FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
SECURITIES EXCHANGE ACT OF 1934
Date of Report February 5, 2008
On February 5, 2008 VoIP, Inc. (the “Company”) decided to reorganize its operations to focus primarily on business opportunities associated with its patented technology including “click-to-call” and “pay-per-click” applications. Associated with that decision, on
February 5, 2008 the Company suspended all of its telecommunications network operations including all current revenue generating operations. The Company also reduced its workforce by 25 persons, eliminating most of its network operations and software engineering staff. The Company is currently entertaining offers on the sale of its network, and has not yet evaluated the potential financial statement impact of related impairments of its tangible and intangible assets. However, a material noncash asset impairment charge ranging up to $23.9 million to the Company’s consolidated 2007 results of operations is likely.
Since November 1, 2007 the Company has converted $181,215 of its convertible notes and related interest into 3,716,623 shares of its common stock. In addition, $57,694 notes and interest are currently in process of conversion into 5,106,951 additional common shares. A number of the Company’s existing financing agreements contain “favored nations” pricing provisions such that for future securities offerings by the Company at a price per share less than the contractual common stock or preferred stock conversion or warrant exercise rates, those investors' conversion or exercise rates would be adjusted to the lower offering price. As a result of these recent transactions, the Company’s convertible notes, convertible preferred shares, and warrants with favored nations provisions are now convertible or exercisable into shares of the Company's common stock at the rate of the lesser of: (a) $0.0095 per share; or (b) 70% of the Company’s average of the three lowest closing bid prices of its common stock for the 10 days prior to the date an investor converts or exercises. As a result of these transactions, the Company’s outstanding and
fully diluted common shares currently equals approximately 17.9 million (exclusive of the 5,106,951 conversion shares in process referenced above) and
4.4 billion shares, respectively. The issuance of the common stock is subject to the Company’s obtaining shareholder approval to authorize either an increase of the number of its authorized shares of common stock, or a reverse split of its common shares, to enable the Company to issue the shares of common stock upon conversion by the investors. The Company incorporates by reference its Form 10-Q filed on November 14, 2007 concerning the price ratchet effect on the derivative securities previously issued that have “favored nations” provisions.
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