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 11, 2004
VoIP, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-28985 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
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(Address of principal execute 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)
[_] 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
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On November 11, 2004, Registrant issued and sold 1,937,500 shares of
common stock, for a purchase price of $0.80 per share, to four accredited
investors in a private placement pursuant to Rule 506 of SEC Regulation D, for
aggregate proceeds of $1,550,000 (net proceeds of approximately $1,400,000 to
Registrant). The investors also received five-year warrants to purchase a total
of 589,250 shares for an exercise price of $1.75 per share, and thirty-day
warrants to purchase 968,750 shares for an exercise price of $1.20 per share.
On November 12, 2004, Registrant issued a press release announcing the
financing and also its financial results for its third fiscal 2003 quarter ended
September 30, 2004. Such results are more fully described in Registrant's Form
10QSB filed previously to this Report. A copy of this press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On November 17, 2004, Registrant issued and sold 312,500 shares of
common stock, for a purchase price of $0.80 per share, to one additional
accredited investor in a private placement pursuant to Rule 506 of SEC
Regulation D, for aggregate proceeds of $250,000 (net proceeds of approximately
$225,000 to Registrant). The investor also received five-year warrants to
purchase a total of 75,000 shares for an exercise price of $1.75 per share, and
thirty-day warrants to purchase 125,000 shares for an exercise price of $1.20
per share.
Exhibit 99.1 hereto is being furnished, and shall not be deemed to be
"filed," with the SEC. The information in Exhibit 99.1 shall not be incorporated
by reference into any filing of the Registrant with the SEC, whether made before
or after the date hereof, regardless of any general incorporation language in
such filings.
ITEM 9.01 Financial Statements and Exhibits
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10.1.1 - Subscription Agreement
10.1.2 - Form of Class A Warrant
10.1.3 - Form of Class B Warrant
99.1 - Press Release
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: November 17 , 2004 VoIP, INC.
(Registrant)
By: /s/ Steven Ivester
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Steven Ivester
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit #
10.1.1 - Subscription Agreement
10.1.2 - Form of Class A Warrant
10.1.3 - Form of Class B Warrant
99.1 Press Release of VoIP, Inc. dated November 12 , 2004