NETWORK-1 TECHNOLOGIES, INC.


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190719

PROSPECTUS SUPPLEMENT NO. 6
(To Prospectus dated October 1, 2014)

 
This is a prospectus supplement to our prospectus dated October 1, 2014 (the “Prospectus”) relating to the resale from time to time by selling stockholders of up to 4,329,186 shares of our common stock, including shares issuable upon exercise of outstanding warrants.  On November 17, 2014, we filed with the Securities and Exchange Commission a Quarterly Report on Form 8-K.  The text of the Current Report on Form 8-K is attached to and a part of this supplement.
 
This prospectus supplement should be read in conjunction with the Prospectus and may not be delivered or utilized without the Prospectus.  This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the Prospectus.
 
The securities offered by the Prospectus involve a high degree of risk.  You should carefully consider the “Risk Factors” beginning on page 8 of the Prospectus in determining whether to purchase the common stock.
 
The date of this prospectus supplement is November 17, 2014.

 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
_______________________
 
Form 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):       November 14, 2014     
 

Network-1 Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-15288 11-3027591
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
445 Park Avenue, Suite 912, New York, New York 10022
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (212) 829-5770
 
N/A
(Former name or former address, if changed since last report.)
 
 
 
 
 
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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
Item 8.01       Other Events.
 
On November 14, 2014, Network-1 Technologies, Inc. (the “Company”) issued a press release announcing that its shares of common stock have been approved for listing on the NYSE MKT, subject to continued satisfaction of listing requirements.  The Company anticipates that its common stock will begin trading on the NYSE MKT on November 19, 2014.  The Company’s ticker symbol will remain “NTIP” and its shares will cease trading on the OTCBB concurrent with the listing of its shares on the NYSE MKT.  A copy of the press release is attached hereto as Exhibit 99.1.
 
 
 
Item 9.01       Financial Statements and Exhibits
 
(c)
Exhibits
   
 
  Exhibit No. Description
       
  99.1
Press Release dated November 14, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
SIGNATURE


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.
 
 
 
 
NETWORK-1 TECHNOLOGIES, INC.
  
     
     
       
Dated:    November 17, 2014
By:
/s/ Corey M. Horowitz  
    Name: Corey M. Horowitz  
    Title:   Chairman & Chief Executive Officer  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE
 
Corey M. Horowitz, Chairman and CEO
Network-1 Technologies, Inc.
(212) 829-5770
  
 

 
 
Network-1 Announces Listing of Common Stock on NYSE MKT
 
New York, New York November 14, 2014 - Network-1 Technologies, Inc. (OTCBB: NTIP) announced today that its shares of common stock have been approved for listing on the NYSE MKT, subject to continued satisfaction of listing requirements. Network-1 anticipates that its common stock will begin trading on the NYSE MKT on November 19, 2014.  Network-1’s ticker symbol will remain "NTIP" and its shares will cease trading on the OTCBB concurrent with the listing of its shares on the NYSE MKT.
 
Listing on the NYSE MKT represents an important milestone for Network-1 and its shareholders,” said Corey M. Horowitz, Chairman and CEO of Network-1. “Listing on the NYSE will enhance Network-1’s trading liquidity as well as its visibility, all to the benefit of our loyal stockholders, many of whom have remained with us over a number of years”.

NYSE MKT is a fully integrated trading venue within the NYSE community and leverages the NYSE’s advanced and innovative market model to offer a premier venue for listing and trading the stocks of small companies. The venue utilizes the trading, connectivity and routing technologies of the NYSE platform and offers superior price discovery, superior liquidity and reduced trading volatility. Listed companies benefit from issuer-selected Designated Market Makers (DMM) that utilize world-class NYSE trading systems to discover and improve prices, dampen volatility, add liquidity and enhance value. In addition, NYSE MKT-listed companies gain access to the brand visibility and are eligible for the issuer services enjoyed by the NYSE community.

“We welcome Network-1 Technologies to the NYSE MKT family of listed companies and look forward to having a long term partnership,” said Scott Cutler, Executive Vice President, Global Listings at NYSE. “Network-1 Technologies will join other growth oriented companies that benefit from NYSE’s advanced and innovative market model.”
 

 

 
 
 
 
ABOUT NETWORK-1 TECHNOLOGIES, INC.
 
Network-1 Technologies, Inc. is engaged in the development, licensing and protection of its intellectual property and proprietary technologies.  Network-1 works with inventors and patent owners to assist in the development and monetization of their patented technologies. Network-1 currently owns twenty-two (22) patents covering various telecommunications and data networking technologies as well as technologies relating to document stream operating systems and the identification of media content. Network-1’s current strategy includes continuing to pursue licensing opportunities for its Remote Power Patent and its efforts to monetize two patent portfolios (the Cox and Mirror Worlds patent portfolios) acquired by Network-1 in 2013.  Network-1’s acquisition strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as Network-1 has achieved with respect to its Remote Power Patent.

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements address future events and conditions concerning Network-1’s business plans. Such statements are subject to a number of risk factors and uncertainties as disclosed in the Network-1’s Post-Effective Amendment No. 2 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on September 30, 2014, including, among others, the continued validity of Network-1’s Remote Power Patent, the ability of Network-1 to successfully execute its strategy to acquire high quality patents with significant licensing opportunities, Network-1's ability to achieve revenue and profits from the Mirror Worlds Patent Portfolio and the Cox Patent Portfolio as well as intellectual property it may acquire in the future, the ability of Network-1 to enter into additional license agreements, the ability of Network-1 to continue to receive material royalties from its existing license agreements for its Remote Power Patent, the uncertainty of patent litigation, the difficulty in Network-1 verifying royalty amounts owed to it by its licensees, Network-1's ability to enter into strategic relationships with third parties to license or otherwise monetize their intellectual property, the continued viability of the PoE market, future economic conditions and technology changes and legislative, regulatory and competitive developments. Except as otherwise required to be disclosed in periodic reports, Network-1 expressly disclaims any future obligation or undertaking to update or revise any forward-looking statement contained herein.


Corey M. Horowitz, Chairman and CEO
Network-1 Technologies, Inc.
(212) 829-5770