UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended ~~June~~September 30, 2014

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from __________ to __________

Commission File Number: 000-51837

OPTIONABLE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		52-2219407
(State or Other Jurisdiction of Incorporation or		(IRS Employer Identification No.)
Organization)

635 Beach 19th Street, Far Rockaway, New York		11691
(Address of Principal Executive Offices)		(Zip Code)

(516) 807-1981

(Registrant’s Telephone Number Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐		Accelerated Filer ☐
Non-accelerated Filer ☐		Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The number of outstanding shares of the registrant’s Common Stock as of ~~July~~November 2413, 2014 is 73,074,242.

OPTIONABLE, INC.

INDEX

PART I:	FINANCIAL INFORMATION
PART I: FINANCIAL INFORMATION
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)
	Condensed Balance Sheets	3
	Condensed Statements of Operations	4
	Condensed Statements of Cash Flows	5
	Notes to the Condensed Financial Statements	6
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1415
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1819
ITEM 4:	CONTROLS AND PROCEDURES	1819
PART II:	OTHER INFORMATION	19
PART II: OTHER INFORMATION		20
ITEM 1:	LEGAL PROCEEDINGS	1920
ITEM 1A:	RISK FACTORS	1920
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1920
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	1920
ITEM 4:	MINE SAFETY DISCLOSURES	1920
ITEM 5:	OTHER INFORMATION	1920
ITEM 6:	EXHIBITS	1920
SIGNATURES		2425

OPTIONABLE, INC.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2014			2013
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~384~~2,782		$	163,234
Prepaid expenses		-			20,000
Total current assets		~~384~~2,782			183,234
Total assets	$	~~384~~2,782		$	183,234
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	~~245~~217,~~887~~580		$	248,938
		245,887			248,938
		217,580			248,938
Due to director, net of unamortized discount of $0 and $12,828 at June 30, 2014 and December 31, 2013, respectively		508,697			495,869
Due to director, net of unamortized discount of $0 and $12,828 at September 30, 2014 and December 31, 2013, respectively		508,697			495,869
Total liabilities		~~754~~726,~~584~~277			744,807
Stockholders' Deficit:
Preferred Stock; $.0001 par value, 5,000,000 shares authorized, none issued and outstanding at June 30, 2014 and December 31, 2013		-			-
Preferred Stock; $.0001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2014 and December 31, 2013		-			-
Common stock; $.0001 par value, 100,000,000 shares authorized, 87,928,203 shares issued and 73,074,242 and 83,833,128 shares outstanding at June 30, 2014 and December 31, 2013 respectively		8,792			8,792
Common stock; $.0001 par value, 100,000,000 shares authorized, 87,928,203 shares issued and 73,074,242 and 83,833,128 shares outstanding at September 30, 2014 and December 31, 2013 respectively		8,792			8,792
Additional paid-in capital		163,~~535~~608,~~536~~174			163,533,686
Treasury stock at cost, 14,853,691 and 4,095,075 shares at June 30, 2014 and December 31, 2013 respectively		(47,552	)		(47,552	)
Treasury stock at cost, 14,853,691 and 4,095,075 shares at September 30, 2014 and December 31, 2013 respectively		(47,552	)		(47,552	)
Accumulated deficit		(164,~~250~~322,~~975~~909	)		(164,056,499	)
Total stockholders’ deficit		(754,199	)		(561,573	)
Stock Subscription		30,000			-
Total liabilities and stockholders’ deficit	$	384		$	183,234
Total stockholders’ deficit		(723,495	)		(561,573	)
Total liabilities and stockholders’ deficit	$	2,782		$	183,234

See Notes to Unaudited Condensed Financial Statements.

OPTIONABLE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended						For the ~~six~~nine months ended
	June 30,						June 30,
	September 30,						September 30,
	2014			2013			2014			2013
Operating expenses:
Selling, general and administrative	$	8671,~~855~~935		$	~~208~~171,~~804~~723		$	~~181~~253,~~678~~613		$	~~405~~577,~~379~~102
Total operating expenses		8671,~~855~~935			~~208~~171,~~804~~723			~~181~~253,~~678~~613			~~405~~577,~~379~~102
Operating loss		(8671,~~855~~935	)		(~~208~~171,~~804~~723	)		(~~181~~253,~~678~~613	)		(~~405~~577,~~379~~102	)
Other income (expense):
Interest income (expense)		10			~~259~~278			2930			~~192~~470
Interest expense to related parties		-			(1314,~~738~~155	)		(12,828	)		(2741,~~072~~227	)
		1			(13,479	)		(12,799	)		(26,880	)
		0			(13,877	)		(12,798	)		(40,757	)
Loss before income tax benefit		(8671,~~854~~934	)		(~~222~~185,~~283~~600	)		(~~194~~266,~~477~~411	)		(~~432~~617,~~259~~859	)
Income tax benefit		-			-			-			-
Net loss	$	(8671,~~854~~934	)	$	(~~222~~185,~~283~~600	)	$	(~~194~~266,~~477~~411	)	$	(~~432~~617,~~259~~859	)
Basic loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Basic and Diluted weighted average common shares outstanding		80,640,931			83,833,128			82,228,211			83,833,128
Basic and Diluted weighted average common
shares outstanding		73,074,242			83,833,128			79,222,177			83,833,128

See Notes to Unaudited Condensed Financial Statements.

OPTIONABLE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	For the six months ended
	For the nine months ended
	June 30,
	September 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(~~194~~266,~~477~~411	)	$	(~~432~~617,~~259~~859	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		12,828			2741,~~072~~227
Share-based compensation expense		174,~~850~~489			45,~~413~~970
Changes in operating assets and liabilities:
Prepaid and other assets		20,000			414,589
Accounts payable and accrued expenses		(331,~~051~~358	)		(560,~~631~~512	)
Net cash used in operating activities		(~~162~~190,~~850~~452	)		(~~401~~495,~~816~~561	)
Net cash used in investing activities		-			-
Net cash provided by financing activities					710,000
Stock Issued for Cash		-			710,000
Net increase decrease in cash		(162,850	)		308,184
Stock Subscription		30,000			-
Net cash provided by financing activities		30,000			710,000
Net (decrease) increase in cash		(160,452	)		214,439
Cash, beginning of period		163,234			247,684
Cash, end of period	$	~~384~~2,782		$	~~555~~462,~~868~~123
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See Notes to Unaudited Condensed Financial Statements.

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1- Organization, Description of Business and Going Concern

Optionable, Inc. (the “Company”) was formed in Delaware in February 2000. Between April 2001 and July 2007, a substantial portion of the Company’s revenues were generated from providing energy derivative brokerage services to brokerage firms, financial institutions, energy traders, and hedge funds worldwide.

The Company has not generated any revenues since the third quarter of 2007 as a result of the termination of the business relationship by its largest customer and the succession of events since then.

The Company’s management is seeking out possible business transactions and new relationships in areas unrelated to brokerage services.

The Company was a defendant to one legal proceeding, from its largest shareholder, Chicago Mercantile Exchange/ New York Mercantile Exchange, which was settled on May 22, 2014.

Going Concern

The Company is unable to determine whether it will have sufficient funds to meet its obligations for at least the next twelve months. The Company’s management is seeking out possible business transactions and new relationships in areas unrelated to brokerage services. The Company’s future depends on its ability to execute such business transactions and new relationships and there is no assurance it will be able to do so. If the Company fails for any reason, it may not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the US Bankruptcy Code. The Company's ~~June~~September 30, 2014 unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OPTIONABLE, INC.

NOTES TO CONDESNED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and the footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine month periods ended ~~June~~September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. The accompanying unaudited ~~consolidated~~ condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on March 24, 2014.

Note 2- Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company’s cash and cash equivalents accounts are held at financial institutions. The Federal Deposit Insurance Corporation insured up to $100,000 between January 2007 and October 2008. After October 2008, it insured up to $250,000 for interest-bearing accounts and an unlimited amount for noninterest-bearing accounts after October 2008. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden failure of such financial institutions.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted Financial Accounting Statement Board (“FASB”) Accounting Standard Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities

	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data

	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities as of ~~June~~September 30, 2014 and December 31, 2013, with the exception of its due to director. The Company deems that the carrying value of the due to director approximates the fair value as of ~~June~~September 30, 2014 and December 31, 2013.

Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of ~~June~~September 30, 2014 and December 31, 2013, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

In addition, ASC 825-10-25, “Fair Value Option,” was effective January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Income Taxes

Income taxes are accounted for in accordance with “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company’s assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or all deferred tax assets will not be realized. Penalties and interest on underpayment of taxes are reflected in the Company’s effective tax rate.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the realization of receivables and share-based payments. Actual results will differ from these estimates.

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Basic and Diluted Earnings per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the ~~modified-~~treasury stock method). The outstanding options amounted to 4,733,000 and 2,883,000 shares at ~~June~~September 30, 2014 and 2013. The outstanding warrants amounted to 0 at ~~June~~September 30, 2014 and 2013. The options and warrants outstanding at ~~June~~September 30, 2014 and 2013, respectively, have been excluded from the computation of diluted earnings per share due to their antidilutive effect.

Stock Compensation

Under ASC 718- Compensation-Stock Compensation, companies are required to measure the costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued SAB 107. SAB 107 expresses views of the staff regarding the interaction between ASC 718 and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. Compensation cost is measured on the date of grant as its fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Contingencies

None.

Recent Accounting Pronouncements

A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of any of these standards to have a material impact on its financial position, results of operations or cash flows.

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 3-Due to Related Parties and Related Party Transaction

The terms and amounts of due to related parties at ~~June~~September 30, 2014 and December 31, 2013, respectively, are as follows:

One of the Company’s former board members and former president is entitled to a payment of $508,697 (the “Principal Amount”), plus interest, if applicable, upon the following terms. In the event that the Company secures financing of at least $1,000,000 (the “Capital Raise”), this person will be entitled to a payment equal to the lesser of (i) 12.5% of the Capital Raise, (ii) $381,250, and (iii) any unpaid Principal Amount. In the event that upon a Capital Raise, the entire Principal Amount has not been repaid, this person shall be issued a promissory note (the “Capital Raise Note”) in the principal amount of any then unpaid Principal Amount remaining after the payments described in the preceding sentence. The Capital Raise Note shall be due and payable on April 1, 2014 and shall bear interest at a rate of 4.68% annually. In the event that no Capital Raise shall have occurred prior to April 1, 2014, then the unpaid Principal Amount shall be due and payable as of such date. This liability is recorded on the Company’s balance sheets as follows:

	June 30, 2014		December 31, 2013
	September 30, 2014		December 31, 2013
	$	508,697	$	508,.697
Discount, using initial implied rate of 12%		0-		(12,828	)
	$	508,697	$	495,869

During April 2005, the Company modified the terms of its due to related parties. The modified terms provide that, in the event of a Capital Raise, among other things, the annual interest rate accrued after such event is reduced from 12% to 4.68%. Additionally, the modified terms provide that the Company may make principal repayments towards the due to a stockholder and former Chairman of the Board and the due to Director amounting to approximately 25% of its cash flows from operating cash flows less capital expenditures. During April 2006, the Company modified the terms of its due to related parties to allow the Company to make principal repayments at its discretion.

The amortization of the discount on the due to related parties amounted to approximately $~~12,828~~0 and $1314,~~738~~155 during the three-month periods ended ~~June~~September 30, 2014 and 2013, respectively and $12,828 and $2741,~~072~~227 during the ~~six~~nine-month periods ended ~~June~~September 30, 2014 and 2013, respectively.

On April 10, 2013, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mark Nordlicht, a current stockholder of the Company (the “Subscriber”), pursuant to which the Company sold to the Subscriber an aggregate of 35,500,000 shares of the Company’s common stock, par value $.001 (the “Securities”), at a purchase price of $0.02 per share (the “Purchase Price”), for a total offering amount, before Offering related expenses, of $710,000 (the “Offering”). The Offering closed immediately following the execution and delivery of the Purchase Agreement by the Company and the Subscriber. After giving effect to the Offering, there are 83,833,128 shares of Common Stock outstanding and options to purchase an aggregate of 2,883,000 shares of Common Stock outstanding.

Effective upon the closing of the Offering, Brad O’Sullivan, Matthew Katzeff, Ed O’Connor and Andrew Samaan resigned as directors of the Company, the number of directors constituting the Company’s full Board of Directors was reduced to two and Dov Rauchwerger and Neil Osrof were elected to fill the vacancies created by such resignations. Mr. Rauchwerger was also elected as the Chief Executive Officer and Chief Financial Officer of the Company. Subsequently, Matthew Katzeff was reappointed Chief Financial Officer.

Note 4- Stockholders’ Equity

On May 22, 2014, Optionable, Inc. (the “Company”) entered into a Settlement Agreement (the “Agreement”) with Mark Nordlicht (“Nordlicht”) and CME Group, Inc. (“CME”) (Nordlicht, together with the Company, the “Optionable Parties,” and the Optionable Parties together with CME, the “Parties,” and each, a “Party”) which sets for the agreement for the final terms of settlement and dismissal of the lawsuit entitled CMEG NYMEX Holdings, Inc. v. Optionable, Inc. et al., No. 09-CV-3677 (S.D.N.Y.) (the “Litigation”). Pursuant to the Agreement, Nordlicht agrees to make a settlement payment to CME on or before June 3, 2014, and CME agrees to return to the Company 10,758,886 shares of common stock issued by the Company to it in 2007 (described in Note 5- Litigation and Contingencies). The Company accounted the return of 10,758,886 shares as treasury stock.

~~As of June 30, 2014 and December 31, 2013, there were 14,853,961 and 4,095,075 shares of treasury stock, respectively.~~10

AsOn ofJuly ~~June 30~~21, 2014, ~~and~~in ~~December~~a ~~31,~~transaction ~~2013~~exempt from registration under Section 4(2) of the Securities Act of 1933, ~~there~~the ~~were~~Company 87executed an agreement to sell 1,~~928~~000,~~203~~000 shares ~~issued~~of ~~and~~its 73restricted common stock to an insider at a purchase price of $0.03 per share for a total aggregate purchase price of $30,~~074~~000. In addition,~~242~~ ~~and~~on 83September 4,~~833~~ 2014,~~128~~ in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, the Company executed an agreement to sell 11,000,000 shares of its restricted common stock ~~issued~~to an insider at a purchase price of $0.02 per share for a total aggregate purchase price of $220,000. As of September 30, 2014, $30,000 had been funded and ~~outstanding~~the shares will be transferred upon the completion of the entire agreed upon fundings. The receipt of $30,000 ~~respectively~~was accounted as stock subscription in the accompanying balance sheet as of September 30, 2014.

As of September 30, 2014 and December 31, 2013, there were 14,853,961 and 4,095,075 shares of treasury stock, respectively.

As of September 30, 2014 and December 31, 2013, there were 87,928,203 shares issued and 73,074,242 and 83,833,128 shares of common stock issued and outstanding, respectively.

Stock Compensation Plan

During November 2004, the Company adopted the 2004 Stock Option Plan (“2004 Plan”), and amended it in March 2011. The 2004 Plan allows for the grant of both incentive stock options and nonstatutory stock options. The 2004 Plan may be administered, interpreted and constructed by the Board of Directors. The number of shares of common stock which may be issued pursuant to options granted under the 2004 Plan may not exceed 7,500,000 shares.

1011

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

During the three- month periods ended ~~June~~September 30, 2014 and 2013, the Company recorded share-based payment expenses amounting to approximately $~~496~~72,639 in 2014, and $1,~~834~~557 in 2013, respectively, and $174,~~850~~489 and $45,~~413~~970 for the ~~six~~nine-month periods ended ~~June~~September 30, 2014 and 2013, respectively in connection with all options outstanding at the respective measurement dates. The amortization of share-based payment was recorded in selling, general and administrative during such periods.

~~The~~During the nine-month period ended September 30, 2014, the Company granted ~~600~~1,850,000 options in ~~May~~September ~~2012~~2014, as follows: ~~200~~750,000 options were granted to each of ~~former~~ CEO ~~Brad~~Dov ~~O'Sullivan~~Rauchwerger and CFO Matthew Katzeff and ~~100~~350,000 options were granted to ~~each of~~ former Director ~~Andrew~~Neil ~~Samaan and former Director and former President Edward O’Connor~~Osrof. ~~There were no options granted during the three and six month periods ended June 30, 2014.~~

1112

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following activity occurred under our plan:

	Six-month periods ended June 30,
	Nine-month periods ended September 30,
	2014		2013
Weighted-average grant-date fair value of options granted	$	0.15	$	0.15
Weighted-average price per share of options granted	$	0.12	$	0.022
Fair value of options granted	$	~~448~~504,~~760~~260	$	~~442,880~~11.001

If any options granted under the 2004 Plan, as amended, expire or terminate without having been exercised or cease to be exercisable, such options will be available again under the 2004 Plan. All employees of the Company and its subsidiaries are eligible to receive incentive stock options and nonstatutory stock options. Non-employee directors and outside consultants who provided bona-fide services not in connection with the offer or sale of securities in a capital raising transaction are eligible to receive nonstatutory stock options. Incentive stock options and nonstatutory stock options may not be granted below the fair market value of the Company’s common stock at the time of grant or, if to an individual who beneficially owns more than 10% of the total combined voting power of all stock classes of the Company or a subsidiary, the option price may not be less than 110% of the fair value of the common stock at the time of grant. The expiration date of an incentive stock option may not be longer than ten years from the date of grant. Option holders, or their representatives, may exercise their vested incentive stock options up to three months after their employment termination or one year after their death or permanent and total disability. With respect to the current directors and officers of the Company, their nonstatutory stock options do not expire until the second year anniversary of their resignation from the Company for Good Reason or termination without Cause (as these terms are defined in the Plan), or upon the occurrence of certain other events. The Plan provides for adjustments upon changes in capitalization.

The Company’s policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of common stock. It does not issue shares pursuant to the exercise of stock options from its treasury shares.

1213

OPTIONABLE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 5- Litigation and Contingencies

CMEG NYMEX Inc. v. Optionable, Inc. et. al. Civ. No. 09-03677 (S.D.N.Y.)

CMEG NYMEX Inc. (“NYMEX”) filed the operative complaint in this litigation on April 10, 2009. The complaint alleges, among other things, that Optionable, certain of its former officers and directors, and other defendants defrauded NYMEX in connection with NYMEX’s purchase of $28.9 million of shares of Optionable common stock pursuant to a Stock and Warrant Purchase Agreement (“SWPA”). On May 22, 2014, (the Company entered into a Settlement Agreement (the “Agreement”) with Mark Nordlicht (“Nordlicht”) and CME Group, Inc. (“CME”) (Nordlicht, together with the Company, the “Optionable Parties,” and the Optionable Parties together with CME, the “Parties,” and each, a “Party”) which sets for the agreement for the final terms of settlement and dismissal of the lawsuit entitled CMEG NYMEX Holdings, Inc. v. Optionable, Inc. et al., No. 09-CV-3677 (S.D.N.Y.) (the “Litigation”). Pursuant to the Agreement, Nordlicht agrees to make a settlement payment to CME on or before June 3, 2014, and CME agrees to return to the Company 10,758,886 shares of common stock issued by the Company to it in 2007. The Agreement calls for full mutual releases and on the date of payment by Nordlicht to CME, the Parties shall file for an order dismissing the Litigation with prejudice. The sums were paid on June 3, 2014, and full releases delivered.

The Company is subject to certain legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of ~~June~~September 30, 2014.

Note 6 – Subsequent Events

In accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent events after the balance sheet date for disclosure or recognition purposes. On July 21, 2014, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, the Company executed an agreement to sell 21,~~500~~000,000 shares of its restricted common stock to an insider at a purchase price of $0.03 per share for a total aggregate purchase price of $7530,000. In addition, on September 4, 2014, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, the Company executed an agreement to sell 11,000,000 shares of its restricted common stock to an insider at a purchase price of $0.02 per share for a total aggregate purchase price of $220,000. In addition to the $30,000 that was funded during the three months ended September 30, 2014, $12,000 was funded on October 10, 2014, $10,000 was funded on October 21, 2014, and $10,000 was funded on October 23, 2014. The shares will be transferred upon the completion of the entire agreed upon fundings.

1314

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The Company has not generated any revenues since the third quarter of 2007 as a result of the termination of the business relationship by its largest customer and the succession of events since then. In addition, the matters discussed in Note 5 to the Financial Statements have had a significant adverse impact on its business, though such matters have since been settled and dismissed.

The Company was a defendant in one significant legal proceeding, brought by its largest stockholder, Chicago Mercantile Exchange/ New York Mercantile Exchange which was settled on May 22, 2014. On November 25, 2013, Optionable, Inc. entered into a Settlement Agreement with Bank of Montreal, which has resulted in dismissal with prejudice of the lawsuit entitled Bank of Montreal v. Optionable, Inc., No. 09-CV-7557 (S.D.N.Y.).

The Company has exhausted its insurance policy for the previously settled litigation matters described in Note 5 to the Financial Statements. As a result of this and the fact that the Company has not generated any revenues since the third quarter of 2007, the Company’s cash reserves, liquidity and capital resources likely will continue to decrease in the coming reporting cycles.

GOING CONCERN

The Company is unable to determine whether it will have sufficient funds to meet its obligations for at least the next twelve months. If the Company fails to execute new business transactions and new relationships for any reason, it may not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the US Bankruptcy Code.

1415

OPTIONABLE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended												For the ~~six~~nine months ended
	June 30,												June 30,
	September 30,												September 30,
	2014			2013			$ Change			% Change			2014			2013			$ Change			% Change
Operating expenses:
Selling, general and administrative	$	8671,~~855~~935		$	~~208~~171,~~804~~723		$	(~~121~~99,~~949~~788	)		-58	%	$	~~181~~253,~~678~~613		$	~~405~~577,~~379~~102		$	(~~223~~323,~~701~~489	)		-5556	%
Total operating expenses		8671,~~855~~935			~~208~~171,~~804~~723		$	(~~121~~99,~~949~~788	)		-58	%		~~181~~253,~~678~~613			~~405~~577,~~379~~102		$	(~~223~~323,~~701~~489	)		-5556	%
Operating loss		(8671,~~855~~935	)		(~~208~~171,~~804~~723	)	$	~~121~~99,~~949~~788			-58	%		(~~181~~253,~~678~~613	)		(~~405~~577,~~379~~102	)	$	~~223~~323,~~701~~489			-5556	%
Other income (expense):
Interest income (expense)		10			~~259~~278		$	(~~258~~278	)		-100	%		2930			~~192~~470		$	(~~163~~440	)		-8594	%
Interest expense to related parties		-			(1314,~~738~~155	)	$	1314,~~738~~155			-100	%		(12,828	)		(2741,~~072~~227	)	$	1428,~~244~~399			-5369	%
		1			(13,479	)		13,480			-100	%		(12,799	)		(26,880	)		14,081			-52	%
		0			(13,877	)								(12,798	)		(40,757	)
Loss before income tax benefit		(8671,~~854~~934	)		(~~222~~185,~~283~~600	)	$	~~135~~113,~~429~~666			-61	%		(~~194~~266,~~477~~411	)		(~~432~~617,~~259~~859	)	$	~~237~~351,~~782~~448			-5557	%
Income tax benefit		-			-									-			-
Net loss	$	(8671,~~854~~934	)	$	(~~222~~185,~~283~~600	)	$	~~135~~113,~~429~~666			-61	%	$	(~~194~~266,~~477~~411	)	$	(~~432~~617,~~259~~859	)	$	~~237~~351,~~782~~448			-5557	%
Basic loss per common share	$	(0.00	)	$	(0.00	)							$	(0.00	)	$	(0.01	)
Diluted loss per common share	$	(0.00	)	$	(0.00	)							$	(0.00	)	$	(0.01	)
Basic and Diluted weighted average common shares outstanding		8073,~~640~~074,~~931~~242			83,833,128									8279,~~228~~222,~~211~~177			83,833,128

~~See Notes to Unaudited Condensed Financial Statements.~~16

General and administrative expenses

General and administrative expenses consists primarily of legal fees, incurred in connection with the Company’s attention to matters described in Note 5 to the Financial Statements and other matters, expenses incurred in connection with the handling of certain matters which occur during the course of our operations and compensation of personnel supporting our operations. Legal fees incurred during the three- and ~~six~~nine-month periods ended ~~June~~September 30, 2014 and 2013 amounted to -$4821,~~779~~796 (due to the Company’s receiving forgiveness for of certain legal fees payable) and $90145,~~249~~672, and $~~114~~92,~~127~~331 and $~~173~~318,~~320~~992, respectively.

The decrease of $~~121~~185,~~949~~554 and $~~223~~424,~~701~~527, respectively, in general and administrative expenses during the three- and ~~six~~nine-month periods ended ~~June~~September 30, 2014, in comparison to the comparable periods in 2013 is due to decreases in expenses associated with accounting services, insurance, telecommunications, investor relations and other third party services, as well as the effect of Management’s implementation of a general cost reduction policy, as well as a significant reduction in spending on legal fees due to the settlement of certain legal matters in 2013 as well as the first half of 2014, particularly as a result of the resolution of all of Optionable’s litigation matters, as well as an overall process implemented by Management to manage overall legal and other expense spending in the most effective and efficient manner possible.

Interest income

Interest income consists primarily of interest earned on interest-bearing cash and cash equivalents, net of interest expense resulting from company credit card activity. The decrease in interest income during the three- and ~~six~~nine-month periods ended ~~June~~September 30, 2014, in comparison to the comparable period in 2013, is primarily due to lower cash balances held by the Company in interest bearing accounts, however this was offset by credit card interest expense incurred during the comparable period in 2013.

Interest expense to related parties

Interest expense to related parties consists of interest charges associated with amounts due to related parties. As of ~~June~~September 30, 2014, the only remaining related party note payable is due to Edward O’Connor, a former Director and former President. The decrease in interest expense to related parties during the three ~~month~~and ~~period~~nine month periods ended ~~June~~September 30, 2014, in comparison to the comparable ~~period~~periods in 2013, is due to the amortization of the debt discount which fully amortized during the first quarter 2014. See Note 3 to Financial Statements.

Income tax

Income tax benefit/expense consists of federal and state current and deferred income tax or benefit based on our net income. There was no income tax benefit/expense during the three and ~~six~~nine month periods ended ~~June~~September 30, 2014.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance as of ~~June~~September 30, 2014 amounts to approximately $~~384~~2,782.

During the six-month period ended June 30, 2014, we used cash for operating activities of approximately $162,850, resulting from the net loss incurred by the Company of approximately $194,477, adjusted for:

● amortization of debt discount of approximately $12,828; ● share-based compensation expense of approximately $1,850; ● a decrease in prepaid assets of approximately $20,000; and ● A decrease in accounts payable and accrued expenses of approximately $3,051.

In addition, during the six-month period ended June 30, 2014, we had no financing activities as compared to an increase in net cash provided by financing activities of $710,000 during the six-month period ended June 30, 2013.

During the nine-month period ended September 30, 2014, we used cash for operating activities of approximately $190,452, resulting from the net loss incurred by the Company of approximately $266,411, adjusted for:

	●	amortization of debt discount of approximately $12,828;

	●	share-based compensation expense of approximately $74,489;

	●	a decrease in prepaid assets of approximately $20,000; and

	●	A decrease in accounts payable and accrued expenses of approximately $31,358.

In addition, during the nine-month period ended September 30, 2014, we had an increase in net cash provided by financing activities of $30,000 cash proceeds from issuance of stock subscription as compared to an increase in net cash provided by financing activities of $710,000 cash proceeds from issuance of common stock during the nine-month period ended September 30, 2013.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of significant accounting policies is included in Note 2 of the unaudited financial statements included in this Report. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition. Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies for us include the following:

Contingencies

None.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Principal Executive and Principal Financial Officer concluded that, as of ~~June~~September 30, 2014, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to our Principal Executive and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

18Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2014, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. Legal Proceedings

Except as described in Note 5 to the financial statements, during the three and ~~six~~nine month periods ended ~~June~~September 30, 2014, there were no material developments to the Company’s legal proceedings described in Note 5 to Financial Statements. Reference is made to the Company’s Annual Report on Form 10-K for the period ended December 31, 2013 for the most recent disclosure by the Company of its legal proceedings, which have since been settled and dismissed.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description

3.1		Certificate of Incorporation of Optionable, Inc., dated February 4, 2000 (incorporated by reference to Exhibit 3(i)(a)to the registrant's Registration Statement on Form SB-2, filed December 22, 2004, file no. 333-121543 (the "SB-2").

3.2		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated March 30, 2000 (incorporated by reference to Exhibit 3(i)(b) to the SB-2)

3.3		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated May 31, 2000 (incorporated by reference to Exhibit 3(i)(c) to the SB-2).

3.4		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated July 21, 2000 (incorporated by reference to Exhibit 3(i)(d) to the SB-2).

3.5		Corrected Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated January 31, 2003 (incorporated by reference to Exhibit 3(i)(e) to the SB-2).

1920

3.6		Certificate of Amendment to the Certificate of Incorporation of Optionable, Inc., dated June 9, 2004 (incorporated by reference to Exhibit 3.1(i)(f) to the SB-2).

3.7		Amended and Restated By-laws of Optionable, Inc. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of June 25, 2010 and filed on June 28, 2010)

10.1		Master Services Agreement with Capital Energy Services LLC dated April 1, 2004 including the Consulting Agreement as a part thereof and Addendum, dated October 7, 2004 (incorporated by reference to Exhibit 10(ii)(a) to the SB-2)

10.2		Addendum to Master Services Agreement (incorporated by reference to Exhibit 10(ii)(b) to the SB-2)

10.3		Amendment to Master Services Agreement (incorporated reference to the registrant's Current Report on Form 8-K, dated as of April 10, 2006)

10.4		Termination Agreement (of Master Service Agreement; incorporated by reference to the registrant's Current Report on Form 8-K, dated as of January 31, 2007)

10.5		Options Order Flow Agreement, dated July 1, 2004, between the Company and Intercontinental Exchange, Inc. (incorporated by reference to Exhibit 10(iii)(a) to the SB-2)

10.6		Superseding Option Order Flow Agreement, dated as of March 2, 2005 (incorporated by reference to Exhibit 10(iii)(b) to the SB-2)

10.7		Employment Agreement, as amended, between the Company and Edward J. O'Connor (incorporated by reference to Exhibit 10(iv) (a) to the SB-2)

10.8		Optionable, Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit 4.1 to the registrant's Registration Statement on Form S-8, file number 333-129853, as filed on November 21, 2005 (the "S-8")

10.9		Form of Incentive Stock Option Agreement(incorporated by reference to Exhibit 4.2 to the S-8)

10.10		Nonstatutory Stock Option Agreement(incorporated by reference to Exhibit 4.3 to the S-8)

10.11		Prepaid Commission Agreement, dated February 3, 2003, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(vi) to the SB-2).

10.12		Revolving Credit Facility Agreement, dated June 5, 2003, between the Company and Platinum Value Arbitrage Fund LP (incorporated by reference to Exhibit 10(vii)(a) to the SB-2)

10.13		$500,000 Revolving Promissory Note from the Company to Platinum Value Arbitrage Fund LP dated June 5, 2003 (incorporated by reference to Exhibit 10(vii)(b) to the SB-2)

10.14		Prepaid Commission Agreement, dated June 9, 2003, between the Company and Platinum Partners Value Arbitrage Fund LLP(incorporated by reference to Exhibit 10(viii) to the SB-2)

10.15		Loan Agreement, dated February 13, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(ix)(a) to the SB-2)

10.16		$250,000 Promissory Note, dated February 13, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(ix)(b) to the SB-2)

2021

10.17		$250,000 Promissory Note Extension Agreement, dated September 9, 2004 (incorporated by reference to Exhibit 10(ix)(c) to the SB-2)

10.18		Loan Agreement, dated March 8, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(x)(a) to the SB-2)

10.19		$50,000 Promissory Note, dated March 8, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(x)(b) to the SB-2)

10.20		$50,000 Promissory Note Extension Agreement, dated September 9, 2004 (incorporated by reference to Exhibit 10(x)(c) to the SB-2)

10.21		Loan Agreement, dated March 22, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(xi)(a) to the SB-2)

10.22		$5,621,753.18 Promissory Note, dated March 22, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(xi)(b) to the SB-2)

10.23		Addendum to Loan Agreement, dated March 22, 2004 (incorporated by reference to Exhibit 10(xi)(c) to the SB-2)

10.24		Addendum to Promissory Note, dated March 22, 2004 (incorporated by reference to Exhibit 10(xi)(d) to the SB-2)

10.25		Revolving Credit Facility Agreement, dated April 15, 2004, between the Company and Mark Nordlicht (incorporated by reference to Exhibit 10(xii)(a) to the SB-2)

10.26		$50,000 Promissory Note, dated April 15, 2004, from the Company to Mark Nordlicht (incorporated by reference to Exhibit 10(xii)(b) to the SB-2)

10.27		Warrant Agreement for the Purchase of Common Stock (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2006)

10.28		Service and Repurchase Agreement (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of January 31, 2007)

10.29		Code of Business Conduct and Ethics (Incorporated by reference to the registrant’s Form 10-KSB for the fiscal year ended December 31, 2007)

10.30		Acquisition Agreement, dated March 23, 2007, between the Company, Peter Holmquist, Douglas Towne, and Joseph McHugh (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 23, 2007.

10.31		Release, Rescission and Termination Agreement, dated May 18, 2007, by and among Optionable, Inc., Peter Holmquist, Douglas Towne, Joseph McHugh and Nicole Troiani (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of May 18, 2007.

10.32		Separation and Release Agreement, dated July 25, 2007, by and among Optionable, Inc., Opex International, Inc., Kevin DeAndrea, Noah Rothblatt, Kevin Brennan and Nicole Troiani. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 25, 2007).

10.33		Warrant, dated April 10, 2007, issued pursuant to that certain Stock and Warrant Purchase Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy through Pierpont Capital, Inc. and Edward O'Connor through Ridgecrest Capital, Inc. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)

10.34		Stock and Warrant Purchase Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy through Pierpont Capital, Inc. and Edward O'Connor through Ridgecrest Capital, Inc.(portions of this exhibit are subject to a confidential treatment request) (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.35		Investor Rights Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy and Edward O'Connor. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.36		Waiver, dated April 10, 2007, by and between Optionable, Inc. and Mark Nordlicht, to that certain Loan Agreement, dated March 22, 2004, by and between Optionable, Inc. and Mark Nordlicht. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.37		Amended and Restated Employment Agreement, dated April 10, 2007, by and between Optionable, Inc. and Kevin Cassidy. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.38		Registration Rights Agreement, dated April 10, 2007, by and between Optionable, Inc. and NYMEX Holdings, Inc. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.39		Separation and Release Letter, dated November 6, 2007, by and between Optionable, Inc. and Albert Helmig (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 6, 2007).
10.40		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.41		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.42		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.43		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.44		Separation Agreement between Optionable, Inc. and Edward J. O’Connor dated as of January 28, 2009. (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)
10.45		Employment Agreement between Optionable, Inc. and Thomas Burchill dated as of January 28, 2009(incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)
10.46		Letter Agreement dated as of January 15, 2009 with respect to compensation to Andrew Samaan (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)

10.47		Settlement and Voting Agreement between Optionable, Inc. and Mark Nordlicht dated as of February 26, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 27, 2009)
10.34		Stock and Warrant Purchase Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy through Pierpont Capital, Inc. and Edward O'Connor through Ridgecrest Capital, Inc.(portions of this exhibit are subject to a confidential treatment request) (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.48		Employment Letter dated May 17, 2010 with respect to compensation to Brad P. O’Sullivan (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of July 2, 2010)
10.35		Investor Rights Agreement, dated April 10, 2007, by and among Optionable, Inc., NYMEX Holdings, Inc., Mark Nordlicht, Kevin Cassidy and Edward O'Connor. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.49		Stock Option Agreement dated as of November 26, 2007, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
10.36		Waiver, dated April 10, 2007, by and between Optionable, Inc. and Mark Nordlicht, to that certain Loan Agreement, dated March 22, 2004, by and between Optionable, Inc. and Mark Nordlicht. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.50		Indemnification Agreement, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
10.37		Amended and Restated Employment Agreement, dated April 10, 2007, by and between Optionable, Inc. and Kevin Cassidy. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.51		Indemnification Agreement, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
10.38		Registration Rights Agreement, dated April 10, 2007, by and between Optionable, Inc. and NYMEX Holdings, Inc. (incorporated by reference to the registrant's Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2007)
10.52		First Amendment to 2004 Stock Option Plan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
10.39		Separation and Release Letter, dated November 6, 2007, by and between Optionable, Inc. and Albert Helmig (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 6, 2007).
10.53		Amendment to Stock Option Agreement between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
10.40		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.54		Amendment to Stock Option Agreement between Optionable, Inc. Brad O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
10.41		Letter Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.55		Amendment to Stock Option Agreement between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
10.42		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Thomas Burchill. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.56		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
10.43		Stock Option Agreement, dated as of November 26, 2007, by and between Optionable, Inc. and Dov Rauchwerger. (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of November 26, 2007).
10.57		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
10.44		Separation Agreement between Optionable, Inc. and Edward J. O’Connor dated as of January 28, 2009. (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)
10.58		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Edward O’Connor (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
10.45		Employment Agreement between Optionable, Inc. and Thomas Burchill dated as of January 28, 2009(incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)
10.59		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
10.46		Letter Agreement dated as of January 15, 2009 with respect to compensation to Andrew Samaan (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 2, 2009)
10.60		Stock Option Agreement dated as of May 3, 2011, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of November __, 2012).
10.61		Memorandum Decision and Order. CMEG NYMEX Inc. v. Optionable, Inc., et al., Civ. No. 09-03677 (S.D.N.Y.) (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of August 30, 2012).

10.62		Memorandum Decision and Order. Bank of Montreal v. Optionable, Inc., et al., Civ. No. 09-07557 (S.D.N.Y.) (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of August 30, 2012).
10.47		Settlement and Voting Agreement between Optionable, Inc. and Mark Nordlicht dated as of February 26, 2009 (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of February 27, 2009)
10.63		Securities Purchase Agreement (incorporated by reference to the registrant’s Current Report on Form 8-K, dated as of April 10, 2013)
10.48		Employment Letter dated May 17, 2010 with respect to compensation to Brad P. O’Sullivan (incorporated by reference to the registrant’s Current Report on Form 8-K dated as of July 2, 2010)
10.64		Settlement Agreement with NYMEX, dated May 22, 2014 ( incorporated by reference to the registrant’s Current Report on Form 8-K, dated as of May 22, 2014).
10.49		Stock Option Agreement dated as of November 26, 2007, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
31.1*		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
10.50		Indemnification Agreement, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
31.2*		Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
10.51		Indemnification Agreement, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of July 2, 1010).
32.1*		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
10.52		First Amendment to 2004 Stock Option Plan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
32.2*		Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
10.53		Amendment to Stock Option Agreement between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
101.INS**		XBRL INSTANCE
10.54		Amendment to Stock Option Agreement between Optionable, Inc. Brad O’Sullivan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
101.SCH**		XBRL TAXONOMY EXTENSION SCHEMA
10.55		Amendment to Stock Option Agreement between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of March 4, 2011).
101.CAL**		XBRL TAXONOMY EXTENSION CALCULATION
10.56		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Brad P. O’Sullivan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
101.DEF**		XBRL TAXONOMY EXTENSION DEFINITION
10.57		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Matthew Katzeff (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
101.LAB**		XBRL TAXONOMY EXTENSION LABELS
10.58		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Edward O’Connor (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
101.PRE**		XBRL TAXONOMY EXTENSION PRESENTATION
10.59		Stock Option Agreement dated as of May 2, 2012, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of May 14, 2012).
10.60		Stock Option Agreement dated as of May 3, 2011, by and between Optionable, Inc. and Andrew Samaan (incorporated by reference to the registrant's Quarterly Report on Form 10-Q, dated as of November __, 2012).
10.61		Memorandum Decision and Order. CMEG NYMEX Inc. v. Optionable, Inc., et al., Civ. No. 09-03677 (S.D.N.Y.) (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of August 30, 2012).

10.62		Memorandum Decision and Order. Bank of Montreal v. Optionable, Inc., et al., Civ. No. 09-07557 (S.D.N.Y.) (incorporated by reference to the registrant's Current Report on Form 8-K, dated as of August 30, 2012).

10.63 10.64		Securities Purchase Agreement (incorporated by reference to the registrant’s Current Report on Form 8-K, dated as of April 10, 2013). Settlement Agreement with NYMEX, dated May 22, 2014 (incorporated by reference to the registrant’s Current Report on Form 8-K, dated as of May 22, 2014).

31.1*		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

31.2*		Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act

32.1*		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

32.2*		Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

101.INS**		XBRL INSTANCE

101.SCH**		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL**		XBRL TAXONOMY EXTENSION CALCULATION

101.DEF**		XBRL TAXONOMY EXTENSION DEFINITION

101.LAB**		XBRL TAXONOMY EXTENSION LABELS

101.PRE**		XBRL TAXONOMY EXTENSION PRESENTATION

* Filed herewith

**XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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 thereunto duly authorized.

July 24, 2014
November 13, 2014
	Optionable, Inc.
	By:	/s/ Dov Rauchwerger
		Dov Rauchwerger Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Matthew Katzeff
		Matthew Katzeff Chief Financial Officer (Principal Financial Officer)

Filing Compare · Optionable Inc