Current Report Filing (8-k)
08 August 2018 - 8:19PM
Edgar (US Regulatory)
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):
August 1, 2018
iSign
Solutions Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-19301
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94-2790442
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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2033
Gateway Place, Suite 659
San
Jose, CA 95110
(Address
of principal executive offices)
(650)
802-7888
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report.)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On
August 1, 2018, iSign Solutions Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”)
with certain investors (each an “Investor,” and, collectively, the “Investors”). Under the terms of the
Purchase Agreement, the Company received loans in the aggregate amount of $283,750 (the “Loans”) from the Investors
in exchange for the Company’s issuance to each of the Investors of a secured convertible promissory note equal to the amount
of such Investor’s loan contribution to the Company plus an original issue discount of twenty percent (20%) for a total
of $340,500 in note principal (each a “Note,” and, collectively, the “Notes”). The Loans consisted of
$205,000 in cash and of $78,750 due under certain advances on accounts receivable received by the Company during the quarter ended
June 30, 2018, and exchanged into Notes under the Purchase Agreement. The Notes bear interest at the rate of 10% per annum, and
have a maturity date of December 31, 2018. Should the Notes remain outstanding past the maturity date, an additional, one-time
30% will accrue on the principal of the Notes. The Notes may be converted by their terms at the option of Investors into shares
of the Company’s common stock.
The
Company may use any funds received from the Investors for working capital and general corporate purposes, in the ordinary course
of business, and to pay fees and expenses in connection with the Company’s entry into the Purchase Agreement.
Transactions
With Related Persons
SG
Phoenix LLC assisted the Company in negotiating with Investors the term sheet for the transaction described above, the terms of
which were approved by a Special Committee of the Board of Directors comprised of disinterested directors, as well as the entire
Board of Directors. SG Phoenix LLC is the management company of Phoenix Venture Fund LLC, the Company’s largest stockholder,
which has participated in several of the Company’s previous financing transactions. Philip Sassower and Andrea Goren are
the co-managers of SG Phoenix LLC, and are also the Company’s Chief Executive Officer and Chief Financial Officer, respectively.
Stanley Gilbert, Andrea Goren and/or entities affiliated to them participated as Investors in the above described financing. Mr.
Sassower is Co-Chairman of the Board of Directors, Mr. Gilbert is a member of the Company’s Board of Directors, and Mr.
Goren is also a member of the Company’s Board of Directors and the Company’s Corporate Secretary.
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.
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iSign Solutions Inc.
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August 2, 2018
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By:
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/s/
Andrea Goren
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Andrea Goren
Chief Financial Officer
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