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): ~~December~~September 217, ~~2021~~2022

HOPTO INC.

(Exact name of registrant as specified in its charter)

Delaware

0-21683

13-3899021

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

189 N. Main Street, Suite 102, Concord, NH 03301

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code

(800) 472-7466

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol (s)		Name of Each Exchange on Which Registered
Common Stock		HPTO		OTC Markets

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~Company~~September ~~held~~7, ~~its~~2022, ~~2021~~hopTo, ~~Annual~~Inc., ~~Meeting of Stockholders~~ (the “~~Annual Meeting~~Company”), onadjusted ~~December~~the ~~21,~~salary ~~2021~~of Jonathon R. ~~The~~Skeels, ~~following~~the ~~items~~Company’s ofChief Executive ~~business~~Officer ~~were~~and ~~considered~~Interim atChief Financial Officer, to $300,000 per year from $200,000 per year and retroactively adjusted year to date payments to the ~~Annual~~new ~~Meeting:~~annual rate.

(1) the election of three directors;

(2) ratification of the selection of dbbMcKennon as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

(3) approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as “say-on-pay”;

(4) the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.

The number of shares of common stock entitled to vote at the Annual Meeting was 18,850,675 shares. The number of shares of common stock present or represented by valid proxy at the annual meeting was 11,827,488 shares. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:

Proposal 1: Election of Directors.

The stockholders elected three directors to serve until the annual meeting of stockholders in 2022 as follows:

Director	Votes For		Votes Against		Abstain		Broker Non-Votes
Jonathon R. Skeels		9,659,144		3,942		1,230		2,163,172
Richard S. Chernicoff		9,659,141		3,995		1,180		2,163,172
Thomas R. Stewart		9,659,091		3,995		1,230		2,163,172

Proposal 2: Ratification of Auditors.

The stockholders ratified the appointment of dbbMcKennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 as follows:

Votes For			Votes Against			Abstain			Broker Non-Votes
11,818,552			7,903			1,033			-

Proposal 3: Advisory Vote on Executive Compensation.

In a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows:

Votes For			Votes Against			Abstain			Broker Non-Votes
9,643,723			4,106			16,487			2,163,172

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	hopTo Inc.
Dated: December 28, 2021	By:	/s/ Jonathon R. Skeels
Dated: September 12, 2022	By:	/s/ Jonathon R. Skeels
		Jonathon R. Skeels
		Chief Executive Officer, Interim Chief Financial Officer, Secretary

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