Management Change/Compensation Form 8 K

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

Effective October 17, 2024, Stephen Morris resigned as our Chief Executive Officer.

On October 17, 2024, we appointed Stephen Morris as Chief Technical Officer and Manfred Ebensberger as Chief Executive Officer. Mr. Ebensberger has also been appointed to our Board of Directors.

Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2023, which is incorporated herein by reference, provides Mr. Morris's employment history.

Mr. Morris has material direct or indirect interests in transactions with us over the last two years, as provided for in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2023, Annual Report on Form 10-K filed with the Securities Exchange Commission on March 29, 2023, and Quarterly Report Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024, which are incorporated herein by reference.

On October 17, 2024, our Board of Directors approved an Executive Consulting Agreement in favor of Mr. Ebensberger. The description of the agreement is qualified in its entirety by reference to the complete terms of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Aside from the Agreement, there are no material direct or indirect interests in transactions between Mr. Ebensberger and us over the last two years.

The Executive Consulting Agreement with Mr. Ebensberger provides that we will compensate him with an annual salary of $90,000, payable in monthly installments, and grant him 6,200,000 Stock Options with 70% vesting immediately and 30% vesting monthly over the following year of service. Mr. Ebensberger also agreed to a three-year non-solicit restrictive covenant.

Before joining Bubblr, Mr. Ebensberger held senior roles in European investment firms, serving as Managing Director and Asset Manager for Ultra-High-Net-Worth Individuals (UHNWIs). He also served as CEO of a luxury Italian fashion brand in New York. Earlier in his career, Mr. Ebensberger was Managing Director for several U.S. investment companies and was an Assistant Professor at the University of Innsbruck, Austria. He holds a degree from the University of Innsbruck, Austria, and completed a certificate in General Business Studies at UCLA.

Mr. Ebensberger has not held other directorships over the past five years 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.

Effective October 17, 2024, the Company and David Chetwood, CFO, amended Mr. Chetwood's Employment Agreement to reduce his base annual salary from $180,000 to $90,000 and grant him 3,000,000 Stock Options.

SECTION 9 - Financial Statements and Exhibits

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