- Current report filing (8-K)
November 24 2009 - 1:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section13 or15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported event):
November 13, 2009
iVoice,
Inc.
(Exact
name of registrant as specified in its chapter)
New
Jersey
|
000-29341
51-0471976
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(State
of organization)
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(Commission (I.R.S.
Employer File Number) Identification
No.)
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750 Highway 34,
Matawan, NJ
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07747
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(732)
441-7700
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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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Section
1 - Registrant's Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
November 13, 2009, iVoice, Inc. (“Company”) entered into a Settlement Agreement
dated November 12, 2009 with YA Global Investments, L.P., formerly known as
Cornell Capital Partners, LP (“YA Global”) whereby:
(i)
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The
Company paid YA Global a cash payment of Five Hundred Thousand Dollars
($500,000).
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(ii)
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The
Secured Convertible Debenture dated May 26, 2006 was amended and restated
in the form of the non-interest bearing Amended and Restated Secured
Convertible Debenture dated November 12, 2009 with an expiration date of
May 25, 2014 and a principal balance of
$671,600.
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(iii)
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The
Company and YA Global amended the Security Agreement dated May 26, 2006,
as amended by entering into Amendment No. 2 to Amended and Restated
Security Agreement.
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In
exchange for entering into the documents listed above, the Company was able to
extinguish all other obligations owed to YA Global including disputed interest
on other debentures previously paid-off, termination of various warrants, and
reduction of the collateral securing the remaining debenture from all of the
assets of the Company to only the $370,000 Secured Convertible Debenture issued
by Thomas Pharmaceuticals, Ltd. and held by iVoice,
Inc. Additionally, the Company and YA Global executed a general
release through the date of the Settlement Agreement.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
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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iVoice, Inc,
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Date:
November 24, 2009
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By:
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/s/ Jerome R.
Mahoney
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Jerome
R. Mahoney
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President,
Secretary and Chief Executive Officer
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INDEX
OF EXHIBITS