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): ~~February~~June 128, 2021

iSign Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-19301	94-2790442
(State or other	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
jurisdiction of		Identification No.)
incorporation)

2033 Gateway Place, Suite 659

San Jose, CA 95110

(Address of principal executive offices)

(650) 802-7888

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:

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))

☐

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

☐

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

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Item 15.0102 ~~Entry~~Departure ~~into~~of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Item 3.02 Unregistered Sales~~ Departure of ~~Equity~~Chief ~~Securities~~Financial Officer

OnEffective June ~~February 12~~8, 2021, Andrea Goren resigned as the iSign Solutions Inc’s. (the “Company”) ~~entered~~ ~~into~~chief afinancial ~~Note Purchase Agreement (the “Purchase Agreement”) with certain investors (each an “Investor,” and, collectively, the “Investors”)~~officer. ~~Under the terms of the Purchase Agreement, the Company received loans in the aggregate~~Mr. ~~amount~~Goren ofwill ~~$75,000~~continue ~~(the~~to ~~“Loans”)~~serve ~~from~~on the ~~Investors in exchange for the~~ Company’s ~~issuance~~board ~~to each~~ of ~~the~~directors ~~Investors of~~and anas ~~unsecured convertible promissory note equal to the amount of such Investor’s loan contribution to the Company (each~~ a ~~“Note,”~~consultant ~~and,~~focused ~~collectively,~~on ~~the “Notes”). The Loans consisted of $60~~finance,~~000~~ inlegal ~~cash~~ and ofstrategy ~~$15,000 due under~~matters. ~~certain~~Mr. ~~advances~~Goren onwill ~~accounts~~assist ~~receivable received by~~ the Company ~~during~~with ~~the~~an ~~current~~orderly ~~quarter~~transition ~~and exchanged into Notes under the Purchase Agreement. The Notes bear interest at the rate~~ of ~~10%~~his ~~per~~duties ~~annum,~~as ~~and~~chief ~~have~~financial ~~a maturity date of December 31, 2021~~officer. ~~The Notes may be converted by their terms at the option of Investors into shares of the Company’s common stock.~~

~~The Company may use any funds received from the Investors for working~~Appointment ~~capital and general corporate purposes, in the ordinary course~~ of ~~business,~~Chief ~~and~~Financial ~~to pay fees and expenses in connection with the Company’s entry into the Purchase Agreement.~~Officer

~~Transactions~~Effective June ~~With~~8, ~~Related~~2021, ~~Persons~~the Company’s board of directors appointed Mike Engmann as the Company’s

~~SG Phoenix LLC assisted the Company in negotiating~~chief ~~with~~financial ~~Investors~~officer. ~~the~~Mr. ~~term~~Engmann ~~sheet~~continues ~~for~~to ~~the~~serve ~~transaction~~as ~~described above~~president, ~~the~~chief ~~terms~~operating ofofficer ~~which~~and ~~were~~co-chairman ~~approved by a Special Committee~~ of the ~~Board~~ ofCompany. ~~Directors comprised of disinterested directors, as well as the entire Board of Directors~~Mr. SGEngmann ~~Phoenix LLC is the management company of Phoenix Venture Fund LLC, the Company’s largest stockholder, which~~ has ~~participated in several of the Company’s~~ ~~previous~~served ~~financing~~as ~~transactions. Philip Sassower and Andrea Goren are the~~ co-~~managers~~chairman of ~~SG Phoenix LLC, and are also~~ the Company’s ~~Chief~~ ~~Executive~~board ~~Officer~~of ~~and~~directors ~~Chief~~since ~~Financial~~November ~~Officer~~2015, ~~respectively. Michael Engmann, the Company’s President,~~ and ~~an entity affiliated with Mr. Goren participated~~ as ~~Investors~~president ~~in the above described financing. Messrs. Sassower~~ and ~~Engmann~~chief ~~are~~operating ~~Co-Chairmen~~officer from ofMay ~~the Board of Directors, and Mr~~2017. ~~Goren is also a member of the Company’s Board of Directors and the Company’s Corporate Secretary.~~

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.

	iSign Solutions Inc.
February 19, 2021
June 11, 2021	By:	/s/ Philip Sassower
	By:	/s/ Andrea Goren
		Philip Sassower
		Andrea Goren
		Chief Executive Officer
		Chief Financial Officer

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