UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): AUGUST 28, 2006
ONE VOICE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-27589 95-4714338
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4275 Executive Square #200, La Jolla, CA 92037
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (858) 552-4466
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 28, 2006, we entered into a Subscription Agreement with
several accredited and/or qualified institutional investors pursuant to which
the investors subscribed to purchase an aggregate principal amount of $510,000
in 6% secured convertible promissory notes and 1 Class A common stock purchase
warrant for each 1share which would be issued on the closing date assuming full
conversion of the secured convertible notes issued on the closing date. We
received gross proceeds of $310,000 on August 29, 2006 and will receive the
remaining $200,000 on or prior to September 7, 2006.
The secured convertible notes bear simple interest at 6% per annum
payable upon each conversion, September 1, 2006 and semi-annually thereafter,
and mature 2 years after the date of issuance. Each investor shall have the
right to convert the secured convertible notes after the date of issuance and at
any time, until paid in full, at the election of the investor into fully paid
and nonassessable shares of our common stock. The conversion price per share
shall be the lower of (i) $0.015 or (ii) 80% of the average of the three lowest
closing bid prices for our common stock for the 30 trading days prior to, but
not including, the conversion date as reported by Bloomberg, L.P. on any
principal market or exchange where our common stock is listed or traded. The
conversion price is adjustable in the event of any stock split or reverse stock
split, stock dividend, reclassification of common stock, recapitalization,
merger or consolidation. In addition, the conversion price of the secured
convertible notes will be adjusted in the event that we spin off or otherwise
divest ourselves of a material part of our business or operations or dispose all
or a portion of our assets. Our obligation to repay all principal, and accrued
and unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated as of February 16, 2006, which
also secures the remaining principal amount of our convertible notes in the
aggregate amount of $2,374,000 which we issued on March 18, 2005, July 13, 2005,
March 20, 2006, May 5, 2006 and July 6, 2006 to certain of the investors
participating in this new private placement.
We issued an aggregate of 52,040,816 Class A common stock purchase
warrants to the investors, representing 1 Class A warrant issued for each 1
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets.
We are obligated to file a registration statement registering the
shares of our common stock issuable upon conversion of the secured promissory
notes and exercise of the Class A warrants no later than 10 days after the
closing date and cause it to be effective on or prior to November 3, 2006. If we
do not meet the aforementioned filing and effectiveness deadlines, we shall pay
to each investor an amount equal to 1% for the first 30 days or part thereof of
the pendency of such non-registration event and 2% for each 30 days or part
thereof thereafter, of the purchase price of the secured convertible notes
remaining unconverted and purchase price of the shares of our common stock
issued upon conversion of the notes.
Further, on August 28, 2006 we entered into a letter agreement with the
investors of our July 2006 Subscription Agreement under which the parties agreed
to extend the date we are required to file the registration statement to
September 8, 2006 in order to permit the registration of the shares underlying
our secured convertible notes issued pursuant to the Subscription Agreement.
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, the
transaction 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.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01 above.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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10.1 Subscription Agreement by and among One Voice Technologies, Inc.
and the investors named on the signature pages thereto.
10.2 Form of Secured Convertible Note of One Voice Technologies, Inc.
10.3 Form of Class A Common Stock Purchase Warrant of One Voice
Technologies, Inc.
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.
ONE VOICE TECHNOLOGIES, INC.
DATE: SEPTEMBER 1, 2006 /S/ DEAN WEBER
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DEAN WEBER
PRESIDENT AND CEO