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 18, 2008
VoIP,
Inc.
(Exact
name of registrant as specified in its charter)
(Texas)
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(000-28985)
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75-2785941
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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151
So. Wymore Rd., Suite 3000 Altamonte Springs, Suite 32714
(Address
of principal execute offices, including zip code)
(407)
389-3232
(Registrant's
telephone number, including area code)
Copies
to:
Marc
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
N/A
(Former
name or former address, if changed since last report)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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As
previously reported in a Form 8-K filed on December 21, 2007, VoIP, Inc. (the
“Company”) entered into a subscription agreement and related agreements on
December 18, 2007. Pursuant to that subscription agreement, on January 18,
2008
the Company issued and sold $660,400 in secured convertible notes (the “Lockbox
Notes”) to a number of institutional investors (the “Investors”) pursuant to a
second closing, for a purchase price of $574,261 (reflecting a 13.04% original
issue discount). $152,016 of the proceeds were used to repay existing notes
and
advances of three Investors, and $53,680 of the proceeds were used to pay
closing costs. The Investors will also be issued an aggregate of 574,260 shares
Series A preferred stock (“Preferred Stock”) with a stated value of $0.50 per
share.
Following
the close of the above described transactions, the Company had 16,116,079 shares
of its common stock issued and outstanding.
We
claim
an exemption from the registration requirements of the Act for the private
placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, these
transactions did not involve a public offering, the Investors were accredited
investors and/or qualified institutional buyers, the Investors had access to
information about us and their investment, the Investors took the securities
for
investment and not resale, and we took appropriate measures to restrict the
transfer of the securities.
The
foregoing description of the subscription agreement and related documents does
not purport to be complete and is qualified in its entirety by reference to
these agreements which are attached as exhibits to this Current Report and
are
incorporated into this Item by reference.
ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL
OBLIGATION
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See
Item
1.01 above.
ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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See
Item
1.01 above.
See
Item
1.01 above.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(c)
Exhibits
10.1 -
Form of Subscription Agreement dated December 18, 2007 (incorporated by
reference to Form 8-K filed with the SEC on December 21, 2007).
10.2
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Form of Secured Convertible Note dated December 18, 2007 (incorporated by
reference to Form 8-K filed with the SEC on December 21, 2007).
10.3
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Preferred Stock Certificate of Designations (incorporated by reference to Form
8-K filed with the SEC on December 21, 2007).
10.4
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Form of Loan (Lockbox) Agreement dated December 18, 2007 (incorporated by
reference to Form 8-K filed with the SEC on December 21, 2007).
10.5
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Form of Lockbox Escrow Agreement dated December 18, 2007 (incorporated by
reference to Form 8-K filed with the SEC on December 21, 2007).
10.6
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Form of Intercreditor, Subordination, Waiver and Amendment Agreement dated
December 18, 2007 (incorporated by reference to Form 8-K filed with the SEC
on
December 21, 2007).
10.7-
Lockup Agreement with Anthony Cataldo dated December 18, 2007 (incorporated
by
reference to Form 8-K filed with the SEC on December 21, 2007).
10.8-
Personal Guaranty by Anthony Cataldo dated December 18, 2007 (incorporated
by
reference to Form 8-K filed with the SEC on December 21, 2007).
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.
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VoIP,
INC.
(Registrant)
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Date: January
24, 2008
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By:
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/s/ Robert
Staats
Robert
Staats
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Chief
Accounting Officer
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