8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2015

Unwired Planet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16073	94-3219054
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 First Street, First Floor

Los Altos, California 94022

(Address of Principal Executive Offices) (Zip Code)

(650) 518-7111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2015, Unwired Planet, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 7.01 Regulation FD Disclosure

On November 9, 2015, Unwired Planet, Inc. (the “Company”) issued a press release announcing the hiring of Jim Wheat as the Company’s chief financial officer. A copy of the press release is furnished as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release issued by Unwired Planet, Inc. on November 9, 2015 announcing its financial results for the fiscal quarter ended September 30, 2015.
99.2	Press Release issued by Unwired Planet, Inc. on November 9, 2015 announcing the hiring of Jim Wheat as the Company’s chief financial officer.

The information in Items 2.02 and 7.01 of the report, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in Items 2.02 and 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Unwired Planet, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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 hereunto duly authorized.

	Unwired Planet, Inc.
	By:	/s/ Noah D. Mesel
Dated: November 9, 2015	Name:	Noah D. Mesel
	Title:	Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

UNWIRED PLANET, INC. ANNOUNCES FIRST

FISCAL YEAR 2016 FINANCIAL RESULTS

LOS ALTOS, CA. – Nov. 9, 2015 – Unwired Planet, Inc. (NASDAQ: UPIP) today announced financial results for the first quarter fiscal year 2016.

Revenue for the first quarter ended September 30, 2015 was $1.3 million, while loss from continuing operations totaled $10.2 million.

“We have been working tirelessly on a strategy to reinvigorate Unwired Planet with financial stability, while executing on our IP licensing business,” said Boris Teksler, president and chief executive officer. “With the addition of a new CFO and new board members, we are assembling a team with the financial acumen to develop and execute on the next chapter of Unwired Planet.”

“The company continued to manage expenses carefully over the quarter,” said Jim Wheat, chief financial officer. “We recognized $1.3 million in revenue from the Lenovo Licensing agreement, which is net of the $0.3 million fee share under the Ericsson MSA. Patent initiative expenses increased slightly as a result of increased activity in European litigation, and general and administrative expenses totaled $2.5 million.”

On a GAAP basis, net loss for the first quarter ended September 30, 2015 was $10.2 million, or $0.09 per share, compared with a net loss of $12.1 million, or $0.11 per share, in the first quarter of the preceding year.

Conference Call Information

Unwired Planet has scheduled a conference call for 5:00 p.m. eastern daylight time today to discuss its financial results for its first quarter fiscal year 2016. Interested

Unwired Planet Announces Financial Results

parties may access the conference call over the Internet through the company’s website at www.unwiredplanet.com or by telephone at 888-287-5563 or 719-325-2491 (international). A replay of the conference call will be available for one week (November 16), beginning at 5:00 p.m. PT on November 9 by calling 888-203-1112. The replay can be accessed internationally by calling 719-457-0820, access code: 2823412.

A live webcast of the call, together with supplemental financial information, will also be available on the Investors section of Unwired Planet’s website at http://www.unwiredplanet.com/investors. A replay will be available on the website for at least three months.

About Unwired Planet

Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The company’s patent portfolio of approximately 2,500 issued and pending US and foreign patents, includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planet’s portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Los Altos, California. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.

Cautionary Note Regarding Forward Looking Statements

Any statements in this press release with respect to future events or expectations, including statements regarding the Company’s licensing activities and related recognition of revenue, litigation strategy and prospects and expectations regarding enhancing shareholder value are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933. These forward-looking statements are subject to many risks and

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Unwired Planet Announces Financial Results

uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this press release. For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. These documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planet’s website at www.unwiredplanet.com.

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

Unaudited

	September 30,		June 30,
	2015		2015
ASSETS
Current assets:
Cash and cash equivalents	$	73,565	$	73,755
Short-term investments		3,707		11,713
Restricted cash		30		27
Prepaid and other current assets		848		632
Total current assets		78,150		86,127
Property and equipment, net of accumulated depreciation		110		110
Initial direct license costs, net		1,511		1,595
Debt issue costs and other assets, net		1,070		1,052
Total assets	$	80,841	$	88,884
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,045	$	678
Fee share obligation		500		500
Deferred revenue		5,005		5,005
Accrued liabilities		925		970
Accrued legal expense		3,647		3,152
Accrued compensation		378		433
Total current liabilities		12,500		10,738
Long-term note payable, related party		31,026		29,874
Deferred revenue, net of current portion		23,311		24,562
Other long-term liabilities		203		206
Total liabilities		67,040		65,380
Stockholders’ equity
Preferred stock, $0.001 par value;		-		-
Common stock, $0.001 par value;		112		112
Treasury stock, at cost;		(139)		(93)
Additional paid-in-capital		3,245,540		3,244,946
Other comprehensive income		200		234
Accumulated deficit		(3,231,912)		(3,221,695)
Total stockholders’ equity		13,801		23,504
Total liabilities and stockholders’ equity	$	80,841	$	88,884

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Unaudited

	Three Months		Three Months
	Ended		Ended
	September 30,		September 30,
		2015		2014
Net revenue		1,251		1,251
Operating costs and expenses:
Patent licensing expenses		7,798		7,582
General and administrative		2,485		5,072
Restructuring and other related costs		-		2
Total operating costs and expenses		10,283		12,656
Operating loss from continuing operations		(9,032)		(11,405)
Interest income		5		24
Interest expense		(1,203)		(1,017)
Other income, net		40		292
Loss from continuing operations		(10,190)		(12,106)
Income tax		(27)		-
Income (loss) from continuing operations after income taxes		(10,217)		(12,106)
Discontinued operations:
Discontinued operations, net of tax		-		(12)
Income (loss) from discontinued operations		-		(12)
Net loss	$	(10,217)	$	(12,118)
Basic and diluted net loss per share from:
Continuing operations	$	(0.09)	$	(0.11)
Discontinued operations		-		-
Net loss	$	(0.09)	$	(0.11)
Weighted average shares outstanding basic and diluted		112,396		111,724

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Unaudited

	Three Months Ended September 30,
	2015		2014
Net loss	$	(10,217)	$	(12,118)
Other comprehensive income
Change in unrealized gain on marketable securities		-		2
Foreign currency translation adjustment		(34)		-
Other comprehensive income (loss)		(34)		2
Comprehensive loss	$	(10,251)	$	(12,116)

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Unaudited

	As Adjusted Three Months Ended September 30,		Three Months Ended September 30,
	2015		2014
Cash flows from operating activities:
Net loss	$	(10,217)	$	(12,118)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		28		26
Stock-based compensation		594		467
Non-cash restructuring charges		-		2
Amortization of premiums/discounts on investments, net		3		27
Gain on change in fair value of consultant incentive award obligation		-		(295)
Realized loss on sale of investments		(40)		-
In kind interest payments on note payable		1,038		914
Amortization debt discount and issuance costs		165		103
Changes in operating assets and liabilities:
Initial licensing costs		84		228
Prepaid assets, deposits, and other assets		(296)		(255)
Accounts payable		1,367		1,156
Fee share obligation		-		(20,032)
Accrued liabilities		393		970
Deferred revenues		(1,251)		(1,250)
Accrued restructuring costs		-		(126)
Restricted Cash		13		80
Net cash provided by (used in) operating activities		(8,119)		(30,103)
Cash flows from investing activities:
Purchases of property and equipment		(28)		-
Proceeds from sales and maturities of investments		8,003		10,000
Net cash provided by (used in) investing activities		7,975		10,000
Cash flows from financing activities:
Proceeds from exercise of stock options		-		79
Purchase of treasury stock		(46)		(76)
Net cash provided by (used in) financing activities		(46)		3
Net decrease in cash and cash equivalents		(190)		(20,100)
Cash and cash equivalents at beginning of period		73,755		93,877
Cash and cash equivalents at end of period	$	73,565	$	73,777
Non-cash investing and financing activities
Retirement of treasury stock	$	-	$	884
Obligation to financial consultant for issuance costs		-		-
Total financing agreements and issue costs	$	-	$	884

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Unwired Planet Announces Financial Results

For More Information:

Lauren Sloane

The Blueshirt Group

Lauren@blueshirtgroup.com

Tel: 415-217-2632

8

EX-99.2

Exhibit 99.2

Unwired Planet Appoints Chief Financial Officer

UNWIRED PLANET, INC. APPOINTS JIM WHEAT AS CHIEF FINANCIAL OFFICER

LOS ALTOS, CA – Nov. 9, 2015 – Unwired Planet, Inc. (NASDAQ: UPIP) today announced the appointment of Jim Wheat as chief financial officer. Mr. Wheat joins Unwired Planet from ASSIA, Inc., where he served as chief financial officer since 2013. He assumed responsibilities from Interim Chief Financial Officer Dean (Kip) Witter III, effective November 2, 2015.

“With many years as a senior finance executive, Jim brings critical financial expertise to the Unwired Planet management team,” said Boris Teksler, chief executive officer of Unwired Planet. “Jim has extensive experience heading financial operations, having served as CFO at both public and private companies, and having overseen acquisitions and integrations. He also brings current expertise on technical accounting, financial planning and SEC reporting to the company.”

Prior to serving as CFO at ASSIA, Inc., Mr. Wheat was chief financial officer with Silicon Graphics (formerly Rackable Systems) from 2008-2012, where he was recruited to provide operational leadership and financial expertise. He has more than 30 years of experience with numerous high technology companies both domestically and internationally, including Lam Research, Raychem Corporation and Honeywell. Mr. Wheat received his BBA with Distinction from the University of Michigan, and an MBA from The Wharton School of the University of Pennsylvania. He holds an active CPA license in the State of California.

About Unwired Planet

Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The company’s patent portfolio of approximately 2,500 issued and pending US and foreign patents, includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based

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Unwired Planet Appoints Chief Financial Officer

mobile applications and services. Unwired Planet’s portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Los Altos, California. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.

Cautionary Note Regarding Forward Looking Statements

Any statements in this press release with respect to future events or expectations, including statements regarding the Company’s licensing activities and related recognition of revenue, litigation strategy and prospects and expectations regarding enhancing shareholder value are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this press release. For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. These documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planet’s website at www.unwiredplanet.com.

For More Information:

Lauren Sloane

The Blueshirt Group

Lauren@Blueshirtgroup.com

Tel: 415-217-2632

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