CICERO INC. (OTCMKTS:CICN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 27, 2019, Cicero Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, increasing the number of authorized shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), from 5,083 shares to 9,333 shares.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 1.01 — Entry into a Material Definitive Agreement
On March 26, 2019, the Company entered into an Exchange Agreement with John L. Steffens, the Company’s Chairman of the Board, to convert an aggregate of $4,250,197 of principal amount of debt and accrued but unpaid interest into 4,250 shares of the Company’s Series A Preferred Stock at a conversion rate of $1,000 per share. The debt was represented by various promissory notes issued by the Company to Mr. Steffens between July 2017 and February 2018. In connection with the Exchange Agreement, the Company also issued a warrant to Mr. Steffens to purchase up to 17,000,787 shares of the Company’s common stock, par value $0.001 per share. The Warrant is exercisable for a period of ten years at an exercise price of $0.05 per share. The Warrant contains a cash-less exercise provision and is subject to customary anti-dilution protections.
Item 3.02 — Unregistered Sales of Equity Securities
The securities described in Item 1.01 above are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The information required by this Item 3.02 is incorporated by reference to Item 1.01 of this Current Report on Form 8-K.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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Certificate of Amendment. |
CICERO INC Exhibit
EX-3.1 2 cicn_ex31.htm CERTIFICATE OF AMENDMENT. Blueprint Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS,…
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About CICERO INC. (OTCMKTS:CICN)
Cicero, Inc. provides desktop activity intelligence and improvement software that helps organizations isolate issues and automates employee tasks in the contact center and back office. The Company provides a combination of application and process integration, automation and desktop analytics capabilities. The Company operates through the Software product segment. The Company focuses on the activity intelligence and customer experience management market with its Cicero Discovery, Cicero Insight and Cicero Automation products. The Cicero Discovery collects activity and application performance data and tracks business objects across time and across multiple users. The Company’s Cicero Insight is a measurement and analytics solution that collects and presents information about productivity, compliance and revenue. The Company’s Cicero Automation enables businesses to transform human interaction across the enterprise.
