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): April 27, 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 3.02 UNERGISTERED SALES OF EQUITY
SECURITIES
On April 27, 2018, MobileSmith Inc. (the “Company”)
issued 2,272,727 shares of its common stock par value $0.001 per
share (the “Common Stock”) to Union Bancaire Privee,
UBP SA (“UBP”) upon UBP’s conversion of
$3,250,000 in principal amount of the Company’s promissory
note issued under the Convertible Secured Subordinated Note
Purchase Agreement entered into on November 14, 2007 between the
Company and UBP, as amended (the “2007 Note Purchase
Agreement”). In addition, on April 20, 2018, the Company
issued 1,223,776 shares of its Common Stock upon conversion by
Grasford Investments Ltd., (“Grasford”) of $1,750,000
in principal amount of the Company’s promissory note issued
under the 2007 Note Purchase Agreement. Under the terms of the 2007
Note Purchase Agreement, the Notes issued thereunder are
convertible at a fixed rate of $1.43 per
share.
Following
the issuances of the shares of the Company’s Common Stock,
the Company’s outstanding shares of Common Stock is
28,219,150 shares.
The issuance of the Common Stock is exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving a public offering and Rule 506
promulgated by the United States Securities and Exchange Commission
under the Securities Act of 1933, as amended (the
“Act”) the Company relied in part on the following
facts: (1) the investors had access to information regarding the
Company; (3) each investor represented that it (a) had the
requisite knowledge and experience in financial and business
matters to evaluate the merits and risk of an investment in the
Company, (b) was able to bear the economic risk of an investment in
the Company, (c) acquired the securities for its own account in a
transaction not involving any general solicitation or general
advertising, and not with a view to the distribution thereof and
(d) is an “accredited investor”; and (4) a restrictive
legend was placed on each certificate or other instrument
evidencing the purchased securities.
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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: May 3,
2018
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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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3