Current Report Filing (8-k)
December 18 2017 - 3:23PM
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):
December 15, 2017
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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2025
Gateway Place, Suite 485
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:
o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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o
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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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o
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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
o
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.
o
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Item 1.01
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Entry into Material
Definitive Agreement
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Item 3.02
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Unregistered Sales
of Equity Securities
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On December 15, 2017, 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 $150,000 from the Investors in exchange for the Company’s issuance to
each of the Investors of a secured convertible promissory note equal to the principal amount of such Investor’s loan to
the Company (each a “Note,” and, collectively, the “Notes”). 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. Mike Engmann,
Andrea Goren and/or entities affiliated to them participated as Investors in the above described financing. Messrs. Sassower and
Engmann are Co-Chairmen of the Board of Directors, Mr. Engmann is also the Company’s President and Chief Operating Officer,
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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December 18, 2017
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By:
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/s/ Andrea Goren
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Andrea Goren
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Chief Financial Officer
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