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): January 6, 2006
VoIP, Inc.
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(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
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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 3.01 Entry into a Material Definitive Agreement
See Item 3.03.
ITEM 3.03 Unregistered Sale of Equity Securities
On January 6, 2006, Registrant issued and sold $8,227,249.40 principal
amount of Convertible Notes to nine accredited investors, for a net purchase
price of $7,230,000 (after a 12.121% original issue discount) in a private
placement pursuant to Rule 506 of SEC Regulation D. Total net proceeds of
approximately $7,230,000 were paid to Registrant at closing. The investors also
received five-year warrants to purchase a total of 3,121,111 shares for an
exercise price of $1.45889 per share, and one-year warrants to purchase
3,121,111 shares for an exercise price of $1.5915 per share.
$4,585,867 of 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 to 180 days after closing in cash or at the option of the
Registrant in 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 number of shares of the Registrant's common stock-outstanding on
January 6, 2005 was 61,736,458.
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 for Secured Notes
10.2 - Subscription Agreement for Unsecured Notes
10.3 - Form of Class A Warrant
10.4 - Form of Class B Warrant
10.5 - Form of Secured Convertible Note
10.6 - Form of Unsecured Convertible Note
10.7 - Security Agreement
10.8 - Security and Pledge Agreement
10.9 - Guaranty Agreement
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: January 12, 2006 VoIP, INC.
(Registrant)
By:/s/ B. Michael Adler
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D. Michael Adler
Chief Financial Officer
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EXHIBIT INDEX
Exhibit #
10.1 - Subscription Agreement for Secured Notes
10.2 - Subscription Agreement for Unsecured Notes
10.3 - Form of Class A Warrant
10.4 - Form of Class B Warrant
10.5 - Form of Secured Convertible Note
10.6 - Form of Unsecured Convertible Note
10.7 - Security Agreement
10.8 - Security and Pledge Agreement
10.9 - Guaranty
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