SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 8, 2005
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Date of Report
(Date of Earliest Event Reported)
WIZZARD SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 333-69415 87-0575577
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(State or other juris- (Commission File No.) (IRS Employee
diction of incorporation) I.D. No.)
5001 Baum Boulevard
Pittsburgh, Pennsylvania 15213
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(Address of Principal Executive Offices)
(412) 621-0902
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Registrant's Telephone Number
Item 1.01. Entry into a Material Definitive Agreement.
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On February 8, 2005, Wizzard Software Corporation, a Colorado corporation
(the "Company"), closed a Subscription Agreement by which three institutional
investors (collectively, the "Subscribers") purchased:
* promissory notes having a total principal amount of $1,400,000,
convertible into shares of the Company's common stock at a price of
$1.50 per share, and bearing an annual interest rate of five percent;
* Class A Warrants to purchase a total of 466,667 shares of common stock
at a price of $2.50 per share, exercisable for three years; and
* Class B Warrants to purchase a total of 933,334 shares of common stock
at a price of $1.50 per share, exercisable until 150 days after the
effective date of the Registration Statement described below.
As of the closing date of this transaction, none of the promissory notes
had been converted and none of the warrants had been exercised; a total of
26,094,228 shares of the Company's common stock were issued and outstanding.
Not later than 45 days after the closing date of the Subscription
Agreement, the Company is required to file a Registration Statement
registering all shares issuable upon conversion of the promissory notes and
the warrants. The Registration Statement must be declared effective not later
than 120 days after the closing date. For every 30 day period that either of
these deadlines have not been met, the Company is to pay to the subscribers
liquidated damages equal to two percent of the purchase price of the
promissory notes remaining unconverted and the purchase price of the shares
issued upon conversion of the notes.
The Company is in the process of preparing a Registration Statement on
Form SB-2 to comply with its registration obligations under the Subscription
Agreement. The Company believes that it will be able to meet the deadlines
with respect to the filing date and the effective date, but it can not provide
any assurance in this regard. If the Company were to default on any of its
registration obligations, the proceeds available to it under the Subscription
Agreement could be substantially reduced.
Item 2.03. Creation of a Direct Financial Obligation.
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See Item 1.01 of this Current Report.
Item 9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Subscription Agreement
10.2 Convertible Note in the principal amount of $800,000
10.3 Convertible Note in the principal amount of $200,000
10.4 Convertible Note in the principal amount of $400,000
10.5 Funds Escrow Agreement
10.6 Class A Common Stock Purchase Warrant No. 2005-A-001
10.7 Class A Common Stock Purchase Warrant No. 2005-A-002
10.8 Class A Common Stock Purchase Warrant No. 2005-A-003
10.9 Class B Common Stock Purchase Warrant No. 2005-B-001
10.10 Class B Common Stock Purchase Warrant No. 2005-B-002
10.11 Class B Common Stock Purchase Warrant No. 2005-B-003
Incorporated by Reference.
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None; not applicable.
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.
WIZZARD SOFTWARE CORPORATION
Date: 2-9-05 By /s/ Christopher J. Spencer
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Christopher J. Spencer, CEO and President