Attached files
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| EX-10.1 - LETTER AGREEMENT - MobileSmith, Inc. | robertsmith-agreement.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): October 31, 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 October 31,
2017, the Board of Directors (the “Board”) of
MobileSmith, Inc. (the “Company”), appointed Robert L.
Smith to the Board. The appointment takes effect immediately. As of
the date of this report, Mr. Smith has not been appointed to any
committee of the Board.
Robert Smith is an
experienced multi-facility health care executive with varied
background in complex urban and rural health care
settings. During his 40-year career in the industry he has
held CEO and other executive positions of various for profit and
non-profit hospitals and health care organizations, where he
demonstrated ability to turnaround, create, and grow business units
in complex and competitive environments.
Mr.
Smith's broad business experience includes reorganization,
restructuring and public company experience at the CEO and Board of
Directors level.
Mr. Smith has
served on the boards of various healthcare organizations. He
currently serves on the boards of Parkland Center for Clinical
Innovation and Cobalt Rehabilitation Hospitals. He is a 2011
recipient of the Texas Hospital Associations Earl N. Collier Award
for Distinguished Health Care Administration.
Mr. Smith received
his Master of Health Administration Degree from Washington
University School of Medicine, St. Louis, MO and his Bachelor
of Science Degree in Psychology from University of Missouri in St.
Louis, MO.
The material terms
and conditions of Mr. Smith'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 the Company will
pay to Mr. Smith a cash fee of $2,500 per month.
In addition, the
Company has granted Mr. Smith options under the Company’s
2016 Equity Incentive Plan, to purchase 366,980 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 $1.99 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. Smith 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. Smith 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 October 11, 2017 between
MobileSmith, Inc. and Robert Smith.
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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:
November 6, 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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