Cicero, Inc. (OTCPK:CICN) announced that it has entered into a stock and warrant purchase agreement for the private placement of 25,000,000 shares at a price of $0.04 per share for gross proceeds of $1,000,000 on July 15, 2015. The company also issued warrants to purchase up to an aggregate of 205,277,778 shares of the company's common stock. The transaction included participation from Privet Fund LP; a fund managed by new investor Privet Fund Management, LLC for 18,250,000 shares, Thomas Avery; an individual investor for 500,000 shares, four directors of the company including John L. Steffens, Donald Peppers, Bruce D. Miller, and Mark & Carolyn Landis for 4,750,000 shares, 250,000 shares, 375,000 shares, and 375,000 shares respectively, and three other persons, including Scott Lucas for 125,000 shares, Kenneth Casey for 125,000 shares, and Stephen H. Paney for 250,000 shares. Pursuant to the transaction, the investor acquired a stake of 10% in the company's issued and outstanding share capital.

The warrants are exercisable for a period of three years beginning at any time after 60 days of issuance. The warrants can be exercised to purchase up to 87,500,000 shares at a price of $0.04 per share in tranche one; up to 77,777,778 shares at a price of $0.045 per share in tranche two; and to purchase up to 40,000,000 shares at a price of $0.05 per share in tranche three. The transaction has been approved by the board of directors of the company. The securities were issued pursuant to exemption provided under Regulation D. The company shall pay the reasonable legal and other fees and expenses of the purchasers incurred in connection with the transactions contemplated by this agreement as well as any out of pocket expenses associated with any post-Closing waivers and amendment to the transaction documents.