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):  November 25, 2015
Communication Intelligence Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
000-19301
 
94-2790442
(State or other
 
(Commission File Number)
 
(I.R.S. Employer
jurisdiction of
 
 
 
Identification No.)
incorporation)
 
 
 
 
 
275 Shoreline Drive, Suite 500
Redwood Shores, CA 94065
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 



Item 1.01                          Entry into Material Definitive Agreement
Item 3.02                          Unregistered Sales of Equity Securities

On November 25, 2015, Communication Intelligence Corporation (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 approximately $1,000,000 from the Investors in exchange for the Company's issuance to each of the Investors an unsecured 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 24% per annum, and have a maturity date of August 25, 2016.  The Notes may be converted by their terms at the option of Investors into securities of the Company.

The Company may use any funds received from the Investor to make payments on the Company's existing indebtedness and accrued interest on that indebtedness, for working capital and general corporate purposes, in each case in the ordinary course of business, and to pay fees and expenses in connection with the Company's entry into the Purchase Agreement.

In addition to the foregoing, Investors who participated in the financing described above and who were holding outstanding but unexercised warrants to purchase shares of Common Stock due to expire December 31, 2016 on account of their participation in the Company's prior financing transactions also are entitled to receive warrants as a result of their participation in the financing described above.  Such warrants are to be issued promptly once the prior warrants held by such Investors expire, will have the same exercise price as the prior warrants, and will be exercisable for a period of two years from January 1, 2017 until December 31, 2018.  The Company expects to issue warrants to purchase an aggregate of 30,181,797 shares of Common Stock in connection with the financing described above.

Transactions With Related Persons

SG Phoenix LLC assisted the Company in negotiating with Michael Engmann 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.  Messrs. Sassower and Engmann are Co-Chairmen of the Board of Directors, and Mr. Goren is also a member of the Company's Board of Directors and the Company's Corporate Secretary.

Item 7.01                          Regulation FD Disclosure

On December 1, 2015, the Company issued a press release announcing the Company's closing of the financing transaction described above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01                          Financial Statements and Exhibits

(d)            Exhibits

99.1  Press Release dated December 1, 2015
 
 
 

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.
 
Communication Intelligence Corporation
December 1, 2015
 
 
By:
/s/ Craig Hutchison
 
 
 
 
 
 
Craig Hutchison
 
 
Vice President and Assistant Treasurer
 


Exhibit Index
 
 
 
Exhibit
 
Description
99.1
 
Press Release dated December 1, 2015







FOR IMMEDIATE RELEASE


CIC COMPLETES LOAN FINANCING


REDWOOD SHORES, CA, December 1, 2015 – Communication Intelligence Corporation ("CIC") (OTCQB: CICI), a leading supplier of electronic signature and other software solutions enabling secure and cost-effective management of document-based digital transactions, today announced that it had closed a new round of funding in a private placement.

"This additional injection of capital shows investors' ongoing commitment to CIC and their optimistic view that the company will be able to successfully execute its business plan," said Philip Sassower, co-chairman and CEO for CIC. "One of our broader strategic objectives is to improve CIC's ability to raise capital with which to grow our business. This is especially important given the strengthening of the electronic signature and digital transaction management sector, and the progress being made by CIC in a number of important initiatives, including our relationship with Cegedim SA in Europe."

In the transaction, which closed on November 25, 2015, CIC issued unsecured convertible promissory notes in the aggregate principal amount of $1 million.

Additional information on this funding round is available in CIC's Current Report on Form 8‐K that will be filed today with Securities and Exchange Commission, and will be made available at www.sec.gov.

This press release does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.


ABOUT CIC
CIC is a leading provider of digital transaction management (DTM) software enabling fully digital (paperless) business processes. CIC'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. CIC's platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models. CIC is headquartered in Silicon Valley. For more information, please visit our website at www.cic.com. CIC's logo is a trademark of CIC.



FORWARD LOOKING STATEMENTS
Certain statements contained in this press release, 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 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 the following (1) technological, engineering, quality control or other circumstances which could delay the sale or shipment of products containing the Company's technology; (2) economic, business, market and competitive conditions in the software industry and technological innovations which could affect customer purchases of the Company's solutions; (3) the Company's inability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others or prevent others from infringing on the proprietary rights of the Company; and (4) general economic and business conditions and the availability of sufficient financing.

Contact Information:

CIC
Investor Relations and Media Inquiries:
Andrea Goren
+1.650.802.7723
agoren@cic.com

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