PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3)
TO PROSPECTUS DATED AUGUST 23, 2005 Registration No. 333-114791
WIZZARD SOFTWARE CORPORATION
Supplement No. 3
to
Prospectus Dated August 23, 2005
This Prospectus Supplement No. 3 supplements and amends certain
information contained in our Prospectus, dated August 23, 2005, and our
Prospectus Supplement No. 1, dated June 14, 2006, and our Prospectus
Supplement No. 2, dated October 26, 2006. This Prospectus Supplement
No. 3 should be read in conjunction with, and may not be delivered or utilized
without, the Prospectus and Prospectus Supplement Nos. 1 and 2. This
Prospectus Supplement No. 3 is qualified by reference to the Prospectus and
Prospectus Supplement Nos. 1 and 2, except to the extent that the information
in this Prospectus Supplement No. 3 supercedes the information contained in
the Prospectus and Prospectus Supplement Nos. 1 and 2.
The information beginning "Use of Proceeds" on page 3 of the Prospectus
is hereby amended to read as follows:
Use of proceeds . . . . . . . . We will not receive any money from the selling
stockholders when they sell shares of our
common stock; however, we may receive up to
$253,996.25 from the exercise of outstanding
warrants to acquire shares underlying warrants
that are being registered. As of the date of
this prospectus, the selling stockholders have
exercised and resold a total of 620,977 shares
out of the 824,174 shares underlying warrants
that were registered with the Securities and
Exchange Commission in May, 2004.
The disclosure under the caption "Use of Proceeds" on page 14 of the
Prospectus is hereby amended to read as follows:
USE OF PROCEEDS
---------------
We will not receive any part of the proceeds from sale of our common
stock. However, we will receive $253,996.25 if all of the currently
outstanding warrants are exercised. As of the date of this prospectus,
620,977 of the 824,174 warrants granted to the selling stockholders and that
were registered with the Securities and Exchange Commission on our
registration statement on Form SB-2 in May, 2004, had been exercised. Our
warrants, of which are currently outstanding, are exercisable at a
price of $1.25 per share. As of March 6, 2007, the bid price of our common
stock was $3.15 per share. For a detailed description of our outstanding
warrants, see the Warrant Table under the caption "Description of Securities."
The disclosure under the subheading Warrant Table on page 27 of the
Prospectus is hereby amended to read as follows:
Warrants.
- ---------
Warrant Table
-------------
The following is a description of our outstanding warrants:
Per Share
Date of Number of Exercise
Holders Grant Term Shares Price
- ------- ----- ---- ------ -----
Alpha Capital 5/19/04 3 years 203,197 $1.25
Aktiengesellschaft
Alpha Capital 2/8/05 (1) 293,333 $1.36
Aktiengesellschaft
Genesis Microcap 2/8/05 (1) 73,333 $1.36
Inc.
Alpha Capital 12/14/05 (2) 89,955 $3.41
Aktiengesellschaft
Genesis Microcap 12/14/05 (2) 22,488 $3.41
Inc.
Whalehaven Capital 12/14/05 (2) 44,977 $3.41
Fund Ltd.
Alpha Capital 5/9/06 (3) 293,333 $2.27
Aktiengesellschaft
Genesis Microcap 5/9/06 (3) 73,333 $2.27
Inc.
Whalehaven Capital 5/9/06 (3) 146,667 $2.27
Fund Ltd.
Alpha Capital 11/3/06 (4) 275,000 $2.50
Anstalt
Genesis Microcap 11/3/06 (4) 131,250 $2.50
Inc.
Whalehaven Capital 11/3/06 (4) 187,500 $2.50
Fund Ltd.
Alpha Capital 11/3/06 (5) 550,000 $2.00
Anstalt
Genesis Microcap 11/3/06 (5) 262,500 $2.00
Inc.
Whalehaven Capital 11/3/06 (5) 375,000 $2.00
Fund Ltd.
(1) These warrants have been extended to 5:00 p.m. EST on June 14,
2007.
(2) These warrants are exercisable until 5:00 p.m. EST on June 14,
2007.
(3) These warrants are exercisable until 5:00 p.m. EST on May 9,
2009.
(4) These warrants are exercisable until 5:00 p.m. EST on November
3, 2009.
(5) These warrants are exercisable until 5:00 p.m. EST on the 180th
day following effectiveness of the registration statement by
which the shares underlying the warrants are to be registered
with the Securities and Exchange Commission.
INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR
ENTIRE INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND
SUBJECT TO MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS
A GOING CONCERN AND OUR HISTORY OF OPERATING LOSSES. SEE SECTION ENTITLED
"RISK FACTORS" ON PAGE 4 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT NO. 3 OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is March 7, 2007.