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): DECEMBER 23, 2004
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 December 23, 2004, we held our second closing pursuant to a
Subscription Agreement with Alpha Capital Aktiengesellschaft, Stonestreet
Limited Partnership, Ellis International Ltd., and Momona Capital Corp. (the
"Investors") dated October 28, 2004 pursuant to which the Investors purchased an
aggregate principal amount of $1,490,000 in 7% convertible promissory notes, and
100 Class A and Class B share 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. The aforementioned securities were issued to
the Investors by us 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.
$596,000 of the purchase price was paid to us by the Investors on the
initial closing date of October 28, 2004 and $894,000 of the purchase price was
paid to us pursuant to the second closing on December 23, 2004.
The convertible notes bear simple interest at 7% per annum payable upon
each conversion, January 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) $.074 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 Class A warrants to purchase an aggregate of 22,203,622
shares of common stock and Class B warrants to purchase an aggregate of
22,203,622 shares of common stock to the Investors, representing 100 Class A and
Class B warrants issued for each 100 shares which would be issued on the second
closing date assuming full conversion of the convertible notes issued on each
such closing date. The warrants are exercisable until five years from the second
closing date at an exercise price of $0.07 per share. The exercise price of the
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.
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 October 28, 2004, by and among One Voice
Technologies, Inc., Alpha Capital Aktiengesellschaft, Stonestreet
Limited Partnership, Ellis International Ltd., and Momona Capital Corp.
(incorporated by reference to Form 8-K filed on November 10, 2004).
4.2 Fund Escrow Agreement, dated October 28, 2004, by and among One Voice
Technologies, Inc., Alpha Capital Aktiengesellschaft, Stonestreet
Limited Partnership, Ellis International Ltd., Momona Capital Corp.,
and Grushko & Mittman, P.C. (incorporated by reference to Form 8-K
filed on November 10, 2004).
4.3 Form of Convertible Note issued to Alpha Capital Aktiengesellschaft,
Stonestreet Limited Partnership, Ellis International Ltd., and Momona
Capital Corp. (incorporated by reference to Form 8-K filed on November
10, 2004).
4.4 Form of Class A Share Purchase Warrant issued to Alpha Capital
Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
International Ltd., and Momona Capital Corp. (incorporated by reference
to Form 8-K filed on November 10, 2004).
4.5 Form of Class B Share Purchase Warrant issued to Alpha Capital
Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
International Ltd., and Momona Capital Corp. (incorporated by reference
to Form 8-K filed on November 10, 2004).
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: December 29, 2004 /s/ Dean Weber
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Dean Weber
President and CEO