UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

Page 1 of 9 Pages

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D is being filed on behalf of the undersigned as an amendment to the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 12, 2010, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on April 2, 2012 (as amended, the “Schedule 13D”), relating to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Dialogic Inc., a Delaware corporation (the “Issuer”). Terms defined in the Schedule 13D are used herein as so defined.

The information in Item 4 is hereby amended and supplemented as follows:

On April 11, 2012, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors (the “Investors”), including the Funds, pursuant to which the Issuer issued and sold $39,529,714.18 aggregate principal amount of convertible promissory notes (the “Notes”) and one share of the Issuer’s Series D-1 Preferred Stock, par value $0.001 per share (the “Series D-1 Preferred Stock”), to the Investors in a private placement (the “Private Placement”).

The Notes

The Funds purchased $34,458,273.35 aggregate principal amount of Notes in exchange for (a) the cancellation of $32,958,273.35 in outstanding principal under the Amended Term Loan Agreement, $2,958,373.35 of which represents accrued but unpaid interest that was capitalized under the Amended Term Loan Agreement on March 22, 2012 (the “Interest Amount”), and (b) a prepayment premium of $1,500,000 triggered by the cancellation of the outstanding debt described above. In addition the Funds purchased $436,408.82 of Notes, in exchange for the cancellation of other long term debt they held. The Purchase Agreement and the Notes are described further in Item 6 below.

Series D-1 Preferred Stock

On April 11, 2012, the Issuer filed a certificate of designation (the “Certificate”) for the Issuer’s Series D-1 Preferred Stock with the Secretary of State of the State of Delaware. The Series D-1 Preferred Stock was issued and sold to TOP V.

The Certificate authorizes one share of Series D-1 Preferred Stock, which, except as set forth below, is non-voting and is not convertible into other shares of the Issuer’s capital stock. However, following stockholder approval of the Private Placement, if it occurs, the holder of the Series D-1 Preferred Stock (the “Holder”) has the right to designate certain members of the Board of Directors of the Issuer (the “Board”) as follows:

At any time when the Holder has the right to designate two or more directors, one such director will be the chairman of the Board.

The Certificate further provides that the Issuer must obtain the Holder’s consent to, among other things, (a) take any action that alters or changes the rights, preferences or privileges of the Series D-1 Preferred Stock; (b) convert the Issuer into any other organizational form; (c) change the size of the Board; (d) appoint or remove the chairman of the Board; or (e) establish, remove or change the authority of any committee of the Board or appoint or remove members thereof.

The Holder is not entitled to any dividends from the Issuer. However, upon any liquidation, dissolution or winding up of the Issuer, excluding the sale of all or substantially all of the assets or capital stock of the Issuer and the merger or consolidation of the Issuer into or with any other entity or the merger or consolidation of any other entity into or with the Issuer (a “Liquidation Event”), the Holder is entitled to a liquidation preference, prior to any distribution of the Issuer’s assets to the holders of Common Stock, in an amount equal to $100.00 payable in cash. After payment to the Holder of the full preferential amount, the Holder will have no further right or claim to the Issuer’s remaining assets.

The Series D-1 Preferred Stock is redeemable for $100.00 (a) at the written election of the Holder, or (b) at the election of the Issuer at any time after the earlier to occur of the following: (i) the Holder (together with its affiliates) beneficially owns in the aggregate less than three percent of the Fully Diluted Common Stock at any time following the stockholder approval of the Private Placement, if it occurs, or (ii) a Liquidation Event.

Upon stockholder approval of the Private Placement and the resulting conversion of the Notes, if it occurs, the Reporting Person will beneficially own approximately 62% of the outstanding Common Stock (assuming conversion of (a) the Notes at the current conversion price and (b) the Warrants). In addition, it will have the right to designate four members of the Board under the terms of the Certificate.

In connection with the Private Placement, on April 11, 2012, Ming Him Chan, a principal of the Reporting Person, was elected by the Board to serve as a member of the Board. In addition, Mr. Chan, Rajneesh Vig, a partner of the Reporting Person, Dion Joannou and Nick DeRoma have agreed to be the designees of the Reporting Person upon stockholder approval, if it occurs, pursuant to the terms of the Certificate.

The information in Item 6 is hereby amended and supplemented as follows:

The Notes

The Notes bear interest at the rate of 1% per annum, compounded annually, and are convertible into shares of Common Stock. The conversion price of the Notes is generally $1.00 per share, provided that the Notes issued to the Funds in exchange for the cancellation of the Interest Amount have a conversion price of $0.87 per share, in each case as adjusted for any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination or other similar transaction. Under the terms of the Notes, the principal and all accrued but unpaid interest will automatically convert into shares of Common Stock upon stockholder approval of the Private Placement.

The Notes are subordinated to the Issuer’s outstanding loans under the Amended Term Loan Agreement and that certain credit agreement, dated as of March 5, 2008, as amended (the “Revolving Credit Agreement”) with Wells Fargo Foothill ULC, as administrative agent and lender (the “Revolving Credit Lender”). The Issuer may not prepay the Notes prior to June 30, 2012 without the consent of the Term Lenders and Revolving Credit Lender.

Purchase Agreement

Pursuant to the Purchase Agreement, the Issuer has agreed to call a meeting of its stockholders by June 30, 2012 to approve the Private Placement. If stockholder approval and the resulting conversion of the Notes do not occur by June 30, 2012, the outstanding principal amount and all accrued and unpaid interest under the Notes shall become due and payable on such date; however, amounts due under the Notes cannot be repaid before amounts outstanding under the Amended Term Loan Agreement and the Revolving Credit Agreement.

The Purchase Agreement contains customary representations, warranties, covenants and closing conditions by, among and for the benefit of the parties thereto. The Purchase Agreement also provides for indemnification of the Investors in the event that any Investor incurs losses, liabilities, costs and expenses related to a breach of the representations and warranties by the Issuer under the Purchase Agreement or the other transaction documents or any action instituted against an Investor or its affiliates due to the transactions contemplated by the Purchase Agreement or other transaction documents, subject to certain limitations.

Amended Term Loan Agreement

In connection with the Private Placement, Former Dialogic, the Issuer and certain of its subsidiaries entered into a First Amendment to the Amended Term Loan Agreement (the “First Amendment”). Pursuant to the First Amendment, the Amended Term Loan Agreement was amended to permit the conversion of $32,958,373.35 of outstanding debt under the Amended Term Loan Agreement in exchange for the Notes as described above, subject to payment of a prepayment premium of $1.5 million, which the Issuer also paid through the issuance of Notes.

Registration Rights Agreement

In connection with the Private Placement, the Issuer entered into a Registration Rights Agreement with the Investors, dated April 11, 2012 (the “Registration Rights Agreement”), pursuant to which it agreed to file one or more registration statements registering for resale the shares of Common Stock issuable upon conversion of the Notes within 90 days.

The foregoing descriptions of the Certificate, the Registration Rights Agreement, the Purchase Agreement, the Notes and the First Amendment are not complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10 through 14, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 7 is hereby amended and supplemented by the addition of the following:

SIGNATURE

After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX