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): ~~May~~September 3116, 2022

MOBILESMITH, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

(State or Other Jurisdiction of Incorporation)

001-32634		95-4439334
(Commission File Number)		(IRS Employer Identification No.)

001-32634		95-4439334
(Commission File Number)		(IRS EmployerIdentification No.)
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)

(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))

☐	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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~September 3116, 2022, ~~MobileSmith,~~Chris ~~Inc.~~Caramanico, athe ~~Delaware~~Chief ~~corporation~~Executive Officer and member of the Board of Directors (the “Board”) of MobileSmith, Inc. (the “Company”) verbally resigned from both positions effective immediately. A copy of Mr. Caramanico’s resignation letter, ~~entered~~which ~~into~~was adelivered ~~Fourth~~after ~~Amendment~~his resignation, is attached to ~~Loan~~this ~~and~~Current ~~Security~~Report ~~Agreement~~on ~~(the~~Form ~~“Fourth~~8-K ~~Amendment”)~~as ~~with~~Exhibit ~~Comerica~~17.1. The ~~Bank~~Board ~~(“Comerica”)~~agreed to waive any notice provisions related to Mr. Caramanico’s resignation pursuant to his employment agreement. The Company will not owe Mr. Caramanico any severance payments or other amounts other than his accrued salary up to his resignation date. Mr. Caramanico’s resignation was not as a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices.

AsEffective ~~background,~~upon ~~the~~Mr. ~~Company~~Caramanico’s ~~and~~resignation, ~~Comerica~~the ~~are~~Board ~~parties~~appointed toGleb aMikhailov, ~~Loan~~the ~~and~~Company’s ~~Security~~current ~~Agreement~~Chief ~~dated~~Financial ~~June 9~~Officer, ~~2014,~~ as ~~amended (~~the ~~“Loan~~Company’s ~~Agreement”),~~Interim ~~whereby~~Chief ~~Comerica~~Executive ~~agreed~~Officer. Mr. toMikhailov’s ~~loan~~current ~~the~~annual ~~Company~~salary upof to $5200,000~~,000.~~ ~~Currently,~~will ~~there~~not isbe ~~$5,000,000~~adjusted inat ~~principal~~this ~~outstanding~~time. The ~~under~~Company ~~the~~will ~~Loan~~report ~~Agreement~~any ~~and~~material ~~the~~adjustments ~~previously~~to ~~extended~~Mr. ~~maturity~~Mikhailov’s ~~date~~compensation ofon ~~the~~a ~~Loan~~Current ~~Agreement~~Report ~~was~~on ~~June~~Form 9,8-K ~~2022~~as necessary. Mr. Mikhailov’s biography is set forth below.

~~The~~Mr. ~~Fourth~~Mikhailov ~~Amendment~~has tobeen the ~~Loan~~Company’s ~~Agreement~~Chief ~~extends~~Financial ~~the~~Officer ~~previously~~since ~~extended~~April ~~maturity~~2013. ~~date~~From January 2013 to March 2013, Mr. Mikhailov served as the Manager of Financial Reporting and SEC Consulting in the ~~Loan~~SEC ~~Agreement~~Solutions ~~from~~Group ~~June~~of 9Citrin Cooperman, ~~2022~~LLP, an accounting firm providing business solutions and accounting services to ~~June~~middle 9market companies. From January 2005 until December 2012, ~~2024~~Mr. Mikhailov was employed by EisnerAmper LLP, a full-service advisory and public accounting firm, in its Private Business Services Group and Audit and Assurance Group. He was a Manager at EisnerAmper LLP since 2010. Mr. Mikhailov holds a B.A. in Accounting from Rutgers, The State University of New Jersey and an M.B.A. from Rutgers Business School. Mr. Mikhailov holds a CPA license issued by the State of New Jersey.

Except for extending the maturity date as described above, the Fourth Amendment does not amend any other term of the Loan Agreement in any material respect.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The original Loan Agreement is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2014 filed with the Securities and Exchange Commission on August 13, 2014, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

All information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by referenced.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

10.1		Fourth Amendment to Loan and Security Agreement dated May 31, 2022 between MobileSmith, Inc. and Comerica Bank.
10.2		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).

17.1	Resignation Letter of Chris Caramanico dated September 16, 2022.

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:
Date: September 19, 2022	MobileSmith, Inc.
	MobileSmith Inc.
	By:	/s/ Gleb Mikhailov
Date: June 6, 2022	By:	/s/ Gleb Mikhailov
		Gleb Mikhailov
		Chief Financial Officer
		Interim Chief Executive Officer and Chief Financial Officer

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