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)  May 19, 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 3.02

Unregistered Sale of Equity Securities.

The information provided under Item 5.02 regarding the unregistered sale of equity securities is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 19, 2015, Dennis G. Schmal was appointed to the Board of Directors of Blue Calypso, Inc. (the “Company”). Mr. Schmal was also appointed to the Company’s audit committee and will serve as the Chair of the audit committee. There were no arrangements or understandings between Mr. Schmal and the Company pursuant to which he was selected as a director.

Mr. Schmal has served as a member of the Board of Directors and as chair of the audit committee of Merriman Holdings, Inc. since August 2003. Mr. Schmal has also served as a member of Merriman Holding’s compensation committee since March 2007 and has served on the nominations and corporate governance committee since September 2005. From February 1972 to April 1999, Mr. Schmal served as a partner in the audit practice at Arthur Andersen LLP. As a senior business advisor with special focus in finance, he has extensive knowledge of financial reporting and holds a CPA license (retired). Besides serving as chairman of the board of a private company, Mr. Schmal also serves on the board of directors of Owens Realty Mortgage Inc., a public REIT, since 2011, and on the boards of three investment complexes overseeing public investment funds (AssetMark Mutual Funds, since 2006, Well Fargo Hedge Funds, since 2008, and Cambria ETF Series Trust, since 2011). Mr. Schmal also served on the boards of a family of ETF’s sponsored by Grail Advisors and for Varian Semiconductor Equipment Associates, Inc. (VSEA), a public company, until both were sold during 2011. Mr. Schmal attended California State University, Fresno where he received a Bachelor of Science degree with honors in Business Administration- Finance and Accounting Option.

In connection with his appointment to the Company’s Board of Directors, Mr. Schmal was granted options to purchase 1,000,000 shares of the Company’s common stock at an exercise price equal to $0.14 per share. The options vest pro rata quarterly over a term of three years.

Item 8.01

Other Events.

On May 21, 2015, the Company issued a press release announcing the appointment of Mr. Schmal to the Board of Directors, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

2

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release dated May 21, 2015

3

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:  May 21, 2015

By: /s/ Andrew Levi

       Andrew Levi

Chief Executive Officer

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EX-99.1

 MEDIA CONTACT

Rachel David

rachel.david@hck2.com

972.499.6630

FOR IMMEDIATE RELEASE

May 21 2015

Blue Calypso Announces Board Additions and Chairman Appointment

(DALLAS) – Blue Calypso, Inc. (BCYP), developer of patented mobile consumer shopping engagement solutions for retailers and product manufacturers, today announced the appointment of new additions and a chairman to its board of directors and advisory board.

“We are adding top talent to both our board of directors and our board of advisors to strengthen our strategy and operations as we continue to deliver unique solutions to a rapidly growing marketplace,” said Andrew Levi, CEO of Blue Calypso. “It’s imperative we have an experienced team to help us further grow and open doors to new customers, partners and markets.”

Levi was named chairman of the board of directors. Prior to Blue Calypso, he was the founder and former CEO of Dallas-based Aztec Systems, Inc., a provider of mid-market ERP, managed services and related technology solutions where he oversaw the company from 1991 through its sale in June 2012.

Dennis Schmal, a senior business advisor specializing in the financial services and technology industries, was appointed to the board of directors and will chair the audit committee. Schmal spent 27 years with Arthur Andersen, primarily as a partner, and has held numerous board positions including his current one with Keiretsu Forum, the world’s largest venture capital angel investment group.

With more than 20 years of experience practicing intellectual property and commercial transactions law, Peter Ku joins the board of advisors. Ku is an intellectual property and commercial transactions attorney and is currently the director of business development, strategic alliances and legal affairs at SMART Technologies ULC, the world's leading unified communications and collaboration company. He was formerly the associate general counsel at Microsoft Corporation and the division counsel at Intellectual Ventures.

To learn more about the board of directors, visit: www.bluecalypso.com/board-of-directors.

For more information regarding Blue Calypso’s advisory board members, please visit: www.bluecalypso.com/advisory-board.

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.

About Blue Calypso, Inc.

Dallas-based Blue Calypso, Inc. (BCYP) develops and delivers mobile engagement and social advocacy solutions for retailers and product manufacturers using its patented portfolio of products, including Mobile ADvantage™, KIOSentrix™, DashTAGG® and SocialECHO™. The company employs its unique platform to connect consumers to brands, drive store traffic, increase shopper spend and shorten the path-to-purchase. For more about the company, please visit www.bluecalypso.com.

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