Current Report Filing (8-k)
March 23 2020 - 8:57AM
Edgar (US Regulatory)
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 18, 2020
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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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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Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 1.01 Entry into a Material Definitive Agreement.
On
March 18, 2020 (the “Effective Date”), MobileSmith,
Inc. (the “Company”) entered into an Executive
Employment Agreement with Jerry Lepore to serve as the
Company’s Chief Executive Officer (the “Lepore
Agreement”). Mr. Lepore has served as the Company’s
Chief Executive Officer since January 17, 2020 without a formal
employment agreement and is a current member of the Company’s
Board of Directors (the “Board”). The Lepore Agreement
will continue until December 31, 2020 (the “Initial
Term”) unless terminated pursuant to its terms as described
below.
Under
the Lepore Agreement, Mr. Lepore is entitled to an annual base
salary of $300,000. The base salary may be increased but not
decreased in the sole discretion of the Board. Mr. Lepore is not
entitled to an annual bonus during the Initial Term unless granted
at the sole discretion of the Board. Subsequent to the Initial
Term, Mr. Lepore shall be entitled to an annual bonus subject to
the terms and conditions upon which the Company and Mr. Lepore may
agree. Mr. Lepore shall not be eligible for commissions on any
sales or for any sales involvement.
Also
and pursuant to the Company’s 2016 Equity Compensation Plan,
Mr. Lepore will be granted (i) within thirty days
after the Effective Date an option to purchase up to 375,000
shares of the Company’s common stock subject to vesting
terms and an exercise price yet to be determined and
(ii) an option to
purchase up to an additional 375,000 shares of the Company’s
common stock which will be granted upon the Company achieving
certain business objectives and once granted be subject to vesting
terms and an exercise price yet to be determined The specific terms of each of the option grants
will be announced once they are
determined.
Pursuant
to the Lepore Agreement, if Mr. Lepore’s employment is
terminated by Mr. Lepore for good reason (as such term is defined
in Lepore Agreement), or by the Company without cause (as such term
is defined in Lepore Agreement) prior to July 1, 2020, Mr. Lepore
will be entitled to receive, in addition to other unpaid amounts
owed to him (e.g., for base salary, accrued personal time and
business expenses): (i) to the then base salary for a period of
three months (in accordance with the Company’s general
payroll policy) and (ii) substantially similar coverage under the
Company’s then-current group insurance coverage for a period
of three months.
If the
Company terminates Mr. Lepore’s employment for cause or
employment terminates as a result of Mr. Lepore’s
resignation, death or disability or if Mr. Lepore resigns without
good reason, Mr. Lepore will only be entitled to unpaid amounts
owed to him.
The
foregoing summary of certain terms of the Lepore Agreement does not
purport to be complete and is subject to, and qualified in their
entirety by, the full text of Lepore Agreement, a copy of which are
attached hereto as Exhibits 10.1 and is hereby incorporated into
this Current Report on Form 8-K by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Compensatory Arrangements for Existing Officers and
Director
All
information set forth in Item 1.01 of this Current Report on Form
8-K is hereby incorporated herein by referenced.
Additionally,
on March 18, 2020, Robert Smith, a current member of the Board, was
appointed as the Chairman of the Board and will receive a $5,000
per month cash retainer as compensation for such
position.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit
10.1
Executive
Employment Agreement dated March 18, 2020 between MobileSmith, Inc.
and Jerry Lepore.
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.
Date:
March 23, 2020
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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
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