NOTE 9 - SUBSEQUENT EVENTS |
3 Months Ended |
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Mar. 31, 2016 | |
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| Subsequent Events [Text Block] |
NOTE 9 – SUBSEQUENT EVENTS
On April 22, 2016, Blue Calypso, Inc. entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a strategic investor Harold M. Brierley (“Brierley”), pursuant to which the Company issued and sold 609,756 shares of the Company’s common stock (the “Shares”) and warrants to purchase an additional 609,756 shares of the Company’s common stock (the “Warrants”) to Brierley for aggregate gross proceeds of $1,000,000.
Pursuant to the Purchase Agreement, the Company granted piggyback registration rights with respect to the Shares and the shares of Common Stock issuable upon exercise of the Warrants to Brierley. In addition, Brierley was granted the right to submit the name of one individual for nomination to the Company’s Board of Directors in accordance with the Company’s Bylaws and applicable laws.
The Warrants are exercisable at an exercise price of $2.13 per share for a term of five years. The exercise price and the number of shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations and reclassifications of the Company’s common stock.
In connection with the private placement, the Company entered into agreements with Brierley, pursuant to which Brierley will act as a senior advisor to the Company. As consideration for his services as a senior advisor to the Company, Brierley was granted options to purchase 50,000 shares of the Company’s Common Stock (the “Options”). The Options are exercisable at an exercise price of $2.08 per share and vest pro rata quarterly over a term of two years.
On April 26, 2016, in conjunction with the Brierley transaction, the Compensation Committee of the Board of Directors of the Company granted a restricted stock award of 500,000 shares of the Company’s Common Stock to the Company’s Chief Executive Officer Andrew Levi. The shares vest and become issuable on the tenth anniversary of the grant date provided that upon a change of control or upon a termination other than for cause, the shares shall vest 100%.
During May 2016, the Company issued 25,055 shares of its common stock as consideration for investor relations and capital markets services valued at $66,660.
On May 5, 2016, the Company entered into a memorandum of settlement with Groupon pursuant to which it has in principal settled all outstanding litigation with Groupon. The terms of the settlement are confidential.
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