FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 or 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 2, 2006
VoIP, Inc.
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(Exact Name of Registrant as Specified in Charter)
Texas 000-28985 75-2785941
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(State of Incorporation) (Commission (IRS Employer
File No.) Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
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(Address of principal executive offices, including zip code)
(954) 434-2000
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(Registrant's telephone number, including area code)
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):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
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See Item 3.02.
ITEM 3.02 Unregistered Sale of Equity Securities
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On February 2, 2006, Registrant issued and sold $2,987,072
principal amount of convertible notes to eight accredited
investors, for a net purchase price of $ (after a 12.121%
original issue discount) in a private placement pursuant to
Rule 506 of SEC Regulation D. Total net proceeds of
approximately $2,450,000 were paid to Registrant at closing. The
investors also received five-year warrants to purchase a total of
1,133,186 shares for a price of $1.45889 per share, and one-year
warrants to purchase 1,133,186 shares for a price of $1.5915 per
share.
The convertible notes are secured by a subordinated lien in
the assets of Registrant, and all bear interest at 8%, are
payable over two years beginning 90 days after closing in cash or
at the option of the Registrant in registered common stock at the
lesser of $1.40 per share or 85% of the weighted average price of
the stock on the OTCBB. The holders may at their election
convert all or part of the notes into shares of common stock at
the conversion rate of $1.318 per share.
The Registrant has agreed to file a registration statement
covering the resale of all shares of common stock that may be
issuable upon payment of notes, conversion of notes and exercise
of warrants. Copies of all transaction documents are filed as
exhibits.
The transaction was a follow-on investment with
substantially the same group of investors and on the same terms
as the round of financing closed on January 6, 2006. The forms of
documents used are the same as those set forth in the
Registrant's Form 8-K filed January 12, 2006.
ITEM 9.01 Financial Statements and Exhibits
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10.1 - Subscription Agreement for Secured Notes
10.2 - Subscription Agreement for Unsecured Notes (1)
10.3 - Form of Class A Warrant (1)
10.4 - Form of Class B Warrant (1)
10.5 - Form of Secured Convertible Note (1)
10.6 - Form of Unsecured Convertible Note (1)
10.7 - Security Agreement (1)
10.8 - Security and Pledge Agreement (1)
10.9 - Guaranty Agreement (1)
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(1) - Incorporated by reference to the same documents
attached as Exhibits to Form 8-K dated
January 6, 2006.
SIGNATURE(S)
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.
Date: February 8, 2006 VoIP, INC.
(Registrant)
By: /s/ B. MICHAEL ADLER
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B. Michael Adler
Chief Executive Officer
EXHIBIT INDEX
Exhibit
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10.1 - Subscription Agreement for Secured Notes
10.2 - Subscription Agreement for Unsecured Notes (1)
10.3 - Form of Class A Warrant (1)
10.4 - Form of Class B Warrant (1)
10.5 - Form of Secured Convertible Note (1)
10.6 - Form of Unsecured Convertible Note (1)
10.7 - Security Agreement (1)
10.8 - Security and Pledge Agreement (1)
10.9 - Guaranty Agreement (1)
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(1) - Incorporated by reference to the same documents
attached as Exhibits to Form 8-K dated
January 6, 2006