-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CYL3TiG0bqLASO0EPWp3I03YOdli6pUuiJ3Ztu8XbnRxZfApoj6IGKQdwdWDnCfJ bm5eQNy0dc1l0/wCUDMkTg== 0001010412-09-000134.txt : 20090622 0001010412-09-000134.hdr.sgml : 20090622 20090622163116 ACCESSION NUMBER: 0001010412-09-000134 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090622 DATE AS OF CHANGE: 20090622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIZZARD SOFTWARE CORP /CO CENTRAL INDEX KEY: 0001074909 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870575577 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-144886 FILM NUMBER: 09903626 BUSINESS ADDRESS: STREET 1: 5001 BAUM BOULEVARD STREET 2: SUITE 770 CITY: PITTSBURGH STATE: PA ZIP: 15213 BUSINESS PHONE: 4126210902 MAIL ADDRESS: STREET 1: 5001 BAUM BOULEVARD STREET 2: SUITE 770 CITY: PITTSBURGH STATE: PA ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: BALANCED LIVING INC DATE OF NAME CHANGE: 19981208 424B3 1 supp5144886.htm SUPPLEMENT NO. 5 PROSPECTUS SUPPLEMENT NO

PROSPECTUS SUPPLEMENT NO. 5

Filed Pursuant to Rule 424(b)(3)

TO PROSPECTUS DATED SEPTEMBER 20, 2007

Registration No. 333-144886



WIZZARD SOFTWARE CORPORATION


Supplement No. 5


to


Prospectus dated September 20, 2007



This Prospectus Supplement No. 5 supplements and amends certain information contained in our Prospectus, dated September 20, 2007, as supplemented by Supplement Nos. 1 through 4 thereto, dated November 20, 2007; March 19, 2008; December 2, 2008; and March 31, 2009, respectively.  This Prospectus Supplement No. 5 should be read in conjunction with, and may not be delivered or utilized without, the Prospectus and Supplement Nos. 1 through 4.  This Prospectus Supplement No. 5 is qualified by reference to the Prospectus and Supplement Nos. 1 through 4, except to the extent that the information in this Prospectus Supplement No. 5 supersedes the information contained in the Prospectus and Supplement Nos. 1 through 4.


A new final sentence is added to the second paragraph under the heading “Selling Security Holders,” to read as follows:


“* On June 19, 2009, the holders of all of our then-outstanding Preferred Stock executed a Waiver, Amendment and Exchange Agreement by which they agreed to waive the anti-dilution provision set forth in Section 7(b) of the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock with respect to the Company’s sale of up to $5,000,000 of Common Stock in a registered direct offering pursuant to the Company’s Registration Statement No. 333-158996, provided that such issuance occurs on or before October 17, 2009.”


A new final sentence is added to the third paragraph under the heading “Selling Security Holders,” to read as follows:


“On June 19, 2009, in consideration of the above-referenced partial waiver of the anti-dilution provision of the Preferred Stock, the Company executed a Waiver, Amendment and Exchange Agreement by which it agreed to amend each of the Warrants held by the holders of all of our then-outstanding Preferred Stock to make such Warrants exercisable on a cashless basis, and to allow an immediate cashless exercise of all such Warrants such that one share of common stock will be issued for each Warrant held.”


INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO MANY RISKS, INCLUDING OUR HISTORY OF OPERATING LOSSES.  SEE SECTION ENTITLED "RISK FACTORS" ON PAGE 5 OF THE PROSPECTUS.


NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT NO. 5 OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


The date of this prospectus supplement is June 19, 2009.





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