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Share Name | Share Symbol | Market | Type |
---|---|---|---|
iSign Solutions Inc (CE) | USOTC:ISGN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.10 | 0.00 | 01:00:00 |
X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
Delaware
|
|
94-2790442
|
|
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
|
|
incorporation or organization)
|
|
Identification No.)
|
|
|
Yes
|
X
|
|
No
|
|
|
|
Yes
|
X
|
|
No
|
|
|
|
large accelerated filer
|
|
accelerated filer
|
|
non-accelerated filer
|
X
|
Smaller reporting Company
|
|
Yes
|
|
|
No
|
X
|
|
|
Page No.
|
PART I. FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
Condensed Consolidated Balance Sheets at September 30, 2014 (unaudited) and
December 31, 2013
|
3
|
Condensed Consolidated Statements of Operations for the Three- and Nine-Month
Periods Ended September 30, 2014 and 2013 (unaudited)
|
4
|
Condensed Consolidated Statements of Comprehensive Loss for the Three- and Nine-Month
Periods Ended September 30, 2014 and 2013 (unaudited)
|
5
|
Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods
Ended September 30, 2014 and 2013 (unaudited)
|
6
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
8
|
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
19
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
25
|
Item 4. Controls and Procedures
|
25
|
PART II. OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
26
|
Item 1A. Risk Factors
|
26
|
Item 2. Unregistered Sale of Securities and Use of Proceeds
|
26
|
Item 3. Defaults Upon Senior Securities
|
26
|
Item 4. Mine Safety Disclosures
|
26
|
Item 5. Other Information
|
26
|
Item 6. Exhibits
|
|
Signatures
|
30
|
|
September 30,
|
December 31,
|
||||||
|
2014
|
2013
|
||||||
Assets
|
Unaudited
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
641
|
$
|
945
|
||||
Accounts receivable, net of allowance of $39 at September 30, 2014 and $22 at December 31, 2013
|
215
|
410
|
||||||
Prepaid expenses and other current assets
|
88
|
57
|
||||||
Total current assets
|
944
|
1,412
|
||||||
Property and equipment, net
|
13
|
17
|
||||||
Patents, net
|
1,020
|
1,290
|
||||||
Other assets
|
29
|
29
|
||||||
Total assets
|
$
|
2,006
|
$
|
2,748
|
||||
|
||||||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
221
|
327
|
||||||
Accrued compensation
|
265
|
315
|
||||||
Other accrued liabilities
|
282
|
232
|
||||||
Deferred revenue
|
399
|
490
|
||||||
Total current liabilities
|
1,167
|
1,364
|
||||||
Deferred revenue long-term
|
─
|
74
|
||||||
Deferred rent
|
51
|
86
|
||||||
Derivative liability
|
20
|
25
|
||||||
Total liabilities
|
1,238
|
1,549
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Series A-1 Preferred Stock, $.01 par value; 2,000 shares authorized; 1,094 and 1,031 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively ($1,094 liquidation preference at September 30, 2014)
|
1,094
|
1,031
|
||||||
Series B Preferred Stock, $.01 par value; 14,000 shares authorized; 11,954 and 11,102 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively ($17,931 liquidation preference at September 30, 2014)
|
10,084
|
9,232
|
||||||
Series C Preferred Stock, $.01 par value; 9,000 shares authorized; 4,853 and 4,508 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively ($7,279 liquidation preference at September 30, 2014)
|
5,430
|
5,086
|
||||||
Series D-1 Preferred Stock, $.01 par value; 6,000 shares authorized; 5,657 and 3,415 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively ($5,657 liquidation preference at September 30, 2014)
|
4,997
|
3,345
|
||||||
Series D-2 Preferred Stock, $.01 par value; 9,000 shares authorized; 5,637 and 4,783 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively ($5,637 liquidation preference at September 30, 2014)
|
4,529
|
4,002
|
||||||
Common Stock, $.01 par value; 1,500,000 shares authorized; 232,607 shares issued, and outstanding at September 30, 2014 and 232,558 shares issued, and outstanding at December 31, 2013
|
2,390
|
2,390
|
||||||
Treasury shares, 6,500 shares at September 30, 2014 and December 31, 2013
|
(325
|
)
|
(325
|
)
|
||||
Additional paid in capital
|
95,442
|
96,172
|
||||||
Accumulated deficit
|
(122,323
|
)
|
(119,184
|
)
|
||||
Accumulated other comprehensive loss
|
(14
|
)
|
(14
|
)
|
||||
Total CIC stockholders' equity
|
1,304
|
1,735
|
||||||
Non-controlling interest
|
(536
|
)
|
(536
|
)
|
||||
Total Stockholders' equity
|
768
|
1,199
|
||||||
Total liabilities and stockholders' equity
|
$
|
2,006
|
$
|
2,748
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Revenue:
|
||||||||||||||||
Product
|
$
|
85
|
$
|
195
|
$
|
491
|
$
|
358
|
||||||||
Maintenance
|
200
|
175
|
568
|
509
|
||||||||||||
Total Revenue
|
285
|
370
|
1,059
|
867
|
||||||||||||
|
||||||||||||||||
Operating costs and expenses:
|
||||||||||||||||
|
||||||||||||||||
Cost of sales:
|
||||||||||||||||
Product
|
26
|
54
|
69
|
63
|
||||||||||||
Maintenance
|
20
|
45
|
111
|
194
|
||||||||||||
Research and development
|
476
|
471
|
1,549
|
1,563
|
||||||||||||
Sales and marketing
|
303
|
291
|
942
|
884
|
||||||||||||
General and administrative
|
410
|
414
|
1,325
|
1,506
|
||||||||||||
Total operating costs and expenses
|
1,235
|
1,275
|
3,996
|
4,210
|
||||||||||||
|
||||||||||||||||
Loss from operations
|
(950
|
)
|
(905
|
)
|
(2,937
|
)
|
(3,343
|
)
|
||||||||
|
||||||||||||||||
Other income (expense), net
|
49
|
(2
|
)
|
51
|
(3
|
)
|
||||||||||
Interest expense:
|
||||||||||||||||
Related party
|
─
|
(6
|
)
|
─
|
(9
|
)
|
||||||||||
Other
|
(13
|
)
|
─
|
(258
|
)
|
─
|
||||||||||
Gain on derivative liability
|
2
|
26
|
5
|
91
|
||||||||||||
Net loss
|
(912
|
)
|
(887
|
)
|
(3,139
|
)
|
(3,264
|
)
|
||||||||
|
||||||||||||||||
Accretion of beneficial conversion feature: Preferred shares:
|
||||||||||||||||
Related party
|
(103
|
)
|
(23
|
)
|
(186
|
)
|
(164
|
)
|
||||||||
Other
|
(68
|
)
|
(14
|
)
|
(416
|
)
|
(195
|
)
|
||||||||
|
||||||||||||||||
Preferred stock dividends:
|
||||||||||||||||
Related party
|
(345
|
)
|
(293
|
)
|
(1,014
|
)
|
(839
|
)
|
||||||||
Other
|
(363
|
)
|
(250
|
)
|
(975
|
)
|
(692
|
)
|
||||||||
Net loss attributable to common stockholders
|
$
|
(1,791
|
)
|
$
|
(1,467
|
)
|
$
|
(5,730
|
)
|
$
|
(5,154
|
)
|
||||
Basic and diluted loss per common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
||||
Weighted average common shares outstanding, basic and diluted
|
232,646
|
225,824
|
232,588
|
225,810
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
September 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Net loss
|
$
|
(912
|
)
|
$
|
(887
|
)
|
$
|
(3,139
|
)
|
$
|
(3,264
|
)
|
||||
Other comprehensive loss, net of tax:
|
||||||||||||||||
Foreign currency translation adjustment
|
─
|
─
|
─
|
─
|
||||||||||||
Total comprehensive loss
|
$
|
(912
|
)
|
$
|
(887
|
)
|
$
|
(3,139
|
)
|
$
|
(3,264
|
)
|
||||
|
||||||||||||||||
|
|
Nine Months Ended
September 30,
|
|||||||
|
2014
|
2013
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(3,139
|
)
|
$
|
(3,264
|
)
|
||
Adjustments to reconcile net loss to net cash
used for operating activities:
|
||||||||
Depreciation and amortization
|
278
|
287
|
||||||
Stock-based employee compensation
|
242
|
560
|
||||||
Warrant cost issued as interest expense
|
258
|
−
|
||||||
Gain on derivative liability
|
(5
|
)
|
(91
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
195
|
442
|
||||||
Prepaid expenses and other assets
|
(31
|
)
|
(5
|
)
|
||||
Accounts payable
|
(106
|
)
|
181
|
|||||
Accrued compensation
|
(50
|
)
|
(33
|
)
|
||||
Other accrued liabilities
|
15
|
28
|
||||||
Deferred revenue
|
(165
|
)
|
(229
|
)
|
||||
Net cash used for operating activities
|
(2,508
|
)
|
(2,124
|
)
|
||||
|
||||||||
Cash flows from investing activities:
Acquisition of property and equipment
|
(4
|
)
|
(4
|
)
|
||||
Net cash used for investing activities
|
(4
|
)
|
(4
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of short-term debt
|
─
|
1,000
|
||||||
Proceeds from exercise of warrants for cash
|
─
|
29
|
||||||
Proceeds from issuance of Series D-1 Preferred shares
net of issuance costs of $84
|
1,828
|
230
|
||||||
Proceeds from issuance of Series D-2 Preferred shares
net of issuance costs of $17
|
380
|
920
|
||||||
Principal payments on short-term debt
|
─
|
(250
|
)
|
|||||
Net cash provided by financing activities
|
2,208
|
1,929
|
||||||
|
||||||||
Net decrease in cash and cash equivalents
|
(304
|
)
|
(199
|
)
|
||||
Cash and cash equivalents at beginning of period
|
945
|
486
|
||||||
Cash and cash equivalents at end of period
|
$
|
641
|
$
|
287
|
|
Nine Months Ended
September 30,
|
|||||||
|
2014
|
2013
|
||||||
Supplementary disclosure of cash flow information
|
||||||||
Interest paid
|
$
|
─ |
$
|
2
|
||||
Income tax paid
|
$
|
─ |
$
|
─ | ||||
|
||||||||
Non-cash financing and investing transactions
|
||||||||
Dividends on preferred shares
|
$
|
1,989
|
$
|
1,531
|
||||
Accretion of beneficial conversion feature on preferred
shares
|
$
|
602
|
$
|
359
|
||||
Conversion of Series C Preferred Stock into Common Stock
|
$
|
1
|
$
|
─ |
1.
|
Nature of business and summary of significant accounting policies
|
1.
|
Nature of business and summary of significant accounting policies
|
2. | Accounts receivable and revenue concentrations |
Accounts Receivable
|
||||||||||||||||||||||||
|
September 30,
|
December 31,
|
Total Revenue
for the three months
ended September 30,
|
Total Revenue
for the nine months
ended September 30,
|
||||||||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
||||||||||||||||||
Customer #1
|
46
|
%
|
19
|
%
|
17
|
%
|
31
|
%
|
11
|
%
|
18
|
%
|
||||||||||||
Customer #2
|
−
|
15
|
%
|
−
|
−
|
−
|
−
|
|||||||||||||||||
Customer #3
|
−
|
−
|
12
|
%
|
10
|
%
|
10
|
%
|
12
|
%
|
||||||||||||||
Customer #4
|
12
|
%
|
−
|
−
|
−
|
−
|
−
|
|||||||||||||||||
Customer #5
|
19
|
%
|
−
|
−
|
−
|
−
|
−
|
|||||||||||||||||
Customer #6
|
−
|
47
|
%
|
10
|
%
|
−
|
−
|
−
|
||||||||||||||||
Customer #7
|
−
|
−
|
−
|
−
|
14
|
%
|
−
|
|||||||||||||||||
Total concentration
|
77
|
%
|
81
|
%
|
39
|
%
|
41
|
%
|
35
|
%
|
30
|
%
|
3.
|
Patents
|
3. | Patents |
|
September 30, 2014
|
December 31, 2013
|
||||||||||||||
|
Carrying Amount
|
Accumulated Amortization
|
Carrying Amount
|
Accumulative Amortization
|
||||||||||||
Amortizable intangible assets:
|
||||||||||||||||
Patents
|
$
|
6,745
|
$
|
(5,725
|
)
|
$
|
6,745
|
$
|
(5,455
|
)
|
4.
|
Derivative liability
|
|
Value at
|
Quoted prices in active markets
|
Significant other observable inputs
|
Significant unobservable inputs
|
||||||||||||
|
September 30, 2014
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Derivative liability
|
$
|
20
|
$
|
−
|
$
|
−
|
$
|
20
|
||||||||
|
December 31, 2013
|
|||||||||||||||
Derivative liability
|
$
|
25
|
$
|
─ |
$
|
−
|
$
|
25
|
4.
|
Derivative Liability
|
|
For the Nine Months Ended
|
|||||||
|
September 30, 2014
|
September 30, 2013
|
||||||
Balance at January 1
|
$
|
25
|
$
|
128
|
||||
Gain on derivative liability
|
(5
|
)
|
(91
|
)
|
||||
Balance at September 30
|
$
|
20
|
$
|
37
|
5.
|
Net loss per share
|
|
For the Nine Months Ended
|
|||||||
|
September 30, 2014
|
September 30, 2013
|
||||||
|
||||||||
Stock options
|
70,960
|
70,017
|
||||||
Warrants
|
173,814
|
129,335
|
||||||
Preferred shares as if converted
|
||||||||
Series A-1 Preferred Stock
|
7,818
|
7,222
|
||||||
Series B Preferred Stock
|
275,888
|
249,941
|
||||||
Series C Preferred Stock
|
215,668
|
199,801
|
||||||
Series D-1 Preferred Stock
|
251,435
|
64,401
|
||||||
Series D-2 Preferred Stock
|
112,737
|
90,215
|
5.
|
Net loss per share
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Numerator- net loss attributable to common stockholders
|
$
|
(1,791
|
)
|
$
|
(1,467
|
)
|
$
|
(5,730
|
)
|
$
|
(5,154
|
)
|
||||
Denominator-basic and diluted weighted average number of common shares outstanding
|
232,646
|
225,824
|
232,588
|
225,810
|
||||||||||||
Net loss per share – basic and diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
6.
|
Line of Credit
|
7.
|
Equity
|
|
|
Nine Months Ended
September 30, 2014
|
Nine Months Ended
September 30, 2013
|
Risk free interest rate
|
|
0.04% - 3.73%
|
0.35% - 4.92%
|
Expected life (years)
|
|
2.82 – 7.00
|
2.82 – 7.00
|
Expected volatility
|
|
93.63% – 198.38%
|
91.99% – 198.38%
|
Expected dividends
|
|
None
|
None
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Research and development
|
$
|
16
|
$
|
36
|
$
|
64
|
$
|
153
|
||||||||
Sales and marketing
|
17
|
13
|
54
|
55
|
||||||||||||
General and administrative
|
29
|
75
|
112
|
320
|
||||||||||||
Director options
|
3
|
7
|
12
|
32
|
||||||||||||
Stock-based compensation expense
|
$
|
65
|
$
|
131
|
$
|
242
|
$
|
560
|
|
2014
|
2013
|
||||||||||||||||||||||||||||||
Options
|
Shares
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Term(Years)
|
Aggregate Intrinsic Value
|
Shares
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Term(Years)
|
Aggregate Intrinsic Value
|
||||||||||||||||||||||||
Outstanding at January 1,
|
69,537
|
$
|
0.05
|
$
|
-
|
44,529
|
$
|
0.05
|
$
|
-
|
||||||||||||||||||||||
Granted
|
2,500
|
$
|
0.03
|
$
|
-
|
26,554
|
$
|
0.04
|
$
|
-
|
||||||||||||||||||||||
Exercised
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||||||
Forfeited or expired
|
(1,077
|
)
|
$
|
0.05
|
$
|
-
|
(1,066
|
)
|
$
|
0.13
|
$
|
-
|
||||||||||||||||||||
Outstanding at September 30
|
70,960
|
$
|
0.05
|
4.30
|
$
|
-
|
70,017
|
$
|
0.05
|
5.24
|
$
|
-
|
||||||||||||||||||||
Vested and expected to vest at September 30
|
63,996
|
$
|
0.05
|
4.30
|
$
|
-
|
63,204
|
$
|
0.05
|
5.24
|
$
|
-
|
||||||||||||||||||||
Exercisable at September 30
|
55,102
|
$
|
0.05
|
3.98
|
$
|
-
|
38,793
|
$
|
0.05
|
4.73-
|
$
|
-
|
7.
|
Equity
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Number Outstanding
|
Weighted Average Remaining Contractual Life (in years)
|
Weighted Average Exercise Price Per Share
|
Number Outstanding
|
Weighted Average Exercise Price Per Share
|
|||||||||||||||||
$
|
0.02 – $0.50
|
70,960
|
4.3
|
$
|
0.05
|
55,102
|
$
|
0.05
|
Nonvested Shares
|
Shares
|
Weighted Average
Grant-Date
Fair Value
|
||||||
Unvested at January 1, 2014
|
26,158
|
$
|
0.04
|
|||||
Granted
|
2,500
|
$
|
0.03
|
|||||
Forfeited
|
(598
|
)
|
$
|
0.04
|
||||
Vested
|
(12,202
|
)
|
$
|
0.04
|
||||
Unvested at September 30, 2014
|
15,858
|
$
|
0.04
|
Class of Preferred Stock
|
Annual Dividend
|
Annual Dividend Payable, in Cash or In Kind
|
Liquidation Preference
|
Conversion Price
|
YTD Preferred Dividend Shares in Kind
|
Total Preferred Shares Outstanding
|
Common Shares to be issued if Fully Converted
|
||||||||||||||||||
Series A-1
|
8
|
%
|
Quarterly in Arrears
|
$
|
1.00
|
$
|
0.1400
|
63
|
1,094
|
7,818
|
|||||||||||||||
Series B
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.50
|
$
|
0.0433
|
852
|
11,954
|
275,888
|
|||||||||||||||
Series C
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.50
|
$
|
0.0225
|
345
|
4,853
|
215,668
|
|||||||||||||||
Series D-1
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.00
|
$
|
0.0225
|
329
|
5,657
|
251,435
|
|||||||||||||||
Series D-2
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.00
|
$
|
0.0500
|
400
|
5,637
|
112,737
|
7.
|
Equity
|
|
Dividends
|
Beneficial Conversion Feature
|
||||||||||||||||||||||||||||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
||||||||||||||||||||||||
Series A-1
|
$
|
22
|
$
|
20
|
$
|
63
|
$
|
58
|
$
|
─ |
$
|
─ |
$
|
−
|
$
|
−
|
||||||||||||||||
Series B
|
294
|
266
|
852
|
771
|
─
|
─
|
−
|
−
|
||||||||||||||||||||||||
Series C
|
119
|
111
|
345
|
320
|
64
|
27
|
114
|
153
|
||||||||||||||||||||||||
Series D-1
|
128
|
35
|
329
|
94
|
107
|
10
|
488
|
206
|
||||||||||||||||||||||||
Series D-2
|
145
|
111
|
400
|
288
|
─
|
─
|
─
|
−
|
||||||||||||||||||||||||
Total
|
$
|
708
|
$
|
543
|
$
|
1,989
|
1,531
|
$
|
171
|
$
|
37
|
$
|
602
|
$
|
359
|
7.
|
Equity
|
|
September 30, 2014
|
September 30, 2013
|
||||||||||||||
|
Warrants
|
Weighted Average Exercise Price
|
Warrants
|
Weighted Average Exercise Price
|
||||||||||||
|
||||||||||||||||
Outstanding at beginning of period
|
77,155
|
$
|
0.0289
|
151,722
|
$
|
0.0269
|
||||||||||
Issued
|
124,711
|
0.0275
|
−
|
−
|
||||||||||||
Exercised
|
−
|
$
|
−
|
(1,300
|
)
|
$
|
0.0225
|
|||||||||
Expired/Cancelled
|
(28,052
|
)
|
$
|
0.0225
|
(21,087
|
)
|
$
|
0.0369
|
||||||||
Outstanding at end of period
|
173,814
|
$
|
0.0286
|
129,335
|
$
|
0.0252
|
||||||||||
Exercisable at end of period
|
173,814
|
$
|
0.0286
|
129,335
|
$
|
0.0252
|
7.
|
Equity
|
Number of Warrants
|
Weighted Average Remaining Life
|
Weighted Average Exercise Price Per Share
|
||||||||
Warrants
|
556 |
0.25
|
$
|
0.0225
|
||||||
Warrants
|
164,615 |
2.02
|
$
|
0.0275
|
||||||
Warrants
|
8,643 |
0.81
|
$
|
0.0500
|
||||||
173,814
|
2.14
|
$
|
0.0286
|
8.
|
Subsequent event
|
·
|
Technological, engineering, manufacturing, quality control or other circumstances that could delay the sale or shipment of products;
|
·
|
Economic, business, market and competitive conditions in the software industry and technological innovations that could affect the Company's business;
|
·
|
The Company's inability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and
|
·
|
General economic and business conditions and the availability of sufficient financing.
|
|
Three Months
|
Nine Months
|
||||||
|
2014
|
2014
|
||||||
Series A-1
|
$
|
22
|
$
|
63
|
||||
Series B
|
294
|
852
|
||||||
Series C
|
119
|
345
|
||||||
Series D-1
|
128
|
329
|
||||||
Series D-2
|
145
|
400
|
||||||
Total
|
$
|
708
|
$
|
1,989
|
Contractual obligations
|
Total
|
2014
|
2015
|
2016
|
2017
|
Thereafter
|
||||||||||||||||||
Operating lease commitments (1)
|
$
|
685
|
$
|
143
|
$
|
293
|
$
|
249
|
$
|
−
|
$
|
−
|
1.
|
The Company extended the lease on its offices in April 2010. The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016.
|
(a)
|
Exhibits.
|
Exhibit Number
|
Document
|
3.1
|
Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the Company's Registration Statement on Form 10 (File No. 0‑19301).
|
3.2
|
Certificate of Amendment to the Company's Certificate of Incorporation (authorizing the reclassification of the Class A Common Stock and Class B Common Stock into one class of Common Stock) as filed with the Delaware Secretary of State's office on November 1, 1991, incorporated herein by reference to Exhibit 3 to Amendment 1 on Form 8 to the Company's Form 8‑A (File No. 0‑19301).
|
3.3
|
By‑laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 0‑19301).
|
3.4
|
By‑laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 0‑19301).
|
3.5
|
Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation dated January 24, 2001, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form S/1, filed December 28, 2007.
|
3.6
|
Certificate of Elimination of the Company's Certificate of Designation of the Series A Preferred Stock dated August 17, 2001, incorporated herein by reference to Exhibit 3.6 to the Company's Registration Statement on Form S/1, filed December 28, 2007.
|
3.7
|
Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State August 17, 2007, incorporated herein by reference to Exhibit 3.7 to the Company's Registration Statement on Form S/1 filed on December 28, 2007.
|
3.8
|
Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on May 18, 1995, incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.9
|
Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on June 4, 2008, incorporated herein by reference to Exhibit 4.23 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.10
|
Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2008, incorporated herein by reference to Exhibit 3.7 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.11
|
Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 3.11 to the Company's Annual Report on Form 10-K filed on March 12, 2009.
|
3.12
|
Certificate of Elimination of the Company's Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 30, 2008, incorporated herein by reference to Exhibit 3.12 to the Company's Annual Report on Form 10-K filed on March 12, 2009.
|
3.13
|
Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2009, incorporated herein by reference to Exhibit 3.13 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2009.
|
3.14
|
Amendment No. 1 to By-laws dated June 17, 2010, incorporated herein by reference to Exhibit 3.14 to the Company's Quarterly Report on Form 10-Q filed on August 16, 2010.
|
3.15
|
Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.15 to the Company's Quarterly Report on Form 10-Q filed on November 12, 2010.
|
|
|
Exhibit Number
|
Document
|
3.16
|
Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.16 to the Company's Quarterly Report on Form 10-Q filed on November 12, 2010.
|
3.17
|
Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.17 to the Company's Quarterly Report on Form 10-Q filed on November 12, 2010.
|
3.18
|
Certificate of Amendment to Amended And Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.18 to the Company's Annual Report on Form 10-K filed on March 30, 2011.
|
3.19
|
Second Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.19 to the Company's Annual Report on Form 10-K filed on March 30, 2011.
|
3.20
|
Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.20 to the Company's Annual Report on Form 10-K filed on March 30, 2011.
|
3.21
|
Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.21 to the Company's Annual Report on Form 10-K filed on March 30, 2011.
|
3.22
|
Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company's Current Report on Form 8-K filed March 31, 2011.
|
3.23
|
Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company's Current Report on Form 8-K filed March 31, 2011.
|
3.24
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement filed on Schedule 14A on October 22, 2012.
|
3.25
|
Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.25 to the Company's Form 10-K filed March 31, 2014.
|
3.26
|
Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.26 to the Company's Form 10-K filed March 31, 2014.
|
3.27
|
Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, incorporated herein by reference to Exhibit 3.27 to the Company's Form 10-K filed March 31, 2014.
|
3.28
|
Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.28 to the Company's Form 10-K filed March 31, 2014.
|
3.29
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 10, 2013, incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement filed on Schedule 14A on November 1, 2013.
|
3.30
|
Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2013, incorporated herein by reference to Exhibit 3.30 to the Company's Form 10-K filed March 31, 2014.
|
10.59
|
Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company's Current Report on Form 8-K filed March 31, 2011.
|
10.60
|
Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company's Current Report on Form 8-K filed March 31, 2011.
|
Exhibit Number
|
Document
|
10.61
|
Form Of Subscription Agreement, incorporated herein by reference to Exhibit 10.61 to the Company's Current Report on Form 8-K filed on April 4, 2011.
|
10.62
|
Amendment No. 1 to the Registration Rights Agreement dated March 31, 2011, incorporated herein by reference to Exhibit 10.62 to the Company's Current Report on Form 8-K filed on April 4, 2011
|
10.63
|
Note and Warrant Purchase Agreement dated April 23, 2012, incorporated herein by reference to Exhibit 10.63 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2012.
|
10.64
|
Form of Subscription Agreement dated September 14, 2012, incorporated herein by reference to Exhibit 10.64 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2012.
|
10.65
|
Form of Unsecured Convertible Promissory Note dated September 14, 2012, incorporated herein by reference to Exhibit 10.65 to the Company's Quarterly Report on Form 10-Q filed on November 14, 2012.
|
10.66
|
Form of Subscription Agreement dated May 17, 2013, incorporated herein by reference to Exhibit 10.66 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2013.
|
10.67
|
Form of Subscription Agreement dated December 31, 2013, incorporated herein by reference to Exhibit 10.67 to the Company's Form 10-K filed March 31, 2014.
|
10.68
|
Credit Agreement with Venture Champion Asia Limited dated May 6, 2014, incorporated herein by reference to Exhibit 10.68 to the Company's Form 10-Q filed August 15, 2014.
|
*31.1
|
Certification of Company's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
*31.2
|
Certificate of Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
*32.1
|
Certification of Chief Executive Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
*32.2
|
Certification of Chief Financial Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
* | Filed herewith. |
|
|
COMMUNICATION INTELLIGENCE CORPORATION
|
|
|
Registrant
|
|
|
|
November 14, 2014
|
|
/s/ Andrea Goren
|
Date
|
|
Andrea Goren
|
|
|
(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Communication Intelligence Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Communication Intelligence Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
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