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

On March 6, 2020, Randy Tomlin, the Chairman of the Board of Directors (the "Board") of MobileSmith, Inc. (the "Company") informed the Company that his previously announced leave of absence from the office of President and Chief Executive Officer is now permanent and also that he resigned from his role of a Chairman of the Board. However, Mr. Tomlin will continue to be a member of the Board as a director. Mr. Tomlin's compensation for being a member of the Board will continue to be $2,500 per month.

On March 6, 2020, Ray Hemmig resigned from the Board of the Company. Mr. Hemmig was a member of the Company's Audit Committee and Chairman of the Compensation Committee. Mr. Hemmig's resignation from the Board was not as a result of any disagreement with the Company, the Board, or the Company's independent auditor. A copy of Mr. Hemmig's resignation letter is attached to this Current Report on Form as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibit
99.1 Resignation Letter of Ray Hemmig dated March 6, 2020.







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