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)  August 18, 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 August 18, 2014, Blue Calypso, Inc. (the “Company,” “we” or “us”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued to certain accredited investors 14,250,000 shares of our common stock (the “Shares”) for an aggregate purchase price of $1,425,000. In connection with the offering, we paid a placement agent a cash commission equal to 8% of the gross proceeds received by us from investors introduced by the placement agent. The total commission paid on the offering was $90,000.

The Shares were sold to a limited number of accredited investor, without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Shares may not be transferred or sold absent registration under the Securities Act or the availability of an applicable exemption therefrom.

A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 3.02

Unregistered Sales of Equity Securities.

The information provided under Item 1.01 regarding the unregistered sale of equity securities is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release dated August 20, 2014

2

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:  August 20, 2014

By: /s/ William Ogle

       William Ogle

Chief Executive Officer

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EX-99.1

BLUE CALYPSO RECEIVES FUNDING FROM CURRENT INVESTORS

DALLAS, TX – 8/20/14 – Blue Calypso, Inc. (OTCBB: BCYP), a developer of digital innovation products and services, announced today that it has completed an all-stock raise resulting in gross proceeds to the Company of $1.42 million. The common stock raise was oversubscribed. Merriman Capital advised the Company on the transaction.

 “We continue to attract new customers and large contracts while improving our financial position. We are encouraged by this vote of confidence from our investors and are excited by our upcoming milestones,” commented Bill Ogle, Blue Calypso’s chairman and CEO.

About Blue Calypso, Inc.

Blue Calypso, Inc. (OTCBB: BCYP) develops digital innovation products and services for the social media marketplace using its patented IP portfolio. The company enables businesses to employ digital advertising to share and socialize brand content as well as track performance, monitor engagements and gather robust analytics – all at lower costs than traditional marketing. Already, Blue Calypso has attracted several large, well-known consumer facing companies in automotive, retail, travel and consumer goods. Blue Calypso licenses its IP in addition to offering digital innovation services through Blue Calypso Labs and solutions including POPSHARE™, SocialEcho™, EMGAGE™, DashTAGG®, and MobileADvantage™. For more about the company please visit www.bluecalypso.com.

Forward Looking Statements

Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “will,” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s reports filed with the Securities and Exchange Commission.

IR Contact:

Barretto Pacific Corporation800-368-1217