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.
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