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 20, 2006
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.)
4275 Executive Square #200, La Jolla, CA 92037
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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 20, 2006, we completed a private placement pursuant to a Subscription
Agreement which we entered into with several accredited and/or qualified
institutional investors dated as of March 17, 2006, pursuant to
which the investors subscribed to purchase an aggregate principal amount of
$700,000 in 6% secured convertible promissory notes and 1 Class A common stock
purchase warrant for each 1 share which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.
The secured convertible notes bear simple interest at 6% per annum payable upon
each conversion, June 1, 2006 and semi-annually thereafter, and mature 2 years
after the date of issuance. Each investor shall have the right to convert the
secured convertible notes after the date of issuance 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) $0.043 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 secured 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. Our obligation to repay all principal, and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated as of February 16, 2006, which
also secures the remaining principal amount of our convertible notes in the
aggregate amount of $1,115,000 which we issued on March 18, 2005 and July 13,
2005 to certain of the investors participating in this new private placement.
We issued an aggregate of 50,972,111 Class A common stock purchase warrants to
the investors, representing 1 Class A warrant issued for each 1 share which
would be issued on the closing date assuming full conversion of the secured
convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.045 per share. The exercise price of the Class A 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 secured promissory notes and
exercise of the Class A warrants no later than 45 days after the closing date
and cause it to be declared effective within 120 days after the 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 secured convertible notes
remaining unconverted and purchase price of the shares of our common stock
issued upon conversion of the notes.
We claim an exemption from the registration requirements of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investors were accredited investors
and/or qualified institutional buyers, the investors had access to information
about us and their investment, the investors took the securities for investment
and not resale, and we took appropriate measures to restrict the transfer of the
securities.
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.
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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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10.1 Subscription Agreement, dated as of March 17, 2006, by and
among One Voice Technologies, Inc. and the investors named on
the signature pages thereto.
10.2 Form of Secured Convertible Note of One Voice Technologies,
Inc.
10.3 Form of Class A Common Stock Purchase Warrant of One Voice
Technologies, Inc.
10.4 Security Agreement dated as of February 16, 2006 by and among
One Voice Technologies, Inc. and the investors named on the
signature pages thereto.
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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, 2006 /S/ DEAN WEBER
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DEAN WEBER
PRESIDENT AND CEO
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