Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On September 22, 2022, MobileSmith, Inc. (the "Company") received a Notice of Default (the "Notice of Default") from Comerica Bank ("Comerica") with respect to various covenant violations by the Company under that certain Loan and Security Agreement, as amended, dated June 9, 2014 between the Company and Comerica (the "Comerica Loan"). The total amount outstanding under the Comerica Loan as of the date of the Notice of Default was $5,018,331.79 (the "Obligations"). Comerica accelerated and demanded full payment of the Obligations pursuant to the terms of the Comerica Loan.

Pursuant to the Notice of Default, Comerica notified the Company that the Existing Defaults (as defined in the Notice of Default) permits Comerica to exercise any of its rights and remedies under the Comerica Loan, including without limitation, the right to enforce its security interest with respect to the Company's assets. The Notice of Default also indicated Comerica will concurrently exercise its rights with respect to the UBS AG standby letter of credit (the "UBS Letter of Credit") for payment of the Obligations in the amount of $5,000,000 in accordance with the terms of the UBS Letter of Credit. The Company is not a party to the UBS Letter of Credit and believes it does not have liability thereunder.

A copy of the Notice of Default is attached as Exhibit 99.1 to the Current Report on Form 8-K and incorporated herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibit



  99.1     Comerica Bank Notice of Default dated September 22, 2022.





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