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): September 21, 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 Identification No.)

5400 Trinity Rd., Suite 208

Raleigh, 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

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 8.01 Other Events.

On September 21, 2022, MobileSmith, Inc. (the “Company”) determined that its primary sources of historical funding were no longer available to the Company based on various communications and, in some cases, meetings with such sources.

The Company believes this likely constitutes a material adverse effect as such term is defined in both (i) the Loan and Security Agreement dated June 9, 2014 between the Company and Comerica Bank and (ii) the form of the Company’s Series A Exchange Agreement relating to the Company’s Series A Convertible Preferred Stock.

The Company is currently evaluating and pursuing all possible strategic alternatives though it is possible that the Company may not be able to achieve any acceptable strategic alternative.

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: September 21, 2022	MobileSmith, Inc.

	By:	/s/ Gleb Mikhailov
		Gleb Mikhailov
		Interim Chief Executive Officer and Chief Financial Officer

MobileSmith, Inc. 8-K