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): January 6,
2017
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ORBITAL
TRACKING CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-25097
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65-0783722
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(State
or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS
Employer Identification Number)
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18851
N.E. 29th Ave., Suite 700
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Aventura, Florida
33180
(Address of
principal executive offices zip code)
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(Former
name or former address, if changed since last report)
(305) 560-5355
(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 (see General Instruction A.2.
below):
☐
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 240.14a-12)
☐
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))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 16, 2016, Orbital Tracking Corp. (“the
Company”) issued to David Phipps, its Chief Executive Officer
and Chairman, the option to purchase 10,000,000 shares of common
stock of the Company, par value $0.0001 per share. The option was
issued outside of the Company’s 2014 Equity Incentive Plan
(the “Plan”) and is not governed by the Plan. The
option has an exercise price of $0.01 per share, vests immediately,
and has a term of ten years from the date of the grant. The
Company’s intent to issue the options was disclosed in
Exhibit No.10.1, the Form of Subscription Agreement as filed on
Form 8K, dated November 11, 2016. The foregoing description of the
option is not complete and is qualified in its entirety by
reference to the full text of the form of Option Agreement, a copy
of which is filed as Exhibit 10.1 to this current report and
incorporated by reference herein.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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10.1
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Form of Option Agreement
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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 thereunto duly authorized.
Date:
January 6, 2017
ORBITAL
TRACKING CORP.
By:
/s/ Theresa
Carlise
Name:
Theresa Carlise
Title:
Chief Financial Officer