FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 5, 2005
VoIP, Inc.
(Exact name of registrant as specified in its charter)
Texas 000-28985 75-2785941
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
(Address of principal execute offices, including zip code)
(954) 434-2000
(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)
|_| 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 3.03 Unregistered Sale of Equity Securities
On July 5, 2005, Registrant issued and sold $2,855,381 principal amount of
Convertible Notes to five accredited investors, for a purchase price of
$2,483,346 (after a 13.043% original issue discount) in a private placement
pursuant to Rule 506 of SEC Regulation D. Total net proceeds of $1,155,166 were
advanced to Registrant at closing, and a second advance of approximately
$1,200,000 will made following the effectiveness of a resale registration
statement covering all underlying shares. The investors also received five-year
warrants to purchase a total of 892,448 shares for an exercise price of $1.37612
per share, and one-year warrants to purchase 892,448 shares for an exercise
price of $1.60 per share.
The Convertible Notes are secured by the assets of Registrant, bear
interest at 8%, are payable over two years beginning 90 days after closing in
cash or at the option of the Registrant in common stock at the lesser of $0.80
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 $0.80 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.
ITEM 9.01 Financial Statements and Exhibits
10.1 - Subscription Agreement
10.2 - Form of Class C Warrant
10.3 - Form of Class D Warrant
10.4 - Form of Convertible Note
10.5 - Security Agreement
10.6 - Security and Pledge Agreement
10.7 - Guaranty
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 hereunto duly authorized.
Date: July 8, 2005 VoIP, INC.
(Registrant)
By:/s/ Steven Ivester
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Steven Ivester
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit #
10.1 - Subscription Agreement
10.2 - Form of Class C Warrant
10.3 - Form of Class D Warrant
10.4 - Form of Convertible Note
10.5 - Security Agreement
10.6 - Security and Pledge Agreement
10.7 - Guaranty