Quarterly Report (10-q)

Date : 08/14/2019 @ 4:36PM
Source : Edgar (US Regulatory)
Stock : Isign Solutions Inc. (PC) (ISGN)
Quote : 0.425  0.0 (0.00%) @ 3:25PM

Quarterly Report (10-q)

 

 

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, 2019

 

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.)

 

2033 Gateway Place, Suite 659, 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☐ Accelerated filer  ☐
Non-accelerated filer  ☐ Smaller reporting company  ☒
  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.

 

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

 

Yes ☐   No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

 

Number of shares outstanding of the issuer’s Common Stock, as of August 14, 2019: 5,761,980

 

 

 

 

 

INDEX

 

  Page No.
PART I. FINANCIAL INFORMATION  
Item 1. Financial Statements  
  Condensed Consolidated Balance Sheets at June 30, 2019 (unaudited) and December 31, 2018 1
  Condensed Consolidated Statements of Operations for the Three and Six-Month Periods Ended June 30, 2019 and 2018 (unaudited) 2
  Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six-Month Periods Ended June 30, 2019 and 2018 (unaudited) 3
  Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2019 (unaudited) and 2018 (unaudited) 4
  Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
PART II. OTHER INFORMATION  
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sale of Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Mine Safety Disclosures 17
Item 5. Other Information 17
Item 6. Exhibits 17
  (a) Exhibits 17
Signatures 21

 

i

 

 

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,  
    2019     2018  
    Unaudited        
Assets            
Current assets:                
Cash and cash equivalents   $ 278     $ 335  
Accounts receivable, net of allowance of $0 at June 30, 2019 and $1 at December 31, 2018, respectively     47       84  
Prepaid expenses and other current assets     33       46  
Total current assets     358       465  
Property and equipment, net     3       2  
Other assets     5       5  
Total assets   $ 366     $ 472  
                 
Liabilities and Stockholders’ Deficit                
Current liabilities:                
Accounts payable   $ 1,267     $ 1,280  
Short-term debt     2,230       2,210  
Accrued compensation     75       81  
Other accrued liabilities     665       524  
Deferred revenue     426       281  
Total current liabilities     4,663       4,376  
Deferred revenue long-term    

      36  
Other long-term liabilities     741       665  
Total liabilities     5,404       5,077  
Commitments and contingencies                
Stockholders’ equity (deficit):                
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively     58       58  
Treasury shares, 5 at June 30, 2019 and December 31, 2018, respectively     (325 )     (325 )
Additional paid-in capital     129,358       129,251  
Accumulated deficit     (134,129 )     (133,589 )
Total stockholders’ deficit     (5,038 )     (4,605 )
Total liabilities and stockholders’ deficit   $ 366     $ 472  

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

- 1 -

 

 

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,  
    2019     2018     2019     2018  
Revenue:                        
Product   $ 41     $ 34     $ 81     $ 73  
Maintenance     186       192       344       367  
Total revenue     227       226       425       440  
                                 
Operating costs and expenses:                                
Cost of sales:                                
Product     1       2       2       5  
Maintenance     17       11       33       19  
Research and development     181       238       352       466  
Sales and marketing     27       42       53       61  
General and administrative     190       153       395       328  
Total operating costs and expenses     416       446       835       879  
                                 
Loss from operations     (189 )     (220 )     (410 )     (439 )
                                 
Other income (expense), net     15       (44 )     14       (44 )
Interest expense:                                
Related party     (14 )     (8 )     (27 )     (16 )
Other     (49 )     (34 )     (96 )     (64 )
Amortization of debt discount:                                
Related party     (3 )     (8 )     (6 )     (14 )
Other     (7 )     (20 )     (14 )     (38 )
Loss before income tax expense     (247 )     (334 )     (539 )     (615 )
                                 
Income tax expense     (1 )           (1 )     (2 )
Net loss   $ (248 )   $ (334 )   $ (540 )   $ (617 )
Basic and diluted net loss per common share   $ (0.04 )   $ (0.06 )   $ (0.09 )   $ (0.11 )
Weighted average common shares outstanding, basic and diluted     5,762       5,762       5,762       5,762  

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

- 2 -

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands)

 

    Common Stock     Treasury Stock     Additional
Paid-in
    Accumulated     Total
Stockholders’
 
    Shares     Amount     Shares     Amount     Capital     Deficit     Equity  
Balance January 1, 2019     5,760     $ 58       5     $ (325 )   $ 129,251     $ (133,589 )   $ (4,605 )
Stock-based compensation                             107             107  
Net loss                                   (540 )     (540 )
Balance, June 30, 2019     5,760     $ 58       5     $ (325 )   $ 129,358     $ (134,129 )   $ (5,038 )
                                                         
    Common Stock     Treasury Stock     Additional
Paid-in
    Accumulated     Total
Stockholders’
 
    Shares     Amount     Shares     Amount     Capital     Deficit     Equity  
Balance January 1, 2018     5,760     $ 58       5     $ (325 )   $ 129,027     $ (132,562 )   $ (3,802 )
Stock-based compensation                             75             75  
Net loss                                   (617 )     (617 )
Balance, June 30, 2018     5,760     $ 58       5       (325 )   $ 129,102     $ (133,179 )   $ (4,344 )

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

- 3 -

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

   

Six Months Ended
June 30,

 
    2019     2018  
Cash flows from operating activities:            
Net loss   $ (540 )   $ (617 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization     2       4  
Debt discount amortization     20       52  
Loss on disposal of fixed assets     -       7  
Stock-based compensation     107       75  
Changes in operating assets and liabilities:                
Accounts receivable, net     37       (17 )
Prepaid expenses and other assets     13       22  
Accounts payable     (13 )     11  
Accrued compensation     (6 )     (53 )
Other accrued and long-term liabilities     217       220  
Deferred revenue     109       46  
Net cash used in operating  activities     (54 )     (250 )
                 
Cash flows from investing activities:                
Acquisition of property and equipment     (3 )      
Net cash used in investing  activities     (3 )      
                 
Cash flows from financing activities:                
Proceeds from the issuance of short-term debt           115  
Payments on short-term debt    

      (40 )
Net cash provided by financing activities           75  
                 
Net decrease in cash and cash equivalents     (57 )     (175 )
Cash and cash equivalents at beginning of period     335       285  
Cash and cash equivalents at end of period   $ 278     $ 110  

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

- 4 -

 

 

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

(In thousands)

 

   

Six Months Ended
June 30,

 
    2019     2018  
Supplementary disclosure of cash flow information            
Interest paid   $     −     $ 2  
Income taxes paid   $ 1     $ 2  
                 
Non-cash financing and investing transactions:                
Original issue discount on secured convertible promissory notes   $

    $ 8  

 

See accompanying notes to these Condensed Consolidated Financial Statements

 

- 5 -

 

 

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, 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, 2018.

 

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, 2019, the Company’s accumulated deficit was $134,129. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2019, the Company’s cash balance was $278. 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.

 

- 6 -

 

 

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 (continued)

 

Accounting Standards Update No. 2019-01, Leases (Topic 842), Codification Improvements. The amendments in this Update include the following items: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; (2) presentation on the statement of cash flows—sales-type and direct financing leases; and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The amendments in ASU 2019-01 for Issue 1 affect all lessors that are not manufacturers or dealers (generally financial institutions and captive finance companies); for Issue 2, all lessors that are depository and lending entities within the scope of Topic 942; for Issue 3, all entities that are lessees or lessors. The effective date of the amendments in ASU 2019-01 are for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

 

The Company adopted ASU 2019-01 effective January 1, 2019. The adoption of ASU 2019-01 had no impact on the Company’s financial statements.

 

Other Accounting Standards Updates issued in 2019 are not currently applicable to the Company, therefore implementation would not be 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,
 
    2019     2018     2019     2018     2019     2018  
Customer #1     70 %     77 %     17 %     11 %     16 %     11 %
Customer #2                 10 %     10 %     11 %     12 %
Customer #3    

            33 %     25 %     29 %     23 %
Customer #4    

     

      15 %     16 %     16 %     16 %
Customer #5     21 %     15 %                        
Customer #6                                   10 %
Total concentration     91 %     92 %     75 %     62 %     72 %     72 %

 

3. 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 following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the inclusion of shares from the assumed exercise of such options and warrants would be anti-dilutive

 

    For the Three Months Ended     For the Six Months Ended  
    June 30,
2019
    June 30,
2018
    June 30,
2019
    June 30,
2018
 
                         
Stock options     1,077       726       1,077       726  
Warrants     2,812       1,839       2,812       1,839  

 

- 7 -

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

4. Debt

 

Advances:

 

In April, May, and June 2018, the Company received, from investors, advances aggregating $115 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 $40 of the advances were repaid in May 2018, along with $2 in advance fees per the agreement. The advance fees were recorded as interest expense in the quarter ended June 30, 2018. The remaining $75 advances were converted into secured convertible notes in August 2018.

 

Notes payable:

 

In August 2018, the Company issued secured convertible promissory notes to investors and affiliates of the Company aggregating $341, of which $205 was paid in cash, $75 was exchanged for the remaining advances described above and $61 was in the form of an Original Issue Discount (“OID”) on these amounts. 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, 2019 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.

 

In December 2018, the Company issued short-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $346 in cash. The short-term 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 debt and/or equity financing of at least $1,000 in aggregate proceeds. The notes bear interest at the rate of 10% per annum and are due December 31, 2019.

 

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

 

In June 2019, one noteholder sold its unsecured note in the amount of $400 plus accrued interest of $72 to six current investors, one of which is a related party. The new notes bear interest at the rate of 10% per annum and are due December 31, 2019.

 

During the three and six months ended June 30, 2019, the Company accrued $63 and $123 of interest expense, $54 and $107, respectfully, was associated with the notes, of which $14 and $27 was to related parties and $49 and $96 was to other investors. For the three and six months ended June 30, 2018, the Company accrued $42 and $80 of interest expense, $34 and $66 associated with the notes, of which $8 and $16, respectfully, was to related parties and $34 and $64 was to other investors.

 

- 8 -

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

4. Debt (continued)

 

For the three and six months ended June 30, 2019, the Company recorded $10 and $20 in debt discount amortization, respectively. For the three and six months ended June 30, 2018, the Company recorded $28 and $52 in debt discount amortization, respectively.

 

5. Stockholders’ 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, 2019 and 2018, was approximately 13.4% and 5.91%, 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.

 

There were 40 stock options granted, and no stock options exercised during the three and six months ended June 30, 2019.

 

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,
 
    2019     2018     2019     2018  
Research and development   $ 8     $ 23     $ 17     $ 54  
General and administrative   $ 32     $ 1     $ 73     $ 14  
Director and consultant options   $ 8     $ 2     $ 17     $ 7  
Total stock-based compensation expense   $ 48     $ 26     $ 107     $ 75  

 

- 9 -

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

6. Stockholders’ Equity (Deficit) (continued)

 

A summary of option activity under the Company’s plans for the six months ended June 30, 2019 and 2018 is as follows:

 

    2019     2018  
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,     1,037     $ 1.65           $       736     $ 3.65             $  −  
Granted     40     $ 0.50      

    $           $             $

 
Forfeited or expired         $      

    $       (10 )   $ 79.80             $

 
Outstanding at June 30     1,077     $ 1.61       5.50     $       726     $ 2.56       5.94     $

 
Vested and expected to vest at June 30     1,070     $ 1.61       5.50     $       696     $ 2.69       5.93     $

 
Exercisable at June 30     489     $ 2.77       5.16     $

      213     $ 7.50       5.32     $

 

 

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2019:

 

    Options Outstanding     Options Exercisable  
Range of Exercise Prices   Number Outstanding     Weighted
Average
Remaining Contractual Term
(in years)
    Weighted
Average
Exercise Price
per share
    Number
Outstanding
    Weighted
Average
Exercise Price
per Share
 
$0.01 – $0.50     655       5.27     $ 0.50       361     $ 0.50  
$0.51 – $625.00     422       5.85     $ 3.33       128     $ 9.20  
Total     1,077       5.50     $ 1.61       489     $ 2.77  

 

A summary of the status of the Company’s non-vested shares as of June 30, 2019 is as follows:

 

Non-vested Shares   Shares     Weighted Average
Grant-Date
Fair Value
per share
 
Non-vested at January 1, 2019     718     $ 0.54  
Granted     40     $ 0.50  
Vested     (170 )   $ 0.63  
Non-vested at June 30, 2019     588     $ 0.64  

 

As of June 30, 2019, there was a total of $149 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 2.12 years.

- 10 -

 

 

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

 

6. Stockholders’ Equity (Deficit) (continued)

 

Warrants

 

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

 

    2019     2018  
    Shares     Weighted
Average
Exercise Price
Per Share
    Shares     Weighted
Average
Exercise Price
Per Share
 
Outstanding at beginning of period     1,828     $ 2.08       1,878     $ 2.46  
Issued     985     $ 0.50      

    $  
Expired    

    $

      (39 )   $ 15.63  
Outstanding at end of period     2,813     $ 1.53       1,839     $ 1.58  
Exercisable at end of period     2,813     $ 1.53       1,839     $ 1.58  

 

A summary of the status of the warrants outstanding and exercisable as of June 30, 2019 is as follows:

 

Number of Warrants   Weighted
Average
Remaining
Life (years)
    Weighted
Average
Exercise Price
per share
 
             
1,550     1.91     $ 2.18  
278     0.26     $ 1.63  
985     2.64     $ 0.50  
2,813     2.00     $ 1.53  

 

- 11 -

 

 

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, 2018, 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, 2018.

 

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 software 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, 2018, net losses aggregated approximately $2,974, and, at June 30, 2018, the Company’s accumulated deficit was approximately $134,129.

 

For the three months ended June 30, 2019, total revenue was $227, an increase of $1, or 0.4%, compared to total revenue of $226 in the prior year period. For the six months ended June 30, 2019, total revenue was $425, a decrease of $15, or 3%, compared to total revenue of $440 in the prior year period. The change in revenue for the six months ended June 30, 2019 is due primarily to a decrease in maintenance revenue of $23, or 6%, compared to the prior year period, offset by an increase of $8, or 11%, in product sales.

 

The net loss for the three months ended June 30, 2019 was $248, a decrease of $86, or 26%, compared to a net loss of $334 in the prior year period. The three month loss from operations decreased $31, or 14%, to $189 compared to $220 in the prior year period. The decrease was due to a net decrease in overhead expenses. For the six months ended June 30, 2019 the net loss was $540, a decrease of $77, or 12%, compared to a net loss of $617 in the prior year period. The six month loss from operations decreased $29, or 7%, to $410 compared to $439 in the prior year period. These decreases were due to the same factor discussed for the three month period above.

- 12 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

In June 2019, one noteholder sold its unsecured note in the amount of $400 plus accrued interest of $72 to six current investors, one of which is a related party. The new notes bear interest at the rate of 10% per annum and are due December 31, 2019.

 

Critical Accounting Policies and Estimates

 

Refer to Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2018 Form 10-K.

 

Effect of Recent Accounting Pronouncements

 

Accounting Standards Updates issued in 2019 are being evaluated by the Company, however, implementation 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, 2019, product revenue was $41, an increase of $7, or 21%, compared to product revenue of $34 in the prior year period. The increase in revenue is primarily attributable to increases in transactional revenue compared to the prior year period. For the three months ended June 30, 2019, maintenance revenue was $186, a decrease of $6, or 3%, compared to maintenance revenue of $192 in the prior year period. The decrease is primarily due to a decrease in net maintenance fee renewals in the first calendar quarter of 2019.

 

For the six months ended June 30, 2019, product revenue was $81, an increase of $8, or 11%, compared to product revenue of $73 in the prior year period. The increase in product revenue is primarily due to the same factors for the three-month period discussed above. For the six months ended June 30, 2019, maintenance revenue was $344, a decrease of $23, or 6%, compared to maintenance revenue of $367 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, 2019, cost of sales was $18, an increase of $5, or 38%, compared to cost of sales of $13 in the prior year period. The increase in cost of sales was due to an increase in direct labor related to transactional and maintenance revenue generating contracts during the three months ended June 30, 2019, compared to the prior year period.

 

For the six months ended June 30, 2019, cost of sales was $35, an increase of $11, or 46%, compared to cost of sales of $24 in the prior year period. The increase in cost of sales was due to an increase in direct labor related to transactional and maintenance revenue generating contracts, compared to the prior year period.

 

Operating expenses

 

Research and Development Expenses

 

For the three months ended June 30, 2019, research and development expense was $181, a decrease of $57, or 24%, compared to research and development expense of $238 in the prior year period. Research and development expenses consist primarily of salaries and related costs, outside engineering, maintenance items, and allocated facilities expenses. Total salaries and related costs decreased $15, or 9%, due to the reduction of one engineer in the fourth quarter of 2018. Other general expenses decreased $37, or 37%, due to reductions in professional services and facilities costs compared to the prior year. The reductions in salary and overhead expenses were enhanced by an increase of $5 in allocated labor costs. Total expenses, before allocations for the three months ended June 30, 2019, were $202, a decrease of $52, or 20%, compared to $254 in the prior year period. The decrease in gross expenses is primarily due to the factors discussed above and planned cost reductions put in place during the prior year.

 

- 13 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

For the six months ended June 30, 2019, research and development expense was $352, a decrease of $114, or 24%, compared to research and development expense of $466 in the prior year period. Total expenses, before allocations to cost of sales, for the six months ended June 30, 2019, were $394, a decrease of $107, or 21%, compared to $501 in the prior year period. The reasons for these decreases during the six-month period ended June 30, 2019 are the same as for the three-month period discussed above.

 

Sales and Marketing Expense

 

For the three months ended June 30, 2019, sales and marketing expense was $27, a decrease of $15, or 36%, compared to sales and marketing expense of $42 in the prior year period. For the six months ended June 30, 2019, sales and marketing expense was $53, a decrease of $8, or 13%, compared to sales and marketing expense of $61 in the prior year period. These decreases were primarily attributable to reductions in professional services and allocated expenses.

 

General and Administrative Expense

 

For the three months ended June 30, 2019, general and administrative expense was $190, an increase of $37, or 24%, compared to general and administrative expense of $153 in the prior year period. The increase was primarily due to an increase in stock option compensation of $31 or 3067%. Other general administrative expenses increased $6, or 4%, compared to the prior year period.

 

For the six months ended June 30, 2019, general and administrative expense was $395, an increase of $67, or 20%, compared to general and administrative expense of $328 in the prior year period. The increase was primarily due to the same factors discussed for the three-month period ended June 30, 2018.

 

Other Income and Expense

 

For the three and six months ended June 30, 2019, other income was $15 and $14, respectively, an increase of $59 and $58, respectively, compared to other expense of $44 for the three and six months ended June 30, 2018. The change in other income and expense is due primarily to the collection in 2019 of $13 of accounts receivable written off in the prior year, and other expenses in the prior year related to a $37 termination fee for the early cancelation of an office lease and $7 disposal of certain fixed assets.

 

For the three months ended June 30, 2019, interest expense was $63, an increase of $21, or 50% compared to interest expense of $42 in the prior year period. For the six months ended June 30, 2019, interest expense was $123, an increase of $43, or 54%, compared to interest expense of $80 in the prior year period. The increase in interest expense is primarily due to the increase in the amount of debt outstanding for the six months ended June 30, 2019 compared to the prior year period.

 

Amortization of debt discount was $10 and $20 for the three and six month periods ended June 30, 2019 compared to $28 and $52 in the same periods of the prior year, respectively. The decrease was due to the extension of the maturity date of the Company’s debt to December 31, 2019.

 

Liquidity and Capital Resources

 

At June 30, 2019, cash and cash equivalents totaled $278, compared to cash and cash equivalents of $335 at December 31, 2018. The decrease in cash was due to net cash used in operating activities of $54 and cash used in investing activities of $3 for the six month period ended June 30, 2019. At June 30, 2019, total current assets were $358, compared to total current assets of $465 at December 31, 2018. At June 30, 2019, the Company’s principal sources of funds included its aggregated cash and cash equivalents of $278.

 

- 14 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

At June 30, 2019, accounts receivable net, was $47, a decrease of $37, or 44%, compared to accounts receivable net of $84 at December 31, 2018. The decrease is due primarily to faster collections and the timing of billings during the six months ended June 30, 2019.

 

At June 30, 2019, prepaid expenses and other current assets were $33, a decrease of $13, or 28%, compared to prepaid expenses and other current assets of $46 at December 31, 2018. The decrease is due primarily to the expensing of prepaid insurance premiums and minimizing the dollar amount of new prepaid expenses incurred during the six-month period. At June 30, 2019, total current liabilities were $4,663, an increase of $287, or 7%, compared to total current liabilities of $4,376 at December 31, 2018. At June 30, 2019, accounts payable was $1,267, a decrease of $13, or 1%, compared to accounts payable of $1,280 at December 31, 2018. At June 30, 2019, accrued compensation was $75, a decrease of $6, or 7%, compared to accrued compensation of $81 at December 31, 2018. The decreases are due primarily to cost saving measures put in place by the Company. Other accrued liabilities were $665, an increase of $141, or 27%, from $524 at December 31, 2018 primarily due to the accrual of additional interest expense on the Company’s debt and certain franchise taxes.

 

At June 30, 2019, current deferred revenue was $426, an increase of $145, or 52%, compared to current deferred revenue of $281 at December 31, 2018. 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.

 

In June 2019, one noteholder sold its unsecured note in the amount of $400 plus accrued interest of $72 to six current investors, one of which is a related party. The new notes bear interest at the rate of 10% per annum and are due December 31, 2019.

 

The Company recorded $10 and $28 in debt discount amortization for the three and six months ended June 30, 2019, respectively, related to the 2016 debt financings.

 

The Company incurred $63 and $123, respectively, of interest expense for the three and six months ended June 30, 2019, none of which was paid in cash.

 

The Company had no material commitments as of June 30, 2019.

 

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.

 

- 15 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

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, 2019.

 

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, 2019 and 2018, foreign currency translation gains and losses were insignificant.

 

Item 4. Controls and Procedures .

 

Disclosure Controls and Procedures

 

The Company carried out an evaluation as of the end of the period covered by this report, 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 and because of the material weaknesses in our internal control over financial reporting described below, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) 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.

 

Management identified the following control deficiencies that constitute material weaknesses that are not fully remediated as of the filing date of this report:

 

As a small company with limited resources that are mainly focused on the development and sales of software products and services, iSign does not employ a sufficient number of staff in its finance department to possess an optimal segregation of duties or to provide optimal levels of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of personnel in its finance department.

 

The Company does not expect that its disclosure controls and procedures will prevent all error and all 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, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

- 16 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

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.

 

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).
3.5   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 20, 2007.

 

- 17 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit

Number

  Document
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.
3.13   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.
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.

 

- 18 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit

Number

  Document
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.
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.

 

- 19 -

 

 

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

 

Exhibit

Number

  Document
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.
10.72   Note and Warrant Purchase Agreement dated November 3, 2016, incorporated herein by reference to Exhibit 10.72 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.73   Form of Unsecured Convertible Promissory Note dated November 3, 2016, incorporated herein by reference to Exhibit 10.73 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.74   Note Purchase Agreement dated May 23, 2017, incorporated herein by reference to Exhibit 10.74 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.75   Form of Secured Convertible Promissory Note dated May 23, 2017, incorporated herein by reference to Exhibit 10.75 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
*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
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.

 

- 20 -

 

 

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, 2019   /s/ Andrea Goren
Date   Andrea Goren
    (Principal Financial Officer and Officer Duly
Authorized to Sign on Behalf of the Registrant)

 

 

- 21 -

 

 

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