X
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-2790442
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Registrant's telephone number, including area code
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Yes
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X
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No
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Yes
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X
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No
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large accelerated filer
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accelerated filer
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non-accelerated filer
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X
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Smaller reporting Company
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Yes
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No
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X
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Page No.
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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Condensed Consolidated Balance Sheets at March 31, 2013 (unaudited) and
December 31, 2012
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3
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Condensed Consolidated Statements of Operations for the Three-Month
Periods Ended March 31, 2013 and 2012 (unaudited)
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4
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Condensed Consolidated Statements of Comprehensive (Loss)for the Three Month Periods Ended
March 31, 2013 and 2012 (unaudited)
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5
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Condensed Consolidated Statements of Cash Flows for the Three-Month Periods
Ended March 31, 2013 and 2012 (unaudited)
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6
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Notes to Unaudited Condensed Consolidated Financial Statements
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8
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
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18
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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21
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Item 4. Controls and Procedures
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21
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PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
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22
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Item 1A. Risk Factors
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22
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Item 2. Unregistered Sale of Securities and Use of Proceeds
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22
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Item 3. Defaults Upon Senior Securities
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22
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Item 4. Mine Safety Disclosures
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22
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Item 5. Other Information
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22
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Item 6. Exhibits
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(a) Exhibits
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22
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Signatures
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25
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March 31,
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December 31,
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|||||||
2013
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2012
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|||||||
Assets
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Unaudited
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|||||||
Current assets:
|
||||||||
Cash and cash equivalents
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$ | 197 | $ | 486 | ||||
Accounts receivable, net of allowance of $32 at March 31, 2013 and $27 at December 31, 2012
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110 | 701 | ||||||
Prepaid expenses and other current assets
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64 | 73 | ||||||
Total current assets
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371 | 1,260 | ||||||
Property and equipment, net
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26 | 28 | ||||||
Patents, net
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1,563 | 1,655 | ||||||
Other assets
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29 | 29 | ||||||
Total assets
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$ | 1,989 | $ | 2,972 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
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149 | 75 | ||||||
Accrued compensation
|
248 | 289 | ||||||
Other accrued liabilities
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150 | 150 | ||||||
Deferred revenue
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586 | 569 | ||||||
Total current liabilities
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1,133 | 1,083 | ||||||
Deferred revenue long-term
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194 | 249 | ||||||
Deferred rent
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112 | 125 | ||||||
Derivative liability
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64 | 128 | ||||||
Total liabilities
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1,503 | 1,585 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Series A-1 Preferred Stock, $.01 par value; 2,000 shares authorized; 972 and 953 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, ($972 liquidation preference at March 31, 2013)
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972 | 953 | ||||||
Series B Preferred Stock, $.01 par value; 14,000 shares authorized; 10,307and 10,058 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, ($15,460 liquidation preference at March 31, 2013)
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8,436 | 8,188 | ||||||
Series C Preferred Stock, $.01 par value; 4,100 shares authorized; 4,278 and 4,175 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, ($6,417 liquidation preference at March 31, 2013)
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4,813 | 4,754 | ||||||
Series D-1 Preferred Stock, $.01 par value; 3,000 shares authorized; 1,152 and 1,124 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, ($1,152 liquidation preference at March 31, 2013)
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2,174 | 2,158 | ||||||
Series D-2 Preferred Stock, $.01 par value; 8,000 shares authorized; 3,384 and 3,302 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively, ($3,384 liquidation preference at March 31, 2013)
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3,155 | 3,073 | ||||||
Common Stock, $.01 par value; 1,500,000 shares authorized; 232,324 issued, 225,824 outstanding at March 31, 2013 and 231,023 shares issued and 224,523 shares outstanding at December 31, 2012
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2,322 | 2,309 | ||||||
Treasury shares, 6,500 shares at March 31, 2013 and December 31, 2012, respectively
|
(325 | ) | (325 | ) | ||||
Additional paid in capital
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95,107 | 95,262 | ||||||
Accumulated deficit
|
(115,617 | ) | (114,420 | ) | ||||
Accumulated other comprehensive loss
|
(15 | ) | (29 | ) | ||||
Total CIC stockholders' equity
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1,022 | 1,923 | ||||||
Non-Controlling interest
|
(536 | ) | (536 | ) | ||||
Total Stockholders’ equity
|
486 | 1,387 | ||||||
Total liabilities and stockholders' equity
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$ | 1,989 | $ | 2,972 |
Three Months Ended
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||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenue:
|
||||||||
Product
|
$ | 71 | $ | 513 | ||||
Maintenance
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164 | 154 | ||||||
Total revenue
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235 | 667 | ||||||
Operating costs and expenses:
|
||||||||
Cost of sales:
|
||||||||
Product
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5 | 67 | ||||||
Maintenance
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73 | 22 | ||||||
Research and development
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512 | 472 | ||||||
Sales and marketing
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309 | 387 | ||||||
General and administrative
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596 | 491 | ||||||
Total operating costs and expenses
|
1,495 | 1,439 | ||||||
Loss from operations
|
(1,260 | ) | (772 | ) | ||||
Other expense, net
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(1 | ) | (4 | ) | ||||
Interest expense:
|
||||||||
Related party
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− | (27 | ) | |||||
Other
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− | (3 | ) | |||||
Amortization of loan discount:
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||||||||
Related party
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− | (4 | ) | |||||
Other
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− | (1 | ) | |||||
Gain (loss) on derivative liability
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64 | (8 | ) | |||||
Net loss
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(1,197 | ) | (819 | ) | ||||
Accretion of beneficial conversion feature, Preferred Stock:
|
||||||||
Related party
|
(33 | ) | (578 | ) | ||||
Other
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(22 | ) | (81 | ) | ||||
Preferred stock dividends:
|
||||||||
Related party
|
(229 | ) | (68 | ) | ||||
Other
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(194 | ) | (23 | ) | ||||
Income tax
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- | - | ||||||
Net loss before controlling interest
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(1,675 | ) | (1,569 | ) | ||||
Net loss attributable to non-controlling interest
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- | - | ||||||
Net loss attributable to common stockholders’
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$ | (1,675 | ) | $ | (1,569 | ) | ||
Basic and diluted net loss per common share
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$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted average common shares outstanding, basic and diluted
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255,781 | 219,184 |
Three Months Ended
|
||||||||
March 31,
|
||||||||
2013
|
2012
|
|||||||
Net loss
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$ | (1,197 | ) | $ | (819 | ) | ||
Other comprehensive loss, net of tax:
|
||||||||
Foreign currency translation adjustment
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14 | (2 | ) | |||||
Total comprehensive loss
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$ | (1,183 | ) | $ | (821 | ) | ||
Three Months Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
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$ | (1,197 | ) | $ | (819 | ) | ||
Adjustments to reconcile net loss to net cash
used for operating activities:
|
||||||||
Depreciation and amortization
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96 | 162 | ||||||
Amortization of debt discount and deferred financing costs
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− | 5 | ||||||
Stock-based employee compensation
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254 | 151 | ||||||
Series C Preferred Stock issued in settlement of indemnityclaim
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− | 417 | ||||||
Common Stock received as settlement of 16b claim
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− | (325 | ) | |||||
Loss on derivative liability
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(64 | ) | 8 | |||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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591 | 74 | ||||||
Prepaid expenses and other assets
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9 | (23 | ) | |||||
Accounts payable
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74 | 65 | ||||||
Accrued compensation
|
(41 | ) | 36 | |||||
Other accrued liabilities
|
(104 | ) | ||||||
Deferred revenue
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(38 | ) | 20 | |||||
Net cash used for operating activities
|
(316 | ) | (333 | ) | ||||
Cash flows from investing activities:
Acquisition of property and equipment
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(2 | ) | − | |||||
Net cash used for investing activities
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(2 | ) | − | |||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of short-term debt
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− | 125 | ||||||
Proceeds from exercise of warrants for cash
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29 | 213 | ||||||
Proceeds from exercise of stock options
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− | 9 | ||||||
Net cash provided by financing activities
|
29 | 347 | ||||||
Effect of exchange rate changes on cash and cash equivalents
|
− | 1 | ||||||
Net decrease in cash and cash equivalents
|
(289 | ) | 15 | |||||
Cash and cash equivalents at beginning of period
|
486 | 307 | ||||||
Cash and cash equivalents at end of period
|
$ | 197 | $ | 322 |
Three Months Ended
March 31,
|
||||||||
2013
|
2012
|
|||||||
Supplementary disclosure of cash flow information
|
||||||||
Interest paid
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$ | − | $ | − | ||||
Income taxes paid
|
$ | − | $ | − | ||||
Non-cash financing and investing transactions:
|
||||||||
Dividends on Preferred Stock
|
$ | 423 | $ | 91 | ||||
Accretion of beneficial conversion feature on convertiblePreferred Stock
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$ | 55 | $ | 659 | ||||
Cashless exercise of warrants
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$ | − | $ | 202 | ||||
Conversion of Series B Preferred Stock into Common Stock
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$ | − | $ | 140 |
1.
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Nature of business and summary of significant accounting policies
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1.
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Nature of business and summary of significant accounting policies
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1.
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Nature of business and summary of significant accounting policies
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3.
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Patents
|
March 31, 2013
|
December 31, 2012
|
|||||||||||||||
Carrying Amount
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Accumulated Amortization
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Carrying Amount
|
Accumulative Amortization
|
|||||||||||||
Amortizable intangible assets:
|
||||||||||||||||
Patents
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$ | 6,746 | $ | (5,183 | ) | $ | 6,746 | $ | (5,091 | ) |
4.
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Derivative liability
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March 31, 2013
|
December 31, 2012
|
|
Expected term
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0.1 to 2.60 years
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0.3 to 2.80 years
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Volatility
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208.9%
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205.3%
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Risk-free interest rate
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1.87%
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1.78%
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Dividend yield
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0%
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0%
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Value at
|
Quoted prices in active markets
|
Significant other observable inputs
|
Significant unobservable inputs
|
||||
March 31, 2013
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||
Derivative liability
|
$ 64
|
$ −
|
$ −
|
$ 64
|
4.
|
Derivative liability
|
Derivative Liability
|
||||
Balance at January 1, 2013
|
$ | 128 | ||
Gain on derivative liability
|
(64 | ) | ||
Balance at March 31, 2013
|
$ | 64 |
5.
|
Net loss per share
|
5.
|
Net loss per share
|
Three Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
Numerator-basic and diluted net loss
|
$ | (1,675 | ) | $ | (1,569 | ) | ||
Denominator-basic or diluted weighted average number of common shares outstanding
|
255,781 | 219,184 | ||||||
Net loss per share – basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) |
6. | Equity |
Three Months Ended
March 31, 2013
|
Three Months Ended
March 31, 2012
|
||
Risk free interest rate
|
0.04% – 5.11%
|
0.62% – 5.11%
|
|
Expected term (years)
|
2.82 – 7.00
|
2.82 – 7.00
|
|
Expected volatility
|
91.99% – 198.38%
|
93.63% – 147.41%
|
|
Expected dividends
|
None
|
None
|
2013
|
2012
|
|||||||
Research and development
|
$ | 68 | $ | 70 | ||||
Sales and marketing
|
25 | 21 | ||||||
General and administrative
|
146 | 51 | ||||||
Director
|
15 | 9 | ||||||
Total Stock-based compensation
|
$ | 254 | $ | 151 |
6.
|
Equity
|
2013
|
2012
|
|||||||||||||||||||||||||||||||
Options
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
||||||||||||||||||||||||
Outstanding at January 1,
|
44,529 | $ | 0.05 | $ | 2,230 | 51,353 | $ | 0.09 | $ | 4,450- | ||||||||||||||||||||||
Granted
|
26,241 | $ | 0.04 | $ | 1,179 | - | $ | - | $ | - | ||||||||||||||||||||||
Exercised
|
- | $ | - | $ | - | (132 | ) | $ | 0.07 | $ | 2 | |||||||||||||||||||||
Forfeited or expired
|
(500 | ) | $ | 0.09 | $ | 43 | (983 | ) | $ | 0.06 | $ | 64 | ||||||||||||||||||||
Outstanding at March 31
|
70,270 | $ | 0.05 | 5.75 | $ | 3,367 | 50,238 | $ | 0.09 | 5.47 | $ | 4,377 | ||||||||||||||||||||
Vested and expected to vest at March 31
|
70,270 | $ | 0.05 | 5.05 | $ | 3,367 | 50,238 | $ | 0.09 | 5.47 | $ | 4,377 | ||||||||||||||||||||
Exercisable at March 31
|
27,036 | $ | 0.05 | 5.05 | $ | 1,043 | 18,510 | $ | 0.16 | 4.31 | $ | 2,942 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Number Outstanding
|
Weighted Average Remaining Contractual Term (in years)
|
Weighted Average Exercise Price
|
Number Outstanding
|
Weighted Average Exercise Price
|
|||||||||||||||||
$ | 0.07 – $0.50 | 70,232 | 5.76 | $ | 0.05 | 26,998 | $ | 0.05 | ||||||||||||||
0.51 – 1.00 | 38 | 0.50 | $ | 0.75 | 38 | $ | 0.75 | |||||||||||||||
70,270 | 5.75 | $ | 0.05 | 27,036 | $ | 0.05 |
Non-vested Shares
|
Shares
|
Weighted Average
Grant-Date
Fair Value
|
||||||
Non-vested at January 1, 2013
|
21,210 | $ | 0.05 | |||||
Granted
|
26,241 | $ | 0.04 | |||||
Exercised
|
− | $ | 0.00 | |||||
Forfeited
|
(277 | ) | $ | 0.03 | ||||
Vested
|
(3,940 | ) | $ | 0.05 | ||||
Non-vested at March 31, 2013
|
43,234 | $ | 0.04 |
6.
|
Equity
|
Class of Preferred Stock
|
Issue Date
|
Annual Dividend
|
Annual Dividend Payable, in Cash or In Kind
|
Liquidation Preference
|
Conversion Price
|
Current Period Dividends in Kind
|
Shares of Preferred Stock Converted into Common Stock
|
Total Preferred Shares Outstanding
|
Common Shares to be issued if Fully Converted
|
|||||||||||||||||||||
Series A-1
|
May 2008
|
8 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.1400 | 19 | 146 | 972 | 6,943 | ||||||||||||||||||
Series B
|
August 2010
|
10 | % |
Quarterly in Arrears
|
$ | 1.50 | $ | 0.0433 | 248 | 140 | 10,307 | 238,037 | ||||||||||||||||||
Series C
|
December/March 2011
|
10 | % |
Quarterly in Arrears
|
$ | 1.50 | $ | 0.0225 | 103 | 39 | 4,278 | 190,133 | ||||||||||||||||||
Series D-1
|
November 2012
|
10 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.0225 | 28 |
─
|
1,152 | 51,200 | ||||||||||||||||||
Series D-2
|
November 2012
|
10 | % |
Quarterly in Arrears
|
$ | 1.00 | $ | 0.0500 | 81 |
─
|
3,384 | 67,680 |
6.
|
Equity
|
6.
|
Equity
|
March 31, 2013
|
December 31, 2012
|
|||||||||||||||
Warrants
|
Weighted Average Exercise Price
|
Warrants
|
Weighted Average Exercise Price
|
|||||||||||||
Outstanding at beginning of period
|
151,722 | $ | 0.0269 | 182,644 | $ | 0.0261 | ||||||||||
Issued
|
− | − | 8,643 | $ | 0.0500 | |||||||||||
Exercised
|
(1,300 | ) | $ | 0.0280 | (35,162 | ) | $ | 0.0264 | ||||||||
Expired
|
(1,400 | ) | $ | 0.0225 | 4,403 | − | ||||||||||
Outstanding at end of period
|
149,022 | $ | 0.0257 | 151,722 | $ | 0.0269 | ||||||||||
Exercisable at end of period
|
149,022 | $ | 0.0257 | 151,722 | $ | 0.0269 |
Number of Warrants
|
Weighted Average Remaining Life
|
Weighted Average Exercise Price per share
|
||||||||
11,270 | 0.30 | $ | 0.0433 | |||||||
129,109 | 0.82 | $ | 0.0225 | |||||||
8,643 | 2.31 | $ | 0.0500 | |||||||
149,022 | 0.88 | $ | 0.0257 |
7.
|
Subsequent event
|
·
|
Technological, engineering, manufacturing, quality control or other circumstances that could delay the sale or shipment of products;
|
·
|
Economic, business, market and competitive conditions in the software industry and technological innovations that could affect the Company’s business;
|
·
|
The Company’s inability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and
|
·
|
General economic and business conditions and the availability of sufficient financing.
|
Contractual obligations
|
Total
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
||||||||||||||||||
Operating lease commitments (2)
|
1,032 | 207 | 284 | 292 | 249 | - |
1.
|
The Company extended the lease on its offices in April 2010. The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016.
|
Exhibit Number
|
Document
|
3.1
|
Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the Company's Registration Statement on Form 10 (File No. 0-19301).
|
3.2
|
Certificate of Amendment to the Company's Certificate of Incorporation (authorizing the reclassification of the Class A Common Stock and Class B Common Stock into one class of Common Stock) as filed with the Delaware Secretary of State's office on November 1, 1991, incorporated herein by reference to Exhibit 3 to Amendment 1 on Form 8 to the Company's Form 8-A (File No. 0-19301).
|
3.3
|
By-laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 0-19301).
|
3.4
|
By-laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company's Registration Statement on Form 10 (File No. 0-19301).
|
3.5
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated January 24, 2001, incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S/1, filed December 28, 2007.
|
3.6
|
Certificate of Elimination of the Company’s Certificate of Designation of the Series A Preferred Stock dated August 17, 2001, incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S/1, filed December 28, 2007.
|
3.7
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State August 17, 2007, incorporated herein by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
|
3.8
|
Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on May 18, 1995, incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.9
|
Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on June 4, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.10
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2008, incorporated herein by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
|
3.11
|
Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
|
3.12
|
Certificate of Elimination of the Company’s Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 30, 2008, incorporated herein by reference to Exhibit 3.12 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
|
3.13
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2009, incorporated herein by reference to Exhibit 3.13 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
|
3.14
|
Amendment No. 1 to By-laws dated June 17, 2010, incorporated herein by reference to Exhibit 3.14 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010.
|
3.15
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
|
3.16
|
Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
|
Exhibit Number
|
Document
|
3.17
|
Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.17 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
|
3.18
|
Certificate of Amendment to Amended And Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.18 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
|
3.19
|
Second Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.19 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
|
3.20
|
Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.20 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
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3.21
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Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.21 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
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3.22
|
Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
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3.23
|
Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.
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10.59
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Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
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10.60
|
Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.
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10.61
|
Form Of Subscription Agreement, incorporated herein by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
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10.62
|
Amendment No. 1 to the Registration Rights Agreement dated March 31, 2011, incorporated herein by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K filed on April 4, 2011
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10.63
|
Note and Warrant Purchase Agreement dated April 23, 2012, incorporated herein by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2012.
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10.64
|
Form of Subscription Agreement dated September 14, 2012, incorporated herein by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012.
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10.65
|
Form of Unsecured Convertible Promissory Note dated September 14, 2012, incorporated herein by reference to Exhibit 10.65 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012.
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*31.1
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Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*31.2
|
Certificate of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*32.1
|
Certification of Chief Executive Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*32.2
|
Certification of Chief Financial Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*
|
Filed herewith.
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COMMUNICATION INTELLIGENCE CORPORATION
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||
Registrant
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||
May 15, 2013
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/s/ Andrea Goren
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|
Date
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Andrea Goren
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(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)
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Date: May 15, 2013
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/s/ Philip Sassower
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Chairman and Chief Executive Officer
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(Principal Executive Officer of Registrant)
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Equity (Details Textual 2) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | 2 Months Ended | 1 Months Ended | 2 Months Ended | |||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Mar. 31, 2012
Series C Preferred Stock [Member]
|
Mar. 31, 2013
Series C Preferred Stock [Member]
|
Jan. 31, 2013
Other Holders [Member]
|
Mar. 31, 2012
Other Holders [Member]
|
Mar. 31, 2013
Other Holders [Member]
|
|
Class of Warrant or Right [Line Items] | ||||||||
Warrants exercise price | $ 0.0257 | $ 0.0269 | $ 0.0261 | $ 0.0225 | ||||
Exercise period of warrants | 3 years | |||||||
Number of warrants exercised | 1,300,000 | 35,162,000 | 28,678,000 | 6,484,000 | ||||
Number of warrants exercised for cash | 6,222,000 | 1,300,000 | ||||||
Proceeds from issuance of common stock, related to warrants exercise | $ 140 | |||||||
Number of warrants exercised on cashless basis | 22,456,000 | |||||||
Number of common shares called by warrants excercise | 23,928,000 | |||||||
Projected number of common shares, subject to issuance if the remaining warrants are excercised | 122,060,000 | 26,962,000 |
Equity (Details 4) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Equity Instruments, Options, Nonvested Shares Roll-Forward | |
Non-vested shares, Beginning Balance | 21,210 |
Non-vested shares, granted | 26,241 |
Non-vested shares, forfeited, or expired | (277) |
Non-vested shares, vested | (3,940) |
Stock Options Outstanding, Ending Balance | 43,234 |
Weighted Average Grant Date Fair Value, Options Nonvested at beginning of period | $ 0.05 |
Weighted Average Grant Date Fair Value, Options nonvested, grants in period | $ 0.04 |
Weighted Average Grant Date Fair Value, Options nonvested, excercised in period | $ 0.00 |
Weighted Average Grant Date Fair Value, Options nonvested, forfeited in period | $ 0.03 |
Weighted Average Grant Date Fair Value, Options nonvested, vested in period | $ 0.05 |
Weighted Average Grant Date Fair Value, Options nonvested at end of period | $ 0.04 |
Derivative liability (Details 2) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 128 |
Additional liabilities recorded related to warrants issued for services | |
Gain on derivative liability | (64) |
Balance at end of period | $ 64 |
Equity (Details Textual) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Option grants estimated average forfeiture rate | 9.73% | 9.59% |
Stock Options, granted | 26,241 | |
Weighted Average Exercise Price, Granted | $ 0.04 | |
Stock Options, exercised | 132 | |
Weighted Average Exercise Price, Exercised | $ 0.07 | |
Proceeds from exercise of stock options | $ 9 | |
Total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans | $ 704 | |
Unrecognized compensation expense amortization period | 3 years 3 months 18 days |
Patents
|
3 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||
Patents | 3. PatentsThe Company performs intangible asset impairment analysis at least annually in accordance with the relevant accounting guidance. The Company periodically reassesses the lives of its patents and tests for impairment in order to determine whether the book value of each patent exceeds the fair value of each patent. Fair value is determined by estimating future cash flows from the products that are and will be protected by the patents and taking into account the factors listed in Critical Accounting Policies in the Company's Annual Report on Form 10-K. Management completed an analysis of the Company's patents as of December 31, 2012. Based on that analysis, the Company concluded that no impairment of the carrying value of the patents existed. The Company believes that no events or circumstances occurred or changed during the three months ended March 31, 2013, and therefore concluded that no impairment in the carrying values of the patents existed at March 31, 2013. Amortization of patent costs was $92 for the three months ended March 31, 2013 and $91 for the three months ended March 31, 2012, respectively. Intangible Assets The following table summarizes intangible assets (in millions):
|