Attached files
| file | filename |
|---|---|
| EX-10 - AMENDMENT 3 TO 2014 NPA - MobileSmith, Inc. | amendment3to2014npa30apr.htm |
| EX-10 - AMENDMENT 11 TO 2007 NPA - MobileSmith, Inc. | amendment11to2007npa30apr.htm |
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): April 30, 2020
MOBILESMITH,
INC.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(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 Road, 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
(Registrant’s
Telephone Number, Including Area Code)
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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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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Item
1.01 Entry into a Material Definitive Agreement.
On April 30, 2020,
Mobilesmith, Inc. (the “Company”), entered into the
Eleventh Amendment (the “Eleventh Amendment”) to
Convertible Secured Subordinated Note Purchase Agreement dated
November 14, 2007 (the "2007 Note Purchase Agreement”), the
Ninth Amendment to the Convertible Secured Subordinated Promissory
Notes (the “2007 Notes”) issued by the Company under
the 2007 Note Purchase Agreement and Eighth Amendment to
Registration Rights Agreement, with the holders of a majority of
the aggregate outstanding principal amount of the 2007 Notes. The
Eleventh Amendment extends the maturity date of the outstanding
2007 Notes from November 14, 2020 to November 14, 2022, and amends
the 2007 Note Purchase Agreement and the Registration Rights
Agreement, dated November 14, 2007, to reflect this
extension.
In addition, on
April 30, 2020 the Company entered into the Third Amendment (the
“Third Amendment”) to Convertible Subordinated Note
Purchase Agreement dated December 11, 2014, (the “2014 Note
Purchase Agreement”) and the Third Amendment to the
Convertible Secured Subordinated Promissory Notes (the “2014
Notes”) issued by the Company under the 2014 Note Purchase
Agreement with the holders of a majority of the aggregate
outstanding principal amount of the 2014 Notes. The Third Amendment
extends the maturity date of the outstanding 2014 Notes from
November 14, 2020 to November 14, 2022, and amends the 2014 Note
Purchase Agreement to reflect this extension. In addition,
the Third Amendment allows the Company to issue 2014 Notes as
consideration of cancellation of other
indebtedness.
Except as so
amended, all of the terms relating to the outstanding 2007 Notes
and the 2014 Notes continue in full force and effect. The Company
is entitled to utilize the amounts available for future borrowing
under each of the 2007 Note Purchase Agreement and the 2014 Note
Purchase Agreement through November 14, 2022.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information contained in Item 1.01 hereof is incorporated
herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
10.1 Eleventh
Amendment to Convertible Secured Subordinated Note Purchase
Agreement, Ninth Amendment to Convertible Secured Subordinated
Promissory Notes and Eighth Amendment to Registration Rights
Agreement, dated April 30,2020 , by and among MobileSmith, Inc.,
Grasford Investments LTD. and Union Bancaire Privee
("UBP").
10.2 Third
Amendment to Convertible
Subordinated Note Purchase Agreement and Second Amendment to
Convertible Subordinated Promissory Notes, dated April, 2020, by
and among MobileSmith, Inc., UBP and Grasford Investments
Limited.
1
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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Date: May 6,
2020
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By:
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/s/ Gleb
Mikhailov
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Name:
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Gleb
Mikhailov
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Title:
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Chief Financial
Officer
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