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) January 9, 2014
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.)
19111 North Dallas Parkway, Suite 200
Dallas, TX 75287
(Address of principal executive offices) (Zip Code)
(972) 695-4776
(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 1.01 Entry into a Material Definitive Agreement.
On January 9, 2014, Blue Calypso, Inc. (the “Company”) entered into agreements with the holder (the “Holder”) of certain of its outstanding warrants originally issued in private placement transactions in September 2011 and April 2012. Pursuant to such agreements, which are more fully described below, the Company agreed to extend the period during which the warrants are exercisable at a reduced exercise price.
As reported in the Company’s Current Report on Form 8-K dated September 13, 2013, the Company previously amended such outstanding warrants in order to remove the cashless exercise feature and certain anti-dilution protections contained in such warrants. In exchange, the Company agreed to provide for a temporary reduction in the exercise price of such warrants from $0.10 to $0.05 through the later of December 31, 2013 or 45 days after a registration statement covering the underlying shares is declared effective by the SEC. As of January 9, 2014, an aggregate of 11,200,000 warrants have been exercised in consideration of proceeds to the Company of $560,000.
Pursuant to Amendment No. 4 to Common Stock Purchase Warrants, the exercise price of the warrants originally issued to the Holder in September 2011 shall be $0.05 per share until March 10, 2014. Following such date, the exercise price shall increase to $0.15 per share.
Pursuant to Amendment No. 3 to Common Stock Purchase Warrants, the exercise price of the warrants originally issued to the Holder in April 2012 shall be $0.05 per share until March 10, 2014. Following such date, the exercise price shall increase to $0.15 per share.
Amendment No. 4 to Common Stock Purchase Warrants and Amendment No. 3 to Common Stock Purchase Warrant are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The above descriptions are qualified by reference to the complete text of the documents and agreements described. However, those documents and agreements, including, without limitation, any representations and warranties contained in those documents, are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s reports under the Exchange Act.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
Description
10.1
Amendment No. 4 to Common Stock Purchase Warrants between the Company and the Holder dated January 9, 2014
10.2
Amendment No. 3 to Common Stock Purchase Warrant between the Company and the Holder dated January 9, 2014
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: January 10, 2014
By: /s/ William Ogle
William Ogle
Chief Executive Officer
AMENDMENT NO. 4 TO
COMMON STOCK PURCHASE WARRANT
This Amendment No. 4 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of January 9, 2014, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”).
WHEREAS, pursuant to a Securities Purchase Agreement dated September 1, 2011, the Company issued Common Stock Purchase Warrants to LMD to purchase an aggregate of 13,991,165 shares of Common Stock (the “September 2011 Warrants”), which were subsequently amended by Amendment No. 1 to Common Stock Purchase Warrant dated April 19, 2012 (“Amendment No. 1”), Amendment No. 2 to Common Stock Purchase Warrant dated April 29, 2013 (“Amendment No. 2”) and Amendment No. 3 to Common Stock Purchase Warrant dated September 13, 2013 (“Amendment No. 3”);
WHEREAS, pursuant to Amendment No. 3, the Company and LMD amended the September 2011 Warrants to provide: (i) the exercise price of the September 2011 Warrants shall be $0.05 from the date hereof through the later of December 31, 2013 or forty five (45) days from the date on which the registration statement covering the shares underlying the September 2011 Warrants is declared effective by the Securities and Exchange Commission and shall thereafter increase to $0.15, (ii) the elimination of certain anti-dilution protection adjustments, (iii) the elimination of the cashless exercise feature, and (iv) the elimination of the requirement that the holder provide the Company with 61 days prior notice of its intent to change the beneficial ownership limitation to 9.99%;
WHEREAS, on November 19, 2013, LMD assigned the September 2011 Warrants in their entirety to SB Dallas Investments I, LP (“SB Dallas”);
WHEREAS, on December 19, 2013, SB Dallas assigned the right to purchase 1,200,000 shares of Common Stock under the September 2011 Warrants to Esousa Holdings, LLC;
WHEREAS, SB Dallas has indicated that it intends to exercise its right to acquire 5,000,000 shares of Common Stock under the September 2011 Warrants in consideration of gross proceeds to the Company of $250,000 (the “Exercise”) and shall hold the right to acquire 7,791,165 shares of Common Stock under the September 2011 Warrants immediately following the Exercise;
WHEREAS, following the Exercise, the Company and SB Dallas desire to further amend the September 2011 Warrants to provide for an extension of the period during which the Warrant will be exercisable at the reduced exercise price of $0.05 through March 10, 2014.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.
Following the Exercise, the Exercise Price of the September 2011 Warrants shall be equal to $0.05 per share from the date hereof through March 10, 2013 and shall thereafter increase to $0.15 (as adjusted from time to time as provided in Section 9) through and including the Expiration Date.
2.
Effect of Amendment. Except to the extent the Warrant, as amended to date, is modified by this Amendment, the remaining terms and conditions of the Warrant shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Warrant and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| BLUE CALYPSO INC. |
| By: /s/ William Ogle Name: William Ogle Title: Chief Executive Officer |
| SB DALLAS INVESTMENTS I, LP By: /s/ Steven B. Solomon Name: Steven B. Solomon Title: Managing Director |
AMENDMENT NO. 3 TO
COMMON STOCK PURCHASE WARRANT
This Amendment No. 3 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of January 9, 2014, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”).
WHEREAS, the Company issued a Common Stock Purchase Warrant to LMD on April 19, 2012 to purchase 6,500,000 shares of Common Stock (the “April 2012 Warrant”), which was subsequently amended by Amendment No. 1 to Common Stock Purchase Warrant dated April 29, 2013 (“Amendment No. 1”) and Amendment No. 2 to Common Stock Purchase Warrant dated September 13, 2013 (“Amendment No. 2”);
WHEREAS, pursuant to Amendment No. 2, the Company and LMD amended the April 2012 Warrant to provide: (i) the exercise price of the September 2011 Warrants shall be $0.05 from the date hereof through the later of December 31, 2013 or forty five (45) days from the date on which the registration statement covering the shares underlying the September 2011 Warrants is declared effective by the Securities and Exchange Commission and shall thereafter increase to $0.15, (ii) the elimination of certain anti-dilution protection adjustments, (iii) the elimination of the cashless exercise feature, and (iv) the elimination of the requirement that the holder provide the Company with 61 days prior notice of its intent to change the beneficial ownership limitation to 9.99%;
WHEREAS, on November 19, 2013, LMD assigned the April 2012 Warrant to SB Dallas Investments I, LP (“SB Dallas”);
WHEREAS, SB Dallas indicated that it intends to exercise its right to acquire 5,000,000 shares of Common Stock under the April 2012 Warrant in consideration of gross proceeds to the Company of $250,000 (the “Exercise”) and shall hold the right to acquire 1,500,000 shares of Common Stock under the April 2012 Warrant immediately following the Exercise;
WHEREAS, following the Exercise, the Company and SB Dallas desire to further amend the April 2012 Warrant to provide for an extension of the period during which the Warrant will be exercisable at the reduced exercise price of $0.05 through March 10, 2014.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.
Following the Exercise, the Exercise Price of the April 2012 Warrant shall be equal to $0.05 per share from the date hereof through March 10, 2013 and shall thereafter increase to $0.15 (as adjusted from time to time as provided in Section 9) through and including the Expiration Date.
2.
Effect of Amendment. Except to the extent the Warrant, as amended to date, is modified by this Amendment, the remaining terms and conditions of the Warrant shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Warrant and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
| BLUE CALYPSO INC. |
| By: /s/ William Ogle Name: William Ogle Title: Chief Executive Officer |
| SB DALLAS INVESTMENTS I, LP By: /s/ Steven B. Solomon Name: Steven B. Solomon Title: Managing Director |