FiledAs filed with the Securities and Exchange Commission on August 18, 2008May 11, 2016

Registration No. -                333-208601

CALCULATION OF REGISTRATION FEE

(1) All 33,410,714

The registrant hereby amends this registration statement are to be offered by the selling stockholders. In accordance with Rule 416 under the Securities Act of 1933, as amended, the number of shares to be registered includes such indeterminate number of additional shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the bid and asked prices of the Registrant’s common stock on August 15, 2008, as reported on the Over-The-Counter Bulletin Board.

(3) Includes 25,982,143 shares of common stock issuable upon the exercise of warrants and 7,428,571 shares of common stock issuable upon the conversion of convertible preferred stock held by the selling stockholders.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementthe registration statement shall become effective on such date as the Commission, acting pursuant to said Sectionsection 8(a), may determine.

RISK FACTORS

Investing in our common stock and warrants involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our common stock and warrants. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our common stock and warrants to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.

Risks Related To Our Business

We have a history of net losses and we may incur additional losses.Our audit report in this prospectus states that our significant recurring losses and accumulated deficit raise substantial doubt about our ability to continue as a going concern.

Except for the year ended December 31, 2004, in each year since our inception we have incurred losses. As of June 30, 2008, ourFor the two-year period ended December 31, 2015, net losses attributable to common stockholders aggregated approximately $15.0 million, and, at December 31, 2015, the Company’s accumulated deficit was approximately $93.6 million;$127.1 million. In each of our last three fiscal years, our auditors have raised substantial doubt about our ability to continue as a going concern. Historically, our losses have resulted primarily from expenses incurred in connection with the research and development of our products and from general administrative expenses. We may continue to incur additional operating losses as we continue our research and development efforts, introduce new products and expand our sales and marketing activities. We cannot assure you that our revenue will increase or that we will be profitable in any future period.

Since our revenue is highly dependent on a relatively small number of products, any significant reduction of sales of these products would materially harm our operating results.

·Because our revenue is derived substantially from sales of our SignatureOne® and iSign® suite of products, we are highly dependent upon the continued market acceptance of these products. We cannot assure you that the SignatureOne® and the iSign® suite of products will continue to achieve acceptance in the marketplace. Any significant reduction of sales of either the SignatureOne® and/or the iSign® suite of products would materially harm our operating results.

In fiscal year 2015, approximately 47% of our revenue was derived from three of our customers. If we are unable to replace revenue generated from one of our major customers with revenue from others in future periods, our revenue may materially decline and our growth would be limited.

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 accounted for 24%, 13% and 10%, respectively, of total revenue for the year ended December 31, 2015. If we are unable to replace revenue generated from one of our major customers with revenue from others, our revenue may decline and our growth could be limited. In addition, one of our licensees, Cegedim SA, has the right to terminate its license agreement with us for any reason upon 180 days prior notice once the agreement’s initial five year term ends in January 2020. In the event that the license agreement were to be terminated, there may be significant adverse effects on our revenues and prospects.

We face competition from companies that have greater resources than we do and we may not be able to effectively compete against these companies.

We operate in a highly competitive industry. Currently, our primary competition for basic click-to-sign electronic signatures includes Adobe EchoSign, DocuSign and Silanis (which was recently acquired by VASCO Data Security International Inc.). Principal competition for handwritten biometric signatures includes SoftPro, Wondernet and signature pad vendors. Though we believe we have a competitive advantage by offering solutions with a variety of different electronic signature methods that enable users to sign virtually any document format, in any software environment, and on any hardware platform, there can be no assurance that competitors, including some with greater financial or other resources, will not succeed in developing products or technologies that are more effective, easier to use or less expensive than our products or technologies that could render our products or technologies obsolete or non-competitive. If we are unable to successfully compete with our competitors our sales would suffer and as a result our financial condition would be adversely affected.

If we are unable to successfully protect our intellectual property, our competitive position will be harmed.

Our ability to compete is heavily affected by our ability to protect our intellectual property. We rely on a combination of patent applications, trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. We have a policy to enter into confidentiality or license agreements with our employees, consultants and other parties with whom we contract, and seek to control access to and distribution of our software, documentation and other proprietary information. The steps we take to protect our intellectual property may be inadequate. Existing trade secret, trademark and copyright laws offer only limited protection. Unauthorized parties may attempt to copy aspects of our products or obtain and use information which we regard as proprietary. Policing unauthorized use of our products is difficult, time consuming and costly, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, the effect of either of which would harm our competitive position in the market.

Others could claim that we infringe on their intellectual property rights, which may result in costly and time consuming litigation and could delay or otherwise impair the development and commercialization of our products.

In recent years, there has been a significant increase in litigation in the United States involving patents and other intellectual property rights. We do not believe that our products infringe on the proprietary rights of third parties. There can be no assurance, however, that third parties will not claim such infringement by us or our licensees with respect to current or future products. Claims for alleged infringement and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our intellectual property rights. Any such claims, with or without merit, could be time consuming, expensive to defend, cause product shipment delays or require us to enter into a royalty or licensing agreement, any of which could delay the development and commercialization of our products or reduce our margins. If we are unable to obtain a required license, our ability to sell or use certain products may be impaired. In addition, if we fail to obtain a license, or if the terms of the license are burdensome to us, our operations could be materially harmed.

If we are unable to retain key personnel we may not be able to execute our business strategy.

Our operations are dependent on the abilities, experience and efforts of a number of key personnel, including Philip S. Sassower, the co-chairman of our board of directors and our chief executive officer, William Keiper, our president and chief operating officer, Nhan Nguyen, our chief technology officer, and Andrea Goren, our chief financial officer. Should any of these persons or other key employees be unable or unwilling to continue in our employ, our ability to execute our business strategy may be adversely affected. In addition, our success is highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified management, technical and sales and marketing personnel. Competition for such personnel is intense. We may be unable to attract and retain the personnel necessary for the development of our business. Because we have experienced operating losses, we may have a more difficult time in attracting and retaining the employees we need. Our relationships with our key customers;employees are “at will.” Also, we do not have “key person” life insurance policies covering any of our employees. The inability to attract or retain qualified personnel in the future or delays in hiring skilled personnel could harm our relations with our customers and our ability to respond to technological change which would prevent us from executing our business strategy.

·                  Liquidity constraintsWe must respond quickly and effectively to new technological developments, and the availabilityfailure to do so could have a material and adverse effect on our results of future financing if needed;operations.

·                  Economic, business, marketOur failure to maintain our technological, engineering and competitive conditions in the software industry andquality control capabilities or to respond effectively to technological innovations whichchanges could adversely affect our business;business, results of operations or financial condition. Our future success also depends on our ability to enhance existing software and systems and to respond to changing technological developments. If we are unable to successfully develop and bring to market new software and systems in a timely manner, our competitors’ technologies or services may render our products or services noncompetitive or obsolete.

Risks Relating To Ownership Of Our Common Stock And Warrants

A small number of principal stockholders beneficially own approximately 63.2% of our common stock, after giving effect to the consummation of the offering (including the automatic conversion of all outstanding shares of preferred stock, approximately $498,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entitiesand $1,068,000 in the aggregate principal amount, plus accrued interest, of unsecuredconvertible promissory notes into common stock) and thus have effective control over matters requiring stockholder approval.

·One of our principal stockholders, Phoenix Venture Fund LLC, which we refer to as Phoenix, is co-managed by Philip S. Sassower, our co-chairman and chief executive officer, and Andrea Goren, one of our directors and our chief financial officer. Michael Engmann, who serves with Mr. Sassower as co-chairman of our board of directors, is also one of our principal stockholders. As of the date of this prospectus, Phoenix beneficially owns approximately 49.9% of our common stock, and Mr. Engmann beneficially owns approximately 38.1% of our common stock, in each case after giving effect to the consummation of the offering (including the conversions into common stock referred to above). In addition, Mr. Sassower, personally and through other entities controlled by him other than Phoenix, beneficially owns, in the aggregate, approximately 32.2% of our common stock, after giving effect to the consummation of the offering (including the conversions into common stock referred to above). Thus, Phoenix, Mr. Sassower and Mr. Engmann, together, beneficially own in the aggregate, approximately 63.2% of our common stock, giving effect to the consummation of the offering (including the conversions into common stock referred to above). Accordingly, Phoenix, Mr. Sassower and Mr. Engmann each have the ability to exercise significant influence (and have effective control) over matters generally requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, which could have the effect of delaying or preventing a third party from acquiring control over us.

Our inabilityAmended and Restated Certificate of Incorporation allow for our board of directors to create new series of preferred stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our common stock.

Our authorized capital includes preferred stock issuable in one or more series. Our board of directors has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

Our common stock is a “penny stock”.Broker-dealers may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock in the secondary market.

Our common stock is subject to the so called “penny stock” rules. The Securities and Exchange Commission has adopted regulations that define a “penny stock” to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. For any transaction involving a “penny stock,” unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. Broker-dealers may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock on the secondary market. Investors in penny stocks should be prepared for the possibility that they may lose their whole investment.

The trading liquidity of our common stock may not improve following this offering.

Over the past several years, the trading in our common stock has been limited, and following the consummation of our reverse stock split, the trading in our common stock has been even more limited. The trading liquidity of our common stock may not necessarily improve following the offering.

There has been no public market for our warrants, and an active market may not develop or be sustained, which could limit your ability to sell our warrants.

There currently is no public market for our warrants, and our warrants will not be traded in the open market prior to this offering. An application has been filed with FINRA to have our warrants quoted on the OTCQB. Generally, FINRA must approve the first quotation of a security by a market maker on the OTCQB. An adequate trading market

for the warrants may not develop or be sustained after this offering. The public offering price for our common stock and warrants will be determined by negotiations between the underwriters and our board of directors and may not be representative of the market price at which our shares of common stock and warrants will trade after this offering. In particular, we cannot assure you that you will be able to resell your shares or warrants at or above the public offering price.

Our stock price may be subject to significant volatility.

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

We do not expect to pay dividends on our common stock.

We have never paid cash dividends on our common stock. Our current policy is to retain any future earnings to finance the future development and expansion of our business. Any future determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our earnings, capital requirements, operating and financial conditions and on such other factors the board of directors deems relevant.

The warrants are speculative in nature.

The warrants to be issued to investors in this offering do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to purchase shares of common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire shares of common stock at an exercise price of $   •    per share, prior to five years from the date of issuance after which date any unexercised warrants will expire and have no further value. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

Risks Related to the Offering

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

The public offering price will be substantially higher than the net tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $2.44 per share, based on the assumed public offering price of $2.43 per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.

We have not determined a specific use for a portion of the net proceeds from this offering, and we may use these proceeds in ways with which you may not agree.

While we currently intend to use the net proceeds received from this offering to expand our sales and marketing efforts, increase our product offerings, prepay $200,000 in the aggregate principal amount, plus accrued interest, of our unsecured convertible promissory notes due August 25, 2016, pay approximately $285,000 of accrued and unpaid compensation due to officers, employees and/or their affiliated entities and for working capital and for other general corporate purposes, our management will have considerable discretion in the application of the proceeds received in connection with this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or lose value.

We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders.

We believe that our current cash and cash used in operations, together with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain one or more credit facilities. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock and the issuance of additional shares will dilute all other stockholders.

Sales of a substantial number of shares of our common stock in the public market or otherwise following this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock. After completion of this offering at an assumed offering price of $2.43 per share (including the automatic conversion of all outstanding shares of preferred stock, the conversion of approximately $498,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entities and the conversion of $1,068,000 in the aggregate principal amount, plus accrued interest, of unsecured convertible notes, in each case, into common stock (and, in the case of the conversion of accrued and unpaid compensation and unsecured convertible promissory notes, warrants to purchase shares of common stock) which will occur upon consummation of this offering), our existing stockholders will own approximately 3.57% of our common stock assuming there is no exercise of the underwriters’ over-allotment option.

After completion of this offering at an assumed offering price of $2.43 per share (including the automatic conversion of all outstanding shares of preferred stock, the conversion of approximately $498,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entities and the conversion of $1,068,000 in the aggregate principal amount, plus accrued interest, of unsecured convertible notes into common stock, in each case upon consummation of the offering), there will be 5,237,045 shares of our common stock outstanding. In addition, our amended and restated certificate of incorporation, permits the issuance of up to approximately 1,994,762,955 additional shares of common stock after the completion of this offering. Thus, we have the ability to issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the investors who purchase shares of our common stock in this offering.

We and our officers, directors and certain stockholders have agreed, subject to customary exceptions, not to, without the prior written consent of Axiom Capital Management Inc., the representative of the underwriters, during the period ending 180 days from the date of this offering in the case of our directors and officers and 90 days from the date of this offering in the case of us and our stockholders who beneficially own more than 5% of our common stock, directly or indirectly, offer to sell, sell, pledge or otherwise transfer or dispose of any of shares of our common stock, enter into any swap or other derivatives transaction that transfers to another any of the economic benefits or risks of ownership of shares of our common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeable for common stock or any other securities of the Company or publicly disclose the intention to do any of the foregoing. In addition, in connection with the recent private placement of unsecured convertible promissory notes due August 25, 2016, purchasers of these notes have agreed to similar “lock-up” provisions for a period of 90 days from the date of this offering.

After the lock-up agreements with our principal stockholders pertaining to this offering expire 90 days from the date of this offering unless waived earlier by the representative, up to 226,390 of the shares that had been locked up will be eligible for future sale in the public market. After the lock-up agreements with our directors and officers pertaining to this offering expire 180 days from the date of this offering unless waived earlier by the managing underwriter, up to 1,911,934 of the shares (net of any shares also restricted by lock-up agreements with our principal stockholders) that had been locked up will be eligible for future sale in the public market. After the lock-up agreements with our noteholders pertaining to this offering expire 90 days from the date of this offering unless waived earlier by the managing underwriter, up to 226,930 of the shares (net of any shares also restricted by lock-up agreements with our directors, officers or principal stockholders) that had been locked up will be eligible for future sale in the public market. Sales of a significant number of these shares of common stock in the public market could reduce the market price of the common stock.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the  •  shares of common stock and  •  warrants to purchase  •  shares of common stock in the offering at an assumed offering price of $2.43 per share of common stock and $0.01 per warrant will be approximately $ •  million, after deducting the underwriting discounts and commissions and estimated offering expenses, or $ •  million if the underwriters exercise their over-allotment option in full.

We currently intend to use the net proceeds received from this offering to expand our sales and marketing efforts, increase our product offerings, prepay $200,000 in the aggregate principal amount, plus accrued and unpaid interest (which accrues at a rate of 24% per annum), of our unsecured convertible promissory notes due August 25, 2016, pay approximately $285,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entities, and for working capital and for other general corporate purposes.

The amount and timing of our actual expenditures will depend on numerous factors, including the status of our development efforts, sales and marketing activities and the amount of cash generated or used by our operations. We may find it necessary or advisable to use portions of the proceeds for other purposes, and we will have broad discretion and flexibility in the application of the net proceeds. Pending these uses, the proceeds will be invested in short-term bank deposits.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market and Other Information

Our common stock is quoted on the OTC Markets Group Inc.’s OTCQB Link quotation platform under the trading symbol “ISGN”. Prior to this offering, there has been no public market for our warrants. An application has been filed with FINRA to have the warrants quoted on the OTCQB quotation system under the trading symbol “ISGNW”. There can be no assurance that an active trading market for the warrants will develop.

On January 22, 2016, we completed a 1-for-1,250 reverse split of our common stock. All share and per share information in the table below gives effect, retroactively, to the reverse stock split but not the automatic conversion of our preferred stock into common stock upon consummation of the offering.

Immediately following the offering, we expect to have one class of common stock, one class of warrants and no classes of preferred stock outstanding. As of May 6, 2016, there were approximately 127 registered holders of record of our common stock, and the last reported sale price of our common stock on the OTCQB was $2.74 per share.

The following table sets forth the high and low sales price of our common stock on the OTCQB for each quarterly period during the fiscal years ended December 31, 2015 and 2014, and for fiscal year ending December 31, 2016 through May 6, 2016, as quoted in U.S. dollars. These prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

Dividend Policy

To date, we have not paid any dividends on our common stock and do 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 our board of directors and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions or such other factors as our board of directors may deem relevant. We currently expect to use all available funds to finance the future development and expansion of our business and do not anticipate paying dividends on our common stock in the foreseeable future.

Equity Compensation Plan Information

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

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2015. Such information is set forth on the following basis:

The pro forma as adjusted information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus.

accrued and unpaid dividends through May 6, 2016, (ii) 204,845 shares of our common stock issuable upon conversion of approximately $498,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entities and (iii) 485,151 shares of our common stock issuable upon conversion of $1,068,000 in the aggregate principal amount of unsecured convertible promissory notes, plus accrued interest.

DILUTION

If you invest in our securities, your investment will be diluted immediately to the extent of the difference between the public offering price per share of common stock you pay in this offering, and the pro forma net tangible book value per share of common stock immediately after this offering.

Net tangible book value (deficit) represents the amount of our total tangible assets reduced by our total liabilities. Tangible assets equal our total assets less intangible assets. As of December 31, 2015, our actual net tangible deficit value was $(2,461,000) and our net tangible book deficit per share was $(2.345). The calculation of net tangible book value per share as of December 31, 2015 assumes the conversion of all of our preferred stock into common stock at the conversion rates in effect at December 31, 2015. Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the number of shares of common stock outstanding, after giving effect to (a) the automatic conversion of all our outstanding shares of preferred stock, including accrued and unpaid dividends through May 6, 2016, into 3,639,422 shares of common stock (at the reduced conversion prices that will be in effect upon closing of this offering), (b) the conversion of approximately $498,000 in accrued and unpaid compensation due to officers, employees and/or their affiliated entities into 204,845 shares of common stock and warrants to purchase 256,056 shares of common stock (based upon an assumed public offering price of $2.43 per share) and (c) the conversion of $1,068,000 in the aggregate principal amount of unsecured convertible promissory notes, plus accrued interest, into 485,151 shares of common stock and warrants to purchase 606,439 shares of common stock (based upon an assumed public offering price of $2.43 per share), in each case, upon consummation of this offering.

After giving effect to the sale of 720,164 shares of common stock at the assumed public offering price of $2.43 per share, and after deducting the underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value (deficit) as of December 31, 2015 would have been $(53,734), or $(0.010) per share. This represents an immediate increase in pro forma net tangible book value (deficit) of $0.226 per share to existing stockholders and immediate dilution of $2.440 per share to new investors purchasing shares in the offering.

The following table illustrates this per share dilution:

The information above is as of December 31, 2015 and excludes the following:

If the underwriters’ over-allotment option is exercised in full entirely in shares of common stock, our adjusted pro forma net tangible book value following the offering will be $ • per share, and the dilution to new investors in the offering will be $ • per share.

A $1.00 increase or decrease in the assumed public offering price per share would increase or decrease our pro forma as adjusted net tangible book value per share after this offering by approximately $0.138, and our dilution per share to new investors by approximately $0.138 for an increase or decrease of $1.00, after deducting the underwriting discount and estimated offering expenses payable by us.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.

Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

We operate in a very competitive and otherrapidly changing environment. New risks that relateemerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and investing in shares of our common stock.

Except as otherwiseunless required under applicableby law, we expressly disclaim any obligation or undertaking to revise orpublicly update forward-looking statements to reflectany of them in light of new information, future events, or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

iiotherwise.

PROSPECTUS SUMMARYMANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following summary highlights selected information from this prospectusdiscussion and does not contain allanalysis of the information that you should consider before investing in our common stock. To understand this offering fully, you should carefully read the entire prospectus, including the risk factors and the historical financial statements and related notes, before making an investment.

This prospectus is part of a registration statement (No.       -              ) that we have filed with the Securities and Exchange Commission utilizing a shelf registration process. Under this process, certain stockholders holding shares of our common stock may sell those shares using this prospectus.

This prospectus provides you with a general description of the shares of common stock that may be resold by the selling stockholders. We may update or supplement this prospectus from time to time to add, update or change information contained in this prospectus.

In this prospectus, unless the context requires otherwise, references to “Communication Intelligence Corporation,” “CIC,” “ the “Company,” “we,” “us,” or “our” refer to Communication Intelligence Corporation, a Delaware corporation, and its subsidiaries.

Our Company

We are a leading supplier of electronic signature solutions for business process automation serving primarily the financial services industry and the acknowledged leader in biometric signature verification technology. Our products enable companies to complete secure paperless business transactions with multiple signature technologies across virtually all applications and hardware platforms.

Our products are designed to increase the ease of use, functionality and security of electronic devices and electronic business processes through handwritten data entry and application of electronic signatures. We provide a comprehensive and scalable electronic signature solution suite based on over 20 years of experience and significant input from our valued financial industry client base. We have delivered biometric and electronic signature solutions to over 400 companies worldwide, primarily in the financial services industry, including to AIG/AGLA, Charles Schwab & Co., JP Morgan Chase, Prudential Financial, Inc., Snap-On-Credit, State Farm Insurance Co., Wells Fargo Bank, NA and World Financial Group. We also are a leading supplier of natural input/text entry software for handheld computers and smartphones. Major customers for natural input software are Palm Inc. and Sony Ericsson. We classify these core technologies into two categories, as follows:

·Transaction and Communication Enabling Technologies — Our transaction and communication enabling technologies are designed to provide a cost-effective means for securing electronic transactions, providing network and device access control and enabling workflow automation of traditional paper form processing. We believe that our technologies offer more efficient methods for conducting electronic transactions while providing more functional user authentication and heightened data security. Our transaction and communication enabling technologies have been fundamental to our development of software for multi-modal electronic signatures, handwritten biometric signature verification, and data security.

·Natural Input Technologies — Our natural input technologies are designed to allow users to interact with a computer or handheld device by using an electronic pen or stylus as the primary input device. Our natural input offering includes multilingual handwriting recognition software for such devices as electronic organizers, pagers and smart cellular phones that do not have a keyboard. For such devices, we believe that handwriting recognition offers a viable solution for performing text entry and editing.

We sell our products directly to enterprises and through system integrators, channel partners and original equipment manufacturers.

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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 revenuesrevenue 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, software development costs, researchstock based compensation and development costs, foreign currency translation and net operating loss carryforwards.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.

RevenueValuation of equity warrants: The Company values warrants issued using the Black-Scholes-Merton pricing model (a mathematical model used to calculate the theoretical value of a derivative security; in this case warrants).

Derivatives: The Company follows the relevant accounting guidance and records derivative instruments (including certain derivative instruments embedded in other contracts) in its 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 in the Company’s 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 Company’s 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 notes.

Revenue: Revenue is recognized when earned in accordance with the applicable accounting standards, including AICPA Statement of Position (“SOP”) No. 97-2, “Software Revenue Recognition”, as amended, Staff Accounting Bulletin 104, “Revenue Recognition” (“SAB 104”), and the interpretive guidance issued by the Securities and Exchange Commission and EITF issue number 00-21, “Accounting for Revenue Arrangements with Multiple Elements”, of the FASB’s Emerging Issues Task Force.guidance. The Company recognizes revenuesrevenue from sales of software products upon shipment, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all non-recurring engineering work necessary to enable the Company’s product to function within the customer’s application has been completed and the Company’s product has been delivered according to specifications. Revenue from service subscriptions is recognized as costs are incurred or over the service period, which-everwhichever is longer.

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

8For arrangements with multiple deliverables, the Company allocates consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices, which are determined using vendor-specific objective evidence.

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

Allowance for Doubtful Accounts:The allowance for doubtful accounts is based on the Company’s assessment of the collectibilitycollectability 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 assetsassets:. The Company performs intangible asset impairment analyses on an annual basis in accordance withevaluates the guidance in Statement of Financial Accounting Standard No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) and Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS No. 144”). The Company uses SFAS 144 in response to changes in industry and market conditions that affect its patents, the Company then determines if an impairmentrecoverability of its long-lived assets, has occurred. The Company reassesses the lives of its patents and tests for impairmentincluding intangible assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in order to determine whether the event the net book value exceedsof such assets exceeded the fair value for each patent. Fair value is determined by estimatingfuture undiscounted cash flows attributable to such assets. Estimation of future cash flows from the products that are and will be protected by the patents and consideringconsiders the following additional factors:

·             whether there are

Customer BaseBase:. To date, the Company’s eSignature revenues haveelectronic 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 including China (PRC) and Europe. Natural Input (text entry) revenues have been derived primarily from hand held computer and smart phone manufacturers (OEMs) primarily in North America, Europe and the Pacific Rim. The Company performs periodic credit evaluations of its customers and does not require collateral. The Company maintains reserves for potential credit losses. Historically, such losses have been within the range of management’s expectations.

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

Software Development Costs. Software development costs are accounted for in accordance with Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS 86”). Under SFAS 86, capitalization of software development costs begins upon the establishment of technological feasibility, subject to net realizable value considerations. The costs capitalized

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primarily attributable to the warrants is recorded as a debt discount in the Company’s balance sheet. The debt discount is amortized to interest expense over the lifetiming of the debt, using the straight-line interest method, which approximates the effective interest method, assuming the debt will be held to maturity.  The use of the Black-Scholes model requires that we estimate the fair value of the underlying equity instruments issuable upon the exercise of options and warrants. In determining the fair value of our warrants, the Company utilizes the market price for our shares, the contractual life, and volatility.

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attributable to a decrease in salarysalaries and related expense, including stock based compensation, resulting fromwages due to the reductionattrition of two marketing personnel. In addition advertisingfull time positions, and marketing programs and participation at trade shows decreaseddecreases in other sales related overhead costs compared to the prior year. Engineering allocated expenseyear partially offset by an increase in support of sales related communications and customer demonstration activities including the trade shows and exhibits was also reduced. The Company expects sales and marketing expenses to remain consistent in the near term.

stock-based compensation expense.

General and Administrative Expenses

General and administrative expenses for the twelve months ended December 31, 2007 decreased 5% or $113, compared to the prior year. Salaries and related expense including stock based compensation were consistent with the prior year. Professional services, insurance and allocated expenses were reduced due completion of our web-site in 2006, renegotiation of the Company’s office lease and reductions in annual insurance premiums.  These favorable trends were offset by increases in the Company’s allowance for doubtful accounts. The Company anticipates that general and administrative expense will remain consistent over the near term.

Interest Income and Other Income (Expense), Net

Interest income and other income (expense), net, decreased $69 to an expense of $26, compared to the prior year. The decrease is due to the reduced cash balances during the most of the current year, disposal of fixed assets and inventory by the joint venture and the affect of exchange rate changes on cash compared to the prior year.

Interest Expense

Interest expense related party increased $124 to $135 forFor the year ended December 31, 2007, compared to $112015, general and administrative expenses were $2,175,000, an increase of $432,000, or 25%, from general and administrative expenses of $1,743,000 in the prior year. The increase was attributable to an increase in salaries and related costs, including stock option compensation and hiring expense, due to two additional financingthe addition of one accounting position compared to the prior year, and professional service fees associated with the Company’s public offering of common stock.

Other Income (Expense), Net

Other income/expense, net, was an expense of $3,000, a decrease of $53,000, or 106%, compared to income of $50,000 in March/April 2007 and Junethe prior year. The decrease was primarily due to the sale of 2007. one of the Company’s unused trademarks to a third party in the third quarter of 2014.

Interest expense-other forExpense

For the year ended December 31, 2007 increased 42%, or $44, to $149,2015, related party interest expense was $31,000, an increase of $31,000 compared to $105related party interest expense of $0 in the prior year. The increase was primarily due to short-term borrowings in November and December of 2015. For the year ended December 31, 2015, other party interest expense was $23,000, a decrease of $236,000, or 91%, compared to other party interest expense of $259,000 in the prior year. The decrease in other party interest expense resulted from expensing the valuation of the warrants issued to third parties in connection with the closing of a $2,000,000 credit facility in May 2014.

For the year ended December 31, 2015, the Company recorded $53,000 in debt discount amortization associated with short-term borrowings, $11,000 of which was attributable to a related party and $42,000 was attributable to other investors. There was no debt discount amortization in the prior year.

For the year ended December 31, 2015, the change in fair value of derivative liabilities resulted in a non-cash gain of $18,000, an increase of $11,000, or 157%, compared to a gain of $7,000 in the prior year. The change in fair value was primarily due to the expiration of the related derivatives in November of 2015.

For the year ended December 31, 2015, accretion of the beneficial conversion feature on the Company’s Preferred Stock with an exercise price less than the closing market price on December 31, 2015 (Series C Participating Convertible Preferred Stock and Series D-1 Convertible Preferred Stock) was $526,000, a decrease of $126,000, or 19%, compared to $652,000 in the prior year period. The decrease was 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 B Participating Convertible Preferred Stock, Series C Participating Convertible Preferred Stock and Series D Preferred Stock. For the year ended December 31, 2015, dividends on shares of Preferred Stock were $3,176,000, an increase of $464,000, or 17%, compared to $2,712,000 in the prior year period. The increase was primarily due to March/April 2007 financings mentioned above.  See Notes 4the issuances of shares of Series D Preferred Stock in 2015 and 52014.

Liquidity and Capital Resources

Our principal needs for liquidity have been to fund operating losses, working capital requirements and research and development. For the year ended December 31, 2015, we funded our operations with $1,268,000 from the issuance of short-term debt and $1,525,000 in net proceeds from the issuance of Series D-1 Convertible Preferred Stock. Our principal source of liquidity as of December 31, 2015 consisted of cash and cash equivalents of approximately $846,000. As of May 6, 2016, we had cash and cash equivalents of $35,886.

In November and December 2015, we consummated a debt financing and sold unsecured convertible promissory notes due August 25, 2016 in the Notes to the December 31, 2007 Consolidated Financial Statements included with this registration statement on Form S-1.aggregate principal amount of $1,268,000.

Amortization of loan discount and deferred financing expense-related party increased $235We have incurred net losses in each fiscal year since our inception except for the year ended December 31, 2007.2004. From inception, we have financed our operations and met our capital expenditure requirements primarily from the net proceeds of private and public sales of debt and equity securities. For the year ended December 31, 2015, the net proceeds of such financings totaling $2,793,000. For the year ended December 31, 2014, the net proceeds of such financings totaling $2,259,000.

In each of the last three fiscal years, our auditors have raised substantial doubt about our ability to continue as a going concern. We believe that our current cash and cash flow from operations, together with the proceeds from this offering, will be sufficient to fund our anticipated operations, working capital and capital spending for the next 12 months. We may, however, require additional cash resources due to changing business conditions or other future developments. Our ability to maintain sufficient liquidity depends partially on our ability to achieve anticipated levels of revenue, while continuing to control costs. If we do not have sufficient available cash, we would have to seek debt or equity financing through other external sources, which may not be available on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain. In addition, any unfavorable development or delay in the progress for our products or services could have a material adverse impact on our ability to raise additional capital.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Cash Flow Results

The table set forth below provides a summary statement of cash flows for the periods indicated:

At December 31, 2015, cash and cash equivalents totaled $846,000, compared to $775,000 at December 31, 2014. The increase was primarily dueattributable to amortization$2,793,000 of the additional warrant costs issued with the new debt mentioned above.funds provided by financing activities, partially offset by $2,674,000 of funds used in operating activities, and $48,000 of funds used in investing activities.

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At December 31, 2015, other current liabilities, which include accrued compensation of $263,000, were $878,000 at December 31, 2015, an increase of $247,000, or 39%, compared to other current liabilities of $631,000 at December 31, 2014. The increase was primarily due to the accrual of professional services compared to the prior year.

At December 31, 2015, deferred revenue was $839,000, a decrease of $118,000, or 12%, compared to deferred revenue of $957,000 at December 31, 2014. The decrease was primarily due to the recognition of revenue from the renewal of a five-year maintenance contract with one of the Company’s customers in December 2014.

Contractual Obligations

The Company had the following material commitments as of June 30, 2008, compared to December 31, 2007, due primarily2015:

As of December 31, 2015, the Company leases facilities in the United States totaling approximately 9,600 square feet. The Company’s rental expense was $271,000 and $289,000 for the years ended December 31, 2015 and 2014, respectively. In addition to expensingbase rent, the prepaid fees forCompany pays a marketing program heldpercentage of the increase, if any, in May 2008. Annual fees on maintenance and supportoperating costs added to prepaidsincurred by its landlord in such year, over the three months ended June, 2008 were approximately equaloperating expenses incurred by its landlord in the base year.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

BUSINESS

Company Overview

We are a leading supplier of digital transaction management software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. Our 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 function across virtually all enterprise, desktop and mobile environments. Our software can be deployed both on-premise and as a cloud-based (SaaS) service, with the ability to the quarterly amortization amounts.easily transition between deployment models.

The Company was incorporated in Delaware in October 1986 as Communication Intelligence Corporation. In December 2015, we changed our name to iSign Solutions Inc. and our common stock trading symbol to “ISGN”. We are headquartered in Redwood Shores, California.

Accounts payable decreased $11Core Technologies

The Company’s core technologies can be referred to as “transaction-enabling,” “digital authentication” and “business process work flow.” These technologies include various forms of June 30, 2008, compared to December 31, 2007, due primarily to third party hardware costselectronic signature methods, such as handwritten, biometric, click-to-sign and others, as well as technologies related to orders shipped insignature verification, authentication, cryptography and the three months ended March 31, 2008. Accounts payable balances typically increase inlogging of audit trails to prove signers’ intent. Our technologies enable the secondappending of secure, legal and fourth quarters whenregulatory compliant electronic signatures coupled with an enhanced user experience at a fraction of the insurancetime and annual maintenancecost required by traditional, paper-based processes for signature capture.

Products

The Company’s enterprise-class SignatureOne® and support fees are incurred.  Materials used in costiSign® suite of sales may impact accounts payable depending on the amount of third party hardware sold as partelectronic signature solutions enable businesses to implement 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 the application of a handwritten, ink signature. Solutions powered by our products allow legally binding electronic signatures to be added to digitized 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:

The Ceremony Server contains iSign’s core esignature engine and signature ceremony management tools, and can be seamlessly integrated with numerous ancillary products. Its key features include:

Products and upgrades that we introduced and first deployed in 2015 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 patent 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 & 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 Redwood Shores, California, supported by contracted staff, including offshore engineers.

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

Our research and development expense was $1,771,000 for the year ended December 31, 2007 balance due2015, $1,931,000 for the year ended December 31, 2014 and $2,073,000 for the year ended December 31, 2013.

Material Customers

Historically, the Company’s revenue has been derived from many customers, but a significant percentage of our revenue over recent years has been attributable to a limited number of customers. Three customers accounted for 24%, 13% and 10%, respectively, of total revenue for the year ended December 31, 2015.

Our customers include direct end user clients like Prudential, State Farm, Wells Fargo, Allstate and Travelers, as well as integration partner clients such as Ebix, Oracle, Striata and Cegedim SA.

Cegedim License Agreement

In January 2015, the Company entered into an amended and restated license agreement with Cegedim SA, a company organized under the laws of France (the “Cegedim License Agreement”). Cegedim is listed on Euronext, has annual revenue of approximately €500 million and is a leading European provider of software and IT services, primarily in the healthcare and insurance sectors.

Subject to the terms and conditions of the Cegedim License Agreement, the Company granted Cegedim a non-exclusive, non-transferable, limited license to integrate the Company’s SignatureOne® Ceremony® server software into Cegedim’s platforms to provide integrated services to its subscribers and other end-users. Our software is currently in production and integrated with Cegedim’s MA€A platform, which manages Single Euro Payments Area payment mandates, and CG Pay, a single, fully-integrated electronic service managing the purchase-order-to-payment-fulfillment cycle in a completely paperless fashion. Cegedim has also deployed our software on a standalone basis for clients including Pfizer and Sanofi.

The Company receives a share of salariesrevenue generated from each electronic signature used and each payment transaction processed by Cegedim platforms incorporating Company software, as well as maintenance and other fees. The Cegedim License Agreement has an initial term of five years and may be terminated prior to that date by mutual agreement of the parties or by either party after the initial five year term ends in January 2020 for any reason upon at least 180 days prior notice.

Seasonality of Business

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

Backlog

Backlog was approximately $839,000 and $957,000 at December 31, 2015 and 2014, respectively, representing advanced payments on product and service maintenance agreements. In 2014, the Company negotiated a long term maintenance agreement with one of its customers, the balance of which is $455,000, which will be recognized over four years. The remaining backlog is expected to be recognized over the next twelve months.

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 (being recently acquired by 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 May 6, 2016, the Company employed fifteen full-time employees and seven independent contractors. The Company has established strategic, software engineering relationships (both domestic and offshore) 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, 2015 and 2014, sales in the United States as a percentage of total sales were deferred93% and 99%, respectively. At December 31, 2015 and 2014, long-lived assets located in the United States were $664,000 and $973,000, respectively. There were no long-lived assets located elsewhere as of December 31, 2015 and 2014.

Segments

The Company reports its financial results in one segment.

Properties

The Company leases its principal facilities, and currently occupies approximately 6,600 square feet, in Redwood Shores, California, pursuant to a lease that expires on October 31, 2016. We believe that we can find suitable space following the expiration of our lease on comparable or more favorable terms.

Legal Proceedings

The Company is not subject to any material pending legal proceedings.

Available Information

Our web site is located at www.isignnow.com, and we are in the process of developing our new website at www.isignnow.com. The information on or accessible through our web site is not part of this registration statement on Form S-1. 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 registration statement on Form S-1 and other reports filed by us 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 2007.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 balance may fluctuate due to increasesSEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, including our Company, that file electronically with the SEC at www.sec.gov.

DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this prospectus, our directors, executive officers and significant employees are as follows:

Each director serves for a one year term, or decreasesuntil his successor is duly elected and qualified or his earlier resignation, removal or disqualification. On October 27, 2015, the Board of Directors of the Company (the “Board”) approved an increase in the number of personnelauthorized directors from five to seven directors. In order to fill the two vacancies created by the increase in the number of authorized directors, in accordance with the applicable provisions of the Company’s Amended and utilizationRestated Certificate of or increasesIncorporation, as amended (the “Charter”) and Bylaws, the Board appointed Michael Engmann and Francis J. Elenio to the accrued vacation balance.Board on October 27, 2015 on November 11, 2015, respectively. The business experience of each of our directors and executive officers for at least the past five years includes the following:

Philip S. Sassower has served as the Company’s Chairman and Chief Executive Officer since August 2010 and as Co-Chairman since October 2015. Mr. Sassower is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Sassower has also been Chief Executive Officer of Phoenix Enterprises LLC, a private equity firm, and has served in that capacity since 1996. In addition, Mr. Sassower has served as Chief Executive Officer of Xplore Technologies Corp. (NASDAQ: XPLR) since February 2006 and has been a director of Xplore Technologies Corp. and served as Chairman of its board of directors since December 2004. On May 13, 2008, Mr. Sassower was named Chairman of the Board of The Fairchild Corporation (NYSE: FA), a motorcycle accessories and aerospace parts and services company. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. On January 7, 2010, The Fairchild Corporation’s plan of liquidation was declared effective and the company’s board of directors was relieved of its duties. Mr. Sassower also served as Chairman of the Board of the Company from 1998 to 2002 and as Co-Chief Executive Officer of the Company from 1997 to 1998. Mr. Sassower is co-manager of the managing member of Phoenix Venture Fund LLC. Mr. Sassower’s qualifications to serve on the Board 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.

Total current liabilities were $1,363Michael Engmannhas served as the Company’s Co-Chairman since October 2015. 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. 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 appointed the Company’s Chief Financial Officer in December 2010. Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC, the Company’s largest stockholder. Prior to that, Mr. Goren served as Vice President of Shamrock International, Ltd., a private equity firm. Mr. Goren has been a director of Xplore Technologies Corp. (NASDAQ:

XPLR) since December 2004 and serves on its Executive Committee, and a director of The Fairchild Corporation (NYSE: FA) from May 2008 to January 2010. Mr. Goren’s qualifications to serve on the Board include his experience and knowledge acquired in approximately 16 years of private equity investing and his extensive experience working with management teams and boards of directors.

William Keiperwas 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 June 30, 2008, comparedthe CFO level at numerous public and private companies, including Wilshire Enterprises, Inc., a real estate investment and management company, WebCollage, Inc., an internet content integrator for manufacturers, GoAmerica, Inc., a wireless internet service provider and Roomlinx, Inc., a provider of wireless high speed internet access to $2,598hotels 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 45 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 Kalnick 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 the Company’s Series C and Series B Participating Convertible Preferred stockholders voting together as a separate class on an as converted basis, and serves on our compensation committee. Mr. Gilbert’s qualifications to serve on the Board 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. Holtmeier has more than 25 years of successful entrepreneurship in 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 U.S. 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 Ernst & Young, NASDAQ/USA Today “Entrepreneur of the Year” award in 1999, and has served on the boards of numerous corporations and non-profit organizations. He serves on our audit and compensation committees. Mr. Holtmeier’s qualifications to serve on the Board include his experience as a successful entrepreneur and his experience in establishing business relationships in China.

David E. Welch has 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 and

Chief Financial Officer of American Millennium Corporation, Inc., a provider of satellite-based asset tracking and reporting equipment, from April 2004 to present. 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’s other directorships have been or are with AspenBio Pharma, Inc., from 2004 to present, PepperBall 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 our audit and compensation committees. Mr. Welch’s qualifications to serve on the Board include his significant accounting and financial expertise.

Director Independence

The Board has determined that Messrs. Elenio, Gilbert, Holtmeier and Welch are “independent,” as defined under the rules of the NASDAQ Capital Market relating to director independence, and Messrs. Sassower, Goren and Engmann are not independent under such rules. Messrs. Gilbert, Holtmeier and Welch serve on the Compensation Committee of the Board. Each of the members of the Compensation Committee is independent under the rules of the NASDAQ Capital Market relating to director independence. Messrs. Elenio, Holtmeier and Welch serve on the Audit Committee of the Board. Under the applicable rules of the NASDAQ Capital Market and the SEC relating to independence of Audit Committee members, the Board has determined that Messrs. Elenio, Holtmeier and Welch are independent.

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 NASDAQ, as currently in effect.

EXECUTIVE COMPENSATION

Compensation of Named Executive Officers

The following table sets forth the compensation for our fiscal years ended December 31, 2007. Deferred revenue, totaling $384 at June 30, 2008, compared2015 and 2014 earned by or awarded to, $431 atas applicable, our principal executive officer, principal financial officer and our other most highly compensated executive officers as of December 31, 2007, primarily reflects advance payments for maintenance fees from the Company’s licensees that are generally recognized2015. In this prospectus, we refer to such officers as revenueour “named executive officers.”

Mr. Keiper is retained by the Company when all obligations are metthrough an Advisory Services Agreement (the “FGP Agreement”) with First Global Partners, LLC (“FGP’) dated August 12, 2011. Mr. Keiper is Managing Partner of FGP. The initial term of the FGP Agreement was two years and automatically renewed 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. Pursuant to the terms of the FGP Agreement, FGP is entitled to receive a cash sum payment of $20,000 per month. In addition, FGP is eligible to receive an annual cash performance fee of up to 35% of the cash sum payment during a given year or overprorated portion thereof. Such performance fee, if any, would be awarded based upon the sole discretion of our Board. No performance fee was paid to FGP in 2014 or 2015. The Company has agreed to pay FGP for reasonable and documented out of pocket expenses incurred for services rendered during the term of the maintenance agreement, whichever is longer.  Deferred revenue is recorded whenFGP Agreement, as long as FGP obtains written approval of the Company receivesprior to incurring any significant expense. Pursuant to a letter agreement between the Company and FGP, FGP and the Company agreed to defer all unpaid compensation due to FGP until the consummation of the offering. As of May 6, 2016, the aggregate amount of deferred compensation due to FGP was $186,000. The FGP deferred compensation started to bear interest at a rate equal to 24.0% per annum in October 2015. Subject to the terms and conditions of a letter agreement between the Company and FGP, FGP agreed to convert approximately $93,000 of the accrued and unpaid deferred compensation due to it into shares of common stock at the per share offering price and warrants to purchase 125% of the shares received in connection with such conversion at an exercise price of 125% of the per share offering price, and FGP will be paid $93,000 in cash, in each case, upon consummation of the offering.

Mr. Goren is retained by the Company through an Advisory Services Agreement (the “SGP Agreement”) with SG Phoenix LLC (“SGP”) dated August 12, 2011. Mr. Goren and Mr. Sassower are managing members of SGP. The term of the SGP Agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. Pursuant to the terms of the SGP Agreement, SGP is entitled to receive a cash sum payment from its customers.of $15,000 per month. In addition, SGP is eligible to receive an annual cash performance fee of up to 35% of the cash sum payment during a given year or prorated portion thereof. Such performance fee, if any, would be awarded based upon the sole discretion of our Board. No performance fee was paid to SGP in 2014 or 2015. 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. Pursuant to a letter agreement between the Company and SGP, SGP and the Company agreed to defer all of the unpaid compensation due to SGP until the consummation of

the offering. As of May 6, 2016, the aggregate amount of deferred compensation due to SGP was $539,700. The SGP deferred compensation started to bear interest at a rate equal to 24.0% per annum in October 2015. Subject to the terms and conditions of a letter agreement between the Company and SGP, SGP agreed to convert $404,775 of the accrued and unpaid deferred compensation due to it into shares of common stock at the per share offering price and warrants to purchase 125% of the shares received in connection with such conversion, at an exercise price of 125% of the per share offering price, and SGP will be paid $134,925 in cash, in each case, upon consummation of the offering.

Outstanding Equity Awards at December 31, 2015

The following table summarizes the outstanding equity award holdings held by our named executive officers at December 31, 2015.

Option Exercises and Stock Vested

There were no stock options exercised during the year ended December 31, 2015 and 2014.

Director Compensation

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

Michael Engmann and Francis Elenio were each granted an option to purchase 800 shares of the Company’s common stock under the Company’s 2011 Stock Compensation Plan at a per share exercise price equal to the closing per share market price of the Company’s common stock on November 16, 2015. The options will vest quarterly over three years, and will have a seven-year term. In addition, in accordance with the Company’s current director compensation policy, Mr. Engmann and Mr. Elenio, as non-employee directors, will each receive $1,000 for each Board meeting attended and will be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending such meetings.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of May 6, 2016, with respect to the beneficial ownership of (i) any person known to be the beneficial owner of more than 5% of any class of voting securities of the Company, (ii) each director and director nominee of the Company, (iii) each of the current executive officers of the Company named in the Summary Compensation Table under the heading “Executive Compensation” and (iv) all directors and executive officers of the Company as a group. Except as indicated in the footnotes to this table (i) each person has sole voting and investment power with respect to all shares attributable to such person and (ii) each person’s address is c/o iSign Solutions Inc., 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413.