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 17, 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 1.01.     Entry into a Material Definitive Agreement.

On August 17, 2015, Blue Calypso, Inc. (the “Company”) entered into a settlement agreement (the “Agreement”) with IZEA, Inc. (“IZEA”), pursuant to which it settled all outstanding litigation with IZEA. Under the Agreement, IZEA has agreed to pay the Company a royalty fee of 4.125% of revenue from IZEA’s discontinued legacy platforms SocialSpark, Sponsored Tweets and WeReward. On August 18, 2015, the Company issued a press release announcing the settlement, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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

(d)	Exhibits
99.1	Press Release, dated August 18, 2015, issued by the Company.

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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 19, 2015	By:	/s/ Andrew Levi
		Andrew Levi
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

MEDIA CONTACT
Rachel David
Rachel.david@hck2.com
972.499.6630
  INVESTOR CONTACT
MKR Group Inc.
Todd Kehrli or Mark Forney
bcyp@mkr-group.com
323.205.4336  

FOR IMMEDIATE RELEASE

August 18, 2015

Blue Calypso and IZEA Resolve Infringement Suit

DALLAS, TX (GLOBE NEWSWIRE) -- Blue Calypso, Inc., (OTCQB:BCYP), an innovator of mobile consumer activation, engagement and social advocacy solutions for manufacturers and brick-and-mortar retailers, announced today that it has reached a settlement in its patent infringement dispute with IZEA (OTCQB:IZEA). The companies have entered into an agreement which ends all outstanding litigation between them that began July 2012. Under the Agreement, IZEA has agreed to pay Blue Calypso 4.125% of revenue from IZEA’s discontinued, legacy platforms SocialSpark, Sponsored Tweets and WeReward. IZEA has transitioned its customers, subscribers and their business completely to its new “IZEAx” and recently acquired Ebyline platforms which IZEA claims does not infringe the Company’s patents.  The details of the settlement between the parties are confidential.

“We are pleased to have to have reached an agreement with IZEA,” says Andrew Levi, Blue Calypso Founder and CEO. “This has been a long journey.  We can now redirect these energies toward future product innovations and market expansion.  We wish IZEA great success in the future.”

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 an innovative location-centric mobile shopper engagement platform for brands and retailers using its patented portfolio of products, including KIOSentrix™, Mobile ADvantage™, DashTAGG^® and SOCIALECHO™. 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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