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 16, 2015

BLUE CALYPSO, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-53981	20-8610073
(Commission File Number)	(IRS Employer Identification No.)
101 W. Renner Rd., Suite 280 Richardson, TX	75082
(Address of principal executive offices)	(Zip Code)

(800) 378-2297

(Registrant’s telephone number, including area code)

 (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 (see General Instruction A.2. below):

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

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

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

o      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 16, 2015, Blue Calypso, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter of 2015. A copy of the press release issued by the Company on November 16, 2015 is attached as Exhibit 99.1.

The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.                      Financial Statements, Pro Forma Financial Information and Exhibit.

(d)             Exhibits

99.1           Press Release, dated November 16, 2015, issued by the Company.

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.

BLUE CALYPSO, INC.

Date:  November 16, 2015                                                                   By: /s/ Andrew Levi                        

Andrew Levi

Chief Executive Officer

EX-99.1

Exhibit 99.1

MEDIA CONTACT Rachel David Rachel.David@hck2.com 972.499.6630 INVESTOR CONTACT Merriman Capital, Inc. Becky Popoff BPopoff@merrimanco.com (415) 568-3925

FOR IMMEDIATE RELEASE

November 16, 2015

Blue Calypso Reports Q3 Financial and Operating Performance

(DALLAS) – Blue Calypso, Inc. [OTCQB:BCYP], an innovator of mobile consumer activation, engagement and social advocacy solutions for manufacturers and brick-and-mortar retailers announced financial and operational results for the third quarter ended September 30, 2015.

“We have continued to make progress growing our pipeline as well as enhancing our platforms and we are putting all of the right things in place to finish the year strong and accelerate into 2016,” said Andrew Levi, CEO.  The retail sector is ripe for evolution driven by mobile and digital solutions and we are well positioned to be the platform of choice.  Additionally, we are looking forward to the upcoming appeal hearing in the Federal Circuit in early December,” Levi added.

Q3 Financial Highlights:

· Revenue for the three months ended September 30, 2015 was $508,391 as compared to $310,360 in revenues for the same period in 2014, up approximately 64%. 

· For the three months ended September 30, 2015 the Company had a net loss of $792,942, as compared to a net loss of $1,284,416 for the three months ended September 30, 2014, down approximately 38%.

· For the three months ended September 30, 2015 general and administrative expenses were reduced to $463,969 as compared to $1,131,804 for the three months ended September 30, 2014, down approximately 59%.

· Between September and October 2015 the Company closed a round of private financing in which they sold and issued an aggregate of 482,500 shares of common stock at a price per share of $4.25 resulting in gross proceeds to the Company of $2,050,625.  Gross proceeds from Q3 represented $1,774,375 with the balance of the raise concluding in Q4. The common shares also included warrants to purchase an aggregate of 482,500 shares of common stock which are exercisable for a term of five years at an exercise price of $4.75 per share.  Shares issued in the private offering were registered during Q4.

Legal Highlights:

· Settlements were reached with both IZEA and Yelp in our ongoing infringement suits.

· The appeals filed with the Federal Circuit on Covered Business Method Review (CBMR) decisions by the Patent Trials and Appeal Board (PTAB) which concluded last December have been accelerated and will be heard on December 7th.

· The trial with remaining defendants Groupon and FourSquare has been stayed until after the Federal Circuit ruling taking place in December.  A joint motion for a revised trial schedule is required to be filed within 10 days after the Federal Circuit ruling.

Operational Highlights:

· Significant new features deployed for Mobile ADvantage™ and KIOSentrix™ products.

· Aggressively growing pipeline of opportunities across all retail sectors.

Financial statements and further details are available in the Company’s Form 10-Q filed today with the Securities and Exchange Commission.

Investor Conference Call and Webcast Information:

Blue Calypso will host an investor conference call and simultaneous webcast today, November 16, 2015, at 4:30 p.m. Eastern Time / 3:30 p.m. Central Time. To access the call in the U.S. please dial Live Participant Dial In (Toll Free): 877-407-8033 and for international calls dial 201-689-8033, approximately 10 minutes prior to the start of the conference. No passcode is required. A replay will be available following the call at http://bluecalypso.com/investors-events/.

About Blue Calypso, Inc.

Dallas-based Blue Calypso, Inc. [OTCQB:BCYP] develops and delivers an innovative location-centric mobile shopper engagement platform for brands and retailers using its patented portfolio of products, including KIOSentrix™ and Mobile ADvantage™. The Company employs its unique and flexible platform to connect consumers to brands, drive local in-store traffic, increase shopper spend and shorten the consumer’s path-to-purchase. For more information about the Company, please visit www.bluecalypso.com.

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