MATTERSIGHT CORPORATION (NASDAQ:MATR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On February23, 2017, Mattersight Corporation, a Delaware
corporation (the Company), entered into a definitive purchase
agreement (the Purchase Agreement) for the sale of 5,328,187
shares of its common stock (the Shares) to certain investors and
certain officers and directors (collectively, the Purchasers) in
a private placement (the Offering). Under the terms of the
Purchase Agreement, the Company expects to raise approximately
$16.0million in gross proceeds by selling 5,228,187 Shares to
certain investors at a price of $3.00 per share and by selling
100,000 Shares to certain officers and directors (including
certain of their affiliates) at a price of $3.45 per share. The
Offering is expected to close on March1, 2017, subject to the
satisfaction of customary closing conditions.

to the terms of the Purchase Agreement, the Company agreed to use
commercially reasonable efforts to file a registration statement
on Form S-3 (the Registration Statement) with the Securities and
Exchange Commission (the SEC) within 45 days following the
closing of the Offering to register the resale by the Purchasers
of the Shares and to cause the Registration Statement to become
effective within 105 days following after the closing of the sale
of Shares to the Purchasers (135 days in the event of a full
review of the Registration Statement by the SEC). If the Company
fails to file the Registration Statement within such 45-day time
period, or the Registration Statement has not been declared
effective within such 105-day time period (or 135-day time period
in the event of a full review of the Registration Statement by
the SEC), the Purchase Agreement provides for (i)an initial
payment by the Company of partial liquidated damages equal to 1%
of the aggregate purchase price for the Shares then owned by the
Purchasers, and (ii)additional payments by the Company of partial
liquidated damages equal to 1% of the aggregate purchase price
for the Shares then owned by the Purchasers for each 30-day
period thereafter until the Registration Statement has been filed
or declared effective, as the case may be. The Company has also
agreed to other customary obligations regarding registration,
including maintenance of the Registration Statement and specified
indemnification obligations.

The foregoing is only a brief description of the material terms
of the Purchase Agreement and does not purport to be a complete
description of the rights and obligations of the parties
thereunder. The foregoing is qualified in its entirety by
reference to the form of Purchase Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
by reference herein.

The Shares were offered and will be sold to the Purchasers under
the Purchase Agreement in transactions exempt from registration
under the Securities Act of 1933, as amended (the Securities
Act), or state securities laws, in reliance on Section 4(a)(2) of
the Securities Act and Rule 506 of Regulation D of the Securities
Act and in reliance on similar exemptions under applicable state
laws. Each of the Purchasers represented that it is an accredited
investor within the meaning of Rule 501(a) of Regulation D, and
is acquiring the Shares for investment only and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof. The Shares were offered without any general
solicitation by the Company or its representatives.

The aggregate purchase price of the Shares is expected to be
approximately $16.0 and proceeds, after commissions but before
expenses, are expected to be approximately $15.0million.
Craig-Hallum Capital Group LLC is acting as sole placement agent
for the Offering.

The Shares subject to the Purchase Agreement represent 19.99% of
the issued and outstanding shares of the Companys common stock
immediately prior to the execution of the Purchase Agreement. The
Company intends to use the net proceeds of the Offering for
general corporate and working capital purposes.

The securities to be sold in the Offering have not been
registered under the Securities Act or state securities laws and
may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements. Neither this Current Report on Form
8-K nor any
exhibit attached hereto is an offer to sell or the solicitation
of an offer to buy Shares or any other securities of the
Company.

Additional
information regarding the Offering and the issuance of the Shares
is included under Item 1.01 of this Current Report on Form
8-K and is
incorporated herein by reference.

The press release, dated
February24, 2017, announcing the Offering is attached hereto as
Exhibit 99.1 and is incorporated herein by
reference.