UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~January~~May 331, 2022

MOBILESMITH, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-32634		95-4439334
(Commission File Number)		(IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)
5400 Trinity Rd., Suite 208 Raleigh, North Carolina		27607
5400 Trinity Rd., Suite 208Raleigh, North Carolina		27607
(Address of Principal Executive Offices)		(Zip Code)

855-516-2413

(Registrant’s Telephone Number, Including Area Code)

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:

☐	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

None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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).

Emerging growth company ☐

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 ~~January~~May 331, 2022, MobileSmith, Inc., ~~(the~~a ~~"Company")~~Delaware ~~entered~~corporation ~~into an Executive Employment Agreement Christopher J. Caramanico~~ (the “~~Employment Agreement~~Company”) ~~to assume the role of the Company's Chief Executive Officer with an initial effective date February 1~~, ~~2022. On January 6, 2022, the Company and Mr. Caramanico~~ entered into ana ~~Amendment~~Fourth ~~1 to Executive Employment Agreement (the “~~Amendment”) to ~~amend~~Loan ~~the~~and ~~effective~~Security ~~date of the Employment~~ Agreement ~~from February 1, 2022 to January 31, 2022~~ (the “~~Effective~~Fourth ~~Date~~Amendment”)~~. The~~ ~~Employment~~with ~~Agreement~~Comerica ~~and~~Bank ~~the Amendment were unanimously approved by the Company’s Board of Directors~~ (~~the~~ “~~Board~~Comerica”). On the Effective Date, the Board has also appointed Mr. Caramanico to the Board. On Effective Date, Jerry Lepore, Company's current Chief Executive Officer will relinquish his current responsibilities as the Company’s Chief Executive Officer but will continue representing shareholders as a member of the Board.

~~Pursuant~~As tobackground, the ~~terms~~Company ofand ~~the~~Comerica ~~Employment~~are ~~Agreement,~~parties ~~Mr.~~to ~~Caramanico~~a ~~will~~Loan ~~(i)~~and ~~receive~~Security aAgreement ~~salary~~dated ofJune ~~$300~~9,~~000~~ ~~per year~~2014, ~~(ii)~~as ~~receive~~amended an(the ~~option~~“Loan toAgreement”), ~~purchase~~whereby upComerica agreed to ~~500,000~~loan ~~shares of~~ the Company’s ~~common~~up ~~stock~~to ~~within~~$5,000,000. ~~thirty-one~~Currently, ~~days~~there ~~after~~is ~~the~~$5,000,000 ~~Effective~~in ~~Date~~principal atoutstanding anunder ~~exercise price determined by~~ the ~~closing~~Loan ~~price~~Agreement ofand the ~~Company’s~~previously ~~common~~extended ~~stock~~maturity ondate ~~the Effective Date and (iii) be eligible for an annual bonus~~ of ~~up to 30% of his annual salary based on~~ the ~~Company~~Loan ~~achieving~~Agreement ~~certain~~was ~~performance~~June ~~objectives~~9, ~~and payable in a combination of cash and stock options~~2022.

The ~~initial~~Fourth ~~term~~Amendment ~~of the Employment Agreement will expire on December 31, 2024 (the “Initial Term”) unless otherwise terminated as described below. Pursuant~~ to the ~~Employment~~Loan Agreement, ifextends ~~Mr. Caramanico’s employment is terminated by Mr. Caramanico for good reason (as such term is defined in Employment Agreement), or by~~ the ~~Company~~previously ~~without~~extended ~~cause~~maturity ~~(as~~date ~~such term is defined in Employment Agreement) prior to end~~ of the ~~Initial~~Loan ~~Term,~~Agreement ~~Mr.~~from ~~Caramanico~~June ~~will be entitled to receive~~9, in2022 ~~addition~~ to ~~other~~June ~~unpaid amounts owed to him (e.g.~~9, ~~for base salary, accrued personal time and business expenses), certain severance benefits for a period of twelve months after such separation as further described in the Employment Agreement~~2024.

IfExcept ~~the Company terminates Mr. Caramanico’s employment~~ for ~~cause~~extending ~~(as defined in~~ the ~~Employment~~maturity ~~Agreement~~date ~~or employment terminates~~ as adescribed ~~result of Mr. Caramanico’s resignation~~above, ~~death~~the orFourth ~~disability~~Amendment ordoes ifnot ~~Mr.~~amend ~~Caramanico~~any ~~resigns~~other ~~without~~term ~~good~~of ~~reason,~~the ~~Mr.~~Loan ~~Caramanico~~Agreement ~~will~~in ~~only~~any bematerial ~~entitled to unpaid amounts owed to him~~respect.

~~Mr.~~The ~~Caramanico,~~foregoing ~~56,~~description isof anthe ~~experienced~~Fourth ~~senior~~Amendment ~~executive,~~does ~~whose~~not ~~focus~~purport isto ~~strategic~~be ~~oversight,~~complete ~~growth,~~ and ~~business~~is ~~operations.~~qualified ~~Mr.~~in ~~Caramanico~~its ~~has~~entirety ~~spent~~by ~~over~~reference 20to ~~years~~the infull text of the ~~Healthcare~~Fourth ~~Information~~Amendment, ~~Technology~~a ~~(HIT)~~copy ~~space~~of ~~partnering~~which ~~with~~is ~~top~~attached ~~companies~~hereto ~~like~~as ~~Cerner, IDX/GE~~Exhibit 10.1 and ~~EPIC~~is ~~Systems~~incorporated herein by reference.

~~Previously~~The ~~Mr.~~original ~~Caramanico~~Loan ~~lead~~Agreement ~~Orthus~~is ~~Health~~filed as ~~its~~Exhibit ~~Chief Executive Officer and President~~10.1 ~~Mr.~~to ~~Caramanico~~the ~~has~~Company’s ~~served~~Quarterly inReport ~~senior~~on ~~leadership~~Form ~~positions~~10-Q ~~with Eclipsys/Allscripts and was responsible~~ for ~~new~~the ~~business~~period ~~sales~~ended ~~and~~June ~~enterprise revenue cycle product development. Previously at McKesson~~30, ~~Mr.~~2014 ~~Caramanico~~filed ~~led~~with the ~~Managed~~Securities ~~Services~~and ~~Group~~Exchange ~~(MSG),~~Commission ~~including~~on ~~remote~~August ~~hosting~~13, ~~IT outsourcing~~2014, ~~and~~a ~~technology~~copy ~~sales.~~of ~~Mr.~~which ~~Caramanico~~is ~~began~~attached ~~his~~hereto ~~HIT~~as ~~career~~Exhibit in10.2 ~~imaging~~ and ~~software~~is ~~consulting~~incorporated ~~sales~~herein by reference.

MrItem 2.03 ~~Caramanico~~Creation ~~received~~of ~~his~~a BSDirect ~~degree~~Financial inObligation ~~Business~~or ~~Administration,~~an ~~Marketing~~Obligation ~~and~~under ~~Management~~an ~~from~~Off-Balance ~~University~~Sheet Arrangement of ~~Rhode~~a ~~Island~~Registrant.

~~The~~All ~~foregoing~~information ~~summary~~set offorth ~~certain terms of the Employment Agreement and the Amendment do not purport to be complete and are subject to, and qualified~~ in ~~their~~Item ~~entirety by, the full text of Employment Agreement and the Amendment, copies of which are attached hereto as Exhibits 10.~~1 ~~and 10~~.201 ~~and~~of ~~are hereby incorporated into~~ this Current Report on Form 8-K is hereby incorporated herein by ~~reference~~referenced.

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 reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

10.1	Executive Employment Agreement dated January 3, 2022 between MobileSmith, Inc. and Christopher J. Caramanico (pursuant to Item 601 of Regulation S-K certain information contained in this Exhibit 10.1 was redacted as indicated therein).	Fourth Amendment to Loan and Security Agreement dated May 31, 2022 between MobileSmith, Inc. and Comerica Bank.
10.2	~~Amendment 1 to Executive Employment Agreement dated January 6, 2022 between MobileSmith, Inc. and Christopher J. Caramanico.~~	Loan and Security Agreement dated June 9, 2014 between MobileSmith, Inc. and Comerica Bank (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2014).

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.

	Company Name:
	MobileSmith Inc.
Date: January 7, 2022	By:	/s/ Gleb Mikhailov
Date: June 6, 2022	By:	/s/ Gleb Mikhailov
		Name
		Gleb Mikhailov
		Gleb Mikhailov Chief Financial Officer
		Chief Financial Officer

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