Attached files
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| EX-10.1 - LETTER AGREEMENT - MobileSmith, Inc. | most_agreement-lepore.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): March 21, 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 March 21, 2018,
the Board of Directors (the “Board”) of MobileSmith,
Inc. (the “Company”), appointed Jerry Lepore to the
Board. The appointment takes effect on April 2, 2018. As of the
date of this report, Mr. Lepore has not been appointed to any
committee of the Board.
Mr. Lepore is an experienced business and technology executive with
strong background in healthcare, insurance, financial services,
education, and software industries. In his 40 year career he has
held CEO, COO and CTO positions in public and private companies. He
has also provided transitional leadership in turnaround and/or
growth situations. Mr.
Lepore has
founded and operated several companies in the software and
strategic services industries. He has experience in capital raises,
public offerings, strategic sales, corporate acquisitions, and
mergers.
Mr. Lepore has served on boards of healthcare and software
organizations. He received a Bachelor of Science Degree in
Mathematics from the University of Connecticut in Storrs,
CT.
The material terms
and conditions of Mr. Lepore'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. Lepore 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 $2.00
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. Lepore 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. Lepore 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 March 20, 2018 between
MobileSmith, Inc. and Jerry Lepore.
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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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Date: March 27, 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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