cicn_8ka.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
8-K/A
(Amendment
No. 3)
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 15, 2010
CICERO INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-26392 |
|
11-2920559 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
8000
Regency Parkway
Suite
542
Cary,
North Carolina
(Address
of principal executive offices)
|
|
27518
(Zip
Code)
|
Registrant’s
telephone number, including area code (919) 380-5000
(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 Instructions 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))
On
January 20, 2010, Cicero Inc. (the “Company”) filed a Form 8-K to report that on
January 15, 2010 it had acquired substantially all of the business assets of
SOAdesk, LLC (“SOAdesk”) pursuant to an Asset Purchase Agreement between the
Company, SOAdesk and Vertical Thought, Inc. (“VTI”), an affiliate of SOAdesk.
The Company did not acquire any material assets of VTI under the Asset Purchase
Agreement. This Form 8-K/A hereby amends that Form 8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On March
31, 2010, the Company, SOAdesk and VTI (together with SOAdesk, the “Sellers”)
entered into Amendment No. 1 (the “APA Amendment”) to the Asset Purchase
Agreement, dated as of January 15, 2010, between the Company and Sellers (the
“Asset Purchase Agreement”), to, among other things, (i) provide for the
issuance to SOAdesk of a new $525,000 aggregate principal amount convertible
promissory note (the “$525,000 Convertible Promissory Note”) in satisfaction of
certain payment obligations of the Company under the Asset Purchase Agreement
and (ii) extend the Company’s repurchase right set forth in Section 3.6 of the
Asset Purchase Agreement to include any shares of Series B Preferred Stock
issued under the $525,000 Convertible Promissory Note.
In
connection with the APA Amendment, on March 31, 2010, the Company and SOAdesk
entered into an Amendment No. 1 (the “$700,000 Note Amendment”) to the $700,000
aggregate principal amount unsecured convertible note that was issued to SOAdesk
under the Asset Purchase Agreement (the “$700,000 Convertible Promissory Note”)
to extend the maturity date to September 30, 2010 and provide that proceeds from
subsequent sales of shares of Series B Preferred Stock will first be applied to
repayment of the $525,000 Convertible Promissory Note before any pre-payments
are made under the $700,000 Convertible Promissory Note.
Item
3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01 hereof, on
March 31, 2010 the Company issued a $525,000 Convertible Promissory Note to
SOAdesk.
The $525,000 Convertible Promissory
Note is for an aggregate principal amount of $525,000 and is convertible, at the
option of the holder, into shares of Series B Preferred Stock at a conversion
price of $150.00 per share, as such conversion price may be adjusted for stock
dividends, stock splits and similar events.
The Company has the right to prepay the
$525,000 Convertible Promissory Note at any time or from time to time without
any premium or penalty. In addition, the $525,000 Convertible Promissory Note is
mandatorily pre-payable with fifty percent (50%) of the gross proceeds received
by the Company from the sale of shares of Series B Preferred Stock to investors
after the date of the $525,000 Convertible Promissory Note and prior to June 30,
2010.
The $525,000 Convertible Promissory
Note accrues interest at the rate of five percent (5%) per annum. All
unpaid principal on the $525,000 Convertible Promissory Note, together with the
balance of unpaid and accrued interest and other amounts payable thereunder, if
not converted by the holder or pre-paid in cash, will be due and payable, and
will be paid through the issuance of shares of Series B Preferred Stock valued
at the then-applicable conversion price, on the earlier of (i) June 30, 2010, or
(ii) upon the occurrence of certain events of default.
The foregoing description of the APA
Amendment, the $525,000 Convertible Promissory Note the $700,000 Note Amendment
does not purport to be complete and is qualified in its entirety by reference to
the full text of the APA Amendment, the $525,000 Convertible Promissory Note and
the $700,000 Note Amendment, which are attached as Exhibits 2.1, 4.1 and 4.2 and
are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
Audited
financial statements as of December 31, 2009 and December 31, 2008 are attached
hereto as Exhibit 99.1 and are incorporated herein by reference
(b)
Pro Form Financial Information
Unaudited
pro forma financial information as of and for the year ended December 31, 2009
is attached hereto as Exhibit 99.2 and incorporated herein by reference
(d)
Exhibits
2.1 |
|
Amendment No.
1 to the Asset Purchase Agreement, dated January 15, 2010, between Cicero
Inc., Vertical Thought, Inc. and SOAdesk, LLC |
|
|
|
4.1 |
|
$525,000
Convertible Promissory Note |
|
|
|
4.2 |
|
Amendment to
$700,000 Convertible Promissory Note |
|
|
|
99.1 |
|
Audited
financial statements as of December 31, 2009 and December 31, 2008 of
SOAdesk,
LLC |
|
|
|
99.2 |
|
Unaudited
pro forma financial information as of and for the year ended December 31,
2009 |
|
|
|
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.
|
Cicero
Inc. |
|
|
|
|
|
|
By:
|
/s/ John
Broderick |
|
|
|
Name: John
Broderick |
|
|
|
Title: Chief
Executive Officer |
|
|
|
|
|