Voxware 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 26, 2009
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2009, Voxware, Inc., a Delaware corporation (the Company), entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with Co-Investment Fund II, L.P. (a Cross Atlantic Technology Fund entity) and Edison Venture Fund V, L.P., pursuant to which the Company will issue and sell an aggregate of 1,428,571 shares (the Shares) of the Companys common stock, $0.001 par value per share (the Common Stock), at a purchase price of $1.75 per share, and warrants to purchase up to 142,857 shares (the Warrant Shares) of Common Stock, which will not be exercisable until six (6) months after the date of issuance and shall expire three (3) years from the date of issuance, at an exercise price of $2.50 per share (the Warrant).
Under the terms of the Securities Purchase Agreement, Edison Venture Fund V, L.P. will purchase 285,714 shares of Common Stock and warrants to purchase 28,571 shares of Common stock and Co-Investment Fund II, L.P. will purchase 1,142,857 shares of Common Stock and warrants to purchase 114,286 shares of Common Stock. Subject to customary closing conditions, the private placement is expected to close on or about June 30, 2009. The Company will receive gross proceeds equal to $2,500,000.
The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
A complete copy of each of the Securities Purchase Agreement, including the form of Warrant, will be filed as exhibits to the Form 8-K to be filed after closing of the financing. The foregoing descriptions of: the Securities Purchase Agreement and Warrant, and any other documents or filings referenced herein are qualified in their entirety by reference to such exhibits, documents or filings.
Extension of Credit Facility
On June 26, 2009 the Company entered into the Sixth Loan Modification Agreement (the SLMA) with Silicon Valley Bank (SVB), effective as of June 1, 2009, that amended the Companys existing credit facility, including its $1,500,000 revolving line of credit (the Revolving Line), and $1,500,000 Non-Formula Term Loan. Pursuant to the SLMA, the maturity date for the Revolving Line has been extended by 60 days from May 31, 2009 to July 31, 2009. In connection with this extension, the Company agreed to pay SVB an extension and modification fee equal to $2,000. Consistent with the existing credit facility, Verbex Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of the Company, continues to be obligated to SVB under an existing guaranty and security agreement in favor of SVB.
A complete copy of the SLMA will be filled as an exhibit to the Companys Annual Report on Form 10-K, for the year ended June 30, 2009. The foregoing description of the SLMA, and any other documents or filings referenced herein are qualified in their entirety by reference to such exhibit, document or filings.
Item 9.01. Financial Statements and Exhibits.
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.