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): October 19, 2017
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MOBILESMITH,
INC.
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(Exact Name of Registrant as Specified in Its
Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-32634
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95-4439334
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(Commission File
Number)
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(IRS Employer
Identification No.)
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5400
Trinity Rd., Suite 208
Raleigh,
North Carolina
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27607
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(Address of
Principal Executive Offices)
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(Zip
Code)
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855-516-2413
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(Registrant’s
Telephone Number, Including Area Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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).
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Emerging growth
company ☐
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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 3.02 UNERGISTERED SALES OF EQUITY
SECURITIES
On October 24, 2017, MobileSmith Inc. (the
“Company”) issued a total of 4,895,105 shares of its
common stock par value $0.001 per share (the “Common
Stock”) to Union Bancaire Privee, UBP SA (“UBP”)
upon UBP’s conversion of $7 million in principal amount of
the Company’s promissory note (the “2007 Note”)
issued under the Convertible Secured Subordinated
Note Purchase Agreement entered into on November 14, 2007 between
the Company and UBP, as amended (the “2007 Note Purchase
Agreement”). Under the terms of the 2007 Note Purchase
Agreement, the 2007 Note is convertible at a fixed rate of $1.43
per share. UBP continues to hold convertible promissory notes
issued by the Company under the 2007 Note Purchase Agreement and
the Convertible
Subordinated Note Purchase Agreement entered into in 2014 in the
aggregate principal amount of $22,992,180, all of which are
convertible at any time at UBP’s options and at the fixed
rate of $1.43.
Following
the issuance of the shares of the Company’s Common Stock, the
Company’s outstanding shares of Common Stock is 24,722,647
shares.
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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.
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Company Name
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Date: October
25, 2017
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By:
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/s/ Gleb
Mikhailov
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Gleb
Mikhailov
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Chief Financial
Officer
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