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 no longer served as an officer or
employee of MobileBits Holdings Corporation, a Nevada corporation (the
"Company") or any of its affiliates.
Election of Directors
On December 5, 2014, the Board approved the election of Alex Fleyshmakher as a
Director of the Company.
Alex Fleyshmakher, age 28, is innately skilled at spotting start-ups and
entrepreneurial ventures with long-term potential. Being experienced in social
networking, advertising, PR, sales and new business development, Mr.
Fleyshmakher is currently a managing partner at FMG Capital, a private equity
concern that has funded multiple successful ventures, in food, technology,
health/wellness, and green textile recycling. Mr. Fleyshmakher attended Drew
Family Relationships and Other Arrangements or Understandings
There are no family relationships between any of the Company's directors or
officers and Mr. Fleyshmakher. There is no arrangement or understanding between
Mr. Fleyshmakher and any other person pursuant to which Mr. Fleyshmakher was
elected as a Director of the Company.
Related Party Transactions
There have been no transactions nor are there any proposed transactions between
the Company and Mr. Fleyshmakher 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
Director Agreement with Alex Fleyshmakher (non-employee director)
On December 5, 2014, Alex Fleyshmakher entered into a Director Agreement with
the Company. The term of the agreement is for one year, and is subject to
renewal upon re-election by a majority of the shareholders of the Company.
Pursuant to the Director Agreement, Mr. Fleyshmakher shall be paid meeting fees
of $300 per meeting of the Board attended in person and $150 per meeting of the
Board attended remotely. In addition, upon his election Mr. Fleyshmakher shall
receive nonqualified stock options to purchase an aggregate of 120,000 shares of
the common stock of the Company at an exercise price of $0.15, which stock
options shall vest on the one year anniversary of Mr. Fleyshmakher's election to
the Board. Upon the eighteen (18) month anniversary of his election, Mr.
Fleyshmakher shall receive additional nonqualified stock options to purchase an
aggregate of 180,000 shares of the common stock of the Company at an exercise
price of $0.15, should Mr. Fleyshmakher remain on the Board of Directors of the
Company until such time, which stock options shall be immediately vested and
Also, pursuant to the Director Agreement, the Company agreed to indemnify Mr.
Fleyshmakher to the fullest extent that would be permitted by law or by the
organizational documents of the Company for certain liabilities arising by
reason of his directorship with the Company, excluding liabilities resulted from
fraud, gross negligence or willful misconduct of Mr. Fleyshmakher. Mr.
Fleyshmakher is also subject to a non-disclosure covenant and a non-solicitation
The foregoing description of the Director Agreement for Mr. Fleyshmakher is
qualified in its entirety by reference to the Fleyshmakher Director Agreement, a
copy of which the company intends to file with an upcoming periodic report.
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