Today's 8K


ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On September 6, 2017, the Company entered into a Litigation Funding Agreement with two parties (the “Funders”) for the purpose of funding the enforcement of certain patents relating to the process of providing dual channel authentication against several infringers (the “Litigation Enforcement of Patents”).

The Litigation Funding Agreement provides for the following:


1. Immediate funding of One Million, Five Hundred Thousand Dollars ($1,500,000) (“Initial Funding”).

2. The Funders shall receive from the proceeds of any litigation arising from the Litigation Enforcement of Patents (the “Claim Proceeds”), an amount equal to One Million, Five Hundred Thousand Dollars ($1,500,000) plus ten percent (10%) of any balance thereof until the Funders have received an aggregate of Seven Million, Five Hundred Thousand Dollars ($7,500,000) and thereafter, in perpetuity, Two and One Half percent (2.5%) of any and all additional Claim Proceeds.

3. The Company can request subsequent funding, upon notice and request of the Company, of up to an additional One Million, Five Hundred Thousand Dollars ($1,500,000) payable in increments of $250,000 during the period of February 1, 2018 through January 31, 2019 (“Additional Funding”).

4. In the event the Company requests Additional Funding, for each $250,000 received, the Funders shall receive from the Claim Proceeds an additional Two Hundred and Fifty Thousand Dollars ($250,000), plus, pursuant to the Additional Funding clause, one-sixth of Eight percent (8%) (1 and 1/3 percent) of all additional Claim Proceeds until the Funder has received an additional One Million, Two Hundred and Fifty Thousand Dollars ($1,250,000.00), and thereafter, in perpetuity, one-sixth of Two percent (2%) (1/3 of 1%) of all additional Claim Proceeds.

Management believes that this Litigation Funding Agreement will allow the Company to pursue litigation against any infringement on its patents. Previously, in an action commenced on March 28, 2013 (subsequently amended in April, 2014), and settled on January 15, 2016, the Company settled certain patent litigation through a Release and License Agreement in which certain patents were licensed to Microsoft Corporation, and the Company received a non-disclosable one time lump sum payment. No assurances can be provided that subsequent litigation, funded through the Litigation Funding Agreement, will have the same results.