10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                           

Commission File Number: 000-19301

iSign Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-2790442
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2033 Gateway Place, Suite 659, San Jose, CA 95110

(Address of principal executive offices) (Zip Code)

(650) 802-7888

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒   No  ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒  No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Section 12b-2 of the exchange Act) Yes  ☐  No  ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Number of shares outstanding of the issuer’s Common Stock as of May 15, 2020: 5,761,980.

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION
		1
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019	1
	Condensed Consolidated Statements of Operations for the Three-Month Periods Ended March 31, 2020 and 2019 (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three-Month Periods Ended March 31, 2020 and 2019 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2020 and 2019 (unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sale of Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	(a) Exhibits	17
Signatures		21

i

PART I–FINANCIAL INFORMATION

Item 1. Financial Statements.

iSign Solutions Inc.

Condensed Consolidated Balance Sheets

(In thousands)

	March 31,			December 31,
	2020			2019
Assets	Unaudited
Current assets:
Cash and cash equivalents	$	88		$	25
Accounts receivable, net of allowance of $0 at March 31, 2020 and December 31, 2019, respectively		39			61
Prepaid expenses and other current assets		23			22
Total current assets		150			108
Property and equipment, net		7			8
Other assets		5			5
Total assets	$	162		$	121
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,230		$	1,196
Short-term debt, net		2,396			2,246
Accrued compensation		85			71
Other accrued liabilities		883			814
Deferred revenue		453			346
Total current liabilities		5,047			4,673
Deferred revenue long-term		-			70
Other long-term liabilities		723			669
Total liabilities		5,770			5,412
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		58			58
Treasury shares, 5 at March 31, 2020 and December 31, 2019, respectively		(325	)		(325	)
Additional paid in capital		129,673			129,651
Accumulated deficit		(135,014	)		(134,675	)
Total stockholders’ deficit		(5,608	)		(5,291	)
Total liabilities and stockholders’ deficit	$	162		$	121

See accompanying notes to these Condensed Consolidated Financial Statements

1

iSign Solutions Inc.

Condensed Consolidated Statements of Operations

Unaudited

(In thousands, except per share amounts)

	Three Months Ended
	March 31,
	2020			2019
Revenue:
Product	$	31		$	41
Maintenance		159			158
Total revenue		190			199
Operating costs and expenses:
Cost of sales:
Product		2			2
Maintenance		9			16
Research and development		176			171
Sales and marketing		27			26
General and administrative		228			204
Total operating costs and expenses		442			419
Loss from operations		(252	)		(220	)
Other income (expense) net		1			-
Warrant expense		(18	)		-
Interest expense:
Related party		(24	)		(14	)
Other		(45	)		(47	)
Amortization of debt discount:
Related party		-			(3	)
Other		-			(7	)
Loss before income tax expense		(338	)		(291	)
Income tax expense		(1	)		─
Net loss	$	(339	)	$	(291	)
Basic and diluted net loss per common share	$	(0.06	)	$	(0.05	)
Weighted average common shares outstanding, basic and diluted		5,762			5,762

See accompanying notes to these Condensed Consolidated Financial Statements

2

iSign Solutions Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Unaudited

(In thousands)

	Common Stock				Treasury Stock					Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount			Capital		Deficit			Equity
Balance January 1, 2020		5,760	$	58		5	$	(325	)	$	129,651	$	(134,675	)	$	(5,291	)
Stock-based compensation		─		─		─		─		$	22		─			22
Net loss		─		─		─		─			─		(339	)		(339	)
Balance, March 31, 2020		5,760	$	58		5	$	(325	)	$	129,673	$	(135,014	)	$	(5,608	)

	Common Stock			Treasury Stock					Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount	Shares		Amount			Capital		Deficit			equity
Balance January 1, 2019	5,760	$	58	5	$	(325	)	$	129,251	$	(133,589	)	$	(4,605	)
Stock-based compensation	─		─	─		─			59		─			59
Net loss	─		─	─		─			─		(291	)		(291	)
Balance, March 31, 2019	5,760	$	58	5	$	(325	)	$	129,310	$	(133,880	)	$	(4,837	)

See accompanying notes to these Condensed Consolidated Financial Statements

3

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows

Unaudited

(In thousands)

	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(339	)	$	(291	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1			1
Amortization of debt discount		-			10
Amortization of warrants		19			-
Stock-based compensation		22			59
Changes in operating assets and liabilities:
Accounts receivable, net		22			41
Prepaid expenses and other assets		(1	)		(13	)
Accounts payable		34			(14	)
Accrued compensation		14			(3	)
Other accrued and long-term liabilities		104			112
Deferred revenue		37			45
Net cash used in operating activities		(87	)		(53	)
Cash flows from investing activities:
Acquisition of property and equipment		-			(2	)
Net cash used in investing activities		-			(2	)
Cash flows from financing activities:
Proceeds from the issuance of short-term debt		150			-
Net cash provided by financing activities		150			-
Net increase in cash and cash equivalents		63			(55	)
Cash and cash equivalents at beginning of period		25			335
Cash and cash equivalents at end of period	$	88		$	280

See accompanying notes to these Condensed Consolidated Financial Statements

4

iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

Unaudited

(In thousands)

	Three Months Ended March 31,
	2020		2019
Supplementary disclosure of cash flow information
Interest paid	$	4	$	1
Income taxes paid	$	1	$	─

See accompanying notes to these Condensed Consolidated Financial Statements

5

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign’s platform can be deployed both on premise and as a cloud-based (“SaaS”) service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company’s products include SignatureOne™ Ceremony™ Server, the iSign™ suite of products and services, including iSign™ Enterprise and iSign™ Console™, and Sign-it™ programs.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company’s consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company’s results of operations and cash flows for the periods presented. The Company’s interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at March 31, 2020 the Company’s accumulated deficit was $135,014. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of March 31, 2020, the Company’s cash balance was $88. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

6

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company’s business, results of operations and ability to operate as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interaction between Topic 321, Topic 323 and Topic 815. The amended guidance in this update was issued to clarify the interaction of the accounting for equity securities under Topic 321, Investments—Equity Securities; investments accounted for under the equity method of accounting in Topic 323, Investments—Equity Method and Joint Ventures; and the accounting for certain forward contracts and purchased options accounted for under Topic 815, Derivatives and Hedging. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company will evaluate ASU 2020-01. The Company believes the adoption of ASU 2020-01 will have no impact on the Company’s financial statements.

Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. The Board decided to issue a separate update to improve various financial instruments Topics in the Codification to increase stakeholder awareness of the amendments and to clarify and improve the understandability of the guidance of Topics. The amendments are effective immediately.

The Company believes the adoption of ASU 2020-03 will have no impact on the Company’s financial statements.

2. Concentrations

The following table summarizes accounts receivable and revenue concentrations:

	Accounts Receivable As of March 31,						Total Revenue As of March 31,
	2020			2019			2020			2019
Customer #1		-			-			12	%		12	%
Customer #2		85	%		83	%		18	%		17	%
Customer #3		-			-			18	%		18	%
Customer #4		-			-			26	%		20	%
Customer #5		13	%		-			-			-
Total concentration		98	%		83	%		74	%		67	%

3. Net Loss Per Share

The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding.

7

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

3. Net Loss Per Share (continued)

The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the inclusion of shares from the assumed exercise of such options and warrants would be anti-dilutive:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Stock options		1,067		1,077
Warrants		2,536		2,813

4. Debt

Advances:

In January and March 2020, the Company received, from affiliates, advances aggregating $75 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. On March 25, 2020, the affiliates converted their advances into unsecured notes. The Company paid the advance fees of $4 in cash, and recorded them as interest expense in the quarter ended March 31, 2020.

Notes payable:

On March 25, 2020, the Company issued an aggregate of $150 in unsecured notes to affiliates and other investors. The Company received $75 in cash and $75 in exchange for the advances discussed above. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $0.50 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2020.

During the three months ended March 31, 2020, the Company accrued $69 of interest expense, $60 associated with the outstanding secured and unsecured convertible promissory notes, of which $24 was to related parties and $36 was to other investors. For the three months ended March 31, 2019, the Company accrued $61 of interest expense, $53 associated with its outstanding notes, of which $13 was to related parties and $40 was to other investors.

The Company recorded $0 and $10 in debt discount amortization for the three months ended March 31, 2020 and 2019, respectively.

5. Stockholders’ Equity (Deficit)

Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model.

Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended March 31, 2020 and 2019 was approximately 6.43% and 5.95%, respectively, based on historical data.

8

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

5. Stockholders’ Equity (Deficit) (continued)

Valuation and Expense Information:

The weighted-average fair value of stock-based compensation is based on the Black-Scholes-Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized over the vesting period of the options.

No options were granted during the three months ended March 31, 2020. The Company granted stock options to purchase 40,000 shares of common stock during the three months ended March 31, 2019. There were no stock options exercised during the three months ended March 31, 2020 and 2019, respectively.

The fair value calculations for the stock options granted are based on the following assumptions:

	Three Months Ended March 31, 2019
Risk free interest rate		2.30	%
Expected life (years)		6.1
Expected volatility		191.65	%
Expected dividend yield		None

The following table summarizes the allocation of stock-based compensation expense for the three months ended March 31:

	2020		2019
Research and development	$	3	$	10
Sales and marketing		-		─
General and administrative		16		40
Director		3		9
Total stock-based compensation	$	22	$	59

A summary of option activity under the Company’s plans for the three months ended March 31, 2020 and 2019 is as follows:

	2020									2019
Options	Shares			Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1		1,077		$	1.59		-	$	-		1,037	$	1.65		-		-
Granted		-		$	-		-		-		40	$	0.50		-		-
Canceled		(10	)	$	56.10
Outstanding at March 31		1,067		$	1.07		4.76	$	-		1,077	$	1.61		5.72		-
Vested and expected to vest at March 31		1,062		$	1.59		4.92	$	-		1,077	$	1.61		5.72	$	-
Exercisable at March 31		736		$	1.25		4.60	$	-		402	$	3.24		5.28	$	-

9

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

5. Stockholders’ Equity (Deficit) (continued)

The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2020:

	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
$0.01 - $0.50		655		4.49	$	0.50		521	$	0.50
$0.51 - $1.00		393		5.36	$	0.78		196	$	0.78
$1.01 - $25.00		2		2.32	$	15.94		2	$	15.94
$25.01 – $625.00		17		1.77	$	28.12		17	$	28.12
Total		1,067		4.76	$	1.07		736	$	1.25

A summary of the status of the Company’s non-vested shares as of March 31, 2020 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2020		417		$	0.65
Vested		(86	)	$	0.67
Non-vested at March 31, 2020		331		$	0.67

As of March 31, 2020, there was $75 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 1.03 years.

Warrants

The Company did not issue any warrants during the three months ended March 31, 2020. On February 6, 2019, the Company issued warrants to purchase 985,000 shares of common stock to 4 consultants and an employee in connection with the accrued compensation owed by the Company to the employee and consultants. The warrants are exercisable for three years with an exercise price of $0.50 per share. The warrants may not be exercised for cash or on a cashless basis, and may solely be exercised using the holder’s outstanding accrued compensation on the date of exercise.

A summary of the warrant activity to purchase shares of Common Stock for the three months ended March 31 is as follows:

	2020				2019
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period		2,536	$	1.52		1,828	$	2.08
Issued		-	$			985	$	0.50
Outstanding at end of period		2,536	$	1.52		2,813	$	1.53
Exercisable at end of period		2,536	$	1.52		2,813	$	1.53

10

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

5. Stockholders’ Equity (Deficit) (continued)

A summary of the status of the warrants outstanding and exercisable to purchase shares of Common Stock as of March 31, 2020 is as follows:

Number of Shares		Weighted Average Remaining Life			Weighted Average Exercise Price per share
	1,551		1.15	$		2.18
	985		1.88	$		0.50
	2,536		1.43	$		1.52

6. Subsequent event

On May 6, 2020, the Company received loan proceeds in the amount of approximately $123,077 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds, for the most part, will meet the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part.

11

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Forward Looking Statements

Certain statements contained in this quarterly report on Form 10-Q, 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 Securities 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 those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, including the following:

● 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.

Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, as a result of new information, future events or otherwise.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in Part 1, Item 1 of this quarterly report on Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2019.

Overview

The Company is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management of document-based transactions. iSign’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. iSign’s software platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models.

The Company was incorporated in Delaware in October 1986. Except for the year ended December 31, 2004, in each year since its inception the Company has incurred losses. For the two-year period ended December 31, 2019, net losses aggregated approximately $2,113, and, at March 31, 2020, the Company’s accumulated deficit was approximately $135,014.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

12

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

For the three months ended March 31, 2020, total revenue was $190, a decrease of $9, or 5%, compared to total revenue of $199 in the prior year period. The decrease in revenue is primarily attributable to a decrease in the Company’s product revenue for the quarter.

The net loss for the three months ended March 31, 2020 was $339, an increase of $48, or 16%, compared to a net loss of $291 in the prior year period. The increase in net loss is due to the decrease in revenue of $9 and increases in overhead expenses of $23 or 5%, and increases in other non-cash warrant, interest and debt discount expense of $47 or 16% compared to the prior year.

Critical Accounting Policies and Estimates  

Refer to Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2019 Form 10-K.

Effect of Recent Accounting Pronouncement

Accounting Standards Updates issued as of March 31, 2020 are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Results of Operations

Revenue

For the three months ended March 31, 2020, product revenue was $31, a decrease of $10, or 24%, compared to product revenue of $41 in the prior year period. The decrease in product revenue is primarily due to transaction volume compared to the prior year period. For the three months ended March 31, 2020, maintenance revenue was $159, an increase of $1, or 1%, compared to maintenance revenue of $158 in the prior year period.

Cost of Sales

For the three months ended March 31, 2020, cost of sales was $11, a decrease of $7, or 39%, compared to cost of sales of $18 in the prior year period. The decrease in cost of sales is primarily attributable to the decrease in direct engineering costs associated with maintenance activities compared to the prior year period.

Operating expenses

Research and Development Expenses

For the three months ended March 31, 2020, research and development expense was $176, an increase of $5, or 3%, compared to research and development expense of $171 in the prior year period. Research and development expenses consist primarily of salaries and related costs, outside engineering, maintenance items, and allocated facilities expenses. The increase in research and development expense was due to an increase in salaries and related expenses of $5, or 4%, compared to the prior year. Gross engineering expenses, before allocations to cost of sales, was $187 a decrease of $5, or 3%, compared to $192 in the prior year period, due primarily to the decrease in professional services and facilities allocation expenses.

Sales and Marketing Expenses

For the three months ended March 31, 2020, sales and marketing expense was $27, an increase of $1, or 4%, compared to $26 in the prior year period. The increase was primarily attributable to an increase in commissions and professional services.

13

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

General and Administrative Expenses

For the three months ended March 31, 2020, general and administrative expense was $228, an increase of $24, or 12%, compared to general and administrative expense of $204 in the prior year period. The increase was due primarily to increases in other administrative overhead expenses of $45, offset by reductions of $21 in salaries and related expense, compared to the prior year period.

Other income and expense

Other income, expense was $1, an increase of $1, or 100% compared to $0 in the prior year. Warrant expense related to deferred salaries for the three months ended March 31, 2020 was $18, an increase of $18, or 100% compared to the prior year.

Interest expense for the three months ended March 31, 2020 was $69, an increase of $8, or 13% compared to interest expense of $61 in the prior year period. The increase is due to an increase in the interest rate on the unsecured notes from 6% to 10% in the second half of 2019, and an increase in short-term debt and other unpaid interest-bearing liabilities. Interest expense on short-term debt associated with related parties was $24 and non-related party interest expense was $45.

Amortization of debt discount was $0 for the three months ended March 31, 2020, a decrease of $10, or 100% compared to $10 in the prior year period. The extension of the due dates for the secured and unsecured convertible promissory notes to December 31, 2020 resulted in this decline in amortization expense.

Liquidity and Capital Resources

At March 31, 2020, cash and cash equivalents totaled $88, compared to cash and cash equivalents of $25 at December 31, 2019. The increase in cash was due to cash flows from financing activities of $150, offset by cash used in operating activities of $87. At March 31, 2020, total current assets were $150 compared to total current assets of $108 at December 31, 2019. At March 31, 2020, the Company’s principal sources of funds included its cash and cash equivalents aggregating $88.

At March 31, 2020, accounts receivable net, was $39, a decrease of $22, or 36%, compared to accounts receivable, net of $61 at December 31, 2019. The decrease is due primarily due to faster collection times for accounts receivable.

At March 31, 2020, prepaid expenses and other current assets were $23, an increase of $1, or 5%, compared to prepaid expenses and other current assets of $22 at December 31, 2019. The increase is due primarily to prepayments of insurance premiums for the current year.

At March 31, 2020, total current liabilities were $5,047, an increase of $374, or 8%, compared to total current liabilities of $4,673 at December 31, 2019.

At March 31, 2020, accounts payable were $1,230, an increase of $34, or 3%, from the December 31, 2019 balance of $1,196. The increase is due primarily to professional fees for engineering services and accounting fees related to the prior year audit.

At March 31, 2020, accrued compensation was $85, an increase of $14, or 20%, compared to accrued compensation of $71 at December 31, 2020. The increase is due primarily to the accrual of commissions and salary increases during the quarter ended March 31, 2020.

Other accrued liabilities were $883, an increase of $69, or 8%, compared to other accrued liabilities of $814 at December 31, 2019, primarily due to the accrual of interest on the Company’s debt and certain franchise taxes.

14

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Deferred revenue was $453 at March 31, 2020, an increase of $107, or 31%, compared to deferred revenue of $346 at December 31, 2019. The increase is primarily due to the renewal of maintenance contracts offset by the recognition of maintenance revenues during the quarter ended March 31, 2020.

In January and March 2020, the Company received, from affiliates, advances aggregating $75 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. On March 25, 2020, the affiliates converted their advances into unsecured notes. The Company paid the advance fees of $4 in cash, and recorded them as interest expense in the quarter ended March 31, 2020.

On March 25, 2020, the Company issued an aggregate of $150 in unsecured notes to affiliates and other investors. The Company received $75 in cash and $75 in exchange for the advances discussed above. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $0.50 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2020.

For the three months ended March 31, 2020, the Company incurred $69 of interest expense and $0 in amortization of debt discount. For the three months ended March 31, 2019, the Company incurred $61 of interest expense and $10 in amortization of debt discount.

The Company had no material commitments as of March 31, 2020.

The Company has experienced recurring losses from operations that raise a substantial doubt about its ability to continue as a going concern. There can be no assurance that the Company will have adequate capital resources to fund planned operations or that any additional funds will be available to it when needed, or if available, will be available on favorable terms or in amounts required by it. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company’s business, results of operations and ability to operate as a going concern.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

The Company did not enter into any short-term security investments during the three months ended March 31, 2020.

Foreign Currency Risk

From time to time, the Company makes certain capital equipment or other purchases denominated in foreign currencies. As a result, the Company’s cash flows and earnings are exposed to fluctuations in interest rates and foreign currency exchange rates. The Company attempts to limit these exposures through operational strategies and generally has not hedged currency exposures. During the three months ended March 31, 2020 and 2019, foreign currency translation gains and losses were insignificant.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 and 15d-15 under the Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation and because of the material weaknesses in our internal control over financial reporting described below, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

15

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Management identified the following control deficiencies that constitute material weaknesses that are not fully remediated as of the filing date of this report:

As a small company with limited resources that are mainly focused on the development and sales of software products and services, iSign does not employ a sufficient number of staff in its finance department to possess an optimal segregation of duties or to provide optimal levels of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of personnel in its finance department.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The Company considered these limitations during the development of its disclosure controls and procedures, and will continually reevaluate them to ensure they provide reasonable assurance that such controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

16

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

PART II–OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sale of Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits.

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/1A, filed December 20, 2007.

17

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
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/1A, filed December 20, 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/1A filed on December 20, 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.
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.
3.21	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.
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.

18

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
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.
3.24	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on October 22, 2012.
3.25	Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.25 to the Company’s Form 10-K filed March 31, 2014.
3.26	Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.26 to the Company’s Form 10-K filed March 31, 2014.
3.27	Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, incorporated herein by reference to Exhibit 3.27 to the Company’s Form 10-K filed March 31, 2014.
3.28	Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.28 to the Company’s Form 10-K filed March 31, 2014.
3.29	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 10, 2013, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on November 1, 2013.
3.30	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2013, incorporated herein by reference to Exhibit 3.30 to the Company’s Form 10-K filed March 31, 2014.
3.31	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 16, 2014, incorporate herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on October 17, 2014.
3.32	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on March 24, 2015, incorporated herein by reference to Exhibit 3.32 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2015.
3.33	Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.34	Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.35	Certificate of Amendment to the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.36	Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.37	Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed May 19, 2016.
10.59	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.
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.

19

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
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.
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
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.
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.
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.
10.66	Form of Subscription Agreement dated May 17, 2013, incorporated herein by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2013.
10.67	Form of Subscription Agreement dated December 31, 2013, incorporated herein by reference to Exhibit 10.67 to the Company’s Form 10-K filed March 31, 2014.
10.68	Credit Agreement with Venture Champion Asia Limited dated May 6, 2014, incorporated herein by reference to Exhibit 10.68 to the Company’s Form 10-Q filed August 15, 2014.
10.69	Form of Subscription Agreement dated August 5, 2014, incorporated herein by reference to Exhibit 10.69 to the Company’s Form 10-K filed March 31, 2015.
10.70	Form of Subscription Agreement dated March 24, 2015, incorporated herein by reference to Exhibit 10.70 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2015.
10.71	Form of Subscription Agreement dated July 23, 2015, incorporated herein by reference to Exhibit 10.71 to the Company’s Quarterly Report on Form 10-Q filed November 16, 2015.
10.72	Note and Warrant Purchase Agreement dated November 3, 2016, incorporated herein by reference to Exhibit 10.72 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.73	Form of Unsecured Convertible Promissory Note dated November 3, 2016, incorporated herein by reference to Exhibit 10.73 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.74	Note Purchase Agreement dated May 23, 2017, incorporated herein by reference to Exhibit 10.74 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.75	Form of Secured Convertible Promissory Note dated May 23, 2017, incorporated herein by reference to Exhibit 10.75 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
*31.1	Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certificate of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*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
*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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

20

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

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 thereunto duly authorized.

iSign Solutions Inc.

Registrant

May 15, 2020	/s/ Andrea Goren
Date	Andrea Goren
	(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip Sassower, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of iSign Solutions Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020

/s/ Philip Sassower

Chairman and Chief Executive Officer

(Principal Executive Officer of Registrant)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrea Goren, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of iSign Solutions Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2020

/s/Andrea Goren

Chief Financial Officer

(Principal Financial Officer of Registrant)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip S. Sassower, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of iSign Solutions Inc. on Form 10-Q for the quarterly period ended March 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of iSign Solutions Inc.

Date: May 15, 2020

By:	/s/ Philip S. Sassower
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to iSign Solutions Inc. and will be retained by iSign Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by iSign Solutions Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that iSign Solutions Inc. specifically incorporates it by reference.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrea Goren, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of iSign Solutions Inc. on Form 10-Q for the quarterly period ended March 31, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of iSign Solutions Inc.

Date: May 15, 2020

By:	/s/ Andrea Goren
	Chief Financial Officer
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to iSign Solutions Inc. and will be retained by iSign Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by iSign Solutions Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that iSign Solutions Inc. specifically incorporates it by reference.

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Stockholders’ Equity (Deficit)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders’ Equity (Deficit)

5. Stockholders' Equity (Deficit)

Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model.

Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended March 31, 2020 and 2019 was approximately 6.43% and 5.95%, respectively, based on historical data.

Valuation and Expense Information:

The weighted-average fair value of stock-based compensation is based on the Black-Scholes-Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized over the vesting period of the options.

No options were granted during the three months ended March 31, 2020. The Company granted stock options to purchase 40,000 shares of common stock during the three months ended March 31, 2019. There were no stock options exercised during the three months ended March 31, 2020 and 2019, respectively.

The fair value calculations for the stock options granted are based on the following assumptions:

	Three Months Ended March 31, 2019
Risk free interest rate		2.30	%
Expected life (years)		6.1
Expected volatility		191.65	%
Expected dividend yield		None

The following table summarizes the allocation of stock-based compensation expense for the three months ended March 31:

	2020		2019
Research and development	$	3	$	10
Sales and marketing		-		─
General and administrative		16		40
Director		3		9
Total stock-based compensation	$	22	$	59

A summary of option activity under the Company's plans for the three months ended March 31, 2020 and 2019 is as follows:

	2020									2019
Options	Shares			Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1		1,077		$	1.59		-	$	-		1,037	$	1.65		-		-
Granted		-		$	-		-		-		40	$	0.50		-		-
Canceled		(10	)	$	56.10
Outstanding at March 31		1,067		$	1.07		4.76	$	-		1,077	$	1.61		5.72		-
Vested and expected to vest at March 31		1,062		$	1.59		4.92	$	-		1,077	$	1.61		5.72	$	-
Exercisable at March 31		736		$	1.25		4.60	$	-		402	$	3.24		5.28	$	-

The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2020:

	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
$0.01 - $0.50		655		4.49	$	0.50		521	$	0.50
$0.51 - $1.00		393		5.36	$	0.78		196	$	0.78
$1.01 - $25.00		2		2.32	$	15.94		2	$	15.94
$25.01 – $625.00		17		1.77	$	28.12		17	$	28.12
Total		1,067		4.76	$	1.07		736	$	1.25

A summary of the status of the Company's non-vested shares as of March 31, 2020 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2020		417		$	0.65
Vested		(86	)	$	0.67
Non-vested at March 31, 2020		331		$	0.67

As of March 31, 2020, there was $75 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 1.03 years.

Warrants

The Company did not issue any warrants during the three months ended March 31, 2020. On February 6, 2019, the Company issued warrants to purchase 985,000 shares of common stock to 4 consultants and an employee in connection with the accrued compensation owed by the Company to the employee and consultants. The warrants are exercisable for three years with an exercise price of $0.50 per share. The warrants may not be exercised for cash or on a cashless basis, and may solely be exercised using the holder's outstanding accrued compensation on the date of exercise.

A summary of the warrant activity to purchase shares of Common Stock for the three months ended March 31 is as follows:

	2020				2019
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period		2,536	$	1.52		1,828	$	2.08
Issued		-	$			985	$	0.50
Outstanding at end of period		2,536	$	1.52		2,813	$	1.53
Exercisable at end of period		2,536	$	1.52		2,813	$	1.53

A summary of the status of the warrants outstanding and exercisable to purchase shares of Common Stock as of March 31, 2020 is as follows:

Number of Shares		Weighted Average Remaining Life			Weighted Average Exercise Price per share
	1,551		1.15	$		2.18
	985		1.88	$		0.50
	2,536		1.43	$		1.52

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Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2020

Net Loss Per Share [Abstract]

Schedule of options and warrants would be anti-dilutive

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Stock options		1,067		1,077
Warrants		2,536		2,813

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Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net Loss Per Share [Abstract]
Stock options	1,067	1,077
Warrants	2,536	2,813

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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2018	$ 58	$ (325)	$ 129,251	$ (133,589)	$ (4,605)
Balance, shares at Dec. 31, 2018	5,760	5
Stock-based compensation			59		59
Net loss				(291)	(291)
Balance at Mar. 31, 2019	$ 58	$ (325)	129,310	(133,880)	(4,837)
Balance, shares at Mar. 31, 2019	5,760	5
Balance at Dec. 31, 2019	$ 58	$ (325)	129,651	(134,675)	(5,291)
Balance, shares at Dec. 31, 2019	5,760	5
Stock-based compensation			22		22
Net loss				(339)	(339)
Balance at Mar. 31, 2020	$ 58	$ (325)	$ 129,673	$ (135,014)	$ (5,608)
Balance, shares at Mar. 31, 2020	5,760	5

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	iSign Solutions Inc.
Entity Central Index Key	0000727634
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	000-19301
Entity Interactive Data Current	Yes
Entity Incorporation state Country Code	DE
Entity Common Stock, Shares Outstanding		5,761,980

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Net Loss Per Share

3 Months Ended

Mar. 31, 2020

Net Loss Per Share [Abstract]

Net Loss Per Share

3. Net Loss Per Share

The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding.

The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the inclusion of shares from the assumed exercise of such options and warrants would be anti-dilutive:

	For the Three Months Ended
	March 31, 2020		March 31, 2019
Stock options		1,067		1,077
Warrants		2,536		2,813

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Stockholders' Equity (Deficit) (Details 2) - USD ($) shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Shares
Exercisable at March 31			736
Option [Member]
Shares
Outstanding at January 1	1,077	1,037
Granted		40
Canceled	(10)
Outstanding at March 31	1,067	1,077
Vested and expected to vest at March 31	1,062	1,077
Exercisable at March 31			736	402
Weighted Average Exercise Price Per share
Outstanding at January 1	$ 1.59	$ 1.65
Granted		0.50
Canceled	56.10
Outstanding at March 31	1.25	3.24
Vested and expected to vest at March 31	1.59	1.61
Exercisable at March 31	$ 1.59	$ 3.24	$ 1.25	$ 3.24
Weighted Average Remaining Contractual Life Term (in years)
Outstanding at March 31	4 years 9 months 3 days	5 years 8 months 19 days
Vested and expected to vest at March 31	4 years 11 months 1 day	5 years 8 months 19 days
Exercisable at March 31	4 years 7 months 6 days	5 years 3 months 11 days
Aggregate Intrinsic Value
Outstanding at January 1
Granted
Canceled
Outstanding at March 31
Vested and expected to vest at March 31
Exercisable at March 31

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Stockholders' Equity (Deficit) (Details 6) shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Warrants | shares	2,536
Weighted Average Remaining Life (years)	1 year 5 months 5 days
Weighted Average Exercise Price per share | $ / shares	$ 1.52
Warrants Group One [Member]
Class of Warrant or Right [Line Items]
Number of Warrants | shares	1,551
Weighted Average Remaining Life (years)	1 year 1 month 24 days
Weighted Average Exercise Price per share | $ / shares	$ 2.18
Warrants Group Two [Member]
Class of Warrant or Right [Line Items]
Number of Warrants | shares	985
Weighted Average Remaining Life (years)	1 year 10 months 17 days
Weighted Average Exercise Price per share | $ / shares	$ 0.50

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Stockholders' Equity (Deficit) (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 22	$ 59
Research and development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	3	10
Sales and marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	16	40
Director [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 3	$ 9

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Stockholders' Equity (Deficit) (Details 5) - Warrant [Member] - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares, Outstanding at beginning of period	2,536	1,828
Shares, Issued		985
Shares, Outstanding at end of period	2,536	2,813
Shares, Exercisable at end of period	2,536	2,813
Weighted Average Exercise Price Per Share, Outstanding at beginning of period	$ 1.52	$ 2.08
Weighted Average Exercise Price Per Share, Issued		0.50
Weighted Average Exercise Price Per Share, Outstanding at end of period	1.52	1.53
Weighted Average Exercise Price Per Share, Exercisable at end of period	$ 1.52	$ 1.53

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Concentrations (Details)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounts Receivable [Member]
Concentration Risk [Line Items]
Total concentration	98.00%	83.00%
Accounts Receivable [Member] | Customer #1 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #2 [Member]
Concentration Risk [Line Items]
Total concentration	85.00%	83.00%
Accounts Receivable [Member] | Customer #3 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #4 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #5 [Member]
Concentration Risk [Line Items]
Total concentration	13.00%
Total Revenue [Member]
Concentration Risk [Line Items]
Total concentration	74.00%	67.00%
Total Revenue [Member] | Customer #1 [Member]
Concentration Risk [Line Items]
Total concentration	12.00%	12.00%
Total Revenue [Member] | Customer #2 [Member]
Concentration Risk [Line Items]
Total concentration	18.00%	17.00%
Total Revenue [Member] | Customer #3 [Member]
Concentration Risk [Line Items]
Total concentration	18.00%	18.00%
Total Revenue [Member] | Customer #4 [Member]
Concentration Risk [Line Items]
Total concentration	26.00%	20.00%
Total Revenue [Member] | Customer #5 [Member]
Concentration Risk [Line Items]
Total concentration

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Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

4. Debt

Advances:

In January and March 2020, the Company received, from affiliates, advances aggregating $75 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. On March 25, 2020, the affiliates converted their advances into unsecured notes. The Company paid the advance fees of $4 in cash, and recorded them as interest expense in the quarter ended March 31, 2020.

Notes payable:

On March 25, 2020, the Company issued an aggregate of $150 in unsecured notes to affiliates and other investors. The Company received $75 in cash and $75 in exchange for the advances discussed above. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $0.50 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2020.

During the three months ended March 31, 2020, the Company accrued $69 of interest expense, $60 associated with the outstanding secured and unsecured convertible promissory notes, of which $24 was to related parties and $36 was to other investors. For the three months ended March 31, 2019, the Company accrued $61 of interest expense, $53 associated with its outstanding notes, of which $13 was to related parties and $40 was to other investors.

The Company recorded $0 and $10 in debt discount amortization for the three months ended March 31, 2020 and 2019, respectively.

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Concentrations (Tables)

3 Months Ended

Mar. 31, 2020

Risks and Uncertainties [Abstract]

Schedule of accounts receivable and revenue concentrations

	Accounts Receivable As of March 31,						Total Revenue As of March 31,
	2020			2019			2020			2019
Customer #1		-			-			12	%		12	%
Customer #2		85	%		83	%		18	%		17	%
Customer #3		-			-			18	%		18	%
Customer #4		-			-			26	%		20	%
Customer #5		13	%		-			-			-
Total concentration		98	%		83	%		74	%		67	%

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Concentrations

3 Months Ended

Mar. 31, 2020

Risks and Uncertainties [Abstract]

Concentrations

2. Concentrations

The following table summarizes accounts receivable and revenue concentrations:

	Accounts Receivable As of March 31,						Total Revenue As of March 31,
	2020			2019			2020			2019
Customer #1		-			-			12	%		12	%
Customer #2		85	%		83	%		18	%		17	%
Customer #3		-			-			18	%		18	%
Customer #4		-			-			26	%		20	%
Customer #5		13	%		-			-			-
Total concentration		98	%		83	%		74	%		67	%

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue:
Product	$ 31	$ 41
Maintenance	159	158
Total revenue	190	199
Cost of sales:
Product	2	2
Maintenance	9	16
Research and development	176	171
Sales and marketing	27	26
General and administrative	228	204
Total operating costs and expenses	442	419
Loss from operations	(252)	(220)
Other income (expense) net	1
Warrant expense	(18)
Interest expense:
Related party	(24)	(14)
Other	(45)	(47)
Amortization of debt discount:
Related party		(3)
Other		(7)
Loss before income tax expense	(338)	(291)
Income tax expense	(1)
Net loss	$ (339)	$ (291)
Basic and diluted net loss per common share	$ (0.06)	$ (0.05)
Weighted average common shares outstanding, basic and diluted	5,762	5,762

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Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended
	Mar. 31, 2020	Jan. 31, 2020	Mar. 31, 2020	Mar. 31, 2019	Mar. 25, 2020
Debt (Textual)
Aggregating amount of debt	$ 75	$ 75	$ 75
Debt instrument, description			Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. On March 25, 2020 the affiliates converted their advances into unsecured notes. The Company paid the advance fees of $4 in cash, and recorded them as interest expense in the quarter ended March 31, 2020.
Amortization of debt discount				$ 10
Unsecured convertible notes					$ 150
Secured Convertible Promissory Notes [Member]
Debt (Textual)
Conversion rate per shares	$ 0.50		$ 0.50
Aggregate proceeds of new financing			$ 1,000
Secured notes bear interest rate			10.00%
Secured notes due date			Dec. 31, 2020
Amount exchanged for advances			$ 75
Accrued interest expense			69	61
Accrued interest to related parties			24	13
Accrued Interest to other investors			36	40
Amortization of debt discount			0	10
Unsecured convertible notes	$ 60		$ 60	$ 53

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Stockholders' Equity (Deficit) (Details 3) shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Number Outstanding | shares	1,067
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 9 months 3 days
Options Outstanding, Weighted Average Exercise Price	$ 1.07
Options Exercisable, Number Outstanding | shares	736
Options Exercisable, Weighted Average Exercise Price	$ 1.25
$0.01 - $0.50 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	0.01
Range of Exercise Prices, Upper Range Limit	$ 0.50
Options Outstanding, Number Outstanding | shares	655
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	4 years 5 months 27 days
Options Outstanding, Weighted Average Exercise Price	$ 0.50
Options Exercisable, Number Outstanding | shares	521
Options Exercisable, Weighted Average Exercise Price	$ 0.50
$0.51 - $1.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	0.51
Range of Exercise Prices, Upper Range Limit	$ 1.00
Options Outstanding, Number Outstanding | shares	393
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	5 years 4 months 9 days
Options Outstanding, Weighted Average Exercise Price	$ 0.78
Options Exercisable, Number Outstanding | shares	196
Options Exercisable, Weighted Average Exercise Price	$ 0.78
$1.01 - $25.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	1.01
Range of Exercise Prices, Upper Range Limit	$ 25.00
Options Outstanding, Number Outstanding | shares	2
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	2 years 3 months 26 days
Options Outstanding, Weighted Average Exercise Price	$ 15.94
Options Exercisable, Number Outstanding | shares	2
Options Exercisable, Weighted Average Exercise Price	$ 15.94
$25.01 - $625.00 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	25.01
Range of Exercise Prices, Upper Range Limit	$ 625.00
Options Outstanding, Number Outstanding | shares	17
Options Outstanding, Weighted Average Remaining Contractual Life (in years)	1 year 9 months 7 days
Options Outstanding, Weighted Average Exercise Price	$ 28.12
Options Exercisable, Number Outstanding | shares	17
Options Exercisable, Weighted Average Exercise Price	$ 28.12

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Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 06, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Stockholders' Equity (Deficit) (Textual)
Total unrecognized compensation cost		$ 75
Weighted average period		1 year 11 days
Common stock value		$ 58		$ 58
Warrants [Member]
Stockholders' Equity (Deficit) (Textual)
Granted, weighted average exercise price per share	$ 0.50
Common stock warrants purchased	985
Stock options [Member]
Stockholders' Equity (Deficit) (Textual)
Granted, weighted average exercise price per share			$ 0.50
Common stock value			$ 40

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Subsequent Event

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent event

6. Subsequent event

On May 6, 2020, the Company received loan proceeds in the amount of approximately $123,077 under the Paycheck Protection Program ("PPP"). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds, for the most part, will meet the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part.

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Stockholders’ Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of fair value calculations for the stock options granted

	Three Months Ended March 31, 2019
Risk free interest rate		2.30	%
Expected life (years)		6.1
Expected volatility		191.65	%
Expected dividend yield		None

Schedule of allocation of stock-based compensation expense

	2020		2019
Research and development	$	3	$	10
Sales and marketing		-		─
General and administrative		16		40
Director		3		9
Total stock-based compensation	$	22	$	59

Schedule of option activity under the Company's plans

	2020									2019
Options	Shares			Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price per share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1		1,077		$	1.59		-	$	-		1,037	$	1.65		-		-
Granted		-		$	-		-		-		40	$	0.50		-		-
Canceled		(10	)	$	56.10
Outstanding at March 31		1,067		$	1.07		4.76	$	-		1,077	$	1.61		5.72		-
Vested and expected to vest at March 31		1,062		$	1.59		4.92	$	-		1,077	$	1.61		5.72	$	-
Exercisable at March 31		736		$	1.25		4.60	$	-		402	$	3.24		5.28	$	-

Schedule of significant ranges of outstanding and exercisable options

	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
$0.01 - $0.50		655		4.49	$	0.50		521	$	0.50
$0.51 - $1.00		393		5.36	$	0.78		196	$	0.78
$1.01 - $25.00		2		2.32	$	15.94		2	$	15.94
$25.01 – $625.00		17		1.77	$	28.12		17	$	28.12
Total		1,067		4.76	$	1.07		736	$	1.25

Schedule of the company's non-vested shares

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2020		417		$	0.65
Vested		(86	)	$	0.67
Non-vested at March 31, 2020		331		$	0.67

Schedule of warrant activity

	2020				2019
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period		2,536	$	1.52		1,828	$	2.08
Issued		-	$			985	$	0.50
Outstanding at end of period		2,536	$	1.52		2,813	$	1.53
Exercisable at end of period		2,536	$	1.52		2,813	$	1.53

Schedule of warrants outstanding and exercisable

Number of Shares		Weighted Average Remaining Life			Weighted Average Exercise Price per share
	1,551		1.15	$		2.18
	985		1.88	$		0.50
	2,536		1.43	$		1.52

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net loss	$ (339)	$ (291)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1	1
Amortization of debt discount		10
Amortization of warrants	19
Stock-based compensation	22	59
Changes in operating assets and liabilities:
Accounts receivable, net	22	41
Prepaid expenses and other assets	(1)	(13)
Accounts payable	34	(14)
Accrued compensation	14	(3)
Other accrued and long-term liabilities	104	112
Deferred revenue	37	45
Net cash used in operating activities	(87)	(53)
Cash flows from investing activities:
Acquisition of property and equipment		(2)
Net cash used in investing activities		(2)
Cash flows from financing activities:
Proceeds from the issuance of short-term debt	150
Net cash provided by financing activities	150
Net increase in cash and cash equivalents	63	(55)
Cash and cash equivalents at beginning of period	25	335
Cash and cash equivalents at end of period	88	280
Supplementary disclosure of cash flow information
Interest paid	4	1
Income taxes paid	$ 1

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 88	$ 25
Accounts receivable, net of allowance of $0 at March 31, 2020 and December 31, 2019, respectively	39	61
Prepaid expenses and other current assets	23	22
Total current assets	150	108
Property and equipment, net	7	8
Other assets	5	5
Total assets	162	121
Current liabilities:
Accounts payable	1,230	1,196
Short-term debt, net	2,396	2,246
Accrued compensation	85	71
Other accrued liabilities	883	814
Deferred revenue	453	346
Total current liabilities	5,047	4,673
Deferred revenue long-term		70
Other long-term liabilities	723	669
Total liabilities	5,770	5,412
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	58	58
Treasury shares, 5 at March 31, 2020 and December 31, 2019, respectively	(325)	(325)
Additional paid in capital	129,673	129,651
Accumulated deficit	(135,014)	(134,675)
Total stockholders' deficit	(5,608)	(5,291)
Total liabilities and stockholders' deficit	$ 162	$ 121

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Nature of Business and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Nature of Business

Nature of Business

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign's platform can be deployed both on premise and as a cloud-based ("SaaS") service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company's products include SignatureOne™ Ceremony™ Server, the iSign™ suite of products and services, including iSign™ Enterprise and iSign™ Console™, and Sign-it™ programs.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

Basis of Presentation

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at March 31, 2020 the Company's accumulated deficit was $135,014. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of March 31, 2020, the Company's cash balance was $88. These factors raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Accounting Changes and Recent Accounting Pronouncements

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interaction between Topic 321, Topic 323 and Topic 815. The amended guidance in this update was issued to clarify the interaction of the accounting for equity securities under Topic 321, Investments—Equity Securities; investments accounted for under the equity method of accounting in Topic 323, Investments—Equity Method and Joint Ventures; and the accounting for certain forward contracts and purchased options accounted for under Topic 815, Derivatives and Hedging. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company will evaluate ASU 2020-01. The Company believes the adoption of ASU 2020-01 will have no impact on the Company's financial statements.

Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. The Board decided to issue a separate update to improve various financial instruments Topics in the Codification to increase stakeholder awareness of the amendments and to clarify and improve the understandability of the guidance of Topics. The amendments are effective immediately.

The Company believes the adoption of ASU 2020-03 will have no impact on the Company's financial statements.

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Nature of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Nature of Business and Summary of Significant Accounting Policies (Textual)
Accumulated deficit	$ (135,014)	$ (134,675)
Cash balance	$ 88	$ 25	$ 280	$ 335

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Nature of Business and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Nature of Business and Summary of Significant Accounting Policies

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign's platform can be deployed both on premise and as a cloud-based ("SaaS") service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company's products include SignatureOne™ Ceremony™ Server, the iSign™ suite of products and services, including iSign™ Enterprise and iSign™ Console™, and Sign-it™ programs.

In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2019.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at March 31, 2020 the Company's accumulated deficit was $135,014. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of March 31, 2020, the Company's cash balance was $88. These factors raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interaction between Topic 321, Topic 323 and Topic 815. The amended guidance in this update was issued to clarify the interaction of the accounting for equity securities under Topic 321, Investments—Equity Securities; investments accounted for under the equity method of accounting in Topic 323, Investments—Equity Method and Joint Ventures; and the accounting for certain forward contracts and purchased options accounted for under Topic 815, Derivatives and Hedging. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company will evaluate ASU 2020-01. The Company believes the adoption of ASU 2020-01 will have no impact on the Company's financial statements.

Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. The Board decided to issue a separate update to improve various financial instruments Topics in the Codification to increase stakeholder awareness of the amendments and to clarify and improve the understandability of the guidance of Topics. The amendments are effective immediately.

The Company believes the adoption of ASU 2020-03 will have no impact on the Company's financial statements.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 0	$ 0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	2,000	2,000
Common stock, shares issued	576	576
Common stock, shares outstanding	576	576
Treasury shares	5	5

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Stockholders’ Equity (Deficit) (Details)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Risk free interest rate	2.30%
Expected life (years)	6 years 1 month 6 days
Expected volatility	191.65%
Expected dividend yield

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Stockholders' Equity (Deficit) (Details 4) shares in Thousands	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Shares
Non-vested, Beginning balance | shares	417
Vested | shares	(86)
Non-vested, Ending balance | shares	331
Weighted Average Grant-Date Fair Value
Non-vested, Beginning balance | $ / shares	$ 0.65
Vested | $ / shares	0.67
Non-vested, Ending balance | $ / shares	$ 0.67