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): January 29, 2021
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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
February 1, 2021, Randy Tomlin and Chanan Epstein submitted notice
of their resignations as members of the Board of Directors (the
"Board") of
MobileSmith, Inc. (the "Company") effective
immediately. Neither Mr. Tomlin nor Mr. Epstein sat on any
committees of the Board as the Board does not currently consist of
any committees. During their tenure, both Mr. Tomlin and Mr.
Epstein contributed to the strategy and development of Company's
philosophy, market and products.
Mr.
Tomlin’s and Mr. Epstein's resignations were not a result of
any disagreements with the Company, the Board, or the
Company’s independent auditor with respect to the
Company’s operations, policies or practices. Their
resignations were in recognition of the Company’s need to
recruit to new members to the Board with significant expertise in
the Healthcare and Healthcare Payer industries. The Board intends
to begin seeking such candidates in the upcoming months. The
Company’s belief is that such new Board members will enable
the Company to continue development of a comprehensive suite of
products for the industry and to establish necessary relationships
to emerge as a recognized leader the Healthcare and Healthcare
Payer industries while delivering shareholder value.
Copies
of Mr. Tomlin’s and Mr. Epstein's resignation letters dated
February 1, 2021 are attached to this Current Report on Form as
Exhibits 99.1 and 99.2, respectively.
In
connection with their resignations from the Board, both Mr. Tomlin
and Mr. Epstein entered into letter agreements with the Company
dated as January 29, 2021 (collectively, the "Letter Agreements") The
letter agreements are effective from February 1, 2021 to December
31, 2021 and provide that Mr. Tomlin and Mr. Epstein will serve as
advisors to the Company as requested by the Company, potentially
including (i) corporate strategy, and marketing and business
development and (ii) use their contacts to connect the Company with
high level customers, strategic partners and/or potential
acquirers. The Letter Agreements do not provide for any cash
compensation to Mr. Tomlin or Mr. Epstein, provided,
however, options to
purchase shares of the Company’s common stock previously
issued to Mr. Tomlin and Mr. Epstein pursuant to the MobileSmith
Inc. 2016 Equity Compensation Plan remain in effect, subject to the
terms of the respective stock option agreement. As of the date
hereof, Mr. Tomlin has fully vested options to purchase up to
468,860 shares of common stock and Mr. Epstein has options to
purchase up to 620,000 shares of common stock, of which 169,250 are
fully vested with the remaining portion to continue to vest as set
forth in the original option agreement.
The
foregoing description of the Letter Agreements by the Company do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Letter Agreements which are
attached as Exhibits 99.1 and 99.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit
99.1 Letter agreement between MobileSmith, Inc. and Randy Tomlin
dated January 29, 2021.
99.2
Letter agreement between MobileSmith, Inc. and Chanan Epstein dated
January 29, 2021.
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:
February 2, 2021
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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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3
