8-K: Current report filing
Published on March 29, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 26,
2018
Mobivity Holdings Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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000-53851
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26-3439095
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(State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer
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of Incorporation)
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Number)
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Identification Number)
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55 N. Arizona Place, Suite 310
Chandler, Arizona 85225
(Address of principal executive offices) (zip
code)
(866) 282-7660
(Registrant’s telephone number, including area
code)
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions.
□
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
□
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
□
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
□
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth
company as defined 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).
Emerging growth
company □
If an emerging growth company, indicate by check mark 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 2.02 Results of Operations and
Financial Condition
On
March 26, 2018, we issued a press release announcing our results
for the fiscal year ended December 31, 2018. The full text of the
press release is furnished as Exhibit 99.1 to this
report.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective March 26, 2018, Mr. Charles Mathews was
appointed Chief Financial Officer of Mobivity Holdings Corporation
(the “Company”). Also effective March 26, 2018, Mr.
Christopher Meinerz resigned from his position as Chief Financial
Officer of the Company.
Mr.
Mathews joins the Company from Enssolutions Group Inc. (TSXV:
ENV.H), a Toronto exchange trade company providing manufacturing
and distribution of environmentally responsible dust control
emulsion products, where he served as Chief Financial Officer. From
April 2015 to April 2016, Mr. Mathews served as Chief Financial
Officer for the publicly traded companies mCig, Inc. and Vitacig,
Inc. Also, since 2000, Mr. Mathews has been a sole practitioner as
Charles B. Mathews, CPA, an accounting and business consulting firm
in Phoenix, Arizona. He earned a B.A. in Business Administration
from Alaska Pacific University and an M.B.A. from Arizona State
University, and is a Certified Public Accountant.
In connection with his appointment, the Company
entered into an Employment Agreement (the “Employment
Agreement”) with Mr. Mathews. Under the Employment Agreement,
Mr. Mathews will be paid an annual base salary of $200,000 and will
be eligible to receive a bonus of up to 30% of his base salary per
year for meeting key performance requirements, quotas and assigned
objectives determined by the Company’s Board of Directors.
Mr. Mathews was granted a stock option to purchase 300,000 shares
(the “Option Shares”) of the Company’s Common
Stock, at an exercise price equal to fair market value per share as
of March 26, 2018. The Option Shares will vest at the rate of
1/48th
per month for forty-eight (48) months.
In addition, if Mr. Mathews’ employment is terminated without
Cause, Mr. Mathews will receive (i) accrued but unpaid Base Salary,
vacation and expenses or other reimbursements through the
Termination Date, (ii) three months of Base Salary, at the rate in
effect as of the termination date, and (iii) his stock options
shall continue to vest for three (3) months following the
Termination Date and the option to exercise such stock options
shall be extended from the three month anniversary of the
Termination Date. The foregoing description of the Employment
Agreement is qualified in its entirety by reference to the full
text of the Employment Agreement, which will be filed with the
Company’s next annual report on Form 10-K. Capitalized terms
used herein without definition have the meanings given such terms
in the executive employment agreement.
There
are no family relationships between Mr. Mathews and any of the
Company’s executive officers or directors. There are no
arrangements or understandings between Mr. Mathews and any other
person pursuant to which he was selected to serve as chief
financial officer. Except for his employment relationship with the
Company and the compensation provided to him thereunder as
described above, neither Mr. Mathews nor any of his related persons
(as defined in Item 404(a) of Regulation S-K under the Securities
Act of 1933, as amended (the “Securities Act”)) is a
party to any transaction in which the Company is a participant that
is required to be disclosed under Item 404(a) of Regulation S-K
under the Securities Act.
Item 9.01 Financial Statements and
Exhibits
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(d)
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Exhibits
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Method Filing
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The
following exhibit is furnished with this report:
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Press release
dated March 26, 2018 regarding the Registrant’s financial
results for its fiscal year ended December 31, 2018
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Filed
Electronically herewith
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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MOBIVITY HOLDINGS CORP.
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March 28, 2018
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By:
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/s/ Dennis Becker
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Dennis
Becker,
Chief
Executive Officer
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