UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):  March 24, 2015
Communication Intelligence Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
000-19301
 
94-2790442
(State or other
 
(Commission File Number)
 
(I.R.S. Employer
jurisdiction of
 
 
 
Identification No.)
incorporation)
 
 
 
 
 
275 Shoreline Drive, Suite 500
Redwood Shores, CA 94065
(Address of principal executive offices)
(650) 802-7888
Registrant's telephone number, including area code


 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 







Item 3.02 Unregistered Sales of Equity Securities

On March 24, 2015, Communication Intelligence Corporation (the "Company") entered into subscription agreements (the "Subscription Agreements") with certain investors (each, an "Investor," and, collectively, the "Investors"). Under the terms of the Subscription Agreements, the Investors purchased an aggregate of 1,233,000 Units (each a "Unit," and, collectively, the "Units") at a purchase price of $1.00 per Unit for an aggregate purchase price of approximately $1.233 million.  Each Unit consists of one (1) share of the Company's Series D-1 Convertible Preferred Stock (the "Series D-1") and one (1) warrant to purchase 22.22 shares of the Company's Common Stock.  The shares of Series D-1 are convertible into shares of Common Stock at an initial conversion price of $0.0225 per share (subject to adjustment). The warrants issued to the Investors entitle the Investors to purchase up to an aggregate of approximately 27.4 million shares of Common Stock.  These warrants are exercisable for a period of three years and have an exercise price of $0.0225 per share.
 
Item 7.01 Regulation FD Disclosure

On March 30, 2015, the Company issued a press release announcing the Company's closing of the financing transaction described above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

99.1  Press Release dated March 30, 2015



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Communication Intelligence Corporation
 Date: March 30, 2015
 
 
By:
/s/ Andrea Goren
 
 
 
 
 
 
Andrea Goren
 
 
Chief Financial Officer
  



Exhibit Index
 
 
 
Exhibit
 
Description
99.1
  
Press Release dated March 30, 2015



EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE


CIC COMPLETES $1.2M FUNDING ROUND


REDWOOD SHORES, CA, March 30, 2015 – Communication Intelligence Corporation ("CIC") (OTCQB: CICI), a leading supplier of electronic signature and other software solutions enabling secure and cost-effective management of document-based digital transactions, today announced that it had closed a new round of funding with a number of existing investors to provide working capital.

In the transaction, which closed on March 24, 2015, investors subscribed to approximately $1.2 million of CIC's Series D-1 Convertible Preferred Stock, which can be converted to common stock at a price of $0.0225 per share. For each share of preferred stock purchased, investors were also issued a three-year warrant to purchase twenty-two shares of common stock at an exercise price of $0.0225 per share.

Additional information on this funding round is available in CIC's Current Report on Form 8-K that will be filed in the coming days with Securities and Exchange Commission, and will be made available at www.sec.gov.


ABOUT CIC
CIC is a leading provider of digital transaction management (DTM) software enabling fully digital (paperless) business processes. CIC's solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. CIC's platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models. CIC is headquartered in Silicon Valley. For more information, please visit our website at www.cic.com. CIC's logo is a trademark of CIC.


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

Contact Information:

CIC
Investor Relations and Media Inquiries:
Andrea Goren
+1.650.802.7723
agoren@cic.com

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