UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 814, 2019 (November 514, 2019)

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Tapinator, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	333-224531	46-3731133
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

110 West 40^th Street, Suite 1902, New York, NY 10018

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (914) 930-6232

N/A

(Former name or former address, if changed since last report)

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 ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined 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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark 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 52.02 –— ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer~~Condition

On November 514, 2019 ~~(the “Appointment Date”)~~, ~~the Board of Directors of~~ Tapinator, Inc. (the “Company”) ~~appointed~~issued ~~Spencer G. Feldman as~~ a ~~member~~press ofrelease reporting the Company’s ~~Board~~results offor ~~Directors.~~the ~~The~~quarter ~~Company~~ended ~~intends~~September to30, ~~appoint Mr~~2019. ~~Feldman~~The topress berelease ais ~~member~~attached ofas ~~its~~Exhibit ~~Audit~~99.1 ~~Committee~~hereto and ~~the~~is ~~Chairman~~incorporated ofherein ~~its~~by ~~Nominating and Corporate Governance Committee, which the Board of Directors plans to establish in the near future~~reference.

~~Mr.~~The ~~Feldman~~information ~~is a partner~~ in ~~the~~Item 2.02 ~~New York City law firm~~ of ~~Olshan~~this ~~Frome Wolosky LLP~~report, ~~where~~including hethe ~~has~~press ~~been~~release aattached ~~member~~as ofExhibit ~~its corporate and securities group since September 2013~~99. ~~He was previously a principal shareholder in the law firm Greenberg Traurig LLP~~1, ~~practicing~~is infurnished ~~its corporate~~ and ~~securities~~shall ~~department,~~not ~~which~~be hedeemed ~~joined~~to inbe ~~1993.~~“filed” ~~Mr.~~for ~~Feldman~~purposes ~~has~~of ~~more~~Section 18 ~~than 30 years~~ of ~~experience~~the ~~practicing~~Securities ~~corporate~~Exchange ~~and~~Act ~~securities~~of ~~law~~1934, ~~and~~as ~~concentrates~~amended, ~~his~~or ~~practice~~otherwise insubject to the ~~areas~~liabilities of ~~initial~~that ~~public~~section. ~~offerings~~Furthermore, ~~follow-on~~such ~~offerings,~~information ~~shelf~~shall ~~takedowns,~~not ~~confidentially~~be ~~marketed~~deemed ~~offerings,~~to ~~registered~~be ~~directs,~~incorporated ~~PIPEs~~by ~~and~~reference ~~other~~into ~~private~~the ~~financings,~~filings ~~and~~of ~~mergers~~the &registrant ~~acquisitions~~under ~~with~~the ~~public~~Securities ~~companies,~~Act ~~with~~of ~~an emphasis on representing computer~~1933, ~~Internet,~~as ~~media and other technology-driven companies~~amended.

~~Arrangement~~Item or9.01 ~~Understanding~~— Financial Statements and Exhibits.

~~On the Appointment Date, the Company and Mr. Feldman entered into a Board of Directors Agreement~~ (~~the “Board Agreement”~~d), which contains certain obligations of the Company with respect to compensation to be paid to Mr. Feldman (as described below) as well as certain termination, confidentiality and other obligations of Mr. Feldman. Except for the terms of the Board Agreement, there is no arrangement or understanding between Mr. Feldman and any other persons relating to the Company. Exhibits

~~Related~~99.1 ~~Party~~Press ~~Transactions~~release issued by Tapinator, Inc. dated November 14, 2019.

~~There are no related party transactions with respect to Mr. Feldman and the Company reportable under Item 5.02 of Current Report on Form 8-K and Item 404(a) of Regulation S-K.~~SIGNATURES

~~Compensatory~~Pursuant ~~Arrangements~~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.

~~On the Appointment Date and pursuant to the Board Agreement~~Tapinator, ~~the Company granted Mr~~Inc. ~~Feldman~~By: ~~a non-qualified stock option to purchase up to 200,000 shares of the Company’~~/s/ ~~common~~Ilya ~~stock~~Nikolayev ~~(the~~Ilya ~~“Option”)~~Nikolayev ~~with~~Chief anExecutive exercise price of $0.048 per share, which was the closing price of the Company’s common stock on November 5, 2019. The Option vests in eight equal quarterly share installments at the end of each quarterly anniversary of the Board Agreement. Additionally, beginning in fiscal year 2020, Mr. Feldman will be paid $20,000 per year in cash, payable in quarterly installments for each quarter he is a member of the Board (subject to the limitations set forth in the Board Agreement).Officer

~~The~~Date: ~~foregoing is only a brief description of the material terms of the Board Agreement~~November 14, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Board Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.2019

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Board of Directors Agreement dated November 5, 2019 between Tapinator, Inc. and Spencer G. Feldman.

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.

Tapinator, Inc. By: /s/ Ilya Nikolayev Ilya Nikolayev Chief Executive Officer

Date: November 8, 2019

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