UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 pursuant to Section 13(a) of the Exchange Act. [_]
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2023, we appointed Professor Paul Morrissey as a member of our Board of Directors.
Mr. Morrissey is a Globally renowned figure in the world of Telecommunications and Media. He is a serial technology entrepreneur and a visiting Professor at some of the leading Universities in Europe, including Liverpool John Moores University, where he is the ‘Entrepreneur in Residence.’ The Professor is also the Global Ambassador for AI, Big Data Analytics, and Customer Experience at TM Forum, the Global Standards body for Telecommunications. He also sits as an active advisory board member at the industry-agnostic entity AI Forum and has recently been appointed to the inaugural Board of the World Broad-Band Association (WBBA). In 2022 he was appointed to the Advisory Board of the All-Party Parliamentary Group (APPG) at the UK House of Lords, overseeing policy directives for the safe use of Web3.0 and the Metaverse. He also sits on the advisory board of EXFO, the Canadian Fibre Monitoring company.
Mr. Morrissey has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
On April 6, 2023, our board of directors approved a Non-Executive Board Agreement and Stock Option Grant in favor of Mr. Morrissey. The description of the agreement and grant provided below is qualified in its entirety by reference to the complete terms of the agreement and grant, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein. Aside from the agreement and stock grant, there are no material direct or indirect interests in transactions with us over the last two years.
The agreement with Mr. Morrissey provides that we will compensate him with a yearly fee of $300,000, paid on a monthly basis, but reduced to $120,000 until securing $5m in capital. We also agreed to grant Mr. Morrissey an option to purchase 1,920,000 shares of common stock, at $0.155 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Morrissey agreed to a two-year non-solicit restrictive covenant.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Non-Executive Board Agreement dated April 6, 2023, with Paul Morrissey |
| 10.2 | Stock Option Grant dated April 6, 2023, with Paul Morrissey |
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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.
| Dated: April 12, 2023 | Bubblr, Inc. | |
| By: | /s/ Timothy Burks | |
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Name: Title: |
Timothy Burks Chief Executive Officer | |
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