FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2005
VoIP, Inc.
-------------------------------
(Exact Name of Registrant as Specified in Charter)
Texas 000-28985 75-2785941
---------------------------- ------------ -------------------
(State of Incorporation) (Commission (IRS Employer
File No.) Identification No.)
12330 SW 53rd Street, Suite 712, Ft. Lauderdale, Florida 33330
--------------------------------------------------------------
(Address of principal executive 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(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 3.03 Unregistered Sale of Securities
-------------------------------
On November 16, 2005, Registrant issued Class C Warrants to purchase
850,000 shares of Common Stock at an exercise price of $1.60 per share to
Cross Country Capital Partners, L.P. Such Warrants were issued pursuant to
an amendment (the "Amendment") to a Subscription Agreement dated
August 26, 2005 (the "Agreement"), as consideration for waiving a default
in the filing of a registration statement to register the shares issued
under the Agreement. In addition, on the same date Cross Country Capital
Partners, L.P. purchased 2,250,000 shares of Common Stock from Steven
Ivester, the Company's founder, for cash of $2,000,000 payable $1,200,000
at signing and $800,000 on December 20, 2005. Mr. Ivester has agreed to loan
the proceeds of such sale to the Company for a period until its next
financing of more than $5 million or 12 months, plus 3.75% annual interest.
Under the Amendment, the Shares and Warrant Shares issued under the Agreement,
the shares issued upon the exercise of the Class C Warrants issued pursuant
to the Amendment, and the shares purchased from Mr. Ivester will be
registered under a resale Registration Statement to be filed on or before
January 17, 2006.
Copies of the transaction documents are filed as exhibits.
ITEM 9.01 Financial Statements and Exhibits
---------------------------------
10.1 - Amendment Subscription Agreement
10.2 - Class C Warrant
10.3 - Stock Purchase Agreement with Steven Ivester
10.4 - Promissory Note to Steven Ivester
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: November 22, 2005 VoIP, INC.
(Registrant)
By: /s/ DAVID W. SASNETT
---------------------------------
David W. Sasnett
Chief Financial Officer
EXHIBIT INDEX
Exhibit #
10.1 - Amendment Subscription Agreement
10.2 - Class C Warrant
10.3 - Stock Purchase Agreement with Steven Ivester
10.4 - Promissory Note to Steven Ivester