For the year ended December 31, 2014,2015, the net loss attributable to common stockholders was $7,379, a decrease$7,619, an increase of $720,$240, or 9%3%, compared to $8,099$7,379 in the prior year. For the year ended December 31, 2014,2015, non-cash charges attributable to interest expense, financing and loan discount amortization loss on extinguishment of debt and the accretion of the beneficial conversion feature were $911,$628, a decrease of $883,$283, or 49%31%, compared to $1,794$911 in the prior year. There was a gain of $7$18 on the derivative liability value for the year ended December 31, 2014,2015, compared to a gain of $103$7 in the prior year. For the year ended December 31, 2014,2015, operating expenses were $5,328, a decrease$5,445, an increase of $387,$117, or 7%2%, compared to operating expenses of $5,715$5,328 for the prior year. The decreaseincrease in operating expense resulted from decreases in stock option compensation and other general overhead expenses compared to the prior year.costs associated with a proposed public offering of common stock.

Currently, CIC'sour primary competition for basic click-to-sign electronic signatures includes Silanis, Adobe EchoSign, and/or DocuSign. Principal competition for handwritten biometric signatures includes SoftPro, WondernetDocuSign and signature pad vendors. The Company believes it has a competitive advantageSilanis (recently acquired by offering solutionsVASCO Data Security International Inc.). We view the balance of the U.S. market as fragmented with a variety of different electronic signature methods that enable users to sign virtually any document format, in any software environment,smaller competitors focused on the consumer and on any hardware platform.small business markets rather than enterprise organizations.

Not applicable.

The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-K. The following discussion relating to projected growth and future results and events constitutes forward-looking statements. Actual results in future periods may differ materially from the forward-looking statements due to a number of risks and uncertainties. We cannot guarantee future results, levels of activity, performance or achievements. Except as otherwise required under applicable law, we disclaim any obligation to revise or update forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Unless otherwise stated herein, all figures in this Item 7, other than price per share data, are stated in thousands ("000s").

The Company is a leading supplier of DTM software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. CIC'siSign's solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management.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.transactions. The Company's products and services result in legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has deliveredmade available to its customers significant expense reduction by enabling completea completely electronic document and workflow andprocess, as well as the resulting reduction in mailing, scanning, filing and other costs related to the use of paper.

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, 2014,2015, net losses attributable to common stockholders aggregated approximately $15,478,$14,998, and, at December 31, 2014,2015, the Company's accumulated deficit was approximately $123,199.$127,116.

For the year ended December 31, 2014,2015, total revenue was $1,515,$1,620, an increase of $97,$105, or 7%, compared to total revenue of $1,418$1,515 in the prior year. The increase in revenue is primarily attributable to the sale of new productsincrease in maintenance revenue contracts during the year.

For the year ended December 31, 2014,2015, operating expenses were $5,238, a decrease$5,445, an increase of $387,$117, or 7%2%, compared to operating expenses of $5,715$5,328 in the prior year. The decreaseincreases in operating expenses resulted primarily from costs associated with a decrease in stock option compensation expense and other general overhead expenses.proposed public offering of common stock. For the year ended December 31, 2014,2015, the loss from operations was $3,813, a decrease$3,825, an increase of $484, or 11%,$12, compared with a loss from operations of $4,297$3,813 in the prior year.  The decreaseincrease in the operating loss is attributable to the $117 increase in sales and a $387 decreaseoperating expenses partially offset by the $105 increase in operating expenses.sales.

On February 7, 2014,23, 2015, the Company sold 520 shares of Series D-1 Preferred Stock and 260 shares of Series D-2 Preferred Stock for $733 in cash, net of a $47 administrative fee paid in cash to SG Phoenix and to an unrelated third party. Investors in this funding were entitled to receive up to one hundred percent (100%) warrant coverage, which warrant coverage was issued over the course of 2014. The warrants issued were immediately exercisable in full

See Note 1, Notes to Consolidated Financial Statements included under Part IV, Item 15 of this report on Form 10-K.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the Company's consolidated financial statements and the accompanying notes. The amounts of assets and liabilities reported in its balance sheets and the amounts of revenue and expenses reported for each period presented are affected by these estimates and assumptions that are used for, but not limited to, revenue recognition, allowance for doubtful accounts, intangible asset impairments, fair value of financial instruments,  cost of sales, research and development costs, foreign currency translation, net operating loss carry-forwards and valuation allowances on deferred tax assets. Actual results may differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used by the Company's management in the preparation of the consolidated financial statements.

Stock based Compensation: 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. Black-Scholes-Merton option pricing model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. 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 on an accrual basis over the vesting period of the options.

Derivatives: The Company follows the relevant accounting guidance and records derivative instruments (including certain derivative instruments embedded in other contracts) in the consolidated balance sheet as either an asset or a liability measured at their fair value, with changes in the derivative's fair value recognized currently in earnings. The Company values these derivative securities under the fair value method at the end of each reporting period (quarter), and their value is marked-to-market at the end of each reporting period with the gain or loss recorded in earnings. The Company continues to revalue these instruments each quarter to reflect their current value in light of the current market price of our Common Stock. The Company used a simulated probability valuation model to value warrants containing embedded derivative instruments. Determining the appropriate fair-value model and calculating the fair value of such warrants requires considerable judgment. Any change in the estimates (specifically, probabilities) used may cause the value to be higher or lower than that reported. The assumptions used in the model require significant judgment by management and include the following: volatility, expected term, risk-free interest rate, dividends, and warrant holders' expected rate of return, reset provisions based on expected future financings, projected stock prices, and probability of exercise.

Revenue: Revenue is recognized when earned in accordance with the applicable accounting guidance. The Company recognizes revenue from sales of software products upon shipment, provided that persuasive evidence of an arrangement

 exists, collection is determined to be probable, all non-recurring engineering work necessary to enable the Company's product to function within the customer's application has been completed and the Company's product has been delivered according to specifications. Revenue from service subscriptions is recognized as costs are incurred or over the service period, whichever is longer.

Software license agreements may contain multiple elements, including upgrades and enhancements, products deliverable on a when and if available basis and post-contract support. Revenue from software license agreements is recognized upon delivery of the software, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all nonrecurring engineering work necessary to enable the Company's products to function within the customer's application has been completed and the Company's product has been delivered according to specifications.

For arrangements with multiple deliverables, the Company allocates consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices, which are determined using vendor-specific objective evidence.

Maintenance revenue is recorded for post-contract support and upgrades or enhancements, which is paid for in addition to license fees, and is recognized as costs are incurred or over the support period, whichever is longer. For undelivered elements where vendor specific objective evidence of fair value does not exist, revenue is deferred and subsequently recognized when delivery has occurred and when vendor specific evidence has been determined.

Allowance for Doubtful Accounts: The allowance for doubtful accounts is based on the Company's assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company's historical experience, the Company's estimates of recoverability of amounts due could be affected and the Company would adjust the allowance accordingly.

Long-lived assets: The Company evaluates the recoverability of its long-lived assets, including intangible assets such as patents, at least annually or whenever circumstances or events indicate such assets might be impaired. The

Customer Base: To date, the Company's electronic signature revenue has been derived primarily from financial service industry end-users and from resellers and channel partners serving the financial service industry primarily in North America, the ASEAN Region and Europe. The Company performs periodic credit evaluations of its customers and does not require collateral.  The Company maintains reserves for potential credit losses. Historically, such losses have been within the range of management's expectations.

Cost of sales: Cost of sales includes direct engineering labor and overhead for specific revenue based projects initiated by customers and maintenance projects specific to customer needs, along with third party services related to the Company's transactional based revenues.

Research and Development Costs: Research and development costs are charged as expense as incurred.

Net Operating Loss Carry-forwards: Utilization of the Company's net operating losses may be subject to an annual limitation due to the ownership change limitations under Section 382 of the Internal Revenue Code and similar state provisions. As a result, a portion of the Company's net operating loss carry-forwards may not be available to offset future taxable income. The Company has provided a full valuation allowance for deferred tax assets at December 31, 2014,2015, of approximately $26,000 based upon the Company's history of losses.

Segments: The Company reports its financial results in one segment.

For the year ended December 31, 2014,2015, cost of sales was $390,$519, an increase of $46,$129, or 13%33%, compared to cost of sales of $344$390 in the prior year. The increase was due primarily to higher engineering direct labor costs resulting from increased non-recurring engineering orders and maintenance during the year ended December 31, 2014.

For the year ended December 31, 2014,2015, research and development expenses were $1,931,$1,771, a decrease of $142,$160, or 7%8%, compared to research and development expenses of $2,073$1,931 in the prior year. Research and development expenses consist primarily of salaries and related costs, outside contract engineering, maintenance items, and allocated facility expenses. The most significant factors contributing to the decrease in research and development expenses were decreases in salaries and wages due to the attrition of fourtwo full time positions two in the second half of 20132014 and twoa decrease in the second halfnumber of 2014.outside engineering personnel. In addition, transfers to cost of sales increased due to the increase in non-recurring engineering orders and maintenance. The decrease in engineering cost was partially offset by an increase in outside engineeringthird party software services associated with the Company's software development activities.activities and an increase in stock-based compensation expense. For the year ended December 31, 2014,2015, total research and development expenses before IT and cost of sales allocations were $2,354,$2,350, a decrease of $166,$4, or 7%0.2%, compared to $2,520$2,354 of total research and development expenses before allocations in the prior year. The decrease is due primarily to the decrease in salaries and related expenses, including stock compensation expense, partially offset by the increase in outside engineering services.

For the year ended December 31, 2014,2015, general and administrative expenses were $1,743, a decrease$2,175, an increase of $283,$432, or 14%25%, from general and administrative expenses of $2,026$1,743 in the prior year.year. The decreaseincrease was primarily dueattributable to a decreasean increase in salaries and related costs, including stock option compensation and hiring expense, partially offset by increases in other general operating expensesdue to the addition of one accounting position compared to the prior year,. and professional service fees associated with a planned secondary public offering of the Company's Common Stock.

Other income,income/expense, net, was $50, an increaseexpense of $73,$3, a decrease of $53, or 317%106%, compared to an expenseincome of $23$50 in the prior year. The increases weredecrease was primarily due to the sale of one of the Company's unused trademarks to a third party in the third quarter of 2014.

For the year ended December 31, 2014,2015, related party interest expense was $0, a decrease$31, an increase of $436, or 100%,$31 compared to related party interest expense of $436 in the prior year. The decrease was primarily due to the absence of short-term borrowings during 2014 and the cost of warrants associated with the short-term borrowings. For the year ended December 31, 2014, other party interest expense was $259, an increase of $259, compared to other party interest expense of $0 in the prior year. The increase was primarily due to short-term borrowings in November and December of 2015. For the year ended December 31, 2015, other party interest expense was $23, a decrease of $236, or 91%, compared to other party interest expense of $259 in the prior year. The decrease in other party interest expense resulted from expensing the valuation of the warrants issued to third parties in connection with the closing of a $2,000 line of credit in May 2014 (see Liquidity and Capital Resources).

The change in fair value of derivative liabilities resulted in a non-cash gain of $7, a decrease$18, an increase of $96,$11, or 93%157%, compared to a gain of $103$7 in the prior year. The change in fair value is primarily due to a decrease in the number of outstanding derivatives from the expiration of warrants during 2014, as well as a decreasethe related derivatives in the closing priceNovember of the Company's Common Stock at December 31, 2014. The fair value of the Company's derivative instruments is based on the fair value of our Common Stock. As such, related gains and losses are dependent upon our Common Stock price and fluctuate accordingly.2015.

For the year ended December 31, 2014,2015, accretion of the beneficial conversion feature on the Company's Preferred Stock with an exercise price less than the closing market price on December 31, 20142015 (Series C and Series D-1 Preferred Stock) was $652,$526, a decrease of $595,$126, or 48%19%, compared to $1,247$652 in the prior year period. The decrease is primarily due to the decrease in the closing price of the Company's Common Stock on the date of issue compared to the prior year.

The Company recorded dividends in kind on shares of its Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. For the year ended December 31, 2014,2015, dividends on shares of Preferred Stock were $2,712,$3,176, an increase of $624,$464, or 30%17%, compared to $2,088$2,712 in the prior year period. The increase was primarily due to the issuances of shares of Series D Preferred Stock discussed above.in 2015 and 2014 (see Liquidity and Capital Resources).

Cash and cash equivalents totaled $846 at December 31, 2015, compared to $775 at December 31, 2014, compared to $945 at December 31, 2013.2014. The decreaseincrease is primarily attributable to $2,425$2,793 of funds provided by financing activities, partially offset by $2,674 of funds used in operating activities, and $4$48 of funds used in investing activities. The uses were partially offset by $2,259 provided by financing activities.

The cash used byin operations was primarily attributable to the net loss of $4,015$3,917 and a $7an $18 gain on derivative liabilities.liability. These amounts were partially offset by non-cash depreciation and amortization charges of $367, warrant costs recorded as interest$357, amortization of $258debt discount of $53 and stock-based employee compensation of $298.$575.

The cash used in investing activities of $4$48 resulted from the acquisition of computer equipment.leasehold improvements associated with the sub-lease of approximately 3,000 square feet of unutilized office space.

Proceeds from financing activities consisted primarily of $2,209$1,268 from the issuance of short-term debt and $1,525 in net proceeds from the issuance of Series DD-1 Preferred Stock.

Accounts receivable were $122$94 at December 31, 2014,2015, a decrease of $288,$28, or 70%23%, compared to accounts receivable of $410$122 at December 31, 2013.2014. Accounts receivable at December 31, 20142015 and 2013,2014, are net of $22 and $22, respectively, of allowances provided for potentially uncollectible accounts. Sales in the Company's fourth quarter of 20142015 were generated early in the quarter increasing fourth quarter collection of accounts receivable compared to 2013.2014.

Prepaid expenses and other current assets were $80$372 at December 31, 2014,2015, an increase of $23,$292, or 40%365%, compared to prepaid expenses and other current assets of $57$80 at December 31, 2013.2014. The increase is primarily due to certain professional fees related to a planned secondary public offering of the prepayments of insurance premiums and annual third party services. Prepaid expenses generally fluctuateCompany's Common.

Short-term debt was $991 at December 31, 2015 compared to $0 at December 31, 2014.  The increase is due to borrowings in November and December to provide funding needed to support the timing of annual insurance premiums and maintenance and support fees, which are prepaid in December and June of each year.proposed public offering.

Accounts payable were $787 at December 31, 2015, an increase of $459, or 140%, compared to $328 at December 31, 2014, an2014. The increase of $1, from accounts payable of $327 at December 31, 2013.is due to liabilities incurred associated with the proposed public offering.

Other current liabilities, which include accrued compensation of $293$263 at December 31, 2014,2015, were $631$878 at December 31, 2014,2015, an increase of $84,$247, or 15%39%, compared to other current liabilities of $547$631 at December 31, 2013.2014.  The increase is primarily due to the accrual of professional services compared to the prior year.

Deferred revenue was $957$839 at December 31, 2014, an increase2015, a decrease of $393,$118, or 70%12%, compared to deferred revenue of $564$957 at December 31, 2013.2014. The increasedecrease is primarily due to athe recognition of revenue from the renewal of a five yearfive-year maintenance contract with one of the Company's customers in December 2014.

The Company had the following material commitments as of December 31, 2014:2015:

As of December 31, 2014,2015, the Company leases facilities in the United States totaling approximately 9,600 square feet. The Company's rental expense was $289$271 and $275$289 for the years ended December 31, 20142015 and 2013,2014, respectively. In addition to the base rent, the Company pays a percentage of the increase, if any, in operating costs incurred by its landlord in such year, over the operating expenses incurred by its landlord in the base year.

Interest Rate Risk. Any investments in fixed income securities are subject to interest rate risk and will fall in value if the market interest rates increase. The Company attempts to limit this exposure by investing primarily in short-term securities. The Company did not enter into any short-term security investments during the twelve months ended December 31, 2014.2015.

Foreign Currency Risk. The Company operates a joint venture in China and from time-to-time could make certain capital equipment or other purchases denominated in foreign currencies. As a result, the Company's cash flows and earnings could be exposed to fluctuations in interest rates and foreign currency exchange rates. The Company would attempt to limit any such exposure through operational strategies and generally has not hedged currency exposure.

Future Results and Stock Price Risk. The Company's stock price may be subject to significant volatility. The public stock markets have experienced significant volatility in stock prices in recent years. The stock prices of technology companies have experienced particularly high volatility, including, at times, severe price changes that are unrelated or disproportionate to the operating performance of such companies. The trading price of the Company's Common Stock could be subject to wide fluctuations in response to, among other factors, quarter-to-quarter variations in operating results, announcements of technological innovations or new products by the Company or its competitors, competitor consolidation in the industry, announcements of new strategic relationships by the Company or its competitors, general conditions in the computer software industry or the global economy generally, or market volatility unrelated to the Company's business and operating results. The impact and severity of the above factors could be exacerbated by the Company's small size, public float and a lack of market liquidity for its Common Stock.

The Company's audited consolidated financial statements for the years ended December 31, 20142015 and 2013,2014, and for each of the years in the two-year period ended December 31, 2014,2015, begin on page F1F-1 of this Annual Report on Form 10-K, and are incorporated into this item by reference.

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 as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by the Company in the reports it fileswe file or submitssubmit 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.

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.

Management has assessed the effectiveness of the Company's internal control over financial reporting based on the criteria established in "Internal Control, Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

In performing this assessment, management identifiedAs previously reported in our Annual Report on Form 10-K for the followingYear Ended December 31, 2014, we had material weaknesses:

Based on its assessment, our management concluded that, as of December 31, 2014,Except for the remediation efforts described herein there has been no change in our internal control over financial reporting was not effective. Management believesduring the year ended December 31, 2015 that the identified weaknesses have nothas materially affected, or is reasonably likely to materially affect, our ability to present GAAP-compliantinternal control over financial statements in this Form 10-K.  During the year-end financial statement close the Company was able to adjust its financial records to properly present its financial statements and we were therefore able to present GAAP-compliant financial statements. Management does not believe that its weakness with respect to its procedures and controls have had a pervasive effect upon our financial reporting due to our ability to make the necessary reconciling adjustments to our financial statements.

Management will continue the process of reviewing existing controls, procedures and responsibilities to more closely identify financial reporting risks and the required controls to address them.  Key control and compensating control procedures will be developed to ensure that material weaknesses are properly addressed and related financial reporting risks are mitigated. Periodic control validation and testing will also be implemented to ensure that controls continue to operate consistently and as designed.

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 20142015 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The business experience of each of the directors and executive officers for at least the past five years includes the following:

Philip S. Sassower has served as the Company's Chairman and Chief Executive Officer since August 2010.2010, and Co-Chairman since October 2015.  Mr. Sassower is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Sassower has also been Chief Executive Officer of Phoenix Enterprises LLC, a private equity firm, and has served in that capacity since 1996. In addition, Mr. Sassower has served as Chief Executive Officer of Xplore Technologies Corp. (OTCQB: XLRT)(NASDAQ:XPLR) since February 2006 and has been a director of Xplore Technologies Corp. and served as Chairman of its board of directors since December 2004.

On May 13, 2008, Mr. Sassower was named Chairman of the Board of The Fairchild Corporation (NYSE: FA), a motorcycle accessories and aerospace parts and services company. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. On January 7, 2010, The Fairchild Corporation's plan of liquidation was declared effective and the company's board of directors was relieved of its duties. Mr. Sassower also served as Chairman of the Board of the Company from 1998 to 2002 and as Co-Chief Executive Officer of the Company from 1997 to 1998. Mr. Sassower is co-manager of the managing member of Phoenix Venture Fund LLC. Mr. Sassower's qualifications to serve on the Board of Directors include more than 40 years of business and investment experience. Mr. Sassower has developed extensive experience working with management teams and boards of directors, and in acquiring, investing in and building companies and implementing changes.

Andrea Goren has served as a director since August 2010. Mr. Goren was appointed the Company's Chief Financial Officer in December 2010.  Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC, the Company's largest shareholder. Prior to that, Mr. Goren served as Vice President of Shamrock International, Ltd., a private equity firm. Mr. Goren has been a director of Xplore Technologies Corp. (OTCQB: XLRT)(NASDAQ:XPLR) since December 2004 and serves on its Executive Committee, and a director of The Fairchild Corporation (NYSE: FA) from May 2008 to January 2010. Mr. Goren's qualifications to serve on the Board of Directors include his experience and knowledge acquired in approximately 1617 years of private equity investing and his extensive experience working with management teams and boards of directors.

Section 16(a) of the Exchange Act requires the Company's officers, directors and persons who own more than ten percent of a registered class of the Company's equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company's securities. These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that are filed with the SEC.  The following Section 16 filings were not timely filed for the year ended December 31, 2014:2015: the Form 4 for Andrea Goren dated February 7, 2014, May 15, 2014, August 14, 2014, November 14, 2014 and December 31, 2014,January 5, 2015, the Form 4 for Philip Sassower dated March 31, 2014, May 15, 2014, August 14, 2014, and November 14, 2014,January 5, 2015, the Form 4 for Stan Gilbert dated February 7, 2014, May 15, 2014, August 14, 2014January 5, 2015 and November 14, 2014,March 24, 2015, the Form 4 for Jeffrey Holtmeier dated August 11, 2014January 5, 2015 and the Form 4 for William Keiper dated March 6, 2014 and August 11, 2014.

Mr. Welch serves as the Audit Committee's financial expert. Each member of the Audit Committee is independent as defined under the applicable rules and regulations of the SEC and the director independence standards of the NASDAQ Stock Market, as currently in effect.

Mr. Keiper is retained by the Company through an Advisory Services Agreement (the "FGP Agreement") with First Global Partners, LLC ("FGP'). Mr. Keiper is Managing Partner of FGP. The term of the FGP Agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and

Mr. Goren is retained by the Company through an Advisory Services Agreement (the "SGP Agreement") with SG Phoenix LLC ("SGP"). Mr. Goren and Mr. Sassower are managing members of SGP. The term of the SGP Agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. SGP receives a cash sum payment of $15,000 ("Cash Fee") per month. In addition, SGP is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the Cash Fee during a given year or prorated portion thereof. Such performance fee, if any, would be awarded based upon the sole discretion of the Company's Board of Directors. No performance fee was paid to SGP in 2014.2015. Under the SGP Agreement, SGP furnishes, at its own expense, all materials and equipment necessary to carry out the terms of the SGP Agreement.  The Company has agreed to pay SGP for reasonable and documented out of pocket expenses incurred for services rendered by SGP during the term of the SGP Agreement, as long as SGP obtains written approval of the Company prior to incurring any significant expense.

There were no stock options exercised during the twelve months ended December 31, 20142015 and 2013.2014.

The following table provides information regarding the compensation of the Company's non-employee directors for the year ended December 31, 2014:2015:

The following table sets forth information as of March 25, 2015,2016, with respect to the beneficial ownership of (i) any person known to be the beneficial owner of more than 5% of any class of voting securities of the Company, (ii) each director and director nominee of the Company, (iii) each of the current executive officers of the Company named in the Summary Compensation Table under the heading "Executive Compensation" and (iv) all directors and executive officers of the Company as a group.  Except as indicated in the footnotes to this table (i) each person has sole voting and investment power with respect to all shares attributable to such person and (ii) each person's address is c/o Communication Intelligence Corporation,iSign Solutions Inc., 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413. The amounts are not stated in thousands.

The following table provides information as of December 31, 2014,2015, regarding our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance:

The Board of Directors has determined that Messrs. Gilbert, Holtmeier, Elenio and Welch are "independent," as defined under the rules of the NASDAQ Stock Market relating to director independence, and Messrs. Sassower, Engmann and Goren are not independent under such rules. Messrs. Welch, Gilbert, and Holtmeier serve on the Compensation Committee of the Board of Directors. Each of the members of the Compensation Committee is independent under the rules of the NASDAQ Stock Market relating to director independence. Messrs. Welch, GilbertElenio and Holtmeier serve on the Audit Committee of the Board of Directors. Under the applicable rules of the NASDAQ Stock Market and the SEC relating to independence of Audit Committee members, the Board of Directors has determined that Messrs. Welch and GilbertElenio are independent and Mr. Holtmeier is not. Mr. Holtmeier's lack of independence stems solely from the fact that he was party to a consulting agreement under which he was paid $15,000 in the year ended December 31, 2012. The Board has determined that the amount paid to Mr. Holtmeier under this contract is not material, and thus the Board determined that Mr. Holtmeier is suitable to serve on the Audit Committee.independent.

Phoenix is the beneficial owner of approximately 64.9% of the Common Stock of the Company when calculated in accordance with Rule 13d-3, and Michael W. Engmann, together with two affiliated entities, is the beneficial owner of approximately 33.1%86.6% of the Common Stock of the Company when calculated in accordance with Rule 13d-3.

 

During the year ended December 31, 2014,2015, the Company exercised its option to make preferred dividend payments in kind. For the year ended December 31, 2014,2015, the Company issued 8272 shares of Series A-1 Preferred Stock, of which 5543 were to related parties, 1,1491,272 shares of Series B Preferred Stock, of which 776834 were to related parties, 468516 shares of Series C Preferred Stock, of which 249274 were to related parties, 472714 shares of Series D-1 Preferred Stock, of which 213350 were to related parties, and 540602 shares of Series D-2 Preferred Stock, of which 7074 were to related parties.

Interest expense associated with the Company's indebtedness for the years ended December 31, 2015 and 2014, was $54 and 2013, was $0, and $436, respectively, of which $0$31 and $436, respectively, was related party expense. Amortization of debt discount and deferred financing costs and the loss on extinguishment of debt for the year ended December 31, 2014 and 2013, was $0, and $111, respectively, of which $0 and $111, respectively, was related party expense.

 It is the policy of the Company not to enter into any agreement with its auditors to provide any non-audit services unless (a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes no more than 5% of the total amount the Company pays to the auditors during the fiscal year in which such services are rendered, (ii) such services were not recognized by the Company as constituting non-audit services at the time of the engagement of the non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit are approved by the Audit Committee or

The Audit Committee has considered whether the provision of non-audit services has impaired the independence of PMB Helin Donovan or Armanino LLP and has concluded that PMB Helin Donovan and Armanino LLP are independent under applicable SEC and NASDAQ rules and regulations.