Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 17, 2020, Randy Tomlin, the Chairman of the Board of Directors (the "Board") and current President and Chief Executive Officer of MobileSmith, Inc. (the "Company"), commenced a leave of absence from his responsibilities as President and Chief Executive Officer due to family health reasons. Mr. Tomlin will continue in his role of Chairman of the Board. During his leave of absence, Mr. Tomlin will continue to receive a salary of $250,000 per year and his stock options will remain in place and unaffected.

On January 17, 2020, Jerry Lepore, a member of the Board, was appointed by the Board to assume the role of the Company's President and Chief Executive Officer. In connection with this appointment, Mr. Lepore will receive (i) a salary of $250,000 per year (ii) a stock option grant to purchase up to 65,000 shares of the Company's common stock at an exercise price of $2.51 per share that will vest in equal quarterly installments over a five year period, with the first tranche vesting on March 31, 2020 and continuing to vest on the last day of each calendar quarter. Due to being appointed the President and Chief Executive Officer, Mr. Lepore resigned as a member of the Compensation and Audit Committees of the Board.

Mr. Lepore, 63, is an experienced business and technology executive with strong background in healthcare, insurance, financial services, education, and software industries. In his 40 year career he has held CEO, COO and CTO positions in public and private companies. He has also provided transitional leadership in turnaround and/or growth situations. Mr. Lepore has founded and operated several companies in the software and strategic services industries. He has experience in capital raises, public offerings, strategic sales, corporate acquisitions, and mergers. Mr. Lepore has served on boards of healthcare and software organizations. He received a Bachelor of Science Degree in Mathematics from the University of Connecticut in Storrs, CT.

Other than the foregoing, there are no arrangements or understandings between Mr. Lepore and any other persons pursuant to which he was selected to serve as the Company's President and Chief Executive Officer. In addition, other than the foregoing and except for any compensation Mr. Lepore has received as a member of the Board as described in the Company's most recent Annual Report on Form 10-K, there are no transactions between the Company and Mr. Lepore or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

On January 17, 2020, the Company issued a press release announcing Mr. Tomlin's leave of absence and Mr. Lepore appointment as the Company's President and Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


 99.1      Press release issued by MobileSmith, Inc. on January 17,
2020.


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