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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
|
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 June 30, 2015 (unaudited) and
December 31, 2014
|
3
|
Condensed Consolidated Statements of Operations for the Three and Six-Month
Periods Ended June 30, 2015 and 2014 (unaudited)
|
4
|
Condensed Consolidated Statements of Cash Flows for the Six-Month Periods
Ended June 30, 2015 and 2014 (unaudited)
|
5
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
7
|
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
13
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
18
|
Item 4. Controls and Procedures
|
18
|
PART II. OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
19
|
Item 1A. Risk Factors
|
19
|
Item 2. Unregistered Sale of Securities and Use of Proceeds
|
19
|
Item 3. Defaults Upon Senior Securities
|
19
|
Item 4. Mine Safety Disclosures
|
19
|
Item 5. Other Information
|
19
|
Item 6. Exhibits
|
|
(a) Exhibits
|
19
|
Signatures
|
23
|
June 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Assets
|
(Unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
409
|
$
|
775
|
||||
Accounts receivable, net of allowance of $74 at June 30, 2015 and $22 at December 31, 2014
|
156
|
122
|
||||||
Prepaid expenses and other current assets
|
43
|
80
|
||||||
Total current assets
|
608
|
977
|
||||||
Property and equipment, net
|
16
|
11
|
||||||
Patents, net
|
760
|
933
|
||||||
Other assets
|
29
|
29
|
||||||
Total assets
|
$
|
1,413
|
$
|
1,950
|
||||
Liabilities and Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
323
|
$
|
328
|
||||
Accrued compensation
|
268
|
293
|
||||||
Other accrued liabilities
|
405
|
338
|
||||||
Deferred revenue
|
240
|
257
|
||||||
Total current liabilities
|
1,236
|
1,216
|
||||||
Deferred revenue long-term
|
653
|
700
|
||||||
Deferred rent
|
17
|
41
|
||||||
Derivative liability
|
-
|
18
|
||||||
Other long-term liabilities
|
21
|
28
|
||||||
Total liabilities
|
1,927
|
2,003
|
||||||
Commitments and contingencies
|
||||||||
Equity (deficit):
|
||||||||
Series A-1 Preferred Stock
|
$ |
910
|
$ |
875
|
||||
Series B Preferred Stock
|
10,996
|
10,381
|
||||||
Series C Preferred Stock
|
5,802
|
5,553
|
||||||
Series D-1 Preferred Stock
|
6,298
|
5,139
|
||||||
Series D-2 Preferred Stock
|
4,962
|
4,671
|
||||||
Common stock
|
2,407
|
2,407
|
||||||
Treasury stock
|
(325
|
)
|
(325
|
)
|
||||
Additional paid in capital
|
94,217
|
94,995
|
||||||
Accumulated deficit
|
(125,231
|
)
|
(123,199
|
)
|
||||
Accumulated other comprehensive loss
|
(14
|
)
|
(14
|
)
|
||||
Total CIC stockholders' equity
|
22
|
483
|
||||||
Non-controlling interest
|
(536
|
)
|
(536
|
)
|
||||
Total deficit
|
(514
|
)
|
(53
|
)
|
||||
Total liabilities and equity (deficit)
|
$
|
1,413
|
$
|
1,950
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Revenue:
|
||||||||||||||||
Product
|
$
|
153
|
$
|
278
|
$
|
384
|
$
|
406
|
||||||||
Maintenance
|
214
|
195
|
430
|
368
|
||||||||||||
Total revenue
|
367
|
473
|
814
|
774
|
||||||||||||
Operating costs and expenses:
|
||||||||||||||||
Cost of sales:
|
||||||||||||||||
Product
|
34
|
39
|
145
|
43
|
||||||||||||
Maintenance
|
61
|
38
|
73
|
92
|
||||||||||||
Research and development
|
498
|
532
|
1,021
|
1,072
|
||||||||||||
Sales and marketing
|
242
|
331
|
540
|
639
|
||||||||||||
General and administrative
|
561
|
454
|
1,082
|
914
|
||||||||||||
Total operating costs and expenses
|
1,396
|
1,394
|
2,861
|
2,760
|
||||||||||||
Loss from operations
|
(1,029
|
)
|
(921
|
)
|
(2,047
|
)
|
(1,986
|
)
|
||||||||
Other income, net
|
−
|
−
|
−
|
2
|
||||||||||||
Interest expense:
|
||||||||||||||||
Other
|
(1
|
)
|
(245
|
)
|
(1
|
)
|
(245
|
)
|
||||||||
(Loss) gain on derivative liability
|
1
|
(1
|
)
|
17
|
3
|
|||||||||||
Net loss
|
(1,029
|
)
|
(1,167
|
)
|
(2,031
|
)
|
(2,226
|
)
|
||||||||
Accretion of beneficial conversion feature: Preferred stock:
|
||||||||||||||||
Related party
|
−
|
(13
|
)
|
(458
|
)
|
(86
|
)
|
|||||||||
Other
|
−
|
(12
|
)
|
(69
|
)
|
(313
|
)
|
|||||||||
Preferred stock dividends:
|
||||||||||||||||
Related party
|
(391
|
)
|
(340
|
)
|
(746
|
)
|
(669
|
)
|
||||||||
Other
|
(394
|
)
|
(319
|
)
|
(770
|
)
|
(612
|
)
|
||||||||
Net loss before controlling interest
|
(1,814
|
)
|
(1,851
|
)
|
(4,074
|
)
|
(3,906
|
)
|
||||||||
Net loss attributable to non-controlling interest
|
−
|
−
|
−
|
−
|
||||||||||||
Net loss attributable to common stockholders
|
$
|
(1,814
|
)
|
$
|
(1,851
|
)
|
$
|
(4,074
|
)
|
$
|
(3,906
|
)
|
||||
Basic and diluted loss per common share
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.02
|
)
|
||||
Weighted average common shares outstanding, basic and diluted
|
234,308
|
232,560
|
234,308
|
232,560
|
Six Months Ended
June 30,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(2,031
|
)
|
$
|
(2,226
|
)
|
||
Adjustments to reconcile net loss to net cash
used for operating activities:
|
||||||||
Depreciation and amortization
|
178
|
185
|
||||||
Stock-based compensation
|
371
|
177
|
||||||
Gain on derivative liability
|
(17
|
)
|
(3
|
)
|
||||
Warrants cost issued as interest expense
|
-
|
245
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(34
|
)
|
182
|
|||||
Prepaid expenses and other assets
|
37
|
29
|
||||||
Accounts payable
|
(5
|
)
|
(162
|
)
|
||||
Accrued compensation
|
(25
|
)
|
(15
|
)
|
||||
Other accrued and long-term liabilities
|
34
|
3
|
||||||
Deferred revenue
|
(64
|
)
|
(79
|
)
|
||||
Net cash used for operating activities
|
(1,556
|
)
|
(1,664
|
)
|
||||
Cash flows from investing activities:
Acquisition of property and equipment
|
(10
|
)
|
(4
|
)
|
||||
Net cash used for investing activities
|
(10
|
)
|
(4
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of Series D preferred stock, net of issuance costs of $33 and $51, respectively
|
1,200
|
1,138
|
||||||
Net cash provided by financing activities
|
1,200
|
1,138
|
||||||
Net decrease in cash and cash equivalents
|
(366
|
)
|
(530
|
)
|
||||
Cash and cash equivalents at beginning of period
|
775
|
945
|
||||||
Cash and cash equivalents at end of period
|
$
|
409
|
$
|
415
|
Six Months Ended
June 30,
|
||||||||
2015
|
2014
|
|||||||
Supplementary disclosure of cash flow information
|
||||||||
Interest paid
|
$
|
1
|
$
|
−
|
||||
Income taxes paid
|
$
|
−
|
$
|
−
|
||||
Non-cash financing and investing transactions:
|
||||||||
Dividends on Preferred Stock
|
$
|
1,516
|
$
|
1,281
|
||||
Accretion of beneficial conversion feature on issuance of convertible Preferred Stock
|
$
|
498
|
$
|
306
|
||||
Accretion of beneficial conversion feature on issuance of Preferred Stock dividends
|
$
|
29
|
$
|
93
|
1.
|
Nature of business and summary of significant accounting policies
|
1.
|
Nature of business and summary of significant accounting policies (continued)
|
Accounts Receivable
As of June 30,
|
Total Revenue
for the three months
ended June 30,
|
Total Revenue
for the six months
ended June 30,
|
||||
2015
|
2014
|
2015
|
2014
|
2015
|
2014
|
|
Customer #1
|
19%
|
−
|
−
|
−
|
−
|
−
|
Customer #2
|
32%
|
25%
|
11%
|
−
|
13%
|
−
|
Customer #3
|
−
|
−
|
10%
|
−
|
19%
|
−
|
Customer #4
|
31%
|
44%
|
28%
|
32%
|
16%
|
19%
|
Customer #5
|
−
|
−
|
−
|
−
|
−
|
11%
|
Total concentration
|
82%
|
69%
|
49%
|
32%
|
48%
|
30%
|
3.
|
Patents
|
June 30, 2015
|
December 31, 2014
|
|||||||||||||||||||||||
Carrying Amount
|
Accumulated Amortization
|
Net Value
|
Carrying Amount
|
Accumulated Amortization
|
Net Value
|
|||||||||||||||||||
Amortizable intangible assets:
|
||||||||||||||||||||||||
Patents
|
$
|
6,745
|
$
|
(5,985
|
)
|
$
|
760
|
$
|
6,745
|
$
|
(5,812
|
)
|
$
|
933
|
4.
|
Net loss per share
|
For the Six Months Ended
|
||||||||
June 30, 2015
|
June 30, 2014
|
|||||||
Stock options
|
107,600
|
71,987
|
||||||
Warrants
|
224,662
|
105,230
|
||||||
Preferred shares as if converted
|
||||||||
Series A-1 Preferred Stock
|
6,502
|
7,664
|
||||||
Series B Preferred Stock
|
296,945
|
269,105
|
||||||
Series C Preferred Stock
|
232,203
|
210,412
|
||||||
Series D-1 Preferred Stock
|
326,987
|
195,956
|
||||||
Series D-2 Preferred Stock
|
121,409
|
108,713
|
5.
|
Equity
|
Six Months Ended
June 30, 2015
|
Six Months Ended
June 30, 2014
|
||
Risk free interest rate
|
0.04% - 3.73%
|
0.04% – 4.89%
|
|
Expected life (years)
|
3.26 – 6.88
|
3.26 – 7.00
|
|
Expected volatility
|
93.63% - 198.38%
|
91.99% –198.38%
|
|
Expected dividends
|
None
|
None
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Research and development
|
$
|
47
|
$
|
21
|
$
|
113
|
$
|
48
|
||||||||
Sales and marketing
|
$
|
34
|
$
|
24
|
$
|
86
|
$
|
37
|
||||||||
General and administrative
|
$
|
65
|
$
|
37
|
$
|
145
|
$
|
83
|
||||||||
Director options
|
$
|
12
|
$
|
4
|
$
|
27
|
$
|
9
|
||||||||
Total stock-based compensation expense
|
$
|
158
|
$
|
86
|
$
|
371
|
$
|
177
|
2015
|
2014
|
|||||||||||||||||||||||||||||||
Options
|
Shares
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic Value
|
Shares
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Life (Years)
|
Aggregate Intrinsic Value
|
||||||||||||||||||||||||
Outstanding at January 1,
|
72,012
|
$
|
0.04
|
$
|
−
|
69,537
|
$
|
0.05
|
$
|
−
|
||||||||||||||||||||||
Granted
|
36,633
|
$
|
0.02
|
$
|
−
|
2,500
|
$
|
0.03
|
$
|
7
|
||||||||||||||||||||||
Exercised
|
−
|
−
|
$
|
−
|
−
|
$
|
−
|
$
|
−
|
|||||||||||||||||||||||
Forfeited or expired
|
(1,045
|
)
|
$
|
0.03
|
$
|
−
|
(50
|
)
|
$
|
0.22
|
$
|
−
|
||||||||||||||||||||
Outstanding at June 30
|
107,600
|
$
|
0.04
|
4.59
|
$
|
−
|
71,987
|
$
|
0.05
|
4.60
|
$
|
7
|
||||||||||||||||||||
Vested and expected to vest at June 30
|
104,525
|
$
|
0.03
|
3.24
|
$
|
−
|
46,864
|
$
|
0.05
|
4.24
|
$
|
−
|
||||||||||||||||||||
Exercisable at June 30
|
65,365
|
$
|
0.04
|
3.56
|
$
|
−
|
51,984
|
$
|
0.05
|
4.24
|
$
|
−
|
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
|
|||||||||||||||||
$
|
0.0100 – $0.0200
|
3,000
|
6.48
|
$
|
0.019
|
334
|
$
|
0.020
|
||||||||||||||
$
|
0.0210 - $0.0300
|
54,009
|
5.38
|
$
|
0.023
|
20,850
|
$
|
0.025
|
||||||||||||||
$
|
0.0310 - $0.0600
|
31,556
|
4.29
|
$
|
0.046
|
25,147
|
$
|
0.046
|
||||||||||||||
$
|
0.0610 - $0.2000
|
19,035
|
2.55
|
$
|
0.066
|
19,034
|
$
|
0.066
|
||||||||||||||
107,600
|
4.59
|
$
|
0.037
|
65,365
|
$
|
0.048
|
5.
|
Equity (continued)
|
Non-vested Shares
|
Shares
|
Weighted Average
Grant-Date
Fair Value Per Share
|
||||||
Non-vested at January 1, 2015
|
14,954
|
$
|
0.0374
|
|||||
Granted
|
36,633
|
$
|
0.0196
|
|||||
Forfeited
|
(1,020
|
)
|
$
|
0.0207
|
||||
Vested
|
(8,332
|
)
|
$
|
0.0297
|
||||
Non-vested at June 30, 2015
|
42,235
|
$
|
0.0233
|
Class of Preferred Stock
|
Annual Dividend
|
Annual Dividend Payable, in Cash or In Kind
|
Per Share Liquidation Preference
|
Per Share Conversion Price
|
YTD 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
|
35
|
910
|
6,502
|
|||||||||||||||
Series B
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.50
|
$
|
0.0433
|
615
|
12,867
|
296,945
|
|||||||||||||||
Series C
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.50
|
$
|
0.0225
|
250
|
5,225
|
232,203
|
|||||||||||||||
Series D-1
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.00
|
$
|
0.0225
|
324
|
7,357
|
326,987
|
|||||||||||||||
Series D-2
|
10
|
%
|
Quarterly in Arrears
|
$
|
1.00
|
$
|
0.0500
|
292
|
6,070
|
121,409
|
Dividends
|
Beneficial Conversion Feature Related to dividends
|
||||||||||||||||||||||||||||
Three Months Ended June 30,
|
Six Months Ended June 30,
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
2015
|
2014
|
2015
|
2014
|
2015
|
2014
|
2015
|
2014
|
||||||||||||||||||||||
Series A-1
|
$
|
17
|
$
|
21
|
$
|
35
|
$
|
41
|
$ ─
|
$ ─
|
$ ─
|
$
|
−
|
||||||||||||||||
Series B
|
313
|
284
|
615
|
558
|
─
|
─
|
─
|
−
|
|||||||||||||||||||||
Series C
|
127
|
115
|
250
|
226
|
─
|
13
|
13
|
50
|
|||||||||||||||||||||
Series D-1
|
179
|
107
|
324
|
201
|
─
|
12
|
16
|
43
|
|||||||||||||||||||||
Series D-2
|
149
|
132
|
292
|
255
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||
Total
|
$
|
785
|
$
|
659
|
$
|
1,516
|
$
|
1,281
|
$ ─
|
$
|
25
|
$
|
29
|
$
|
93
|
5.
|
Equity (continued)
|
June 30, 2015
|
June 30, 2014
|
|||||||||||||||
Shares
|
Weighted Average Exercise Price Per Share
|
Shares
|
Weighted Average Exercise Price Per Share
|
|||||||||||||
Outstanding at beginning of period
|
213,521
|
$
|
0.0289
|
77,155
|
$
|
0.0289
|
||||||||||
Issued
|
27,399
|
$
|
0.0275
|
72,589
|
$
|
0.0275
|
||||||||||
Expired
|
(16,258
|
)
|
$
|
0.0500
|
(4,333
|
)
|
$
|
0.0225
|
||||||||
Outstanding at end of period
|
224,662
|
$
|
0.0272
|
145,411
|
$
|
0.0289
|
||||||||||
Exercisable at end of period
|
224,662
|
$
|
0.0272
|
145,411
|
$
|
0.0289
|
Number of Shares
|
Weighted Average Remaining Life (Years)
|
Weighted Average Exercise Price Per Share
|
||||||||
27,400
|
2.77
|
$
|
0.0225
|
|||||||
193,968
|
1.52
|
$
|
0.0275
|
|||||||
3,294
|
0.38
|
$
|
0.0500
|
|||||||
224,662
|
1.65
|
$
|
0.0272
|
·
|
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
|
Six Months
|
||||||
2015
|
2015
|
|||||||
Series A-1
|
17
|
35
|
||||||
Series B
|
313
|
615
|
||||||
Series C
|
127
|
250
|
||||||
Series D-1
|
179
|
324
|
||||||
Series D-2
|
149
|
292
|
||||||
Total
|
785
|
1,516
|
Contractual obligations
|
Total
|
2015
|
2016
|
Thereafter
|
||||||||||||
Operating lease commitments (2)
|
$
|
397
|
$
|
147
|
$
|
250
|
$
|
−
|
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.
|
Exhibit Number
|
Document
|
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.
|
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.
|
Exhibit Number
|
Document
|
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.
|
3.31
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 16, 2014, incorporate herein by reference to Appendix A to the Company's Definitive Proxy Statement filed on Schedule 14A on October 17, 2014.
|
3.32
|
Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on March 24, 2015, incorporated herein by reference to Exhibit 3.32 to the Company's Quarterly Report on Form 10-Q filed May 15, 2015.
|
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.
|
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.
|
Exhibit Number
|
Document
|
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.
|
10.69
|
Form of Subscription Agreement dated August 5, 2014, incorporated herein by reference to Exhibit 10.69 to the Company's Form 10-K filed March 31, 2015.
|
*10.70
|
Form of Subscription Agreement dated March 24, 2015, incorporated herein by reference to Exhibit 10.70 to the Company's Quarterly Report on Form 10-Q filed May 15, 2015.
|
*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. |
* | Filed herewith. |
COMMUNICATION INTELLIGENCE CORPORATION
|
||
Registrant
|
||
August 14, 2015
|
/s/ Andrea Goren
|
|
Date
|
Andrea Goren
|
|
(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)
|
1 Year iSign Solutions (CE) Chart |
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