On June 26, 2017, Finjan Holdings, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
B. Riley Co., LLC (the Underwriter)> to which the Company
agreed to issue and sell an aggregate of 3,600,000 shares of its
common stock, par value $0.0001 per share (the Common Stock), at
a public offering price of $3.15 per share (the Offering). Under
the terms of the Underwriting Agreement, the Company also granted
the Underwriters a 30-day option to purchase up to an additional
540,000 shares of Common Stock.

to the Underwriting Agreement, subject to certain exceptions, the
Company, its directors and its officers have agreed not to sell
or otherwise dispose of any of the Common Stock held by them for
a period ending 60 days after the date of the Underwriting
Agreement without first obtaining the written consent of the
Underwriter.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report on Form 8-K and is incorporated by reference
herein. The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit.

Attached as Exhibit 5.1 to this Current Report and incorporated
herein by reference is a copy of the opinion of GCA Law Partners
LLP relating to the validity of the shares that may be sold in
the Offering (the Legal Opinion). The Legal Opinion is also filed
with reference to, and is hereby incorporated by reference into,
the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.