Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2022, Chris Caramanico, the Chief 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, which was delivered after his resignation, is
attached to this Current Report on Form 8-K as Exhibit 17.1. The Board 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.
Effective upon Mr. Caramanico's resignation, the Board appointed Gleb Mikhailov,
the Company's current Chief Financial Officer, as the Company's Interim Chief
Executive Officer. Mr. Mikhailov's current annual salary of $200,000 will not
be adjusted at this time. The Company will report any material adjustments to
Mr. Mikhailov's compensation on a Current Report on Form 8-K as necessary. Mr.
Mikhailov's biography is set forth below.
Mr. Mikhailov has been the Company's Chief Financial Officer since April 2013.
From January 2013 to March 2013, Mr. Mikhailov served as the Manager of
Financial Reporting and SEC Consulting in the SEC Solutions Group of Citrin
Cooperman, LLP, an accounting firm providing business solutions and accounting
services to middle market companies. From January 2005 until December 2012, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
17.1 Resignation Letter of Chris Caramanico dated September 16, 2022.
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