Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors and Officers
Effective as of May 30, 2014, Walter Kostiuk confirmed his resignation from all
officer positions with MobileBits Holdings Corporation, a Nevada corporation
(the "Company") and its various affiliates, with the exception that he remained
the Chief Strategy Officer of the Company. On June 3, 2014, Walter Kostiuk
resigned from the Board of Directors of the Company and its affiliates. On May
27, 2014, Matthew Mountain, Greg Goldberg and Glenda Glover also resigned as
members of the Board of Directors of the Company, effective immediately. The
resignations of each of Kostiuk, Mountain, Goldberg and Glover was not the
result of any disagreement with the Company on any matter relating to its
operation, policies (including accounting or financial policies) or practices.
Election of Officers
On April 21, 2014, the Board approved the election of Hussein Abu Hassan as
President of the Company. On June 19, 2014, the Board approved the appointment
of Kent Kirschner as interim Chief Executive Officer of the Company.
Hussein Abu Hassan, age 36, is an entrepreneur with diverse background in
building businesses from ground up. Mr. Hassan serves as Chairman of the Board
of Orix Investments Corp since March 2013, a Member of the Board of Directors of
Najak Investments since June 2012, which is a private equity group focused on
emerging digital marketing technology and biotech sectors, and an Executive
Director and Board Member of Orient Shipping Co. since June 2000. He was
previously serving as the Chief Executive Officer and Chairman of Pioneers
Holding Ltd. from 2010 to 2013 and is now an active Board Member.
Mr. Hassan holds a Bachelor of Business Administration degree in International
Business, Trade and Commerce from College of Mount St. Joseph.
Kent Kirschner, age 42, is the Vice President Global Business Development at the
Company, with responsibility managing the growth of Samy through retail, media
and reseller partners. He brings two decades of experience working in the media,
production and advertising industries. Mr. Kirschner began his career as a
production manager working on National Geographic films in remote countries
around the world. Since 1998, Mr. Kirschner has worked in a variety of roles
with several major companies that are focused on publishing, digital advertising
and social media.
As Director of Latin America for Universal Press, a leading provider and
syndicator of editorial content, Mr. Kirschner grew the Latin America business
unit by 80%. From there he went on to build and manage a chain of Hispanic
newspapers that grew to be published in more than 30 U.S. markets. Moving from
print media to digital, Mr. Kirschner joined Neighborhood America, a leading
provider of enterprise social media platforms, and was charged with building an
advertising and media business unit which included projects with AMEX, Scripps
Networks (HGTV), Rodale and Kodak. He then went on to join Traffiq, one of the
first demand side platform's (DSP) in the digital advertising industry as its
Director for Latin America. While there, he built a publisher network of 300+ ad
networks and independents generating almost 100 million monthly unique visitors.
Mr. Kirschner received a B.A. degree from Columbia University in Latin American
Studies and was a Rotary International Ambassadorial scholar.
There are no family relationships between any of the Company's directors or
officers and Mr. Hassan and Mr. Kirschner.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K
or Item 404(a) of Regulation S-K.
Material Plans, Contracts or Arrangements and Employment Agreements
On April 21, 2014, the Company entered into an Employment Agreement with Mr.
Hassan as President of MobileBits Corporation, a Florida corporation, for a term
of three years commencing immediately until April 21, 2017. The agreement shall
automatically be extended for one additional year unless either party gives the
other written notice of non-renewal at least ten days prior to the renewal date.
MobileBits Corporation agreed to pay a basic annual salary of $120,000 per year,
payable monthly on the first day of each month during the term of the agreement,
subject to an increase as the parties may agree. MobileBits Corporation will
also pay to Mr. Hassan a bonus not less than 100% of the basic salary. In
addition, Mr. Hassan shall receive 7-year nonqualified stock options to purchase
an aggregate of 12,000,000 shares of the common stock of MobileBits Corporation
at an exercise price of $0.05.
Mr. Kirschner will not receive any compensation as the interim Chief Executive
Officer but will continue to receive compensation and benefits as Vice President
Global Business Development of the Company.