Filed Pursuant to Rule 424(b)(3)
File Number 333-192064

Prospectus Supplement No. 8
(To Prospectus dated May 22, 2014)

Hipcricket, Inc.
31,037,500 Shares of Common Stock
 
This Prospectus Supplement No. 8 supplements the prospectus dated May 22, 2014 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-192064).  The Prospectus and this prospectus supplement relate to the disposition from time to time of up to 31,037,500 shares of our common stock, which are held or may be held by the selling stockholders named in the Prospectus.  We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders.
 
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.  This prospectus supplement updates, amends and supplements the information included in the Prospectus.  If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
 
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
 
Current Report on Form 8-K
 
On October 20, 2014, we filed a Current Report on Form 8-K with the Securities and Exchange Commission.  The text of such Form 8-K is attached hereto.
 
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Investing in our common stock involves a high degree of risk. In reviewing the Prospectus and this prospectus supplement, you should carefully consider the matters described under the heading “Risk Factors” beginning on page 3 of the Prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
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The date of this prospectus supplement is October 20, 2014.

 
 
 

Item 1.01                      Entry into a Material Definitive Agreement
 
On October 15, 2014, Hipcricket, Inc. (the “Company”) entered into an amendment to the Financing and Security Agreement (the “Agreement”), with Fast Pay Partners LLC (“Fast Pay”).  The amendment (“Amendment No. 2”) modifies the Agreement entered into on June 2, 2014, as amended on June 4, 2014 (“Amendment No. 1”), between the Company and Fast Pay, creating an accounts receivable-based credit facility.
 
The Agreement retains substantially the same terms as the original Financing and Security Agreement, as amended, as described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2014, except for the following:
 
(a)      The advance rate will increase to 80% of the gross value of Invoices, as defined in the Agreement.
 
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, as amended.  Copies of the Agreement and Amendment No. 1 are attached as Exhibits 10.1 and 10.2, respectively, to the Company’s Form 10-Q for the quarter ended May 31, 2014, filed with the Securities and Exchange Commission on July 11, 2014. A copy of Amendment No. 2 is attached hereto as Exhibit 10.1.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits

No.           Description                                                                                                                                

10.1
Amendment No. 2 to the Financing and Security Agreement between Hipcricket, Inc. and Fast Pay Partners LLC dated October 15, 2014.

 
 
 
 
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.
 

   
Hipcricket, Inc.
   
(Registrant)
     
Date: October 20, 2014
  
By:
/s/ Todd E. Wilson
     
Chief Executive Officer


Exhibit 10.1
 
AMENDMENT NO. 2 TO FINANCING AND SECURITY AGREEMENT
   
    This Amendment No. 2 to Financing and Security Agreement (this “Amendment”) shall be entered into on October 15, 2014, by and between HIPCRICKET, INC. (“Client”), a Delaware corporation, and FAST PAY PARTNERS LLC (“FPP”), a Delaware limited liability company.

RECITALS
 
    WHEREAS, the Client and FPP entered into that certain Financing and Security Agreement (the “FPP Factoring Agreement”) dated on or around June 2, 2014, as amended from time to time;

    WHEREAS, the Client and FPP deem it desirable and necessary to supplement and modify certain terms and provisions to the FPP Factoring Agreement by this Amendment;

    NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

    1.   All capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the FPP Factoring Agreement. This Amendment and the terms and provisions hereof, are incorporated in their entirety into both the FPP Factoring Agreement by reference.  In the event of any conflict between this Amendment and the FPP Factoring Agreement, the terms of this Amendment shall prevail.
 
    2.   Amendment to the FPP Factoring Agreement.
 
       a.   Clause (b) in the General Rates and Fees box on the first page of the FPP Factoring Agreement is hereby amended by deleting such clause and replacing it with the following:

          “(b)            Advance Rate: Eighty Percent (80%) of gross value of Invoices.”
 
    3.   Conditions Precedent to Effectiveness of this Amendment.
 
       a.   The FPP Factoring Agreement must be in effect, without termination;
 
      b.   No Default or Event of Default shall have occurred or be continuing under the FPP Factoring Agreement; and
 
       c. Client shall pay all of FPP's reasonable out-of-pocket fees and expenses in connection with this Amendment.

   4.   Sections 28, 29, and 30 of the FPP Factoring Agreement are hereby incorporated herein by reference mutatis mutandis.

 
 
 
 
    IN WITNESS WHEREOF, the parties here have executed this Amendment as of the day, month, and year first above written.
 
CLIENT: HIPCRICKET, INC.
Signature: /s/Todd E. Wilson
 
Todd E. Wilson
   
FPP: FAST PAY PARTNERS LLC
 
Signature: /s/Jed Simon
 
Jed Simon