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Re: None

Monday, 02/08/2016 4:51:21 PM

Monday, February 08, 2016 4:51:21 PM

Post# of 1067
Item 3.02 Unregistered Sales of Equity Securities.




On February 2, 2016, Calpian, Inc. (the “Company”) issued 100 shares of its Series D Convertible Preferred Stock (the “Series D Preferred”), par value $0.001 per share and a stated value of $1,000 per share. In connection with the issuance of the Series D Preferred, the Company issued warrants to purchase 62,500 shares of Common Stock at an exercise price of $0.75 per share. The Company received gross proceeds of $250,000 in consideration for the issuance of the securities. The offer and sale of the securities were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Current Report on Form 8-K does not constitute an offer to sell or solicitation of an offer to buy any securities of the Company, and it shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. The information contained in this Current Report on Form 8-K is being disclosed pursuant to and in accordance with Rule 135 under the Securities Act.