UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~October~~November 28, 2019 (~~September~~November 305, 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	None	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 5.02 —– Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain ~~Officers.~~Officer

On ~~September~~November 305, 2019, ~~Tapinator, Inc.~~ (the “~~Company~~Appointment Date”) ~~entered into an Award Purchase~~, ~~Cancellation and Release Agreement (~~the ~~“Award~~Board ~~Agreement”) with certain~~ of ~~its~~Directors ~~executive officers and members~~ of ~~the~~Tapinator, ~~Board~~Inc. ~~of Directors~~ (the “~~Participants~~Company”). ~~Pursuant~~appointed toSpencer ~~the~~G. ~~terms~~Feldman ofas ~~the~~a ~~Award~~member ~~Agreement,~~of the Company’s ~~agreed~~Board ~~to repurchase any undelivered shares~~ of ~~common~~Directors. ~~stock~~The ~~underlying~~Company ~~certain~~intends ~~restricted stock unit awards previously granted~~ to ~~the~~appoint ~~Participants, to the extent such awards had vested, and cancel the remaining unvested portion of such restricted stock units~~Mr. AsFeldman ~~consideration for the repurchase and cancellation, the Participants were granted stock options representing the right~~ to ~~purchase~~be a ~~number~~member of ~~shares~~its ofAudit ~~common~~Committee ~~stock~~and ~~equal to~~ the ~~number~~Chairman of ~~restricted~~its ~~stock~~Nominating ~~units initially granted to such Participant~~ and aCorporate ~~one-time~~Governance ~~cash payment. The following table sets forth~~Committee, ~~with~~which ~~respect to each Participant,~~ the ~~number~~Board of ~~vested~~Directors ~~restricted~~plans ~~stock~~to ~~units~~establish ~~repurchased~~in by the ~~Company,~~near ~~the number of unvested restricted stock units that were cancelled, the number of shares underlying the newly awarded stock options and the amount the cash paid to the Participant:~~future.

Name	Position	Vested RSUs/Unvested RSUs	Option Grant/Cash Payment
Ilya Nikolayev	Chief Executive Officer, Director	555,555/4,444,445	5,000,000/$25,000
Andrew Merkatz	President, Chief Financial Officer, Director	555,555/4,444,445	5,000,000/$25,000
Teymour Farman-Farmian	Director	27,776/222,224	250,000/$1,250
Brian Chan	Vice President of Finance and Accounting	0/250,000	250,000/$1,250

Mr. Feldman is a partner in the New York City law firm of Olshan Frome Wolosky LLP, where he has been a member of its corporate and securities group since September 2013. He was previously a principal shareholder in the law firm Greenberg Traurig LLP, practicing in its corporate and securities department, which he joined in 1993. Mr. Feldman has more than 30 years of experience practicing corporate and securities law and concentrates his practice in the areas of initial public offerings, follow-on offerings, shelf takedowns, confidentially marketed offerings, registered directs, PIPEs and other private financings, and mergers & acquisitions with public companies, with an emphasis on representing computer, Internet, media and other technology-driven companies.

~~Each~~Arrangement ofor the stock option grants were awarded pursuant to the Company’s form of Stock Option Grant and Agreement (the “Option Agreement”). Each of the stock option grants has a per share exercise price of $0.06 and vests as follows: (i) 50% in three substantially equal installments (with the first two installments rounded down for any fractional shares) on the last day of October, November, and December in 2019 (with the third installment including any fractional shares that were rounded down from the first and second installments) and (ii) the remaining 50% in 12 substantially equal installments (with the first 11 installments rounded down for any fractional shares) on the last day of each month in 2020 (with the 12th installment including any fractional shares that were rounded down from the first 11 installments). Understanding

~~The~~On ~~foregoing is only a brief description of~~ the ~~material~~Appointment ~~terms~~Date, of the ~~Award~~Company ~~Agreement~~ and ~~Option~~Mr. ~~Agreement,~~Feldman ~~does~~entered ~~not~~into ~~purport~~a toBoard beof aDirectors ~~complete~~Agreement ~~description~~(the of“Board ~~the~~Agreement”), ~~rights~~which ~~and~~contains certain obligations of the ~~parties~~Company ~~thereunder,~~with ~~and~~respect isto ~~qualified~~compensation into ~~its~~be ~~entirety~~paid ~~by reference~~ to ~~the~~Mr. ~~Award~~Feldman ~~Agreement~~(as ~~that~~described isbelow) ~~filed~~ as ~~Exhibit~~well ~~10.1~~as tocertain ~~this~~termination, ~~Current~~confidentiality ~~Report on Form 8-K~~ and ~~the~~other ~~Form~~obligations of ~~Option~~Mr. ~~Agreement~~Feldman. ~~that~~Except ~~was~~for ~~filed~~the asterms ~~Exhibit~~of ~~10.2 to~~ the ~~Company’s~~Board ~~Registration~~Agreement, ~~Statement~~there onis ~~Form~~no ~~S-1,~~arrangement ~~filed~~or onunderstanding ~~April~~between ~~30,~~Mr. ~~2018,~~Feldman and ~~which,~~any inother ~~each~~persons ~~case,~~relating ~~are~~to ~~incorporated~~the ~~by reference herein~~Company.

~~Item~~Related ~~9.01~~Party ~~— Financial Statements and Exhibits.~~Transactions

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(da) ~~Exhibits~~ of Regulation S-K.

~~10.1~~Compensatory ~~Form of Award Purchase, Cancellation and Release Agreement.~~Arrangements

~~SIGNATURES~~On the Appointment Date and pursuant to the Board Agreement, the Company granted Mr. Feldman a non-qualified stock option to purchase up to 200,000 shares of the Company’s common stock (the “Option”) with an 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).

~~Pursuant~~The toforegoing ~~the~~is ~~requirements~~only a brief description of the ~~Securities~~material ~~Exchange~~terms ~~Act~~ of ~~1934~~the Board Agreement, does not purport to be a complete description of the ~~Registrant~~rights ~~has~~and ~~duly~~obligations ~~caused~~of ~~this~~the ~~report~~parties tothereunder, beand ~~signed~~is onqualified in its ~~behalf~~entirety by reference to the ~~undersigned,~~Board ~~hereunto~~Agreement ~~duly~~that ~~authorized~~is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

~~Tapinator,~~Item ~~Inc~~9.01. ~~By:~~Financial ~~/s/~~Statements ~~Ilya~~and ~~Nikolayev Ilya Nikolayev Chief Executive Officer~~Exhibits.

~~Date: October 2, 2019~~(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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