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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