UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2017

 

OR

 

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                       

 

Commission File Number: 000-19301

 

iSign Solutions Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		94-2790442
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

2025 Gateway Place, Suite 485, San Jose, CA 95110

(Address of principal executive offices) (Zip Code)

 

(650) 802-7888

Registrant's telephone number, including area code

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

☐

large accelerated filer

☐

accelerated filer

☐

non-accelerated filer

☒

Smaller reporting Company

☐

Emerging growth company

 

Indicate by check mark whether the registrant is a shell company (as defined in Section 12b-2 of the exchange Act)

 

Yes ☐   No ☒

 

Number of shares outstanding of the issuer's Common Stock, as of August 14, 2017: 5,761,980

 

 

 

INDEX

 

		Page No.
PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at June 30, 2017 (unaudited) and December 31, 2016	1
	Condensed Consolidated Statements of Operations for the Three and Six-Month Periods Ended June 30, 2017 and 2016 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2017 (unaudited) and 2016	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and  Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sale of Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits
	(a) Exhibits	17
Signatures		21

 

 

PART I–FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

iSign Solutions Inc.

Condensed Consolidated Balance Sheets

(In thousands, except par value amounts)

 

		June 30,				December 31,
		2017				2016
Assets		(Unaudited)
Current assets:
Cash and cash equivalents		$	319			$	389
Accounts receivable, net of allowance of $3 at June 30, 2017 and $63 at December 31, 2016, respectively			183				137
Prepaid expenses and other current assets			24				56
Total current assets			526				582
Property and equipment, net			14				20
Intangible assets, net			107				269
Other assets			17				17
Total assets		$	664			$	888
Liabilities and Deficit
Current liabilities:
Accounts payable		$	1,316			$	1,368
Accrued compensation			255				257
Other accrued liabilities			559				505
Deferred revenue			303				258
Short-term capital lease			4				4
Total current liabilities			2,437				2,392
Long-term debt, net			1,260				707
Deferred revenue long-term			245				315
Long-term capital lease			8				9
Other long-term liabilities			7				13
Total liabilities			3,957				3,346
Commitments and contingencies
Equity (deficit):
Common stock, $0.01 par value; 20,000 shares authorized; 5,760 shares issued and outstanding at June 30, 2017 and December 31, 2016			58				58
Treasury shares, 5 at June 30, 2017 and December 31, 2016			(325	)			(325	)
Additional paid-in capital			128,939				128,884
Accumulated deficit			(131,415	)			(130,615	)
Accumulated other comprehensive loss			(14	)			(14	)
Total iSign stockholders' deficit			(2,757	)			(2,012	)
Non-controlling interest			(536	)			(536	)
Total deficit			(3,293	)			(2,548	)
Total liabilities and deficit		$	664			$	888

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2017				2016				2017				2016
Revenue:
Product		$	45			$	164			$	92			$	224
Maintenance			170				192				333				409
Total revenue			215				356				425				633
Operating costs and expenses:
Cost of sales:
Product			4				17				7				54
Maintenance			24				85				69				218
Research and development			301				367				585				685
Sales and marketing			49				127				108				329
General and administrative			290				613				678				1,342
Total operating costs and expenses			668				1,209				1,447				2,628
Loss from operations			(453	)			(853	)			(1,022	)			(1,995	)
Other income (expense), net			74				(16	)			73				(13	)
Interest expense:
Related party			(6	)			(30	)			(12	)			(81	)
Other			(15	)			(38	)			(30	)			(98	)
Amortization of debt discount:
Related party			(7	)			(34	)			(14	)			(56	)
Other			(17	)			(127	)			(34	)			(210	)
Gain on sale of intangible assets			239				-				239				-
Gain on derivative liability			-				149				-				174
Net loss			(185	)			(949	)			(800	)			(2,279	)
Accretion of beneficial conversion feature: Preferred stock:
Related party			-				-				-				(115	)
Other			-				-				-				(130	)
Preferred stock dividends:
Related party			-				(226	)			-				(646	)
Other			-				(233	)			-				(667	)
Net loss attributable to common stockholders		$	(185	)		$	(1,408	)		$	(800	)		$	(3,837	)
Basic and diluted net loss per common share		$	(0.03	)		$	(0.53	)		$	(0.14	)		$	(2.70	)
Weighted average common shares outstanding, basic and diluted			5,762				2,636				5,762				1,420

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

		Six Months Ended June 30,
		2017				2016
Cash flows from operating activities:
Net loss		$	(800	)		$	(2,279	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			169				183
Debt discount amortization			48				266
Stock-based compensation			56				106
Gain on sale of intangible assets			(239	)			-
Gain on derivative liability			-				(174	)
Changes in operating assets and liabilities:
Accounts receivable, net			(46	)			(102	)
Prepaid expenses and other assets			32				317
Accounts payable			(52	)			544
Accrued compensation			(2	)			34
Other accrued and long-term liabilities			47				405
Deferred revenue			(25	)			(115	)
Net cash used in operating  activities			(812	)			(815	)
Cash flows from investing activities:
Acquisition of property and equipment			(2	)			-
Net cash used in investing  activities			(2	)			-
Cash flows from financing activities:
Proceeds from the issuance of long-term debt			505				-
Proceeds from the sale of intangible assets, net			239				-
Proceeds from issuance of common stock and warrants, net of offering costs of $780			-				424
Net cash provided by financing activities			744				424
Net decrease in cash and cash equivalents			(70	)			(391	)
Cash and cash equivalents at beginning of period			389				846
Cash and cash equivalents at end of period		$	319			$	455

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

(In thousands)

 

		Six Months Ended June 30,
		2017				2016
Supplementary disclosure of cash flow information
Interest paid		$	8			$	3
Income taxes paid		$	-			$	-
Non-cash financing and investing transactions:
Acquisition of property and equipment through capital lease		$	-			$	15
Conversion of convertible notes plus accrued interest into 683 shares of Common Stock		$	-			$	1,188
Conversion of deferred compensation plus accrued interest into 286 shares of Common Stock		$	-			$	498
Exchange of long-term unsecured convertible promissory notes for long-term unsecured convertible promissory notes		$	250			$	-
Exchange of long-term unsecured convertible promissory notes for long-term secured convertible promissory notes		$	200			$	-
Dividends on Preferred Stock		$	-			$	1,313
Accretion of beneficial conversion feature on issuance of Preferred Stock dividends		$	-			$	245

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

1.	Nature of Business and Summary of Significant Accounting Policies

 

Nature of Business

 

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. iSign’s platform can be deployed both on premise and as a cloud-based (“SaaS”) service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company’s products include SignatureOne® Ceremony™ Server, the iSign® suite of products and services, including iSign® Enterprise and iSign® Console™, and Sign-it® programs.

 

Basis of Presentation

 

The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2016.

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company’s results of operations and cash flows for the periods presented. The Company’s interim results are not necessarily indicative of the results to be expected for the entire year.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2017, the Company’s accumulated deficit was $131,415. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2017, the Company’s cash balance was $319. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

1.	Nature of Business and Summary of Significant Accounting Policies (continued)

 

Accounting Changes and Recent Accounting Pronouncements

 

In May 2017, the FASB issued ASU 2017-09, Compensation (Subtopic 718-20): Stock Compensation - Scope of Modification Accounting. ASU 2017-09 provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The guidance is effective for annual periods after December 15, 2017. Implementation of ASU 2017-09 is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

 

2.	Concentrations

 

The following table summarizes accounts receivable and revenue concentrations:

 

			Accounts Receivable as of June 30,								Total Revenue for the three months ended June 30,								Total Revenue for the six months ended June 30,
			2017				2016				2017				2016				2017				2016
	Customer #1			23	%			33	%			10	%			-				10	%			-
	Customer #2			67	%			-				-				-				-				-
	Customer #3			-				-				15	%			-				15	%			11	%
	Customer #4			-				48	%			16	%			38	%			16	%			27	%
	Customer #5			-				-				16	%			-				16	%			11	%
	Total concentration			90	%			81	%			57	%			38	%			57	%			49	%

 

3.	Intangible assets

 

The Company performs an intangible asset impairment analysis at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets.

 

Management completed an analysis of the Company’s intangible assets as of December 31, 2016. Based on that analysis, the Company concluded that no impairment of the carrying value of the intangible assets existed. The Company believes that no events or circumstances changed during the three and six months ended June 30, 2017 that would impact this conclusion.

 

Amortization of intangible assets costs was $81 and $162 for the three and six-month periods ended June 30, 2017 and $80 and $161 for the three and six-month periods ended June 30, 2016, respectively.

 

The following table summarizes the patents:

 

			June 30, 2017												December 31, 2016
			Carrying Amount				Accumulated Amortization				Net Value				Carrying Amount				Accumulated Amortization				Net Value
	Amortizable intangible assets:
	Technology		$	6,745			$	(6,638	)		$	107			$	6,745			$	(6,476	)		$	269

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

4.	Net Loss per Share

 

The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding.

 

The Company’s Preferred Shareholders converted all of their Preferred Stock into shares of Common Stock on May 19, 2016. The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the exercise of such options and warrants would be antidilutive:

 

			For the Six Months Ended
			June 30, 2017				June 30, 2016
	Stock options			573				74
	Warrants			1,878				1,756

 

5.

Debt

 

Advances:

 

In February 2017, the Company received, from investors and affiliates of the Company, advances aggregating $120 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivables were collected and the advances were repaid in March 2017, along with $6 in advance fees per the agreement. The advance fees were recorded as interest expense in the quarter ended March 31, 2017.

 

Notes payable:

 

In November 2016, the Company issued long-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $700 in cash. The Company also issued the same long-term notes to affiliates in exchange for an aggregate of $200 in demand notes that had been issued earlier in September and October of 2016. The long-term notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $1.30 per share or the price per share of Common Stock, upon closing a new debt and or equity financing of at least $1,000 in aggregate proceeds. The notes bear interest at the rate of 6% per annum and are due December 31, 2018. The Company issued warrants to purchase 277 shares of Common Stock in connection with these long-term notes. The Company ascribed a value of $204 to the 277 warrants and recorded a discount to the long-term notes and a corresponding amount to additional paid-in capital. The discount is being amortized using the effective interest method over the term of the notes.

 

In May 2017, the Company issued long-term secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing discussed above and that also participated in the May 2017 financing, exchanged $250 of unsecured convertible promissory notes received in the November 2016 financing for the same secured notes issued in the May 2017 financing. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company's rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

5.	Debt (continued)

 

The Company is using the funds received from the above financing for working capital and general corporate purposes.

 

The Company recorded $24 and $48 in debt discount amortization for the three and six months ended June 30, 2017, respectively, related to the above 2016 debt financings.

 

6.	Equity (Deficit)

 

Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model.

 

Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended June 30, 2017 and 2016, was approximately 10.55% and 11.89%, respectively, based on historical data.

 

Valuation and Expense Information:

 

The weighted-average fair value of stock-based compensation is based on the Black-Scholes-Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized using the accrual method over the vesting period of the options.

 

The Company granted 502 stock options during the three months ended June 30, 2017 at a weighted average exercise price of $.50 per share. There were no stock options exercised during the three and six months ended June 30, 2017.

 

There were no stock options granted, and no stock options exercised during the three and six months ended June 30, 2016.

 

The fair value calculations for the stock options granted are based on the following assumptions:

 

			Three and Six Months Ended June 30, 2017
	Risk free interest rate			1.56	%
	Expected life (years)			5.3
	Expected volatility			212.15	%
	Expected dividends			None

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

6.	Equity (Deficit) (continued)

 

The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three and six months ended June 30:

 

			Three Months Ended June 30,								Six Months Ended June 30,
			2017				2016				2017				2016
	Research and development		$	12			$	15			$	20			$	34
	Sales and marketing		$	-			$	2			$	-			$	15
	General and administrative		$	10			$	19			$	20			$	43
	Director and consultant options		$	13			$	6			$	16			$	14
	Total stock-based compensation expense		$	35			$	42			$	56			$	106

 

A summary of option activity under the Company’s plans for the six months ended June 30, 2017 and 2016 is as follows:

 

			2017																2016
	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,			71			$	45.21							$	-				82			$	45.35							$	-
	Granted			502			$	0.50							$	-				-			$	-							$	-
	Exercised			-			$	-							$	-				-			$	-							$	-
	Forfeited or expired			-			$	-							$	-				(8	)		$	42.16							$	-
	Outstanding at June 30			573			$	6.07				6.34			$	-				74			$	45.71				3.65			$	-
	Vested and expected to vest at June 30			520			$	6.61				6.29			$	-				72			$	46.22				3.10			$	-
	Exercisable at June 30			64			$	47.31				2.45			$	-				58			$	51.10				3.10			$	-

 

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2017:

 

			Options Outstanding												Options Exercisable
	Range of Exercise Prices		Number Outstanding				Weighted Average Remaining Contractual Term (in years)				Weighted Average Exercise Price				Number Outstanding				Weighted Average Exercise Price
	$0.50 – $25.00			504				6.86			$	0.56				1			$	14.75
	$25.01 – 625.00			69				2.58			$	46.30				63			$	47.99
	Total			573				6.34			$	6.07				64			$	47.31

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

6.	Equity (Deficit)

 

A summary of the status of the Company’s non-vested shares as of June 30, 2017 is as follows:

 

	Non-vested Shares		Shares				Weighted Average Grant-Date Fair Value
	Non-vested at January 1, 2017			11			$	23.01
	Granted			502			$	0.50
	Vested			(4	)		$	47.31
	Non-vested at June 30, 2017			509			$	0.85

 

As of June 30, 2017, there was a total of $144 of unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 2.4 years.

 

Warrants

 

A summary of the warrant activity for the six months ended June 30 is as follows:

 

			June 30, 2017								June 30, 2016
			Shares				Weighted Average Exercise Price Per Share				Shares				Weighted Average Exercise Price Per Share
	Outstanding at beginning of period			1,882			$	2.52				205			$	35.51
	Issued			-			$	-				1,551			$	2.18
	Expired			(4	)		$	34.38				-			$	-
	Outstanding at end of period			1,878			$	1.53				1,756			$	5.27
	Exercisable at end of period			1,878			$	1.53				1,756			$	5.27

 

A summary of the status of the warrants outstanding and exercisable as of June 30, 2017 is as follows:

 

	Number of Warrants				Weighted Average Remaining Life				Weighted Average Exercise Price per share
		50				.02			$	0.42
		277				0.42			$	0.24
		1,551				3.25			$	1.80
		1,878				3.69			$	1.53

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Forward Looking Statements

 

Certain statements contained in this quarterly report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual events to differ materially from expectations. Such factors include those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, including the following:

 

	●	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.

 

Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, as a result of new information, future events or otherwise.

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in Part 1, Item 1 of this quarterly report on Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2016.

 

Overview

 

The Company is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. iSign’s platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models.

 

The Company was incorporated in Delaware in October 1986. Except for the year ended December 31, 2004, in each year since its inception the Company has incurred losses. For the two-year period ended December 31, 2016, net losses attributable to common stockholders aggregated approximately $12,676, and, at June 30, 2017, the Company's accumulated deficit was approximately $131,415.

 

For the three months ended June 30, 2017, total revenue was $215, a decrease of $141, or 40%, compared to total revenue of $356 in the prior year period. For the six months ended June 30, 2017, total revenue was $425, a decrease of $208, or 33%, compared to total revenue of $633 in the prior year period. The decreases in revenue for the three and six months ended June 30, 2017 is due primarily to a large order received in the second quarter of 2016.

 

The net loss applicable to common stockholders for the three months ended June 30, 2017 was $185, a decrease of $1,223, or 87%, compared to a net loss applicable to common stockholders of $1,408 in the prior year period. The decrease is due to the decrease in the loss from operations of $400, an increase in other income, a decrease in interest expense, a decrease in amortization of the debt discount, partially offset by a decrease in derivative liability income for a combined amount of $364, and a decrease in dividends and related beneficial conversion feature of $459. For the six months ended June 30, 2017 the net loss applicable to common stockholders was $800, a decrease of $3,037, or 79%, compared to a net loss applicable to common stockholders of $3,837 in the prior year period. The decrease is due to the decrease in the loss from operations of $973, an increase in other income, a decrease in interest expense, a decrease in amortization of the debt discount, partially offset by a decrease in derivative liability income for a combined amount of $506, and a decrease in dividends and related beneficial conversion feature of $1,558.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

In May 2017, the Company issued long-term secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing discussed above and that also participated in the May 2017 financing, exchanged $250 of unsecured convertible promissory notes received in the November 2016 financing for $250 of the same secured notes issued in the May 2017 financing. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company's rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date, an additional 30% of the note’s principal amount shall become due and payable.

 

Critical Accounting Policies and Estimates

 

Refer to Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2016 Form 10-K.

 

Effect of Recent Accounting Pronouncement

 

In May 2017, the FASB issued ASU 2017-09, Compensation (Subtopic 718-20): Stock Compensation - Scope of Modification Accounting. ASU 2017-09 provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The guidance is effective for annual periods after December 15, 2017. Implementation of ASU 2017-09 is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

 

Results of Operations

 

Revenue

 

For the three months ended June 30, 2017, product revenue was $45, a decrease of $119, or 73%, compared to product revenue of $164 in the prior year period. The decrease in revenue is primarily attributable to a large order received in the second quarter of 2016. For the three months ended June 30, 2017, maintenance revenue was $170, a decrease of $22, or 11%, compared to maintenance revenue of $192 in the prior year period. This decrease is primarily due to the non-renewal of maintenance contracts.

 

For the six months ended June 30, 2017, product revenue was $92, a decrease of $132, or 59%, compared to product revenue of $224 in the prior year period. The decrease in product revenue is primarily due to the same factors discussed for the three-month period discussed above. For the six months ended June 30, 2017, maintenance revenue was $333, a decrease of $76, or 19%, compared to maintenance revenue of $409 in the prior year period. The decrease in maintenance revenue is primarily due to the factors discussed for the three-month period above.

 

Cost of Sales

 

For the three months ended June 30, 2017, cost of sales was $28, a decrease of $74, or 73%, compared to cost of sales of $102 in the prior year period. The decrease in cost of sales was due to a decrease in direct labor related to transactional and maintenance revenue generating contracts during the three months ended June 30, 2017, compared to the prior year period.

 

For the six months ended June 30, 2017, cost of sales was $76, a decrease of $196, or 72%, compared to cost of sales of $272 in the prior year period. The decrease in cost of sales was due to a decrease in direct labor related to transactional and maintenance revenue generating contracts, compared to the prior year period.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Operating expenses

 

Research and Development Expenses

 

For the three months ended June 30, 2017, research and development expense was $301, a decrease of $66, or 18%, compared to research and development expense of $367 in the prior year period. Research and development expenses consist primarily of salaries and related costs, outside engineering, maintenance items, and allocated facilities expenses. The most significant factor in the $66 decrease was a $44, or 12%, decrease in total salaries and benefits due to the reduction of one engineer in the third quarter of the prior year. Other general expenses decreased $94, or 55%, compared to the prior year. The reductions in overhead expenses were offset by an unfavorable variance of $72 in allocated labor costs. Total expenses, before allocations for the three months ended June 30, 2017, were $312, a decrease of $55, or 15%, compared to $367 in the prior year period. The decrease in gross expenses is primarily due to planned cost reductions put in place during the prior year.

 

For the six months ended June 30, 2017, research and development expense was $585, a decrease of $100, or 15%, compared to research and development expense of $685 in the prior year period. The reasons for the decrease during the six-month period ended June 30, 2017 are the same as for the three-month period discussed above. Total expenses, before allocations to cost of sales, for the six months ended June 30, 2017, were $689, a decrease of $298, or 30%, compared to $987 in the prior year period.

 

Sales and Marketing Expense

 

For the three months ended June 30, 2017, sales and marketing expense was $49, a decrease of $78, or 61%, compared to sales and marketing expense of $127 in the prior year period. For the six months ended June 30, 2017, sales and marketing expense was $108, a decrease of $221, or 67%, compared to sales and marketing expense of $329 in the prior year period. These decreases were primarily attributable to salary and related cost savings implemented during the prior year as part of the Company’s transition to a go-to-market strategy principally focused on partner integrations.

 

General and Administrative Expense

 

For the three months ended June 30, 2017, general and administrative expense was $290, a decrease of $323, or 53%, compared to general and administrative expense of $613 in the prior year period. The decrease was primarily due to legal, accounting and other offering expenses that were not applied against the public offering that was completed May 2016 as well as decreases in salaries and certain related expense of $31, or 33%. Other general administrative expenses decreased $34, or 16%, compared to the prior year period.

 

For the six months ended June 30, 2017, general and administrative expense was $678, a decrease of $664, or 49%, compared to general and administrative expense of $1,342 in the prior year period. The decrease was primarily due to the same factors discussed for the three-month period ended June 30, 2017.

 

Other Income and Expense

 

For the three and six months ended June 30, 2017, other income was $74 and $73, respectively, an increase of $90 and $86, respectively, compared to other expense of $16 and 13 for the three and six months ended June 30, 2016, respectively. The increases are due to the abatement of an accrual for a late filing fee from the Internal Revenue Service of $30 and the collection of accounts receivable reserved for in the prior year of $44.

 

For the three months ended June 30, 2017, interest expense was $21, a decrease of $47, or 69% compared to interest expense of $68 in the prior year period. For the six months ended June 30, 2017, interest expense was $42, a decrease of $137, or 77%, compared to interest expense of $179 in the prior year period. The decrease in interest expense is primarily due to the lower amount of debt resulting from the conversion of convertible notes and deferred compensation that was outstanding for the first five months of 2016, and converted into shares of Common Stock on May 19, 2016.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

For the three and six-months ended June 30, 2017, the Company recorded a gain on sale of the source code and rights to one of the Company’s older toolkit software products, net of related costs, of $239. The purchaser granted the Company a fully-paid, royalty-free, worldwide, irrevocable license to use the software to support current and existing customers and partners of the Company. The Company did not retain the right to distribute the software either as a source code or as an object code. However, the Company retained the right to create new non- toolkit software from the original source code and to market, sell and distribute the new non- toolkit software in the ordinary course of business to its customers and partners.

 

For the three months ended June 30, 2017, the gain on derivative liability was $0, a decrease of $149, compared to the gain on derivative liability of $149 in the prior year period. For the six months ended June 30, 2017, the gain on derivative liability was $0, a decrease of $174, compared to a gain on derivative liability of $174 in the prior year period. The decrease in the gain on derivative liability was primarily due to the conversion of $1,068 of short-term debt in conjunction with the public offering and extinguishment of the related derivative liability in May 2016.

 

For the six months ended June 30, 2017, accretion of the beneficial conversion feature on the Company’s Preferred Stock with a conversion price less than the closing market price of the Company’s common stock on the issuance date for new issuances of Preferred Stock and for preferred share dividends was $0, a decrease of $245, or 100%, compared to $245 in the prior year period. The decrease is due to the conversion of all classes of Preferred Stock into common Stock on May 19, 2016.

 

For the three and six months ended June, 30, 2017, no dividends in kind on shares of the Company’s Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were issued due to the conversion of all classes of Preferred Stock into Common Stock on May 19, 2016. For the three and six months ended June 30, 2016, dividends on shares of Preferred Stock were $459 and $1,313, respectively.

 

Liquidity and Capital Resources

 

At June 30, 2017, cash and cash equivalents totaled $319, compared to cash and cash equivalents of $389 at December 31, 2016. The decrease in cash was primarily due to net cash used in operating activities of $812 and the acquisition of property and equipment of $2. The use of cash was partially offset by the proceeds from the issuance of $505 in long-term debt during the six-month period and the $239 in proceeds from the sale of intangible assets during the three months ended June 30, 2017. At June 30, 2017, total current assets were $526, compared to total current assets of $582 at December 31, 2016. At June 30, 2017, the Company's principal sources of funds included its aggregated cash and cash equivalents of $319.

 

At June 30, 2017, accounts receivable net, was $183, an increase of $46, or 34%, compared to accounts receivable net of $137 at December 31, 2016. The increase is due primarily to the timing of billings during the three months ended June 30, 2017.

 

At June 30, 2017, prepaid expenses and other current assets were $24, a decrease of $32, or 57%, compared to prepaid expenses and other current assets of $56 at December 31, 2016. The decrease is due primarily to the expensing of prepaid director and officer insurance premiums during the six-month period. At June 30, 2017, total current liabilities were $2,437, an increase of $45, or 2%, compared to total current liabilities of $2,392 at December 31, 2016. At June 30, 2017, accounts payable was $1,316, a decrease of $52, or 4%, compared to accounts payable of $1,368 at December 31, 2016. At June 30, 2017, accrued compensation was $255, a decrease of $2, or 1%, compared to accrued compensation of $257 at December 31, 2016. The decreases are due primarily to cost saving measures put in place by the Company. Other accrued liabilities were $559, an increase of $54, or 11%, from $505 at December 31, 2016 due to the accrual of additional deferred professional services.

 

At June 30, 2017, current deferred revenue as of June 30, 2017 was $303, an increase of $45, or 17%, compared to current deferred revenue of $258 at December 31, 2016. Deferred revenue primarily reflects advance payments for maintenance fees from the Company's licensees that are generally recognized as revenue by the Company when all obligations are met or over the term of the maintenance agreement, whichever is longer. Deferred revenue is recorded when the Company receives advance payment from its customers.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

In February 2017, the Company received, from investors and affiliates of the Company, advances aggregating $120 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The Company used the funds received from the above advances for working capital and general corporate purposes. The receivables were collected and the advances were repaid in March 2017, along with $6 in advance fees per the agreement.

 

In May 2017, the Company issued long-term secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing discussed above and that also participated in the May 2017 financing, exchanged $250 of unsecured convertible promissory notes received in the November 2016 financing for $250 of the same secured notes issued in the May 2017 financing. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company's right, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

 

The Company is using the funds received from the above financing for working capital and general corporate purposes.

 

The Company recorded $24 and $48 in debt discount amortization for the three and six months ended June 30, 2017, respectively, related to the 2016 debt financings.

 

The Company incurred $21 and $42, respectively, of interest expense for the three and six months ended June 30, 2017, of which $1 and $8, respectively were paid in cash.

 

The Company had the following material commitments as of June 30, 2017:

 

Contractual obligations		Total				2017				2018				2019				Thereafter
Operating lease commitments (1)		$	238			$	50			$	101			$	87			$	─
Capital lease commitments			17				3				6				6				2
		$	255			$	53			$	107			$	93			$	2

 

1.	In November 2016, the Company moved its principal facilities to San Jose, California, pursuant to a lease that expires in 2019. In addition to monthly rent, the facilities are subject to additional rental payments for utilities and other costs above the base amount.

 

The Company has experienced recurring losses from operations that raise a substantial doubt about its ability to continue as a going concern. There can be no assurance that the Company will have adequate capital resources to fund planned operations or that any additional funds will be available to it when needed, or if available, will be available on favorable terms or in amounts required by it. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Interest Rate Risk

 

The Company did not enter into any short-term security investments during the three and six months ended June 30, 2017.

 

Foreign Currency Risk

 

From time to time, the Company makes certain capital equipment or other purchases denominated in foreign currencies. As a result, the Company’s cash flows and earnings are exposed to fluctuations in interest rates and foreign currency exchange rates. The Company attempts to limit these exposures through operational strategies and generally has not hedged currency exposures. During the three and six months ended June 30, 2016 and 2015, foreign currency translation gains and losses were insignificant.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Item 4.

Controls and Procedures.

 

Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 and 15d-15 under the Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that the information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors or fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The Company considered these limitations during the development of its disclosure controls and procedures, and will continually reevaluate them to ensure they provide reasonable assurance that such controls and procedures are effective.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Part II-Other Information

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.

Risk Factors

 

Not applicable.

 

Item 2.

Unregistered Sale of Securities and Use of Proceeds.

 

None.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable

 

Item 5.

Other Information.

 

None.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Item 6.

Exhibits.

 

(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.
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.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit Number		Document
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.
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.
3.33		Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 19, 2016.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit Number		Document
3.34		Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.35		Certificate of Amendment to the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.36		Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.37		Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed May 19, 2016.
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.
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.
10.71		Form of Subscription Agreement dated July 23, 2015, incorporated herein by reference to Exhibit 10.71 to the Company’s Quarterly Report on Form 10-Q filed November 16, 2015.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit Number		Document
*10.72		Note and Warrant Purchase Agreement dated November 3, 2016, filed herewith.
*10.73		Form of Unsecured Convertible Promissory Note dated November 3, 2016, filed herewith.
*10.74		Note Purchase Agreement dated May 23, 2017, filed herewith.
*10.75		Form of Secured Convertible Promissory Note dated May 23, 2017, filed herewith.
*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.

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

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 thereunto duly authorized.

 

	iSign Solutions Inc.
	Registrant

 

August 14, 2017		/s/ Andrea Goren
Date		Andrea Goren
		(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

 

 

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