X
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
94-2790442
|
|||
(State or other jurisdiction of
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(I.R.S. Employer
|
|||
incorporation or organization)
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Identification No.)
|
|
Registrant's telephone number, including area code
|
Yes
|
X
|
No
|
Yes
|
No
|
large accelerated filer
|
accelerated filer
|
non-accelerated filer
|
X
|
Smaller reporting Company
|
Yes
|
No
|
X
|
Page No.
|
|
PART I. FINANCIAL INFORMATION
|
|
Item 1.
Financial Statements
|
|
Condensed Consolidated Balance Sheets at June 30, 2013 (unaudited) and
December 31, 2012
|
3
|
Condensed Consolidated Statements of Operations for the Three and Six-Month
Periods Ended June 30, 2013 and 2012 (unaudited)
|
4
|
Condensed Consolidated Statements of Cash Flows for the Six-Month Periods
Ended June 30, 2013 and 2012 (unaudited)
|
6
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
8
|
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
18
|
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
|
22
|
Item 4.
Controls and Procedures
|
23
|
PART II. OTHER INFORMATION
|
|
Item 1.
Legal Proceedings
|
23
|
Item 1A.
Risk Factors
|
23
|
Item 2.
Unregistered Sale of Securities and Use of Proceeds
|
23
|
Item 3.
Defaults Upon Senior Securities
|
23
|
Item 4.
Mine Safety Disclosures
|
24
|
Item 5.
Other Information
|
24
|
Item 6.
Exhibits
|
|
(a) Exhibits
|
24 |
Signatures
|
27
|
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Assets
|
Unaudited
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 406 | $ | 486 | ||||
Accounts receivable, net of allowance of $28 at June 30, 2013 and $27 at December 31, 2012
|
161 | 701 | ||||||
Prepaid expenses and other current assets
|
22 | 73 | ||||||
Total current assets
|
589 | 1,260 | ||||||
Property and equipment, net
|
24 | 28 | ||||||
Patents, net
|
1,472 | 1,655 | ||||||
Other assets
|
29 | 29 | ||||||
Total assets
|
$ | 2,114 | $ | 2,972 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
203 | 75 | ||||||
Accrued compensation
|
253 | 289 | ||||||
Other accrued liabilities
|
169 | 150 | ||||||
Deferred revenue
|
545 | 569 | ||||||
Total current liabilities
|
1,170 | 1,083 | ||||||
Deferred revenue long-term
|
144 | 249 | ||||||
Deferred rent
|
106 | 125 | ||||||
Derivative liability
|
63 | 128 | ||||||
Total liabilities
|
1,483 | 1,585 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Series A-1 Preferred Stock, $.01 par value; 2,000 shares authorized; 991 and 953 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, ($991 liquidation preference at June 30, 2013)
|
991 | 953 | ||||||
Series B Preferred Stock, $.01 par value; 14,000 shares authorized; 10,564 and10,058 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, ($15,846 liquidation preference at June 30, 2013)
|
8,693 | 8,188 | ||||||
Series C Preferred Stock, $.01 par value; 4,100 shares authorized; 4,385 and 4,175 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, ($6,577 liquidation preference at June 30, 2013)
|
4,836 | 4,754 | ||||||
Series D-1 Preferred Stock, $.01 par value; 3,000 shares authorized; 1,413 and 1,124 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, ($1,413 liquidation preference at June 30, 2013)
|
2,570 | 2,158 | ||||||
Series D-2 Preferred Stock, $.01 par value; 8,000 shares authorized; 4,400 and 3,302 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively, ($4,400 liquidation preference at June 30, 2013)
|
4,171 | 3,073 | ||||||
Common Stock, $.01 par value; 1,500,000 shares authorized; 232,324 issued, 225,824 outstanding at June 30, 2013 and 231,023 shares issued and 224,523 shares outstanding at December 31, 2012
|
2,322 | 2,309 | ||||||
Treasury shares, 6,500 shares at June 30, 2013 and December 31, 2012, respectively
|
(325 | ) | (325 | ) | ||||
Additional paid in capital
|
94,722 | 95,262 | ||||||
Accumulated deficit
|
(116,798 | ) | (114,420 | ) | ||||
Accumulated other comprehensive loss
|
(15 | ) | (29 | ) | ||||
Total CIC stockholders' equity
|
1,167 | 1,923 | ||||||
Non-Controlling interest
|
(536 | ) | (536 | ) | ||||
Total Stockholders’ equity
|
631 | 1,387 | ||||||
Total liabilities and stockholders' equity
|
$ | 2,114 | $ | 2,972 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenue:
|
||||||||||||||||
Product
|
$ | 93 | $ | 364 | $ | 164 | $ | 876 | ||||||||
Maintenance
|
170 | 161 | 334 | 315 | ||||||||||||
Total Revenue
|
263 | 525 | 498 | 1,191 | ||||||||||||
Operating costs and expenses:
|
||||||||||||||||
Cost of sales:
|
||||||||||||||||
Product
|
5 | 155 | 9 | 222 | ||||||||||||
Maintenance
|
76 | 16 | 150 | 38 | ||||||||||||
Research and development
|
580 | 333 | 1,092 | 805 | ||||||||||||
Sales and marketing
|
284 | 343 | 594 | 730 | ||||||||||||
General and administrative
|
496 | 472 | 1,092 | 963 | ||||||||||||
Total operating costs and expenses
|
1,441 | 1,319 | 2,937 | 2,758 | ||||||||||||
Loss from operations
|
(1,178 | ) | (794 | ) | (2,439 | ) | (1,567 | ) | ||||||||
Other expense, net
|
(1 | ) | (2 | ) | (1 | ) | (6 | ) | ||||||||
Interest expense:
|
||||||||||||||||
Related party
|
(3 | ) | (31 | ) | (3 | ) | (58 | ) | ||||||||
Other
|
─
|
(20 | ) |
─
|
(23 | ) | ||||||||||
Amortization of loan discount and deferred financing:
|
||||||||||||||||
Related party
|
─
|
(4 | ) |
─
|
(8 | ) | ||||||||||
Other
|
─
|
(8 | ) |
─
|
(9 | ) | ||||||||||
Gain on derivative liability
|
1 | 113 | 65 | 106 | ||||||||||||
Net loss
|
(1,181 | ) | (746 | ) | (2,378 | ) | (1,565 | ) | ||||||||
Accretion of beneficial conversion feature, Preferred shares:
|
||||||||||||||||
Related party
|
(107 | ) | (96 | ) | (140 | ) | (674 | ) | ||||||||
Other
|
(159 | ) | (62 | ) | (181 | ) | (141 | ) | ||||||||
Preferred stock dividends:
|
||||||||||||||||
Related party
|
(208 | ) | (144 | ) | (437 | ) | (213 | ) | ||||||||
Other
|
(195 | ) | (47 | ) | (389 | ) | (70 | ) | ||||||||
Income tax
|
─
|
─
|
─
|
─
|
||||||||||||
Net loss before controlling interest
|
(1,850 | ) | (1,095 | ) | (3,525 | ) | (2,663 | ) | ||||||||
Net loss attributable to non-controlling interest
|
─
|
─
|
─
|
─
|
||||||||||||
Net loss attributable to common
stockholders
|
$ | (1,850 | ) | $ | (1,095 | ) | $ | (3,525 | ) | $ | (2,663 | ) | ||||
Basic and diluted loss per common share
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | ||||
Weighted average common shares outstanding, basic and diluted
|
225,824 | 222,474 | 225,803 | 222,260 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Net loss:
|
$ | (1,181 | ) | $ | (746 | ) | $ | (2,378 | ) | $ | (1,565 | ) | ||||
Other comprehensive loss, net of tax:
|
||||||||||||||||
Foreign currency translation adjustment
|
─
|
6 | 14 | 4 | ||||||||||||
Total comprehensive loss
|
$ | (1,181 | ) | (740 | ) | $ | (2,364 | ) | $ | (1,561 | ) | |||||
Six Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (2,378 | ) | $ | (1,565 | ) | ||
Adjustments to reconcile net loss to net cash
used for operating activities:
|
||||||||
Depreciation and amortization
|
191 | 271 | ||||||
Amortization of debt discount and deferred financing costs
|
─
|
18 | ||||||
Stock-based employee compensation
|
429 | 267 | ||||||
Restricted stock expense
|
─
|
3 | ||||||
Series C Preferred Shares issued in settlement of indemnity claim
|
─
|
417 | ||||||
Common Stock received as settlement of 16b claim
|
─
|
(325 | ) | |||||
Warrants issued for services
|
─
|
3 | ||||||
Gain on derivative liability
|
(65 | ) | (106 | ) | ||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
540 | (39 | ) | |||||
Prepaid expenses and other assets
|
51 | (4 | ) | |||||
Accounts payable
|
128 | (20 | ) | |||||
Accrued compensation
|
(36 | ) | 30 | |||||
Other accrued liabilities
|
16 | (80 | ) | |||||
Deferred revenue
|
(130 | ) | (21 | ) | ||||
Net cash used for operating activities
|
(1,254 | ) | (1,151 | ) | ||||
Cash flows from investing activities:
Acquisition of property and equipment
|
(5 | ) | (3 | ) | ||||
Net cash used for investing activities
|
(5 | ) | (3 | ) | ||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of short-term debt
|
250 | 1,125 | ||||||
Proceeds from exercise of warrants for cash
|
29 | 213 | ||||||
Proceeds from exercise of stock options
|
─
|
10 | ||||||
Proceeds from Issuance of Series D-1 Preferred shares
|
230 | − | ||||||
Proceeds from issuance of Series D-2 Preferred shares
|
920 | − | ||||||
Payments on short term debt
|
(250 | ) | − | |||||
Net cash provided by financing activities
|
1,179 | 1,348 | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
− | − | ||||||
Net (decrease) increase in cash and cash equivalents
|
(80 | ) | 194 | |||||
Cash and cash equivalents at beginning of period
|
486 | 307 | ||||||
Cash and cash equivalents at end of period
|
$ | 406 | $ | 501 |
Six Months Ended
June 30,
|
||||||||
2013
|
2012
|
|||||||
Supplementary disclosure of cash flow information
|
||||||||
Interest paid
|
$ | 2 | $ | − | ||||
Income tax paid
|
$ | − | $ | − | ||||
Non-cash financing and investing transactions
|
||||||||
Dividends on preferred shares
|
$ | 826 | $ | 283 | ||||
Accretion of beneficial conversion feature on preferred
shares
|
$ | 321 | $ | 815 | ||||
Cashless exercise of warrants
|
$ |
─
|
$ | 202 | ||||
Conversion of Series B Preferred Stock into Common Stock
|
$ |
─
|
$ | 140 | ||||
Conversion of Series C Preferred Stock into Common Stock
|
$ |
─
|
$ | 39 |
1.
|
Nature of business and summary of significant accounting policies
|
1.
|
Nature of business and summary of significant accounting policies
|
1.
|
Nature of business and summary of significant accounting policies
|
3.
|
Patents
|
June 30, 2013
|
December 31, 2012
|
|||||||||||||||
Carrying Amount
|
Accumulated Amortization
|
Carrying Amount
|
Accumulative Amortization
|
|||||||||||||
Amortizable intangible assets:
|
||||||||||||||||
Patents
|
$ | 6,746 | $ | (5,274 | ) | $ | 6,746 | $ | (5,091 | ) |
June 30, 2013
|
December 31, 2012
|
|
Expected term
|
0.1 to 2.3 years
|
0.3 to 2.8 years
|
Volatility
|
204.6%
|
205.3%
|
Risk-free interest rate
|
2.49%
|
1.78%
|
Dividend yield
|
0%
|
0%
|
Value at
|
Quoted prices in active markets
|
Significant other observable inputs
|
Significant unobservable inputs
|
|||||||||||||
June 30, 2013
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Derivative liability
|
$ | 63 | $ | − | $ | − | $ | 63 |
4.
|
Derivative liability
|
Derivative Liability
|
||||
Balance at January 1, 2013
|
$ | 128 | ||
Gain on derivative liability
|
(65 | ) | ||
Balance at June 30, 2013
|
$ | 63 |
5.
|
Net loss per share
|
5.
|
Net loss per share
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
June 30,
|
June 30,
|
|||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Numerator-basic and diluted net loss
|
$ | (1,850 | ) | $ | (1,095 | ) | $ | (3,525 | ) | $ | (2,663 | ) | ||||
Denominator-basic or diluted weighted average number of common shares outstanding
|
225,824 | 222,474 | 225,803 | 222,260 | ||||||||||||
Net loss per share – basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) |
6.
|
Equity
|
Six Months Ended
June 30, 2013
|
Six Months Ended
June 30, 2012
|
||
Risk free interest rate
|
0.39% – 5.11%
|
0.62% – 5.11%
|
|
Expected life (years)
|
2.82 – 7.00
|
2.82 – 7.00
|
|
Expected volatility
|
91.99% –198.38%
|
91.99% – 154.08%
|
|
Expected dividends
|
None
|
None
|
6.
|
Equity
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Research and development
|
$ | 49 | $ | 52 | $ | 245 | $ | 121 | ||||||||
Sales and marketing
|
17 | 24 | 117 | 43 | ||||||||||||
General and administrative
|
100 | 37 | 42 | 87 | ||||||||||||
Director options
|
10 | 7 | 25 | 16 | ||||||||||||
Stock-based compensation expense
|
$ | 176 | $ | 120 | $ | 429 | $ | 267 |
2013
|
2012
|
|||||||||||||||||||||||||||||||
Options
|
Shares
|
Weighted Average Exercise
Price
|
Weighted Average Remaining Contractual
Term
|
Aggregate Intrinsic
Value
|
Shares
|
Weighted Average Exercise
Price
|
Weighted Average Remaining Contractual
Term
|
Aggregate Intrinsic
Value
|
||||||||||||||||||||||||
Outstanding at January 1,
|
44,529 | $ | 0.05 | $ | 2,230 | 51,353 | $ | 0.09 | $ | 4,449 | ||||||||||||||||||||||
Granted
|
26,554 | $ | 0.04 | $ | 1,188 | 1,500 | $ | 0.06 | $ | 90 | ||||||||||||||||||||||
Exercised
|
- | $ | - | $ | - | (153 | ) | $ | 0.06 | $ | (2 | ) | ||||||||||||||||||||
Forfeited or expired
|
(610 | ) | $ | 0.14 | $ | (85 | ) | (4,797 | ) | $ | 0.34 | $ | (1,654 | ) | ||||||||||||||||||
Outstanding at June 30
|
70,473 | $ | 0.05 | 5.51 | $ | 3,333 | 47,903 | $ | 0.06 | 5.59 | $ | 2,876 | ||||||||||||||||||||
Vested and expected to vest at June 30
|
63,615 | $ | 0.05 | 5.51 | $ | 3,009 | 43,276 | $ | 0.06 | 5.59 | $ | 2,598 | ||||||||||||||||||||
Exercisable at June 30
|
33,083 | $ | 0.05 | 4.94 | $ | 1,638 | 18,649 | $ | 0.08 | 5.01 | $ | 1,531 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Number Outstanding
|
Weighted Average Remaining Contractual Life (in years)
|
Weighted Average Exercise Price
|
Number Outstanding
|
Weighted Average Exercise Price
|
|||||||||||||||||
$ | 0.02 – $0.50 | 70,435 | 5.5 | $ | 0.05 | 33,045 | $ | 0.05 | ||||||||||||||
0.51 – 1.00 | 38 | 0.2 | $ | 0.75 | 38 | $ | 0.75 | |||||||||||||||
70,473 | 5.5 | $ | 0.05 | 33,083 | $ | 0.05 |
6.
|
Equity
|
Nonvested Shares
|
Shares
|
Weighted Average
Grant-Date
Fair Value
|
||||||
Non-vested at January 1, 2013
|
21,210 | $ | 0.05 | |||||
Granted
|
26,554 | $ | 0.04 | |||||
Forfeited
|
(277 | ) | $ | 0.03 | ||||
Vested
|
(10,098 | ) | $ | 0.05 | ||||
Non-vested at June 30, 2013
|
37,389 | $ | 0.05 |
Class of Preferred Stock
|
Issue Date
|
Annual Dividend
|
Annual Dividend Payable, in Cash or In Kind
|
Liquidation Preference
|
Conversion Price
|
YTD Dividend Shares in Kind
|
Total Preferred Shares Outstanding
|
Common Shares to be issued if Fully Converted
|
||||||||||||||||||
Series A-1
|
May 2008
|
8 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.1400 | 38 | 991 | 7,079 | |||||||||||||||
Series B
|
August 2010
|
10 | % |
Quarterly in Arrears
|
$ | 1.50 | $ | 0.0433 | 505 | 10,564 | 243,797 | |||||||||||||||
Series C
|
December/March 2011
|
10 | % |
Quarterly in Arrears
|
$ | 1.50 | $ | 0.0225 | 210 | 4,385 | 194,889 | |||||||||||||||
Series D-1
|
November 2012/May 2013
|
10 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.0225 | 59 | 1,413 | 62,800 | |||||||||||||||
Series D-2
|
November 2012/May 2013
|
10 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.0500 | 177 | 4,400 | 88,000 |
6.
|
Equity
|
6.
|
Equity
|
June 30, 2013
|
December 31, 2012
|
|||||||||||||||
Warrants
|
Weighted Average Exercise Price
|
Warrants
|
Weighted Average Exercise Price
|
|||||||||||||
Outstanding at beginning of period
|
151,722 | $ | 0.0269 | 182,644 | $ | 0.0261 | ||||||||||
Issued
|
− | − | 8,643 | $ | 0.0500 | |||||||||||
Exercised
|
(1,300 | ) | $ | 0.0225 | (35,162 | ) | $ | 0.0264 | ||||||||
Expired
|
(15,063 | ) | $ | 0.0343 | (4,403 | ) | − | |||||||||
Outstanding at end of period
|
135,359 | $ | 0.0252 | 151,722 | $ | 0.0269 | ||||||||||
Exercisable at end of period
|
135,359 | $ | 0.0252 | 151,722 | $ | 0.0269 |
Number of Warrants
|
Weighted Average Remaining Life
|
Weighted Average Exercise Price per share
|
||||||||
6,024 | 0.14 | $ | 0.0433 | |||||||
120,691 | 0.64 | $ | 0.0225 | |||||||
8,643 | 2.11 | $ | 0.0500 | |||||||
135,359 | 0.71 | $ | 0.0252 |
·
|
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.
|
Contractual obligations
|
Total
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
||||||||||||||||||
Operating lease commitments (2)
|
963 | 138 | 284 | 292 | 249 | - |
1.
|
The Company extended the lease on its offices in April 2010. The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016.
|
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.
|
Exhibit Number
|
Document
|
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.
|
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
|
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 the Company’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2012.
|
3.25
|
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 the Company’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2012.
|
Exhibit Number
|
Document
|
3.26
|
Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2012.
|
3.27
|
Certificate of Designation of Series D Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on October 22, 2012.
|
*10.66
|
Form of Subscription Agreement dated May 17, 2013.
|
*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.
|
COMMUNICATION INTELLIGENCE CORPORATION
|
||
Registrant
|
||
August 14, 2013
|
/s/ Andrea Goren
|
|
Date
|
Andrea Goren
|
|
(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)
|
Subscriber Information
Name:
Address:
Email:
|
Total Investment
$
|
Total Amount of Investment
Number of Units
Shares of Series D-1 Preferred Stock
Shares of Series D-2 Preferred Stock
|
For Individuals
:
Print Name Above
Sign Name Above
Social Security Number
For Entities
:
Print Name of Entity Above
By:
Name:
Title:
Employer Identification Number
or Tax ID Number
|
|
Date: August 14, 2013
|
|
/s/ Philip Sassower
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer of Registrant)
|