Current Report Filing (8-k)
27 Avril 2022 - 11:10PM
Edgar (US Regulatory)
0000727634
false
0000727634
2022-04-20
2022-04-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 20, 2022
iSign
Solutions Inc.
(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 incorporation) |
|
|
|
Identification
No.) |
2033
Gateway Place, Suite 659
San
Jose, CA 95110
(Address
of principal executive offices)
(650)
802-7888
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
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)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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.
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
| Item
1.01 | Entry
into Material Definitive Agreement |
| Item
3.02 | Unregistered
Sales of Equity Securities |
On
April 20, 2022, iSign Solutions Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”)
with certain investors (each an “Investor,” and, collectively, the “Investors”). Under the terms of the Purchase
Agreement, the Company received loans for cash in the aggregate amount of $125,000 (the “Loans”) from the Investors in exchange
for the Company’s issuance to each of the Investors of an unsecured convertible promissory note equal to the amount of such Investor’s
loan contribution to the Company (each a “Note,” and, collectively, the “Notes”). The Notes bear interest at
the rate of 10% per annum and have a maturity date of December 31, 2022. The Notes may be converted by their terms at the option of Investors
into shares of the Company’s common stock.
The
Company may use any funds received from the Investors for working capital and general corporate purposes, in the ordinary course of business,
and to pay fees and expenses in connection with the Company’s entry into the Purchase Agreement.
Transactions
With Related Persons
SG
Phoenix LLC assisted the Company in negotiating with Investors the term sheet for the transaction described above, the terms of which
were approved by a Special Committee of the Board of Directors comprised of disinterested directors, as well as the entire Board of Directors.
SG Phoenix LLC is the management company of Phoenix Venture Fund LLC, the Company’s largest stockholder, which has participated
in several of the Company’s previous financing transactions. Philip Sassower and Andrea Goren are the co-managers of SG Phoenix
LLC, and Mr. Sassower is also the Company’s Chief Executive Officer. Michael Engmann, the Company’s President and Chief Financial
Officer, participated as an Investor in the above-described financing. 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.
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.
|
iSign
Solutions Inc. |
April
27, 2022 |
|
|
By: |
/s/
Mike Engmann |
|
|
|
Mike
Engmann |
|
|
Chief
Financial Officer |
2
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