As filed with the Securities and Exchange Commission on December 17, 2015May 11, 2016

Registration No. 333-[    ]208601

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 4
TO
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

iSign Solutions Inc.
(Exact name of registrant as specified in its charter)

275 Shoreline Drive
Suite 500
Redwood Shores, California 94065-1413
(650) 802-7888

(Address, including zip code, and telephone number including
area code, of Registrant’s principal executive offices)

Andrea Goren
Chief Financial Officer
275 Shoreline Drive
Suite 500
Redwood Shores, California 94065-1413
(650) 802-7888

(Name, address, including zip code, and telephone number
including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

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

CALCULATION OF REGISTRATION FEE

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

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

You should rely only on information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The information in this prospectus may only be accurate as of the date on the front of this prospectus regardless of time of delivery of this prospectus or any sale of our securities.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the common stock and warrants offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy our common stock or warrants in any circumstance under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of our common stock or warrants in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.

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 stockstock. 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. For the two-year period ended December 31, 2014,2015, net losses attributable to common stockholders aggregated approximately $15.5$15.0 million, and, at September 30,December 31, 2015, the Company’s accumulated deficit was approximately $126$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 without additional financing or cash flow positive operations.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 2014,2015, approximately 35%47% of our revenue was derived from three of our customers and in the nine months ended September 30, 2015, approximately 45% 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 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 11%24%, 12%13% and 12%10%, respectively, of total revenue for the year ended December 31, 2014, and in the nine months ended September 30, 2015, three customers accounted for 12%, 16% and 17%, respectively.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 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.

We must respond quickly and effectively to new technological developments, and the failure to do so could have a material and adverse effect on our results of operations.

Our failure to maintain our technological, engineering and quality control capabilities or to respond effectively to technological changes could adversely affect our 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

for the warrants may not develop or be sustained after this offering. The public offering price for our common stock splitand 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 for its common stock.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 purchasing shares of our common stock 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 purchasing shares of our common stock 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 in our common stock 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 all$200,000 in the aggregate principal amount, plus accrued interest, of our outstanding 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

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 all$200,000 in the aggregate principal amount, plus accrued and unpaid interest (which accrues at a rate of 24% per annum), of our unsecured indebtedness outstanding at the consummation of the offering (estimatedconvertible promissory notes due August 25, 2016, pay approximately $285,000 in accrued and unpaid compensation due to be no more than $ •  million),officers, employees and/or their affiliated entities, and for working capital and for other general corporate purposes.

As of December 15, 2015, we have $1.268 million in unsecured indebtedness outstanding pursuant to unsecured convertible promissory notes due August 25, 2016. Interest accrues on the principal amount of such notes at the rate of 24% per annum.

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”. WePrior to this offering, there has been no public market for our warrants. An application has been filed with FINRA to have applied to the NASDAQ Capital Market to list our common stockwarrants quoted on the OTCQB quotation system under the trading symbol “ISGN”“ISGNW”. There can be no assurance that an active trading market for the warrants will develop.

We have scheduledOn January 22, 2016, we completed a special meeting1-for-1,250 reverse split of our stockholders to be held on January • , 2016 to request that our stockholders approve a reverse stock split in a range of not less than 1-for- •  and not more than 1-for- •  and certain matters related to the conversion of our preferredcommon stock. All share and per share information in the table below does not reflectgives effect, retroactively, to the reverse stock split (which we intend to complete prior tobut not the consummation of the offering) or theautomatic conversion of our preferred stock which we expect will occurinto common stock upon consummation of the offering. Such matters are subject to stockholder approval.

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 December 15, 2015,May 6, 2016, there were approximately 700127 registered holders of record of our common stock, and the last reported sale price of our common stock on the OTCQB was $0.0119$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, 20142015 and 2013,2014, and for fiscal year endedending December 31, 20152016 through December 15, 2015,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, 2014,2015, 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 September 30,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 and unaudited 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 common stock,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 our 1-for- •  reverse stock split and(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 thethis offering. Such matters are subject to stockholder approval. We have scheduled a special meeting of stockholders to be held January • , 2016 to request stockholder approval of the reverse split and certain matters relating to the conversion of our preferred stock. As of September 30, 2015, our actual net tangible deficit value was $(1,597,000) and our net tangible book deficit per share was $(0.00127). The calculation of net tangible book value as of September 30, 2015 assumes the conversion of all of our preferred stock into common stock at the conversion rates in effect at September 30, 2015.

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 discountdiscounts and commissioncommissions and estimated offering expenses, our pro forma as adjusted net tangible book value (deficit) as of September 30,December 31, 2015 would have been $ •  million,$(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 September 30,December 31, 2015 and excludes the following:

If the underwriters’ overallotmentover-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 adjusted pro forma as adjusted net tangible book value per share after this offering by approximately $ •  million,$0.138, and our dilution per share to new investors by approximately $ •$0.138 for an increase of $1.00, or $ •  for a 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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).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 rapidly changing environment. New risks emerge 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 unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our consolidated financial statements and the notes to those statements appearing elsewhere in this prospectus. This discussion and analysis contains forward-looking statements reflecting our management’s current expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this prospectus, particularly on page 6 entitled “Risk Factors”.

Overview and Recent Developments

The Company is 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 functionare available across virtually all enterprise, desktop and mobile environments. The Company’s products and services result inare used to create legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has made available to its customers significant expense reduction by enabling completea completely electronic document and workflow andprocess, as well as the resulting reduction in mailing, scanning, filing and other costs related to the use of paper.

For information relating to the Company’s expected unaudited financial results for the quarter ended March 31, 2016, see “2016 First Quarter Expected Unaudited Financial Results.”

On December 14, 2015, the Company changed its name to iSign Solutions Inc. and changed its common stock trading symbol to ISGN.

Except for the year ended December 31, 2004, in each year since ourits inception we havethe Company has incurred losses. For the two-year period ended December 31, 2014,2015, net losses attributable to common stockholders aggregated approximately $15,478,000,$14,998,000, and, at September 30,December 31, 2015, the Company’s accumulated deficit was approximately $126,082,000.$127,116,000.

During the nine monthsyear ended September 30,December 31, 2015, the Company completed two private placements of its Series D-1 Convertible Preferred Stock receiving an aggregate amount of $1,525,000 in proceeds. The Company also issued a demand note for an aggregate amount of $250,000.

On November 25, 2015, we entered into a private placement with investors and sold unsecured convertible promissory notes due August 25, 2016 in the aggregate principal amount of $1,000,000 in consideration of gross proceeds of $750,000 plus the exchange of thea $250,000 demand note issued in September 2015. On December 15, 2015, we sold additional unsecured convertible promissory notes to investors in the aggregate principal amount of $268,000. Borrowings under these notes will bear interest at a rate equal to 24.0%, per annum. Subject to the terms and conditions of the notes, the notes are convertible into shares of our common stock at the holder’s option before or after maturity. We intend to repayThe Company expects that the holders will convert all indebtedness outstanding under the notes into shares of common stock and warrants to purchase shares of common stock upon the consummation of the offering fromoffering.

The conversion option included in the proceedsunsecured convertible promissory notes was deemed to be an embedded derivative, which required the Company to bifurcate and separately account for the embedded derivative as a separate liability on its consolidated balance sheet at December 31, 2015 at the estimated fair value upon issuance. The Company estimated the fair value of the offering.derivative liability to be $330,000. The amount of short-term debt recorded on the Company’s consolidated balance sheet at December 31, 2015 is net of the amount of the derivative liability. The Company recorded $53,000 in debt discount amortization expense on its consolidated statement of operations associated with the notes for the year ended December 31, 2015.

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

Critical Accounting Policies

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

Stock based Compensation:Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black Scholes Merton valuationBlack-Scholes-Merton option pricing model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in

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

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

Long-lived assets: The Company evaluates the recoverability of its long-lived assets, including intangible assets related to the value of our technology, at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. Estimation of future cash flows from our technologythe products considers the following additional factors:

to a gain on derivative liability of $5,000 in the prior year period. The changes between periods in the gains on derivative liability are primarily dueattributable to the exercise and expirationtiming of warrants andcertain sales opportunities. The Company expects to report maintenance revenue for the change infirst quarter of 2016 of $217,000, an increase of $1,000, or 0.5%, compared to maintenance revenue of $216,000 for the closing pricefirst quarter of the Company’s common stock at September 30, 2015.

For the three months ended September 30, 2015, accretionfirst quarter of 2016, the beneficial conversion feature on the Company’s Preferred Stock with a conversion price less than the closing market priceCompany expects to report cost of the Company’s common stock on September 30, 2015 was $0, a decreasesales of $171,000,$170,000, an increase of $47,000, or 100%38%, compared to $171,000 incost of sales of $123,000 for the prior year period. The decrease is primarily due to the closing price of the Company’s common stock on September 30, 2015 being less than the conversion price of the shares of Series D Preferred Stock issued in Julyquarter ended March 31, 2015.

For the nine months ended September 30, 2015, accretion of the beneficial conversion feature on the Company’s Preferred Stock with a conversion price less than the closing market price of the Company’s common stock on the issuance date for new issuances of Preferred Stock was $527,000, a decrease of $75,000, or 12%, compared to $602,000 in the prior year period. The decrease is primarily due to the same factors discussed above.

The Company recorded dividends in kind on shares of its Series A-1 Cumulative Preferred Stock, Series B Participating Convertible Preferred Stock, Series C Participating Convertible Preferred Stock and Series D Preferred Stock. For the three months ended September 30, 2015, dividends on shares of Preferred Stock were $819,000, an increase of $111,000, or 16%, compared to $708,000 in the prior year period. The increase was primarily due to maintenance requirements for updates to our delivered software. The Company expects to report research and development expenses of $318,000 for the issuancesquarter ended March 31, 2016, a decrease of shares$204,000, or 39%, compared to research and development expenses of Series D Preferred Stock discussed above.$522,000 for the first quarter of 2015. For the quarter ended March 31, 2016, the Company expects to report sales and marketing expenses of $202,000, The decrease in research and development expense was primarily attributable to reductions in the number of offshore resources, a decrease of $96,000, or 32%, compared to sales and marketing expenses of $298,000 for the quarter ended March 31, 2015. The decrease was primarily attributable to reductions in head count and related expenses in connection with a shift in the Company’s go to market strategy to focus primarily on integrations with document management software solutions. The Company expects to report general and administrative expenses of $730,000 for the quarter ended March 31, 2016, an increase of $209,000, or 40%, from general and administrative expenses of $521,000 for the first quarter of 2015. The increase was due to expensing certain costs related to the Company’s public offering of common stock.

For the nine monthsquarter ended September 30, 2015, dividendsMarch 31, 2016, based on sharesthese preliminary numbers, the Company expects to report a loss from operations of Preferred Stock were $2,335,000,$1,144,000, an increase of $346,000,$126,000, or 17%12%, compared to $1,989,000 in the prior year period. The increase was primarily due to the issuances of shares of Series D Preferred Stock discussed above.quarter ended March 31, 2015.

Results of Operations –— Years Ended December 31, 20142015 and December 31, 20132014

Revenue

For the year ended December 31, 2014,2015, total revenue was $1,515,000,$1,620,000, an increase of $97,000,$105,000, or 7%, compared to total revenue of $1,418,000$1,515,000 in the prior year. For the year ended December 31, 2014,2015, software product revenue was $766,000, an increase$738,000, a decrease of $38,000,$28,000, or 5%4%, compared to product revenue of $728,000$766,000 in the prior year. Maintenance revenue for the year ended December 31, 2014,2015 was $749,000,$882,000, an increase of $59,000,$133,000, or 9%18%, compared to maintenance revenue of $690,000$749,000 in the prior year. The increasedecrease in software product revenue iswas primarily attributable to the saletiming of introducing new products during the year. The increase in maintenance revenue iswas due to the sale of new enterprise licenses during 20132014 and 2014.2015 and a new maintenance contract entered into with Cegedim SA.

Cost of Sales

For the year ended December 31, 2014,2015, cost of sales was $390,000,$519,000, an increase of $46,000,$129,000, or 13%33%, compared to cost of sales of $344,000$390,000 in the prior year. The increase was due primarily to higher engineering direct labor costs resulting from increased non-recurring engineering orders and maintenance during the year ended December 31, 2014.2015 compared to the prior year.

Operating Expenses

Research and Development Expenses

For the year ended December 31, 2014,2015, research and development expenses were $1,931,000,$1,771,000, a decrease of $142,000,$160,000, or 7%8%, compared to research and development expenses of $2,073,000$1,931,000 in the prior year. Research and development expenses consist primarily of salaries and related costs, outside contract engineering, maintenance items, and allocated facility expenses. The most significant factors contributing to the decrease in research and development expenses were decreases in salaries and wages due to the attrition of fourtwo full time positions two in the second half of 20132014 and twoa decrease in the second halfnumber of 2014.outside engineering personnel. In addition, transfers to cost of sales increased due to the increase in non-recurring engineering orders and maintenance. The decrease in engineering cost was partially offset by an increase in outside engineeringthird party software services associated with the Company’s software development activities.activities and an increase in stock-based compensation expense. For the year ended December 31, 2014,2015, total research and development expenses before IT and cost of sales allocations were $2,354,000,$2,350,000, a decrease of $166,000,$4,000, or 7%0.2%, compared to $2,520,000$2,354,000 of total research and development expenses before allocations in the prior year.

Sales and Marketing Expenses

For the year ended December 31, 2015, sales and marketing expenses were $980,000, a decrease of $284,000, or 22%, compared to sales and marketing expenses of $1,264,000 in the prior year. The decrease is duewas primarily to the decrease in salaries and related expenses, including stock compensation expense, partially offset by the increase in outside engineering services.

Sales and Marketing Expenses

For the year ended December 31, 2014, sales and marketing expenses were $1,264,000,attributable to a decrease in salaries and wages due to the attrition of $8,000, or 1%, compared totwo full time positions, and decreases in other sales and marketing expenses of $1,272,000 in the prior year. The decrease was primarily attributable to lower engineering supportrelated overhead costs compared to the prior year.year partially offset by an increase in stock-based compensation expense.

General and Administrative Expenses

For the year ended December 31, 2014,2015, general and administrative expenses were $1,743,000, a decrease$2,175,000, an increase of $283,000,$432,000, or 14%25%, from general and administrative expenses of $2,026,000$1,743,000 in the prior year. The decreaseincrease was primarily dueattributable to a decreasean increase in salaries and related costs, including stock option compensation and hiring expense, partially offset by increases in other general operating expensesdue to the addition of one accounting position compared to the prior year.year, and professional service fees associated with the Company’s public offering of common stock.

Other Income (Expense), Net

Other income,income/expense, net, was $50,000, an increaseexpense of $73,000,$3,000, a decrease of $53,000, or 317%106%, compared to an expenseincome of $23,000$50,000 in the prior year. The increases weredecrease was primarily due to the sale of one of the Company’s unused trademarks to a third party in the third quarter of 2014.

Interest Expense

For the year ended December 31, 2014,2015, related party interest expense was $0, a decrease$31,000, an increase of $436,000, or 100%,$31,000 compared to related party interest expense of $436,000 in the prior year. The decrease was primarily due to the absence of short-term borrowings during 2014 and the cost of warrants associated with the short-term borrowings. For the year ended December 31, 2014, other party interest expense was $259,000, an increase of $259,000, compared to other party interest expense of $0 in the prior year. The increase was primarily due to short-term borrowings in November and December of 2015. For the year ended December 31, 2015, other party interest expense was $23,000, 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, 2014,2015, the Company recorded $53,000 in debt discount amortization associated with short-term borrowings, $11,000 of which was attributable to a related party loanand $42,000 was attributable to other investors. There was no debt discount was $0, a decrease of $44,000, or 100%, compared to $44,000amortization in the prior year. The decrease was primarily due to the absence of short-term borrowings in 2014.

For the year ended December 31, 2014,2015, the loss on extinguishment of debt was $0, a decrease of $67,000, or 100%, compared to the prior year. The decrease was due to the conversion of short-term notes into shares of Series D Preferred Stock in December 2013, and the write off of the remaining discount associated with warrants issued in November 2013.

The change in fair value of derivative liabilities resulted in a non-cash gain of $7,000, a decrease$18,000, an increase of $96,000,$11,000, or 93%157%, compared to a gain of $103,000$7,000 in the prior year. The change in fair value iswas primarily due to a decrease in the number of outstanding derivatives from the expiration of warrants during 2014, as well as a decreasethe related derivatives in the closing priceNovember of the Company’s common stock at December 31, 2014. The fair value of the Company’s derivative instruments is based on the fair value of our common stock. As such, related gains and losses are dependent upon our common stock price and fluctuate accordingly.2015.

For the year ended December 31, 2014,2015, accretion of the beneficial conversion feature on the Company’s Preferred Stock with an exercise price less than the closing market price on December 31, 20142015 (Series C Participating Convertible Preferred Stock and Series D-1 Convertible Preferred Stock) was $652,000,$526,000, a decrease of $595,000,$126,000, or 48%19%, compared to $1,247,000$652,000 in the prior year period. The decrease is primarilywas 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, 2014,2015, dividends on shares of Preferred Stock were $2,712,000,$3,176,000, an increase of $624,000,$464,000, or 30%17%, compared to $2,088,000$2,712,000 in the prior year period. The increase was primarily due to the issuances of shares of Series D Preferred Stock discussed above.in 2015 and 2014.

In each of the year ended December 31, 2013, the net proceeds of such financings totaling $3,480,000.

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:

Nine Months Ended September 30, 2015 and September 30, 2014

At September 30,December 31, 2015, cash and cash equivalents totaled $358,000,$846,000, compared to cash and cash equivalents of $775,000 at December 31, 2014. The decrease in cash was primarily due to net cash used in operating activities of $2,178,000 and investing activities of $14,000. These uses of cash were partially offset by $1,775,000 in cash provided by financing activities. At September 30, 2015, total current assets were $642,000, compared to total current assets of $977,000 at December 31, 2014. At September 30, 2015, the Company's principal source of funds was cash and cash equivalents.

At September 30, 2015, accounts receivable net, were $159,000, an increase of $37,000, or 30%, compared to accounts receivable net of $122,000 at December 31, 2014. The increase is due primarily to the timing of billings during the three months ended September 30, 2015.

At December 31, 2013.

Other2015, other current liabilities, which include accrued compensation of $293,000$263,000, were $878,000 at December 31, 2014, were $631,000 at December 31, 2014,2015, an increase of $84,000,$247,000, or 15%39%, compared to other current liabilities of $547,000$631,000 at December 31, 2013.2014. The increase iswas primarily due to the accrual of professional services compared to the prior year. Deferred

At December 31, 2015, deferred revenue was $957,000 at December 31, 2014, an increase$839,000, a decrease of $393,000,$118,000, or 70%12%, compared to deferred revenue of $564,000$957,000 at December 31, 2013.2014. The increase isdecrease was primarily due to athe recognition of revenue from the renewal of a five yearfive-year maintenance contract with one of the Company’s customers in December 2014.

For the year ended December 31, 2014, the net proceeds of private and public sales of debt and equity securities totaled $2,209,000. For the year ended December 31, 2013, the net proceeds of private and public sales of debt and equity securities totaled $3,480,000.

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 easily transition between deployment models.

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

Core 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 electronic signature methods, such as handwritten, biometric, click-to-sign and others, as well as technologies related to signature verification, authentication, cryptography and the logging of audit trails to prove signers’ intent. Our technologies enable the appending of secure, legal and regulatory compliant electronic signatures coupled with an enhanced user experience at a fraction of the time and cost required by traditional, paper-based processes for signature capture.

Products

The Company’s enterprise-class SignatureOne® and iSign® suite of electronic signature solutions enable businesses to implement 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 2014 and 2015 include the following:

Our research and development expense was $1,467,000$1,771,000 for the nine monthsyear ended September 30,December 31, 2015, $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 11%24%, 12%13% and 12%10%, respectively, of total revenue for the year ended December 31, 2014, and in the nine months ended September 30, 2015, three customers accounted for 12%, 16% and 17% of our revenue, respectively.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.

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 September 30, 2015,May 6, 2016, the Company employed seventeenfifteen full-time employees and eightseven 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 nine months ended September 30, 2015 and the years ended December 31, 20142015 and 2013,2014, sales in the United States as a percentage of total sales were 92%,93% and 99% and 98%, respectively. At December 31, 20142015 and 2013,2014, long-lived assets located in the United States were $973$664,000 and $1,336,$973,000, respectively. There were no long-lived assets located elsewhere as of December 31, 20142015 and 2013.2014.

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 until 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 authorized 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 Restated Certificate of Incorporation, as amended (the “Charter”) and Bylaws, the Board appointed Michael Engmann and Francis J. Elenio to the 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 2010.2010 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.

Michael Engmann has 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 Goren has served as a director since August 2010. Mr. Goren was appointed the Company’s Chief Financial Officer in December 2010. Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC, the Company’s largest 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 Keiper was appointed the Company’s President and Chief Operating Officer in December 2010. Mr. Keiper is Managing Partner of FirstGlobal Partners LLC where he specializes in working with investors and Boards of Directors in resolving issues related to business continuity, performance and sustainable value creation. Mr. Keiper has over 30 years of business experience, more than 18 of which have been in the management of software, technology and IT product distribution and services organizations. He was President and Chief Executive Officer of Hypercom Corporation (NYSE: HYC) from 2005 to 2007 and served as a member of its Board of Directors from 2000 to 2007. He was Chairman and Chief Executive Officer of Arrange Technology LLC, a software development services outsourcing company, from 2002 to 2005. From 1997 to 2002, he served as a principal in mergers and acquisitions firms serving middle market software and IT services companies. He was Chief Executive Officer of Artisoft, Inc., a public networking and communications software company, from 1993 to 1997, and its Chairman from 1995 to 1997. He held several executive positions, including President and Chief Operating Officer, of MicroAge, Inc., an indirect sales-based IT products distribution and services company, from 1986 to 1993, where he was a key executive in helping to profitably drive more than a billion dollar revenue increase over the course of his tenure with the company.

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

Stanley L. Gilbert has 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

All share and per share information included under this “Executive Compensation” heading does not reflect the proposed 1-for- •  reverse stock split which we intend to effectuate prior to the consummation of the offering or the conversion of all our preferred stock into common stock, which we expect to occur upon consummation of the offering. Such matters are subject to stockholder approval.

Compensation of Named Executive Officers

The following table sets forth the compensation for our fiscal years ended December 31, 20142015 and 20132014 earned by or awarded to, as applicable, our principal executive officer, principal financial officer and our other most highly compensated executive officers as of December 31, 2014.2015. In this prospectus, we refer to such officers as our “named executive officers.”

Mr. Keiper is retained by the Company through 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 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 FGP in 2014.2014 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 FGP Agreement, as long as FGP obtains written approval of the Company prior to incurring any significant expense. Pursuant to a letter agreement dated December 3, 2015,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 December 15, 2015,May 6, 2016, the aggregate amount of deferred compensation due to FGP was $77,333.$186,000. The FGP deferred compensation bearsstarted to bear interest at a rate equal to 24.0% per annum and, subjectin October 2015. Subject to the terms and conditions of thea letter agreement can be convertedbetween the Company and FGP, FGP agreed to convert approximately $93,000 of the accrued and unpaid deferred compensation due to it into shares of the Company’s common stock upon the consummation of the offering at a 30% discount to the per share offering price.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 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

the offering. As of December 15, 2015,May 6, 2016, the aggregate amount of deferred compensation due to SGP was $403,000.$539,700. The SGP deferred compensation bearsstarted to bear interest at a rate equal to 24.0% per annum and, subjectin October 2015. Subject to the terms and conditions of thea letter agreement can be convertedbetween the Company and SGP, SGP agreed to convert $404,775 of the accrued and unpaid deferred compensation due to it into shares of the Company’s 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 at a 30% discount to the per share offering price.offering.

Outstanding Equity Awards at December 31, 20142015

The following table summarizes the outstanding equity award holdings held by our named executive officers at December 31, 2014.2015.