UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
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`FORM 8-K
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`CURRENT REPORT
`Pursuant to Section 13 or 15(d) of
`The Securities Exchange Act of 1934
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`Date of Report (Date of Earliest Event Reported): December 30, 2015
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`FINJAN HOLDINGS, INC.
`(Exact name of registrant as specified in its charter)
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`Delaware
`(State or other jurisdiction
`of incorporation)
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`000-33304
`(Commission
`File Number)
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`20-4075963
`(IRS Employer
`Identification No.)
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`2000 University Avenue, Suite 600, East Palo Alto, CA
`(Address of principal executive offices)
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`94303
`(Zip Code)
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`Registrant’s telephone number, including area code: 650-282-3228
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`(Former name or former address, if changed since last report)
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`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:
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` Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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` Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)
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` Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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` Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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`Item 1.01. Entry into a Material Definitive Agreement.
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`On December 30, 2015, Finjan, Inc., a wholly owned subsidiary of Finjan Holdings, Inc. (collectively, “Finjan” or the
`“Company”) and a U.S. based network security company (“Licensee”) entered into a Confidential Patent License, Settlement and Release
`Agreement (the “License Agreement”), under which Licensee (i) licenses from Finjan a worldwide, nonexclusive, irrevocable license under
`the identified Finjan patents and related patent rights to use, make, have made, sell, offer to sell, import and otherwise dispose of any and
`all Licensee products or services, alone or in combination with other Licensee products and services, and (ii) has agreed to pay Finjan $3.65
`million in cash as follows: (A) $1.0 million on December 31, 2015, (B) $1.65 million on or before July 1, 2016, and (C) $1.0 million on or
`before September 30, 2016. Such license does not grant Licensee any right to transfer, sublicense or grant any rights under the License
`Agreement to a third party except as specifically provided under the License Agreement. Such license also has certain limitations relating to
`products of any company acquired by Licensee or its affiliates or an acquiring company of Licensee.
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`The foregoing description of the License Agreement is qualified in its entirety by reference to the full text of the License
`Agreement which the Company intends to file with the Securities and Exchange Commission as an exhibit to the applicable periodic report.
`Finjan also intends to seek confidential treatment of certain terms and provisions of the agreement in connection with the filing of such
`agreement, in accordance with the procedures of the Securities and Exchange Commission.
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`A copy of the press release issued by the Company relating to the matters discussed above is attached hereto as Exhibit 99.1 and is
`incorporated herein by reference. The information in the press release shall not be deemed “filed” for purposes of Section 18 of the
`Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, unless the
`Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a
`filing under the Securities Act of 1933, as amended, or the Exchange Act.
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`Item 9.01. Financial Statements and Exhibits
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` Description
`Press Release, dated January 4, 2016, entitled “Finjan Closes 2015 by Granting Another Multi Million Dollar License,
`Settlement and Release Agreement to a US based Network Security Company.”
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`(d) Exhibits.
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`Exhibit No.
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`99.1
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`SIGNATURE
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`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.
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`Date: January 4, 2016
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`FINJAN HOLDINGS, INC.
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`By:
`/s/ Philip Hartstein
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`Philip Hartstein
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`President & Chief Executive Officer
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`Exhibit 99.1
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`Finjan Closes 2015 by Granting Another Multi-Million Dollar License, Settlement and
`Release Agreement to a US-based Network Security Company
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`E. Palo Alto, Jan. 4, 2016 -- Finjan Holdings, Inc. (NASDAQ: FNJN), a cybersecurity company, announced that on
`December 30, 2015, its wholly-owned subsidiary, Finjan, Inc. ("Finjan"), entered into a multi-million dollar Patent
`License, Settlement and Release Agreement (the "Agreement"), with another US-based network security company. The
`terms of the Agreement are confidential.
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`“This Patent License Agreement is one more milestone in Finjan’s licensing program as we closed 2015 with a
`successful, amicable, business-negotiated patent license agreement consistent with our Licensing Best Practices,” said
`Julie Mar-Spinola, Finjan Holding’s CIPO and VP, Legal. “This is the second license to the Finjan portfolio in as many
`months. While many see strong headwinds in the intellectual property licensing space, in contrast we are seeing
`momentum in our licensing program entering into 2016. It is reassuring to see that we are able to enter into licensing
`agreements without always resorting to costly and inefficient litigation.”
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`ABOUT FINJAN
`Established nearly 20 years ago, Finjan is a globally recognized leader in cybersecurity. Finjan’s inventions are
`embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively
`detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow
`through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job
`creation. For more information, please visit www.finjan.com.
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`Follow Finjan Holdings, Inc.:
`Twitter: @FinjanHoldings
`LinkedIn: linkedin.com/company/finjan
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`Cautionary Note Regarding Forward-Looking Statements
`Except for historical information, the matters set forth herein that are forward-looking statements involve certain risks
`and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited
`to, Finjan’s expectations and beliefs regarding Finjan’s licensing program, the outcome of pending or future
`enforcement actions, the granting of Inter Partes Review (IPR) of our patents or an unfavorable determination
`pursuant to an IPR or other challenges at the USPTO of our patents, the enforceability of our patents, our ability to
`expand our technology and patent portfolio, the continued use of our technologies in the market, our stock price,
`changes in the trading market for our securities, regulatory developments, general economic and market conditions,
`the market acceptance and successful business, technical and economic implementation of Finjan Holdings' intended
`operational plan; and the other risk factors set forth from time to time in our filings with the SEC, including our Annual
`Report on Form 10-K for the year ended December 31, 2014, and the Company's periodic filings with the SEC, copies
`of which are available free of charge at the SEC's website at www.sec.gov or upon request from Finjan Holdings, Inc.
`All forward-looking statements herein reflect our opinions only as of the date of this release. These statements are not
`guarantees of future performance and actual results could differ materially from our current expectations. Finjan
`Holdings undertakes no obligation, and expressly disclaims any obligation, to update forward-looking statements
`herein in light of new information or future events.
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`Media Contact:
`Nicholas Gaffney Zumado Public Relations
`(415) 732-7801 ngaffney@zumado.com
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`Investor Contact:
`Vanessa Winter Finjan
`Alan Sheinwald or Valter Pinto Capital Markets Group LLC
`(650) 282-3245 investors@finjan.com