
Communications World; Party City (NYSE:PRTY); On the Border; Ace
Cash Express; Restoration Hardware (NYSE:RH); Full House Resorts
(NASDAQ:FLL), as well as numerous other privately held company
boards in the US and abroad. Mr. Hemmig is also an active member
and board member of the North Texas Chapter of the National
Association of Corporate Directors (NACD), where he holds the
highest “Leadership Fellow” Director status. He was a
Director of The University of Texas at Dallas’s, Institute
for Excellence in Corporate Governance (the "IECG"), and currently,
he is the Chair of the Jindal School of Management Advisory Board
at The University of Texas at Dallas (the "UTD"), where he also
serves on the Development Board. He is a frequent speaker on the
subjects of corporate governance and retail and restaurant trade
industries.
Mr.
Hemmig has served on various Industry and Non-Profit
affiliations such as: Dallas Restaurant Association (Past
President), Texas and National Restaurant Associations (Director),
International Franchise Association, International Shopping Center
Association, FiSCA (formerly NaCCA), North Texas Food Bank (Board
Member and Past President) and other educational, community service
and charitable entities.
Mr.
Hemmig received his business education from the University of
Toledo in Toledo, Ohio.
The
material terms and conditions of Mr. Hemmig's appointment are set
forth in appointment letter, which is filed with this report as
Exhibit 10.1 and incorporated herein by reference (the
“Appointment Letter”). The material terms of the
Appointment Letter are summarized as follow: in consideration for
advisory services including providing strategic advice to the
Company, promoting the Company in the business and investment
community and marketing certain of the Company's products and
services, the Company will pay to Mr. Hemmig a cash fee of $2,500
per month.
In
addition, the Company has granted Mr. Hemmig options under the
Company’s 2016 Equity Incentive Plan, to purchase 338,146
shares of the Company’s common stock par value $0.001 per
share, which options are scheduled to vest over a three year
period in equal quarterly installments, at exercise price of $1.40
per share, subject to accelerated vesting upon the occurrence of
certain specified events. The foregoing description of the
Appointment Letter is qualified in its entirety by reference to the
full text of the Appointment Letter attached hereto as
Exhibit 10.1 and does not
purport to be complete.
There
are no family relationships between Mr. Hemmig and any director or
other executive officer of the Company, and he was not selected by
the Board to serve as a director pursuant to any arrangement or
understanding with any person. Mr. Hemmig has not engaged in any
transaction that would be reportable as a related party transaction
under Item 404(a) of Regulation SK.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
10.1 Letter Agreement dated as of August 11, 2017 between
MobileSmith, Inc. and Ray Hemmig.
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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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Company Name
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Date: August
17, 2017
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By:
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/s/ Gleb
Mikhailov
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Gleb
Mikhailov
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Chief Financial
Officer
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