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): MARCH 18, 2005
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.)
6333 Greenwich Drive, Suite 240, San Diego, CA 92122
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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 March 18, 2005, we held our first closing pursuant to a Subscription
Agreement we entered into with several accredited investors dated as of March
18, 2005, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $2,000,000 in 6% convertible promissory notes, and 100 Class
A and Class B common stock purchase warrants for each 100 shares which would be
issued on each closing date assuming full conversion of the convertible notes
issued on each such closing date. We issued the aforementioned securities to the
investors pursuant to Rule 506 of Regulation D as promulgated under the
Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the Act.
$1,000,000 of the purchase price was paid to us by the investors on the
initial closing date of March 18, 2005 and $1,000,000 of the purchase price will
be paid to us pursuant to the second closing, which will take place on the 5th
day after the actual effectiveness of the registration statement which we are
required to file with the Securities and Exchange Commission registering the
shares of our common stock, par value $.001 per share, issuable upon conversion
of the promissory notes and exercise of the warrants.
The convertible notes bear simple interest at 6% per annum payable upon
each conversion, June 1, 2005 and semi-annually thereafter and mature 3 years
after the date of issuance. Each investor shall have the right to convert the
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)
$0.047 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 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.
We issued an aggregate of 29,069,768 Class A common stock purchase
warrants and 29,069,768 Class B common stock purchase warrants to the investors,
representing 100 Class A and Class B warrants issued for each 100 shares which
would be issued on the each closing date assuming full conversion of the
convertible notes issued on each such closing date. The Class A warrants are
exercisable until four years from the initial closing date at an exercise price
of $0.45 per share. The Class B warrants are exercisable until four years from
the initial closing date at an exercise price of $0.06 per share. The holder of
the Class B warrants will be entitled to purchase one share of common stock upon
exercise of the Class B warrants for each share of common stock previously
purchased upon exercise of the Class A warrants. The exercise price of the Class
A and Class B 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 promissory notes and
exercise of the Class A warrants no later than 45 days after the initial closing
date and cause it to be effective within 90 days after the initial closing date.
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 notes remaining
unconverted and purchase price of the shares of our common stock issued upon
conversion of the notes. We have granted piggy-back registration rights with
respect to the shares issuable upon exercise of the Class B warrants.
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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4.1 Subscription Agreement, dated March 18, 2005, by and among One
Voice Technologies, Inc. and the investors named on the
signature pages thereto.
4.2 Form of Convertible Note of One Voice Technologies, Inc. issued
to the investors named on the signature pages thereto.
4.3 Form of Class A Common Stock Purchase Warrant of One Voice
Technologies, Inc. issued to the investors named on the
signature pages thereto.
4.4 Form of Class B Common Stock Purchase Warrant of One Voice
Technologies, Inc. issued to the investors named on the
signature pages thereto.
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: March 24, 2005 /s/ Dean Weber
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Dean Weber
President and CEO