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| Delaware                 |   | 11-2920559                           |
|--------------------------|--------|--------------------------------------|
| (State of incorporation) |   | (I.R.S. Employer Identification No.) |

| 8000 Regency Parkway, Suite 542, Cary, NC 27518              |
|--------------------------------------------------------------|
| (Address of principal executive offices, including Zip Code) |
|                                                         |
| (919) 380-5000                                               |
| (Registrant’s telephone number, including area code)   |

| Securities registered pursuant to Section 12(b) of the Act:   | NONE                          |
|-------------------------------------------------------------------------|-------------------------------|
| Securities registered pursuant to Section 12(g) of the Act:   | Common Stock, $.001 par value |

| Large accelerated filer o | Accelerated filer o | Non - accelerated filer o | Smaller reporting company þ |
|---------------------------|---------------------|--------------------------------|----------------------------------|

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| Exhibit Number |   | Description                                                                                                                                                                                                                                           |
|----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                                                                  |
| 3.1            |   | Certificate of Incorporation of Level 8 Systems, Inc., a Delaware corporation, as amended and restated December 29, 2006 (incorporated by reference to exhibit 3.1 to Level 8’s Form 8-K filed January 17, 2007).                               |
|           |   |                                                                                                                                                                                                                                                  |
| 3.2            |   | Certificate of Designation relating to Series A1 Convertible Redeemable Preferred Stock (incorporated by reference to exhibit 3.2 to Level 8’s Form 8-K filed January 17, 2007).                                                                |
|           |   |                                                                                                                                                                                                                                                  |
| 3.3            |   | Certificate of Incorporation of Level 8 Systems, Inc., a Delaware corporation, as amended August 4, 2003 (incorporated by reference to exhibit 3.1 to Level 8’s Form 10-K filed March 31, 2004).                                                |
|           |   |                                                                                                                                                                                                                                                  |
| 3.4            |   | Bylaws of Level 8 Systems, Inc., a Delaware corporation (incorporated by reference to exhibit 3.2 to Level 8’s Form 10-K filed April 2, 2002).                                                                                                  |
|           |   |                                                                                                                                                                                                                                                  |
| 3.5            |   | Certificate of Designation relating to Series B Convertible Redeemable Preferred Stock (incorporated by reference to exhibit 3.1 to Level 8’s Form 8-K filed January 20, 2010).                                                                 |
|           |   |                                                                                                                                                                                                                                                  |
| 4.1            |   | Form of Long term Promissory Note Stock Purchase Warrant (incorporated by reference to exhibit 4.19 to Cicero Inc.’s Form 10-K filed March 31, 2008).                                                                                           |
|           |   |                                                                                                                                                                                                                                                  |
| 4.2            |   | Form of Long term Promissory Note Stock Purchase Warrant (incorporated by reference to exhibit 4.17 to Cicero Inc.’s Form 10-K filed March 31, 2009).                                                                                           |
|           |   |                                                                                                                                                                                                                                                  |
| 4.3            |   | Form of Amended Long term Promissory Note Stock Purchase Warrant (incorporated by reference to exhibit 4.3 to Cicero Inc.’s Form 10-K filed March 31, 2011).                                                                                    |
|           |   |                                                                                                                                                                                                                                                  |
| 4.4            |   | Form of Investor Warrant Agreement (incorporated by reference to exhibit 4.4 to Cicero Inc., Form 10-K filed March 31, 2014)                                                                                                                          |
|           |   |                                                                                                                                                                                                                                                  |
| 10.2           |   | Amended PCA Shell License Agreement, dated as of January 3, 2002, between Level 8 Systems, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to exhibit 10.2 to Level 8's Form 8-K, filed January 11, 2002). |
|           |   |                                                                                                                                                                                                                                                  |
| 10.3A          |   | PCA Shell License Agreement between Level 8 Systems, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to exhibit 10.2 to Level 8’s Report on Form 8-K, filed September 11, 2000).                     |
|           |   |                                                                                                                                                                                                                                                  |
| 10.3B          |   | OEM License Agreement between Cicero Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to exhibit 10.12A to Cicero Inc.’s Form 10-K filed March 31, 2008).                                             |
|           |   |                                                                                                                                                                                                                                                  |
| 10.3C          |   | Software Support and Maintenance Schedule between Cicero Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to exhibit 10.12A to Cicero Inc.’s Form 10-K filed March 31, 2008).                         |
|           |   |                                                                                                                                                                                                                                                  |
| 10.6           |   | Level 8 Systems Inc. 1997 Stock Option Plan, as Amended and Restated (incorporated by reference to exhibit 10.2 to Level 8’s Registration Statement on Form S-1/A, filed September 22, 2000, File No. 333-44588).*                              |
|           |   |                                                                                                                                                                                                                                                  |
| 10.7A          |   | Fifth Amendment to Level 8 Systems Inc. 1997 Stock Option Plan (incorporated by reference to exhibit 10.9A to Level 8’s Form 10-K filed April 2, 2002).*                                                                                        |
|           |   |                                                                                                                                                                                                                                                  |
| 10.8B          |   | Seventh Amendment to Level 8 Systems Inc. 1997 Stock Option Plan (incorporated by reference to exhibit 10.14 B to Level 8’s Form 10-K, filed March 31, 2004).*                                                                                  |
|           |   |                                                                                                                                                                                                                                                  |
| 10.9           |   | Lease Agreement for Cary, N.C. offices, dated July 21, 2010, between Cicero Inc. and Regency Park Corporation (incorporated by reference to exhibit 10.9 to Cicero Inc.’s Form 10-K filed March 31, 2011).                                 |
|           |   |                                                                                                                                                                                                                                                  |
| 10.1           |   | Cicero Inc. 2007 Employee Stock Option Plan (incorporated by reference to exhibit 10.22 to Cicero Inc.’s Form 10-K filed March 31, 2008).                                                                                                       |
|           |   |                                                                                                                                                                                                                                                  |
| 10.11          |   | Agreement and Promissory Note of Cicero Inc., dated October 30, 2007 among Cicero Inc. and BluePhoenix Solutions Ltd. (incorporated by reference to exhibit 10.23 to Cicero Inc.’s Form 10-K filed March 31, 2008).                             |
|           |   |                                                                                                                                                                                                                                                  |
| 10.12          |   | Promissory Note of Cicero Inc., dated October 29, 2007 among Cicero Inc. and John L. Steffens (incorporated by reference to exhibit 10.24 to Cicero Inc.’s Form 10-K filed March 31, 2008).                                                     |
|           |   |                                                                                                                                                                                                                                                  |
| 10.15          |   | Revolving Loan Agreement dated November 3, 2008 among Cicero Inc. and Barbara Sivan (incorporated by reference to exhibit 10.15 to Cicero Inc., Form 10-K filed March 31, 2009).                                                                      |

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|   |   |                                                                                                                                                                                                                      |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.16  |   | Employment Agreement between John P. Broderick and the Company effective January 1, 2012 (incorporated by reference to exhibit 10.16 to Cicero Inc., Form 10-K filed April 16, 2012).                                     |
|   |   |                                                                                                                                                                                                                      |
| 10.17  |   | Form of Long Term Promissory Note dated March 31, 2009 (incorporated by reference to exhibit 10.17 to Cicero Inc., Form 10-K filed March 31, 2009).                                                                       |
|   |   |                                                                                                                                                                                                                      |
| 10.18  |   | Employment Agreement between Antony Castagno and the Company effective January 1, 2012 (incorporated by reference to exhibit 10.16 to Cicero Inc., Form 10-K filed April 16, 2012).*                                      |
|   |   |                                                                                                                                                                                                                      |
| 10.19  |   | Asset Purchase Agreement dated January 15, 2010 between Cicero Inc., Vertical Thought Inc., and SOAdesk LLC (incorporated by reference to exhibit 2.1 to Cicero’s Form 8-K filed January 20, 2010).                 |
|   |   |                                                                                                                                                                                                                      |
| 10.2   |   | Amendment No. 1 to the Purchase Agreement dated January 15, 2010 between Cicero Inc., Vertical Thought Inc., and SOADesk LLC (incorporated by reference to exhibit 2.1 to Cicero’s Form 8-K/A filed April 2, 2010). |
|   |   |                                                                                                                                                                                                                      |
| 10.21  |   | Registration Rights Agreement, dated as of January 15, 2010, by and among Cicero Inc. and the Purchasers thereto (incorporated by reference to exhibit 4.4 to Cicero Inc.’s Form 8-K filed January 20, 2010)        |
|   |   |                                                                                                                                                                                                                      |
| 10.22  |   | Form of Short Term Secured Promissory Note of Cicero Inc. among Cicero Inc. and John Broderick (incorporated by reference to exhibit 10.22 to Cicero Inc., Form 10-K filed March 31, 2014).                               |
|   |   |                                                                                                                                                                                                                      |
| 10.23  |   | Source Code License Agreement between Cicero Inc. and Convergys Customer Management Group Inc. (incorporated by reference to exhibit 10.16 to Cicero Inc., Form 10-K filed April 16, 2012).                               |
|   |   |                                                                                                                                                                                                                      |
| 10.24  |   | Form of Short Term Promissory Note of Cicero Inc. among Cicero Inc. and John L. Steffens (incorporated by reference to exhibit 10.16 to Cicero Inc., Form 10-K filed April 16, 2012).                                     |
|   |   |                                                                                                                                                                                                                      |
| 10.25  |   | Form of Short Term Promissory Note of Cicero Inc. among Cicero Inc. and Antony Castagno (incorporated by reference to exhibit 10.25 to Cicero Inc., Form 10-K filed March 31, 2014).                                      |
|   |   |                                                                                                                                                                                                                      |
| 10.26  |   | Amended Employment Agreement between John P. Broderick and the Company effective January 1, 2012 (incorporated by reference to exhibit 10.26 to Cicero Inc., Form 10-K filed April 15, 2013)*                             |
|   |   |                                                                                                                                                                                                                      |
| 10.27  |   | Registration Rights Agreement, dated as of March 20, 2013, by and among Cicero Inc. and the Purchasers thereto (incorporated by reference to exhibit 10.27 to Cicero Inc., Form 10-K filed March 31, 2014)                |
|   |   |                                                                                                                                                                                                                      |
| 10.28  |   | Form of Securities Purchase Agreement by and among Cicero, Inc. and the Purchasers thereto (incorporated by reference to exhibit 10.28 to Cicero Inc., Form 10-K filed March 31, 2014)                                    |
|   |   |                                                                                                                                                                                                                      |
| 10.29  |   | Amended Employment Agreement between Antony Castagno and the Company effective July 3, 2013 (incorporated by reference to exhibit 10.29 to Cicero Inc., Form 10-K filed March 31, 2014)*                                  |
|   |   |                                                                                                                                                                                                                      |
| 14.1   |   | Code of Ethics (incorporated by reference to exhibit 14.1 to Level 8’s Form 10-K/A, filed March 31, 2004).                                                                                                          |
|   |   |                                                                                                                                                                                                                      |
| 21.1   |   | List of subsidiaries of the Company (filed herewith).                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                      |
| 23.1   |   | Consent of Cherry Bekaert LLP (filed herewith).                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                      |
| 31.1   |   | Certification of Chief Executive pursuant to Rule 13a-14(a) (filed herewith).                                                                                                                                             |
|   |   |                                                                                                                                                                                                                      |
| 31.2   |   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith).                                                                                                                                     |
|   |   |                                                                                                                                                                                                                      |
| 32.1   |   | Certification of John P. Broderick pursuant to 18 USC § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                   |

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|                    | CICERO INC. |                                                |
|-------------------------|-------------|-----------------------------------------------------|
|                    |        |                                                |   |
| Date: December 12, 2014 | By:         | /s/ John P. Broderick                          |   |
|                    |        | John P. Broderick                                   |   |
|                    |        | Chief Executive Officer and Chief Financial Officer |   |
|                    |        |                                                |   |

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