UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 20162021

☐Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

for the transition period from_______from ___ to __________

Commission File No. 000-19301

iSign Solutions Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:650-802-7888

Securities registered under Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the act (check one):Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No☒

The aggregate market value of the voting stock (Common Stock) held by non-affiliates of the registrant as of June 30, 20162021 was approximately $5,004,624$2,270,381 based on the closing sale price of $1.31$0.59 on such date, as reported by OTC Markets Group Inc. The number of shares of Common Stock outstanding as of the close of business on March 31, 20172022 was 5,761,980.6,332,736.

DOCUMENTS INCORPORATED BY REFERENCEREFFERENCE

iSign SOLUTIONS INC

TABLE OF CONTENTS

iSign’sSign’s logo, iSign^®, InkTools^®SIGVIEW^®, Sign-it^®, INKshrINK^®, SignatureOne^®, Ceremony^®, Signed, Sealed, Delivered^® and The Power To Sign Online^®are registered trademarks of the Company. The Company intends to register its trademarks generally in those jurisdictions where significant marketing of its products will be undertaken in the foreseeable future.

Note Regarding Forward Looking Statements

Certain statements contained in this Annual Report on Form 10-K, including without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from expectations. Such factors include the following: (1) technological, engineering, quality control or other circumstances which could delay the sale or shipment of products; (2) economic, business, market and competitive conditions in the software industry and technological innovations which could affect the Company’s business; (3) the Company’s ability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others or prevent others from infringing on the proprietary rights of the Company; and (4) general economic and business conditions and the availability of sufficient financing.

PART I

Item 1.Business

General

iSign Solutions Inc., f/k/a Communication Intelligence Corporation (the “Company” or “iSign”), was incorporated in Delaware in October 1986. iSign is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow 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. iSign’s platform can be deployed both on premise and as a cloud-based (“SaaS”) service, with the ability to easily transition between deployment models. The Company is headquartered in Redwood Shores,San Jose, California.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. Since March 11, 2020 states in the U.S., including California, where the Company is headquartered, have begun to open up as the result of the development of vaccines to thwart the spread of the virus. New variants of COVID-19 have surfaced around the world, including the United States which may cause additional closures of economies depending on how virulent the new strains are. New COVID-19 variant outbreaks may further disrupted supply chains and affected production and sales across a wide range of industries. The extent of the impact of new COVID-19 outbreaks on our operational and financial performance will depend on certain developments, including the duration and further spread of the outbreak, continued impact on our customers, employees and vendors all of which are uncertain and cannot be predicted.

For the year ended December 31, 2016,2021, total revenue was $1,065, a decrease$1,078, an increase of $555,$112, or 34%12%, compared to total revenue of $1,620$966 in the prior year. For the year ended December 31, 2016,2021, software product revenue was $325, a decrease$373, an increase of $413,$126, or 56%51%, compared to product revenue of $738$247 in the prior year. Maintenance revenue for the year ended December 31, 2016,2021 was $740,$705, a decrease of $142,$14, or 16%-2%, compared to maintenance revenue of $882$719 in the prior year. The decreases are primarily attributableincrease in product revenue is due to enhancements to the Company’s effortsproducts through engineering services while the decrease in maintenance is due to restructure its operations in favor of partner-generated recurring revenue.the change by one customer to a maintenance contract on a time and material basis rather than an annual basis.

For the year ended December 31, 2016,2021, the net loss attributable to common stockholders was $5,057,$486, a decrease of $2,562,$42, or 34%8%, compared to $7,619a net loss of $528 in the prior year. For the year ended December 31, 2016,2021, non-cash charges, attributable toconsisting of interest expense, financing and loan discount amortizationwarrant expense and the accretionamortization of the beneficial conversion featuredebt discount were $797,$349, an increase of $176,$46, or 28%15%, compared to $621 in the prior year. There was a gain of $330 on the derivative liability value for the year ended December 31, 2016, compared to a gain of $18$309 in the prior year. For the year ended December 31, 2016,2021, operating expenses were $4,274,$1,339, a decrease of $1,171,$280, or 22%17%, compared to operating expenses of $5,445$1,619 for the prior year. The decrease in operating expenseexpenses resulted from reductionreductions in full time employees associated with the Company’s efforts to restructure its operations in favoramortization of partner-generated recurring revenue.stock based compensation and professional service expenses.

Core Technologies

The Company'sCompany’s core technologies can be referred to as "transaction-enabling”“transaction-enabling” and “business process work flow” technologies. These technologies include various forms of electronic signature methods, such as handwritten, biometric, click-to-sign and others, as well as technologies related to signature verification, authentication, cryptography and the logging of audit trails to prove signers’ intent. These technologies enable the appending of secure, legal and regulatory compliant electronic signatures coupled with an enhanced user experience, all at a fraction of the time and cost required by traditional, paper-based processes for signature capture.

Products

The Company’s enterprise-class SignatureOne^® and iSign^® suite of electronic signature solutions enable businesses to implement truly paperless, electronic signature-driven business processes. The aggregate of the software functionality enabling the digitization of end-to-end work flow processes is sometimes referred to as “digital transaction management” (DTM). Many applications provide electronic forms and allow users to fill-in information, but most of these applications still require users to print out a paper copy for a handwritten, ink signature. Solutions powered by iSign products allow legally binding electronic signatures to be added to digital documents, eliminating the need for paper to memorialize the completion, approval or authentication of the transaction. This allows users to reduce transaction times and processing costs.

The SignatureOne^® and iSign^® suite of products includes the following:

Products and upgrades that were introduced and first deployed in 20162020 include the following:

Intellectual Property

The Company relies on a combination of patent applications, trademarks, trade secrets and contractual provisions to protect its software offerings and technologies. The Company has a policy of requiring its employees and contractors to commit to the protection of proprietary information through written agreements. The Company also has a policy of requiring prospective business partners to enter into non-disclosure agreements before disclosure of any of its proprietary information.

Over the years, the Company has developed and patented major elements of its software offerings and technologies. The Company currently has the following applications pending:

The Company’s technologies go beyond simple electronic signature and include biometric signatures, verification solutions, authentication and validation methods, that result in signed documents that are secure, legal and tamper-resistant.

The Company has over 20 registered and unregistered trademarks in the United States and other countries. The Company intends to register its trademarks in those jurisdictions where significant marketing of its products will be undertaken in the foreseeable future.

Research and Development

Our research and development effort is focused on the development, advancement and refinement of our core products and the development of new products. In addition, our research and development team is responsible for the continuous quality measurement and assurance of both existing and new products. We conduct research on software technology, related computer hardware, competitive offerings and alternative solution approaches to develop appropriate product and service offerings for our target markets. Our research and development efforts are often aimed at assisting clients and licensees in further streamlining new and existing workflow processes that our software solutions support and at ensuring that we meet or exceed industry standards and competitive offerings. We provide certain customization and integration services to our clients, including software integration partners and enterprise customers. These efforts are conducted by our team in San Jose, California, supported by contracted staff, including offshore engineers.

We believe that our software technologies, platforms and products are now competitive and whileour research and development activities will remain at the core of our operations, we intend, going forward, to continue to invest an increasing amounta portion of our resources in sales and marketing activities.

Our research and development expense was $1,322 for the year ended December 30, 2016 and $1,771$547 for the year ended December 31, 2015.2021 and $578 for the year ended December 31, 2020.

Material Customers

Historically, the Company’s revenue has been derived from hundreds of customers, but a significant percentage of the revenue has been attributable to a limited number of customers. Three customers, as described in Note 2 to the Consolidated Financial statements, accounted for 13%19%, 13%25%, and 23%38%, respectively, of total revenue for the year ended December 31, 2016.2021.

Seasonality of Business

The Company believes that the sale of its products is not subject to seasonal fluctuations.

Backlog

Backlog was approximately $573$196 and $839$215 at December 31, 20162021 and 2015,2020, respectively, representing advanced payments on product and service maintenance agreements. In 2014, the Company negotiatedOne customer decided to convert their December 2020 renewal of a long term$94 annual maintenance agreement, the balance of which is $315 at December 31, 2016, which will be recognized over four years. The remaining backlog is expectedcontract to be recognized over the next twelve months.a maintenance contract on a time and materials basis in 2021.

Competition

We believe that our primary competitive advantages include the following:

Currently, our primary competition for basic click-to-sign electronic signatures includes Adobe EchoSign, DocuSign and Silanis (recently acquired byOneSpan (f.k.a. VASCO Data Security International Inc.). We view the balance of the U.S. market as fragmented with a variety of smaller competitors focused on the consumer and small business markets rather than enterprise organizations.

Employees

As of December 31, 2016,2021, the Company employed tenfive full-time employees, one part time employee and fourseven independent contractors. The Company has established longstanding strategic relationships that allow it to rapidly access product development and deployment capabilities that could be required to address most customer requirements. None of the Company’s employees are party to any collective bargaining agreements. We believe our employee relations are good.

Geographic Areas

For the years ended December 31, 20162021 and 2015,2020, sales in the United States as a percentage of total sales were 88%was 62% and 93%75%, respectively. At December 31, 20162021 and 2015,2020, long-lived assets located in the United States were $306$10 and $664,$10, respectively. There were no long-lived assets located elsewhere as of December 31, 20162021 and 2015.2020.

Segments

The Company reports its financial results in one segment.

Available Information

Our web site is located atwww.isignnow.com. www.isignnow.com. The information on or accessible through our web site is not part of this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports are available, free of charge, on our web site as soon as reasonably practicable after we electronically file with or furnish such material to the Securities and Exchange Commission (“SEC”). Furthermore, a copy of this Annual Report on Form 10-K and other reports filed by iSign with the SEC may be read and copied by the public at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549 on official business days during the hours of 10 a.m. and 3 p.m. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including iSign, that file electronically with the SEC atwww.sec.gov. www.sec.gov.

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company leasesrents its principal facilities, consisting of approximately 2,400144 square feet in San Jose, California, pursuant to a lease that expires in 2019.month to month arrangement.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

The Company’s common stock (“Common Stock”) is quoted on OTC Markets Group Inc.’s OTCQBOTC Pink quotation system under the trading symbol ISGN. Trading activity for the Company’s Common Stock can be viewed at www.otcmarkets.com. The following table sets forth the high and low sale prices of the Common Stock for the periods noted.

Holders

As of March 20, 20172022, there were approximately 146124 holders of record of our Common Stock.

Dividends

To date, the Company has not paid any dividends on its Common Stock and does not anticipate paying any such dividends in the foreseeable future. The declaration and payment of dividends on the Common Stock is at the discretion of the Board of Directors and will depend on, among other things, the Company'sCompany’s operating results, financial condition, capital requirements, contractual restrictions or such other factors as the Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

None

All securities sold during 2016 by the Company were either previously reported on a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K filed with the SEC.

Issuer Purchases of Equity Securities

None.

Item 6.Selected Financial Data[Reserved]

Not applicable.

Item 7.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

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”).

Overview and Recent Developments

The Company is a leading supplier of DTM software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow 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. 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 made available to its customers significant expense reduction by enabling a completely electronic document and workflow process, as well as the resulting reduction in mailing, scanning, filing and other costs related to the use of paper.

On November 30, 2015, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the name change and a change to the trading symbol of its Common Stock from “CICI” to “ISGN” be approved. On December 11, 2015, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to change its name from Communication Intelligence Corporation to iSign Solutions Inc. Pursuant to FINRA rules, the change in the Company’s name and trading symbol became effective at the open of business on December 14, 2015.

On January 20, 2016, the Company held its Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on (i) an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of Common Stock in a range of not less than 1-for-750 and not more than 1-for-1,250, (ii) amendments to the certificates of designation for each series of the Company’s preferred stock (“Preferred Stock”) to, among other things, (a) automatically convert the respective series of our Preferred Stock into shares of Common Stock upon the closing of a firm-commitment underwritten public offering of shares of our Common Stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of the respective series of our Preferred Stock, and (iii) a Second Amended and Restated Certificate of Incorporation to integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation and further amend those provisions by, among other things, decreasing our authorized Common Stock and Preferred Stock. The voting results of the Special meeting are incorporated herein by reference to the Company’s Form 8-K dated January 22, 2016 filed with the Securities and Exchange Commission on January 22, 2016.

On May 19, 2016, the Company closed an underwritten public offering of 690 shares of Common Stock at a public offering price of $1.74 per share. In addition, the Company sold 345 warrants, at a public offering price of $0.01 per warrant, to purchase shares of Common Stock. The warrants expire on May 18, 2021 and have an exercise price of $2.175 per share. The Company raised gross cash proceeds of $1,204 before deducting underwriting discounts and commissions and other offering expenses of $780. As a result of the consummation of the offering, each series of the Company’s outstanding Preferred Stock, including accrued and unpaid dividends through May 19, 2016, were converted into shares of Common Stock.

In conjunction with the sale of Common Stock, $1,188 of short-term debt, including accrued interest of $120, was converted into 683 shares of the Company’s Common Stock. The Company issued warrants to purchase 854 shares of Common Stock with the conversion of the short–term debt. The Company ascribed a relative fair value of $586 to the warrants using the Black-Scholes-Merton valuation model, which was charged to additional paid-in capital during the quarter ended June 30, 2016.

In addition to the conversion of the short-term debt, approximately $498 of deferred compensation, including accrued interest of $59, was converted into 286 shares of the Company’s Common Stock. The Company issued warrants to purchase 352 shares of Common Stock with the conversion of the deferred compensation. The Company ascribed a relative fair value of $244 to the warrants using the Black-Scholes-Merton valuation model, which was charged to additional paid-in capital during the quarter ended June 30, 2016.

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, 2016,2021, the net losses attributable to common stockholdersloss aggregated approximately $12,676,$1,014, and at December 31, 2016,2021, the Company'sCompany’s accumulated deficit was approximately $130,615.$135,689.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. Since March 11, 2020 states in the U.S., including California, where the Company is headquartered, have begun to open up as the result of the development of vaccines to thwart the spread of the virus. New variants of COVID-19 have surfaced around the world, including the United States which may cause additional closures of economies depending on how virulent the new strains are. New COVID-19 variant outbreaks may further disrupted supply chains and affected production and sales across a wide range of industries. The extent of the impact of new COVID-19 outbreaks on our operational and financial performance will depend on certain developments, including the duration and further spread of the outbreak, continued impact on our customers, employees and vendors all of which are uncertain and cannot be predicted.

For the year ended December 31, 2016,2021, total revenue was $1,065, a decrease$1,078, an increase of $555,$112, or 34%12%, compared to total revenue of $1,620$966 in the prior year. The decrease in revenue is primarily attributable to the Company’s efforts to restructure its operations in favor of partner-generated recurring revenue.

For the year ended December 31, 2016,2020, software product revenue was $373, an increase of $126, or 51%, compared to product revenue of $247 in the prior year. Maintenance revenue for the year ended December 31, 2021 was $705, a decrease of $14, or 2%, compared to maintenance revenue of $719 in the prior year. The increase in product revenue is due to enhancements to the products through engineering services while the decrease in maintenance is due to the change by one customer to a maintenance contract on a time and material basis rather than an annual basis.

For the year ended December 31, 2021, operating expenses were $4,274,$1,339, a decrease of $1,171,$280, or 22%17%, compared to operating expenses of $5,445$1,619 in the prior year. The decrease in operating expenses resulted from reductions in the reductionamortization of 4 full time employees in salesstock based compensation and marketing, which change was made in connection with the Company’s efforts to restructure its operations in favor of partner-generated recurring revenue.professional service expenses. For the year ended December 31, 2016,2021, the loss from operations was $3,209,$261, a decrease of $616,$392, or 16%60%, compared withto a loss from operations of $3,825$653 in the prior year.year.

In the fourth quarter of 2015,On May 6, 2020, the Company entered into unsecured convertible promissory note purchase agreements with investors and affiliatesreceived loan proceeds in the amount of approximately $123 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Company aggregating $1,018 in cash. Promissory notesCoronavirus Aid, Relief and Economic Security Act (“CARES Act”), provided for loans, with a principal amountan interest rate of $1,068 plus accrued interest converted into shares1%, to qualifying businesses for amounts up to 2.5 times of our Common Stock on May 19, 2016. 

the average monthly payroll expenses of the qualifying business. The notesloans and accrued interest converted atwould be forgiven after a priceperiod of $1.74 per share into 683 shares of our Common Stock.either eight or twenty-four weeks, as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The holdersCompany use of the notes alsoloan proceeds met the conditions for forgiveness and the Company applied for full loan and interest forgiveness. In September 2021 the Company received 854 warrants to purchase 854 shares of Common Stock. Such warrants have a 5-year term and are exercisable at a price of $2.175 per share. The Company ascribed a relative fair valuenotification that the loan related to the warrants usingPaycheck Protection Program had been forgiven in full and the Black-Scholes-Merton valuation modelCompany record $125 in other income on the Statement of $586, which was chargedOperations related to additional paid-in capital during the quarter ended June 30, 2016.forgiveness of the debt plus accrued interest.

In August 2016,On February 28, 2021, the Company issued long-terman aggregate of $75 in unsecured convertible promissory notes, $30 to investorsrelated parties and affiliates of the Company aggregating $240 in cash. As the promissory notes were convertible into Common Stock at a conversion rate lower than the fair market value of the Common Stock at the time of issuance, the Company recorded $103 as a beneficial conversion feature, which was recorded as a debt discount in the balance sheet. The discount was amortized using the effective interest method over the term of the notes. The proceeds from the notes were used$45 to pay off the $200 promissory note outstanding plus accrued interest that was due on August 24, 2016. The August 2016 notes converted into 264 shares of Common Stock in November 2016 at which time the remaining debt discount was amortized. Post-conversion, the holders are entitled to receive, on a pro rata basis, cash payments payable from 3% of the revenue collected by the Company from its European customer, not to exceed one and one-half (1.5) times the aggregate principal amount of the notes.

In November 2016, the Company issued long-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $700 in cash.other investors. The Company also issued long-term unsecured convertible promissory notes to affiliatesreceived $15 in cash and $15 in exchange for an aggregate of $200account receivable advance, received in demand notes issuedthe prior year, from related parties, and $45 in September and October of 2016.cash from other investors. The unsecured notes are mandatorily convertible by the holder into Common Stockcommon stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion rate ofat a price equal to the lesser of $1.30$0.50 per share or the price per share of Common Stock, upon closing athe new debt and or equity financing of at least $1,000 in aggregate proceeds.financing. The notes bear interest at the rate of 6%10% per annum and are due December 31, 2018.2021.

In April 2021, the Company re-paid $49 of Accounts Receivable Advances and $6 in accrued but unpaid 5% advance fees to an affiliate. In addition the Company repaid to another affiliate $64 of Accounts Receivable Advances and $4 in accrued but unpaid 5% advance fees.

In June 2021, the Company paid the first installment in the amount of $40 plus accrued interest of $5 of a note entered into associated with a settlement agreement dated July 1, 2020 with one of its vendors. The remaining $90 plus interest at the rate of 4% per annum is due in two installments, June of 2022 and June of 2023.

On September 30, 2021 the Company issued warrantsa note to purchase 277 sharesone an affiliate investor and received $75 in cash. The note bears interest at the rate of Common Stock20% per annum and is due upon demand.

In November 2021, the Company received $100 in connection with these convertible notes.cash and issued notes aggregating $100 to a related and an unrelated party. The notes bear interest at the rate of 20% per annum and are due upon demand following ten calendar days prior written notice starting on March 29, 2022.

In December 2021, the Company ascribedreceived $50 in cash and issued a valuenote aggregating $50 to a related party. The note bears interest at the rate of $20420% per annum and is due upon demand following ten calendar days prior written notice starting on March 29, 2022.

In December the Company repaid $56 and $10 of accounts receivable advances to two related parties, respectively. In addition the Company paid the 5% accounts receivable advance fees, to the warrants and recorded a discount to the long-term notes payable and a corresponding amount to additional paid-in capital. The discount is being amortized using the effective interest method over the term of the notes.

related parties.

The Company is using the funds received from the above financings for working capital and general corporate purposes.

The Company recorded $390 in debt discount amortization for the twelve months ended December 31, 2016 related to the above debt financings.

New Accounting Pronouncements

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

Critical Accounting Policies

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, stock based compensation 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 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.

Valuation of equity warrants:The Company values warrants issued using the Black-Scholes-Merton pricing model.

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.

The conversion option included within the unsecured convertible promissory notes is accounted for as a derivative liability at its estimated fair value. The derivative is subject to re-measurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion or maturity of the unsecured convertible promissory note purchase agreements.

Revenue: The Company’s principal sources of revenues are from the sale of software products, SOW (engineering services), annual software product, and software maintenance contracts. The Company also derives revenue from customers based on the numbers of signatures produced by the Company’s signature software solutions imbedded within the customer’s product.

Revenue from contracts with customers is recognized using the following five steps:

Revenue:Contracts contain performance obligation(s) for the transfer goods or services to a customer. The performance obligations are a promise (or a group of promises) that are distinct. The transaction price is the amount of consideration a Company expects to receive from a customer in exchange for satisfying the performance obligations specified in the contract.

Contracts may contain one or more performance obligations (a good or service). Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise performance obligations will be combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct.

The transaction price is allocated to all separate performance obligations within the contract based on their relative standalone selling prices (“SSP”). The best evidence for SSP is the price the Company would charge for that good or service when sold separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company would use the best estimate of SSP in the allocation of transaction price.

The transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company’s experience with similar arrangements. The transaction price also reflects the impact of the time value of money if there is a significant financing component present in an arrangement. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes.

Revenue is recognized when earnedthe Company satisfies each performance obligation identified within the contract by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in accordancetime or over time depending on the nature of the arrangement.

Deferred revenue represents the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Our payment terms do not vary by the type of products or services offered. The term between invoicing and when payment is due is not significant. During the year ended December 31, 2021, the Company recognized $215 of revenue that was included in deferred revenue at the beginning of the period.

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

The Company transfers all of its goods and services electronically with the applicable accounting guidance. The Company recognizes revenueassociated costs recorded in cost of sales in the Company’s Condensed Consolidated Statements of Operations.

Software. Revenue from salesthe sale of software products upon shipment, provided that persuasive evidenceis recognized when the control is transferred. For most of an arrangement exists, collectionthe Company’s software product sales, the control is determined to be probable, all non-recurring engineering work necessary to enabletransferred at the Company'stime the product to function withinis electronically transferred because the customer's applicationcustomer has been completedsignificant risks and rewards of ownership of the asset and the Company's productCompany has been delivered accordinga present right to specifications.payment at that time.

Statement of Work (SOW). Revenue from service subscriptionsSOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer.

Transactional revenue. For transactional type contracts, the Company’s performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months.

Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company’s signature software on an annual basis. Maintenance and support costs are incurredincluded in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the servicecontract period, whichevergenerally one year.

Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is longer.

Software license agreements may contain multiple elements, including upgrades and enhancements, products deliverablerecognized on a when and if availablestraight line basis and post-contract support. Revenue from software license agreements is recognized upon deliveryover the period of the software, providedcontract.

Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements 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 withinclude multiple deliverables, theperformance obligations. The Company allocates consideration at the inception of an arrangementtransaction price to all of its deliverablesseparate performance obligations based on their relative standalone selling prices which(“SSP”). The Company’s best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are determined using vendor-specific objective evidence.

Maintenance revenue is recordednot always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company’s process for post-contract supportdetermining best estimate of SSP involves management’s judgment, and upgradesconsiders multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or enhancements, which is paid for in additionshould future facts and circumstances lead the Company to license fees, and isconsider additional factors, the Company’s best estimate of SSP may also change.

Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered.

Significant Judgments. The Company may exercise significant judgment when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together.

Practical Expedients and Exemptions. Under Topic 606, incremental costs of obtaining a contract, such as sales commissions, are capitalized if they are expected to be recovered. Expensing these costs as they are incurred is not permitted unless they qualify for the practical expedient. The Company elected the practical expedient to expense the costs to obtain a contract as incurred when the expected amortization period is one year or overless.

The Company elected the supportpractical expedient under Topic 606 to not disclose the transaction price allocated to remaining performance obligations, since the majority of the Company’s arrangements have original expected durations of one year or less, or the invoicing corresponds to the value of the Company’s performance completed to date.

The Company elected the practical expedient that allows the Company to not assess a contract for a significant financing component if the period whicheverbetween the customer’s payment and the transfer of the goods or services 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.one year or less.

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 at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. Estimation of future cash flows from the products considers the following additional factors:

Customer Base: To date, the Company'sCompany’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'smanagement’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'sCompany’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'sCompany’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, 2016,2021 of approximately $26,995$14,498 based upon the Company'sCompany’s history of losses.

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

Results of Operations – Years Ended December 31, 20162021 and December 31, 20152020

Revenue

For the year ended December 31, 2016,2021, total revenue was $1,065, a decrease$1,078, an increase of $555,$112, or 34%12%, compared to total revenue of $1,620$966 in the prior year. For the year ended December 31, 2016,2021, software product revenue was $325, a decrease$373, an increase of $413,$126, or 56%51%, compared to product revenue of $738$247 in the prior year. Maintenance revenue for the year ended December 31, 2016,2021, was $740,$705, a decrease of $142,$14, or 16%2%, compared to maintenance revenue of $882$719 in the prior year. The decreaseincrease in software product revenue andis primarily attributable to the increase in engineering service revenue. The decrease in maintenance revenue is primarily attributable to the Company’s efforts to restructure its operations in favor of partner-generated recurring revenue.existing customers renewing maintenance contracts at higher price points.

Cost of Sales

For the year ended December 31, 2016,2021, cost of sales was $386,$134, a decrease of $133,$12, or 26%8%, compared to cost of sales of $519$146 in the prior year. The decrease was primarily due to lower revenuea decrease in bothdirect engineering costs associated with the mix of engineering service and software product and maintenancerevenue during the year ended December 31, 20162021 compared to the prior year.

Operating Expenses

Research and Development Expenses

For the year ended December 31, 2016,2021, research and development expenses were $1,322,$547, a decrease of $449,$31, or 25%5%, compared to research and development expenses of $1,771$578 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 factorfactors contributing to the decrease in research and development expenses was a decrease in the number ofstock option compensation expense, a reduction in outside engineering personnel. In addition,expense and the reduction in allocated facilities expenses. The reductions were enhanced by an increase in direct labor transfers to cost of sales increased due to the increase in non-recurring engineering orders and maintenance.service revenue. For the year ended December 31, 2016,2021, total research and development expenses before IT and cost of sales allocations were $1,756,$692, a decrease of $593,$31, or 25%4%, compared to $2,349$723 of total research and development expenses before allocations in the prior year.

Sales and Marketing Expenses

For the year ended December 31, 2016,2021, sales and marketing expenses were $406,$96, a decrease of $574,$13, or 59%16%, compared to sales and marketing expenses of $980$83 in the prior year. The decrease was primarily attributable to a decrease in salaries and wages in connection with the Company’s efforts to restructure its operations in favorsales of partner-generated recurring revenue.commissionable customer accounts.

General and Administrative Expenses

For the year ended December 31, 2016, general and2021, administrative expenses were $2,160,$562, a decrease of $15,$250, or 1%31%, from general andcompared to administrative expenses of $2,175$812 in the prior year. The decrease was primarily attributabledue to a decrease in salary for one full time position starting instock related compensation expense of $210 and accounting and auditing fees of $57 compared to the third quarter of 2016 partiallyprior year period. The decreases were offset by an increaseincreases in franchise taxes.

other overhead

Other Income (Expense), Net

Other income (expense), net, for the year ended December 31, 2021, was an expense$125, a decrease of $12, an increase of $9,$310, or 300%71%, compared to an expenseincome of $3$435 in the prior year. The increase wasdecrease in other income and expense is due primarily due to the accrualforgiveness in the prior year of a penalty for$435 of negotiated settlements of accounts payable compared to the late filingforgiveness of certain tax forms for 2015.the paycheck protection program amount of $125.

Interest Expense

For the year ended December 31, 2016,2021, related party interest expense was $103,$127, an increase of $72,$23, or 232%22%, compared to related party interest expense of $31$104 in the prior year. For the year ended December 31, 2016,2021, other party interest expense was $115,$222, an increase of $92,$20, or 400%10%, compared to other party interest expense of $23$202 in the prior year. The increase in interest expense is primarily due to the increase in borrowings and interest associated with increases in foreign revenues compared to the prior year period.

For the year ended December 31, 2016,2021, the Company recorded $390$0 in debt discount amortization associated with its short-term borrowings. For the year ended December 31, 2020, the Company recorded $3 in debt discount amortization associated with its short-term borrowings, $87$1 of which is attributable to related parties and $303$2 of which is attributable to other investors, compared to $53 in the prior year, $11investors. As of which is attributable to related parties and $42 of which is attributable to other investors.

The change in fair value of derivative liabilities resulted in a non-cash gain of $330, an increase of $312, or 1733%, compared to a gain of $18 in the prior year.

For the year ended December 31, 2016, accretion2020 the entire amount of debt discount has been fully amortized.

The due date of the beneficial conversion feature on Preferred Stock with an exercise price less than the closing market price on May 19, 2016 (for the Series C Preferred Stock and Series D-1 Preferred Stock, as defined below)notes was $245, a decrease of $281, or 53%, comparedextended again in November 2021 to $526 in the prior year period. The decrease is 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 Cumulative Convertible Preferred Stock (“Series A-1 Preferred Stock”), Series B Participating Convertible Preferred Stock (“Series B Preferred Stock”), Series C Participating Convertible Preferred Stock (“Series C Preferred Stock”) and Series D Convertible Preferred Stock (“Series D Preferred Stock”). For the year ended December 31, 2016, dividends on shares of Preferred Stock were $1,313, a decrease of $1,863, or 59%, compared to $3,176 in the prior year period. The decrease is attributable to the conversion of all Preferred Stock to Common Stock on May 19, 2016.2022.

Liquidity and Capital Resources

CashAt December 31, 2021, cash and cash equivalents totaled $389$40, compared to cash and cash equivalents of $26 at December 31, 2016,2020. Net cash used by operating activities was $89. Cash of $107 was provided by financing activities, offset by $4 used in investing activities. At December 31, 2021, total current assets were $186, compared to $846total current assets of $136 at December 31, 2015.

The2020. At December 31, 2021, the Company’s principal sources of funds included its aggregated cash used in operations was primarily attributable to the net lossand cash equivalents of $3,499, including a $330 gain on derivative liability. These amounts were partially offset by non-cash depreciation and amortization charges of $362, amortization of debt discount of $390 and stock-based employee compensation of $164.$40.

Proceeds from financing activities consisted of $440 from the issuance of short-term debt, $700 from the issuance of long-term debt and $424 from the sale of Common Stock and warrants. Payments on short-term debt were $200.

Accounts receivable were $137$124 at December 31, 2016,2021, an increase of $43,$24, or 46%24%, compared to accounts receivable of $94$100 at December 31, 2015. Accounts receivable at December 31, 2016 and 2015, are net of $63 and $22, respectively, of allowances provided for potentially uncollectible accounts.2020. The increase in accounts receivable is primarily attributable to slower collectionsan increase in orders billed in the fourth quarter ended December 31, 2016.2021 compared to the prior year.

Prepaid expenses and other current assets were $56$22 at December 31, 2016, a decrease2021, an increase of $316,$12, or 85%120%, compared to prepaid expenses and other current assets of $372$10 at December 31, 2015.

2020. The increase was primarily due to the increase in prepaid insurance and a prepayment of future credit card expense.

Short-term debt was $0$3,024 at December 31, 20162021, an increase of $29, or 1%, compared to $991$2,995 in the prior year. See financing transactions below. Short term debt includes principal amount on notes for $2,724, accounts receivable advances of $255, and a vendor note of $45. The PPP loan was of $123 was forgiven in September 2021. The Company negotiated an extension of the due date of the notes to December 31, 2022.

Accounts payable were $378 at December 31, 2015.

Accounts payable were $1,3682021, an increase of $25, or 7%, compared to $353 at December 31, 2016, an increase of $581, or 74%, compared to $787 at December 31, 2015.2020. The increase is due primarily to liabilities incurred associated withan increases in professional services compared to the proposed public offering.prior year.

Other current liabilities, which include accruedAccrued compensation were $762was $69 at December 31, 2016,2021, a decrease of $13 or 16%, compared to $878$82 at December 31, 2015,2020. The decrease was due primarily to reduction in accrued but unpaid vacation expense. There was no change in the amount of deferred compensation of $219 at December 31, 2021 compared to the prior year. The deferred compensation amount represents amounts owed to former employees.

Other accrued liabilities including the long term portion were $2,096 at December 31, 2021, compared to $1,879 at December 31, 2020, an increase of 217, or 12%. The increase is primarily attributable to the accrual of certain franchise taxes and professional service fees. The increase was offset by $280 conversion of long-term professional service fees owed to SG Phoenix into 560 shares of common stock by an affiliate of the company.

Deferred revenue was $196 at December 31, 2021, a decrease of $116,$19, or 13%. The decrease is primarilyattributable to the conversion of certain accrued liabilities to Common Stock on May 19, 2016.

Deferred revenue, including the long-term portion, was $573 at December 31, 2016, a decrease of $266, or 32%9%, compared to deferred revenue, of $839$215 at December 31, 2015.2020. The decrease is primarily due to the recognition of revenue from the renewal of a five-yearone customer renewing their maintenance contract with oneon a time and material basis rather than an annual bases. The Company records deferred maintenance when the billing is collected.

Financing Transactions

Advances:

In March 2021, the Company received, from related parties, advances aggregating $25 in cash against certain accounts receivable of the Company’s customers in December 2015.

Financing Transactions

For the year ended December 31, 2016,Company. Upon collection of an invoice, the Company exercised its optionagreed to pay in kindrepay the accrued dividends on Preferred Stock as follows:

In the fourth quarter of 2015, the Company entered into unsecured convertible promissory note purchase agreements with investors and affiliates of the Company aggregating $1,068 in cash. Promissory notes with a principal amount of $1,068 plus accrued interest converted into shares of our Common Stock on May 19, 2016. 

The notes and accrued interest converted at a price of $1.74 per share into 683 shares of our Common Stock. The holders of the notes also received warrants to purchase 854 shares of Common Stock. Such warrants have a 5-year term and are exercisable at a price of $2.175 per share. The Company ascribed a relative fair valueadvance to the warrants using the Black-Scholes-Merton valuation model of $586, which was charged to additional paid-in capital during the quarter ended June 30, 2016.

In August 2016, the Company issued long-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $240 in cash. As the promissory notes were convertible into Common Stock at a conversion rate lower than the fair market value of the Common Stock at the time of issuance, the Company recorded $103 as a beneficial conversion feature, which was recorded as a debt discount in the balance sheet. The discount was amortized using the effective interest method over the term of the notes. The proceeds from the notes were used to pay off the $200 promissory note outstanding plus accrued interest that was due on August 24, 2016. The August 2016 notes converted into 264 shares of Common Stock in November 2016 at which time the remaining debt discount was amortized. Post-conversion, the holders are entitled to receive,lenders on a pro rata basis together with a 5% advance fee. The Company accrued $1 in advance fees recorded as interest expense on the Statement of Operations.

In April 2021, the Company re-paid $49 of Accounts Receivable Advances and $6 in accrued but unpaid 5% advance fees to an affiliate. In addition the Company repaid to another affiliate $64 of Accounts Receivable Advances and $4 in accrued but unpaid 5% advance fees.

In July 2021, the Company received $10,000 in cash payments payable from 3%an affiliate as an advance against certain accounts receivable. The company accrued a 5% advance fee and recorded $500 as interest expense during the three months ended September 30, 2021. Upon collection of the revenue collected byaccounts receivable the Company will repay the advance plus the 5% fee.

In August and September 2021, the Company received $50,000 and $36,000, respectively in cash from its European customer, not to exceed onean affiliate as advances against certain accounts receivable. The company accrued a 5% advance fees in August and one-half (1.5) timesSeptember 2021, and recorded $4 as interest expense during the aggregate principal amountthree months ended September 30, 2021. Upon collection of the notes.accounts receivable the Company will repay the advances plus the 5% fee.

In December 2021, the Company re-paid $66 in Accounts Receivable Advances and $3 in accrued but unpaid 5% advance fees to two related parties.

In November 2016,

Debt:

On February 28, 2021, the Company issued long-terman aggregate of $75 in unsecured convertible promissory notes, $30 to investorsrelated parties and affiliates of the Company aggregating $700 in cash.$45 to other investors. The Company also issued long-term unsecured convertible promissory notes to affiliatesreceived $15 in cash and $15 in exchange for an aggregate of $200account receivable advance, received in demand notes issuedthe prior year, from related parties, and $45 in September and October of 2016.cash from other investors. The unsecured notes are mandatorily convertible by the holder into Common Stockcommon stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion rate ofat a price equal to the lesser of $1.30$0.50 per share or the price per share of Common Stock, upon closing athe new debt and or equity financing of at least $1,000 in aggregate proceeds.financing. The notes bear interest at the rate of 6%10% per annum and are due December 31, 2018.2022.

In June 2021, the Company paid the first installment in the amount of $40 plus accrued interest of $5 of a note entered into associated with a settlement agreement dated July 1, 2020 with one of its vendors. The remaining $90 plus interest at the rate of 4% per annum is due in two installments, June of 2022 and June of 2023.

In August 2021 the Company issued 277 warrantsapplied for full loan and interest forgiveness of its PPP loan. In September 2021 the Company received notification that the PPP had been forgiven in connection with these convertible notes. Thefull and the Company ascribed a valuerecord $125 in other income on the Statement of $204 to the warrants and recorded a discount to the long-term notes payable and a corresponding amount to additional paid-in capital. The discount will be amortized using the effective interest method over the term of the notes.

The Company used the funds received from the above financings for working capital and general corporate purposes.

The Company recorded $390 in debt discount amortization for the twelve months ended December 31, 2016Operations related to the aboveforgiveness of the debt financings.plus accrued interest.

In September 2021 the Company received notification that the loan related to the Paycheck Protection Program had been forgiven in full. The Company record $125 of other income on the Statement of Operations related to the forgiveness of the debt plus accrued interest.

On September 30, 2021 the Company issued a note to one an affiliate investor and received $75 in cash. The note bears interest at the rate of 20% per annum and is due upon demand following ten calendar days prior written notice starting on January 1, 2022.

In November 2021, the Company received $100 in cash and issued two notes in the amount of $50 each to a related and an unrelated party. The notes bear interest at the rate of 20% per annum and are due upon demand following ten calendar days prior written notice starting on March 29, 2022.

In December 2021, the Company received $50 in cash and issued a note aggregating $50 to a related party. The note bears interest at the rate of 20% per annum and is due upon demand following ten calendar days prior written notice starting on March 29, 2022.

Contractual Obligations

The Company had the followingno material commitments as of December 31, 2016:2021.

Item 7A.Quantitative and Qualitative Disclosures Aboutabout Market Risk

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.

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'sCompany’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'sCompany’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'sCompany’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'sCompany’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.

Risks and Uncertainties. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency.  The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries.  The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted.  At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

Item 8.Financial Statements and Supplementary Data

The Company'sCompany’s audited consolidated financial statements for the years ended December 31, 20162021 and 2015,2020, and for each of the years in the two-year period ended December 31, 2016,2021, begin on page F-1 of this Annual Report on Form 10-K, and are incorporated into this item by reference.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None

None

Item 9A.Controls and Procedures

Disclosure Controls and Procedures

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 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 effective to ensure that the information required to be disclosed in reports we file or submit 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.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 identified the following material weaknesses:

As previously reported in our Annual Reporta small company with limited resources that are mainly focused on Form 10-K for the Year Ended December 31, 2014, we had material weaknesses in our internal control over financial reporting related to the employmentdevelopment and sales of an insufficientsoftware products and services, iSign does not employ a sufficient number of staff in ourits finance department to possess an optimal segregation of duties or to provide optimal levels of oversight. WithThis has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement to occur in future periods while it employs the oversightcurrent number of seniorpersonnel in its finance department.

Based on its assessment, our management we have taken steps to remediate the underlying causesconcluded that, as of these material weaknesses, primarily through hiring additional finance personnel and engaging accounting experts to review complex accounting matters when required. We believe we have taken the necessary steps to remediate the material weaknesses in our internal controls.

Except for the remediation efforts described herein there has been no change inDecember 31, 2021, our internal control over financial reporting duringwas not effective. Management believes that the year ended December 31, 2016identified weaknesses have not affected our ability to present GAAP-compliant 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 has materially affected, or is reasonablyits 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’s Remediation Initiatives

Management conducts a number of activities to address the material weaknesses noted above, including but not limited to the following:

Elements of our remediation plan can only be accomplished over time and we can offer no assurances that those initiatives will ultimately have the intended effects. Ultimately, revenue growth and performance improvements are the most likely avenue to materially affect, ourgreater resources that will improve the Company’s internal control over financial reporting.controls.

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.

Changes in Internal Control over Financial Reporting

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, 20162021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable

PART III

Item 10.Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information concerning the Company’s directors and executive officers:

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

Philip S. Sassowerhas served as the Company’s Chairman and Chief Executive Officer since August 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, and until his retirement in October 2017, Mr. Sassower has served as Chief Executive Officer of Xplore Technologies Corp. (NASDAQ:XPLR) sincefrom February 2006 and has beenas 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.

Michael Engmannhas served as the Company’s CFO since July 2021, Co-Chairman since October 2015.2015, and as the Company’s Chief Operating Officer since May 2017. Mr. Engmann is Chairman of Engmann Options, a family trading and investment holding company and has served in that capacity since 1978. Mr. Engmann has approximately 40 years of experience in building successful financial service companies. He began his career as a trader and was one of the early market-makers in the Pacific Stock Exchange’s options program. He (i) founded, in 1980, Sage Clearing Corporation, a stock and options clearing company for professional traders, which was sold to ABN Amro Inc. in 1988, (ii) founded, in 1982, Preferred Trade, Inc., a broker-dealer providing research and trade execution services, which was sold to Fimat in May 2005, and (iii) acquired in 2001 Revere Data LLC, a global financial and market data company, which was sold to Factset in 2013.in2013. Mr. Engmann’s qualifications to serve on the Board of Directors include more than 40 years of business and investment experience.

Andrea Gorenhas served as a director since August 2010. Mr. Goren was appointedheld the office of the Company’s Chief Financial Officer infrom December 2010.2010 to June of 2021. Mr. Goren is was named Chief Financial Officer of INVO Bioscience, Inc. (NASDAQ: INVO), a medical device company, in June 2021 and 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 beenwas a director of Xplore Technologies Corp. (NASDAQ:XPLR) sincefrom December 2004 and serves on its Executive Committee,to July 2018, 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 17over 20 years of private equity investing and his extensive experience working with management teams and boards of directors.

William Keiper was appointed the Company’s President and Chief Operating Officer in December 2010. Mr. Keiper is Managing Partner of FirstGlobal Partners LLC where he specializes in working with investors and Boards of Directors in resolving issues related to business continuity, performance and sustainable value creation. Mr. Keiper has over 30 years of business experience, more than 18 of which have been in the management of software, technology and IT product distribution and services organizations. He was President and Chief Executive Officer of Hypercom Corporation (NYSE: HYC) from 2005 to 2007 and served as a member of its Board of Directors from 2000 to 2007. He was Chairman and Chief Executive Officer of Arrange Technology LLC, a software development services outsourcing company, from 2002 to 2005. From 1997 to 2002, he served as a principal in mergers and acquisitions firms serving middle market software and IT services companies. He was Chief Executive Officer of Artisoft, Inc., a public networking and communications software company, from 1993 to 1997, and its Chairman from 1995 to 1997. He held several executive positions, including President and Chief Operating Officer, of MicroAge, Inc., an indirect sales-based IT products distribution and services company, from 1986 to 1993, where he was a key executive in helping to profitably drive more than a billion dollar revenue increase over the course of his tenure with the company.

Francis J. Elenio has served as a director since November 2015, after having served as a director of the Company from August 2010 to October 2011. Since November 2005, Mr. Elenio has served as Managing Director of Reeff Consulting LLC, a financial and business advisory firm providing outsourced accounting and consulting services for start-up to midsized companies. Mr. Elenio also served as Chief Financial Officer of Signal Point Communications Corp. from February 2011 to October 2013. Mr. Elenio has over 25 years of experience working with corporations as a strategic, solution-driven professional focused on finance and accounting, operations and turn-around management. Mr. Elenio has served at the CFO level at numerous public and private companies, including Wilshire Enterprises, Inc., a real estate investment and management company, WebCollage,Web Collage, Inc., an internet content integrator for manufacturers, GoAmerica,Go America, Inc., a wireless internet service provider and Roomlinx, Inc., a provider of wireless high speed internet access to hotels and conference centers. Mr. Elenio is a CPA and received an MBA. Since September 2007, Mr. Elenio has also been an Adjunct Professor of Finance at Seton Hall University. Mr. Elenio serves on the Company’s audit committee. Mr. Elenio’s qualifications to serve on the Board of Directors and Audit Committee include his experience as a CFO working with technology companies like iSign.

Stanley L. Gilberthas served as a director since October 2011. Mr. Gilbert has more than 4556 years of experience as a lawyer with primary specialties in wills, trusts, estate planning and administration, as well as tax planning. Mr. Gilbert is Founder, and, has been President of Stanley L. Gilbert PC since 1982. Mr. Gilbert has also been a partner of a number of law firms, including Nager Korobow, Bell Kallnick Klee and Green, and Migdal Pollack Rosenkrantz and Sherman. Mr. Gilbert has served as a Director of Planned Giving at Columbia University Medical Center’s Nathaniel Wharton Fund, which supports a broad variety of projects in basic research, clinical care and teaching since 2001. Mr. Gilbert was elected by a majority of iSign’s Series B Preferred Stock and Series C Preferred stockholders voting together as a separate class on an as converted to Common Stock basis, and serves on iSign’s audit and compensation committees. Mr. Gilbert’s qualifications to serve on the Board of Directors include his significant tax and accounting expertise acquired through his years of practicing law.

Jeffrey Holtmeier has served as a director since August 2011. Mr. HoltmeierJeff has more than 2530 years of successful entrepreneurship inentrepreneurial track record and was awarded the technology and communications fields. As CEO of GENext from 2001 to present, and through its subsidiary China US Business Development, LLC, Mr. Holtmeier has assisted many US companies in establishing relationships in China, where he also co-founded Koncept International, Inc., a Chinese-based VoIP and digital media technology company. Prior to his involvement in the Chinese market, Mr. Holtmeier founded, built over seventeen years and successfully sold InfiNET in 2001 to Teligent, a NASDAQ listed company. Mr. Holtmeier was a recipient of the prestigious coveted USA Today/NASDAQ/Ernst & Young NASDAQ/USA Today “EntrepreneurEntrepreneur of the Year” award in 1999,Year honor and was a finalist for the International Business Award. Jeff also has served on the boards of numerous corporations and non-profit organizations. He serves on iSign’s audit and compensation committees. Mr. Holtmeier’s qualifications to serve on the Board of Directors include hisdeep boardroom experience as a successful entrepreneurresult of service on the Boards of Directors of several U.S. and Chinese companies, both public and private. He is also a significant contributor in the non-profit world in his experience in establishing business relationships in China.local community, with over thirty years of board leadership and service for programs addressing homelessness and people with special needs.

David E. Welchhas served as a director since March 2004. From July 2002 to present Mr. Welch has been the principal of David E. Welch Consulting, a financial consulting firm. Mr. Welch has also been Vice President of Operations at Vertex Innovations, Inc., from June 2015 to present.April 2017. Mr. Welch was Vice President and Chief Financial Officer of American Millennium Corporation, Inc., a provider of satellite-based asset tracking and reporting equipment, from April 2004 to September 2014. Mr. Welch was Vice President and Chief Financial Officer of Active Link Communications, a manufacturer of telecommunications equipment, from 1999 to 2002. Mr. Welch has held positions as Director of Management Information Systems and Chief Information Officer with Micromedex, Inc. and Language Management International from 1995 through 1998. Mr. Welch other directorships have been with AspenBioAspen Bio Pharma, Inc., from 2004 to 2017, PepperBallPepper Ball Technologies, Inc. from January 2007 to January 2009 and Advanced Nutraceuticals, Inc., from 2003 to 2006. Mr. Welch is a Certified Public Accountant licensed in the state of Colorado. He serves on iSign’s audit and compensation committees. Mr. Welch’s qualifications to serve on the Board of Directors include his significant accounting and financial expertise.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company'sCompany’s officers, directors and persons who own more than ten percent of a registered class of the Company'sCompany’s equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company'sCompany’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 individuals Section 16 filings wereof Form 4’s dated June 28, 2021 was not timely filed for the year ended December 31, 2016: the Form 4 for Andrea Goren, Philip Sassower, Stanley Gilbert, Jeffrey Holtmeier and William Keiper dated May 19, 2016, the Form 4 for Andrea Goren, Stanley Gilbert dated November 3, 2016.2020: Mr. Sassower.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, referred to as our Code of Business Conduct and Ethics, which applies to all of our directors, officers, and employees, including our principal executive officer, our principal financial and accounting officer, and our Chief Technology officer. A copy of the Code of Business Conduct and Ethics is posted on the Company’s web site, atwww.isignnow.com. www.isignnow.com.

Audit Committee Financial Expert

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.

Item 11.Executive Compensation

Summary Compensation Table (in dollars)

Mr. KeiperEngmann is retained by the Company throughwithout an Advisory Services Agreement (the “FGP Agreement”) with First Global Partners, LLC (“FGP”).agreement. Mr. KeiperEngmann’s service as Chief Financial Officer and Co-Chairman and Chief Operating Officer is Managing Partner of FGP. The initial term of the FGP Agreement was two years and it automatically renews for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intentmonth to terminate at least 90 days prior to the then-current term. FGPmonth. Mr. Engmann is currently entitled to receive a cash sum payment of $5,000 (“FGP Fee”)$6,500 per month. In addition, FPG is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the FGP 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 FGP in 2016. Under the FGP Agreement, FGP furnishes, at its own expense, all materials and equipment necessary to carry out the terms of the FGP Agreement. The Company has agreed to pay FGPMr. Engmann for reasonable and documented out of pocket expenses incurred for Services rendered by FGP during the term of the FGP Agreement,him, as long as FGPhe obtains written approval of the Company prior to incurring any significant expense.

Mr. Goren isand Mr. Sassower are 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 initial term of the SGP Agreement was two years and it automatically renews 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 currently is entitled to receive a cash sum payment of $7,500$6,500 (“SGP 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 SGP 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 2016.2020. 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.

Outstanding Equity Awards at December 31, 20162021

The following table summarizes the outstanding equity award holdings held by our named executive officers. The amounts are not stated in thousands.

Option Exercises and Stock Vested

There were no stock options exercised during the twelve months ended December 31, 20162021 and 2015.2020.

Director Compensation

The following table provides information regarding the compensationnon-employee directors of the Company’s non-employee directorsreceived no compensation for the year ended December 31, 2016:2020:

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information as of March 20, 2017,21, 2021, 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"“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 iSign Solutions, Inc., 20252033 Gateway Place, Suite 485,659, San Jose California 95110-1413. The amounts are not stated in thousands.

*       Less than 1%.