8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20509

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 8, 2010

Date of Report

(Date of Earliest Event Reported)

WIZZARD SOFTWARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

COLORADO	87-0609860
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5001 Baum Boulevard

Pittsburgh, Pennsylvania 15213

(Address of Principal Executive Offices)

(412) 621-0902

Registrant's Telephone Number

N/A

Former name or former address, if changed since last report

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:

     [ ] 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.

(i)

On April 8, 2010, the Company executed an Extension and Waiver Agreement with Mill City Ventures, LP, and Isle Capital, LLC (collectively, the “Note Holders”), by which the Company extended the maturity date of the Secured Notes held by the Note Holders from November 1, 2010, to April 1, 2011.  Each of the Note Holders waived all rights of first refusal and participation rights with respect to all registered offers and sales by the Company of its securities through April 30, 2010.  In consideration of these actions, the Company agreed to issue 203,125 “unregistered” and “restricted” shares of its common stock to Mill City Ventures and 121,875 “unregistered” and “restricted” shares of its common stock to Isle Capital within three business days.

(ii)

On April 8, 2010, the Company executed an Extension and Waiver Agreement with Whalehaven Capital Fund Ltd. (“Whalehaven”), by which the Company extended the maturity date of the promissory note held by Whalehaven to April 1, 2011.  Whalehaven waived all rights of first refusal and participation rights with respect to the Company’s registered offer and sale of its securities from the date thereof through April 30, 2010.  In consideration of these actions, the Company agreed to issue 20,000 “unregistered” and “restricted” shares of its common stock to Whalehaven.

(iii)

On April 8, 2010, the Company executed an Extension and Waiver Agreement (the “Alpha Extension Agreement”) with Alpha Capital Anstalt (“Alpha”).  Under the Alpha Extension Agreement, the Company extended the maturity date of the convertible promissory note held by Alpha, in the initial principal amount of $1.1 million (the “Note”), from April 15, 2010, to April 1, 2011.  Alpha waived:  (i) its right of first refusal under Section 4.13 of the Securities Purchase Agreement executed by the parties on October 26, 2006, and amended December 8, 2006, with respect to all registered offers and sales by the Company of its securities from the date of the Alpha Extension Agreement through April 30, 2010 (the “covered offers and sales”); (ii) its “favored nation” rights under Section 4.14 of the Securities Purchase Agreement with respect to such covered offers and sales; a nd (iii) all other participation rights and rights of first refusal with respect to such covered offers and sales.  In addition, Alpha agreed for a period of 30 trading days from the filing date of this Current Report on Form 8-K that neither it nor any of its affiliates will make any transactions in the Company’s common stock at any price below $0.30 per share.  The Company agreed, within five business days of the date of the Agreement, to deliver to Alpha a Class E Warrant to purchase up to 500,000 “unregistered” and “restricted” shares of the Company’s common stock.  The Class E Warrant shall be exercisable for a period of three years, at an exercise price of $0.50 per share. Alpha agreed that neither it nor any of its affiliates will sell or otherwise create a put-equivalent position in any of the Class E Warrants for a period of six months following the date of this Current Report on Form 8-K.

(iv)

On April 8, 2010, the Company executed a Waiver Agreement with Enable Growth Partners LP; Enable Opportunity Partners LP; and Pierce Diversified Strategy Master Fund LLC, Ena (the “Enable entities”), by which the Enable entities waived all rights of first refusal, participation rights and rights to pre-notice with respect to all Company financings through April 30, 2010.

 (v)

On April 8, 2010, the Company executed a Note Amendment Agreement with Chardan Capital Markets, LLC (“Chardan”), by which the parties agreed to amend the Company’s promissory note

dated March 12, 2010, in favor of Chardan in the principal amount of $100,000 (the “First Note”), on the following terms:

(a)

The Company agreed to pay $90,000 principal on the First Note to Chardan on the date of execution of the Note Amendment Agreement or such later date as Chardan may instruct in writing;

(b)

The Company agreed to pay to Chardan the remaining $10,000 principal on the First Note on April 1, 2011, together with interest on the outstanding principal amount of the First Note from March 12, 2010, until paid, at the rate of 10% per annum.    

The parties further agreed to extend the maturity date of the Company’s promissory note dated March 26, 2010, in favor of Chardan in the principal amount of $100,000 (the “Second Note”) to April 1, 2001.  The Company agreed to pay interest of 10% per annum on the Second Note from the date of the Note Amendment Agreement until the Second Note is paid.

Item 3.02  Unregistered Sales of Equity Securities.

See Item 1.01 above.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.

Description

10.1

Extension and Waiver Agreement with the Note Holders

10.2

Extension and Waiver Agreement with Whalehaven

10.3

Extension and Waiver Agreement with Alpha

10.4

Waiver Agreement with the Enable entities

10.5

Note Amendment Agreement with Chardan

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.

WIZZARD SOFTWARE CORPORATION

Date:	4/8/10	By:	/s/ Christopher J. Spencer
			Christopher J. Spencer
			Chief Executive Officer and President

EX-10

EXTENSION AND WAIVER AGREEMENT

THIS EXTENSION AND WAIVER AGREEMENT (the “Agreement”), dated as of March ____, 2010, is entered into by and among Wizzard Software Corporation, a Colorado corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”).  

WHEREAS, on December 2, 2008, the Company closed a Subscription Agreement by which certain subscribers, including the Holders, purchased Secured Notes having an aggregate principal amount of $1 million (the “Notes”);

WHEREAS, each of the Notes currently has a maturity date of November 1, 2010; and

WHEREAS, the Company and each of the Holders wish to extend the Maturity Date of the Notes as outlined herein;

NOW THEREFORE, for the consideration set forth below, and the mutual covenants and other agreements contained in this Agreement, the Company and the Holders hereby agree as follows:

1.

The Maturity Date of each of the Holders’ Notes is hereby extended to April 1, 2011.  This extension shall be null and void if the Company does not enter into a capital raising transaction on or before April 15, 2010.  Furthermore, in the event that no such capital raising transaction is entered into on or before April 15, 2010, each of the Holder s agrees to return all of the shares of common stock referred to in Paragraph 3 below, and to forfeit all of its right, title and interest in such shares.

2.  

Each of the Holders hereby permanently waives all rights of first refusal under Paragraph 10 of the Subscription Agreement and all other rights of first refusal and participation rights with respect to all registered offers and sales by the Company of its securities from the date hereof through April 30, 2010;

3.

In consideration of the above-referenced Note extension and waiver, the Company, within three business days of the date hereof, shall issue to each of the Holders the number of “unregistered” and “restricted” sha res of the Company’s common stock indicated opposite such Holder’s name below, with each stock certificate for such shares to bear the standard restrictive legend:

Holder

No. of Shares

Mill City Ventures, LLC

203,125

Isle Capital, LLC

121,875

4.

The Company undertakes to make a public announcement on Form 8-K describing this Agreement not later than the fourth business day after the execution of this Agreement.

5.

Subject to the modifications and amendments provided herein, both the Subscription Agreement and the Notes (collectively, the “Transaction Documents”) shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the Holders, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder.  Except as set forth herein, the  Holders reserve all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise.  This Agreement shall not constitute a novation or satisfaction and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection therewith.

6.

Each of the undersigned states that he has read the foregoing Agreement and understands and agrees to it.

7.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first written above.

“The Company”

WIZZARD SOFTWARE CORPORATION

/s/ Christopher J. Spencer 4/8/10

By: Christopher J. Spencer

Its: President

 “Holders”

MILL CITY VENTURES, LP

_/s/_____________________________

By: ___________________________

Its: Director

ISLE CAPITAL, LLC

__/s/____________________________

By: ___________________________

Its: Director

EX-10

MODIFICATION AND AMENDMENT AGREEMENT

EX-10

EXTENSION AND WAIVER AGREEMENT

This Extension and Waiver Agreement (“Agreement”) dated as of March ____, 2010, is entered into by and among Wizzard Software Corporation, a Colorado corporation (the “Company”) and the subscriber identified on the signature page hereto (the “Subscriber”).

WHEREAS, the Company and the Subscriber are parties to a Subscription Agreement (the “2006 Subscription Agreement”) dated October 26, 2006, as amended on December 8, 2006 relating to an investment by the Subscriber of a promissory note (“2006 Note”) of the Compa ny convertible into shares of the Company’s $.001 par value common stock and Common Stock Purchase Warrants (“Warrants”); and

WHEREAS, on December 2, 2008, the Company closed a second Subscription Agreement (the “2008 Subscription Agreement”) by which the Subscriber and certain other purchasers purchased Secured Notes having an aggregate principal amount of $1 million (the “2008 Notes”);

WHEREAS, both the 2006 Note and the Subscriber’s 2008 Note currently have a maturity date of November 1, 2010; and

WHEREAS, the Company and the Subscriber desire to restructure the terms of the above-referenced documents to their mutual benefit.

NOW THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:

1.

All the capitalized terms employed herein shall have the meanings attributed to them in the applicable Subscription Agreement, the Securities Purchase Agreement and the documents and agreements delivered therewith, as applicable (the “Transaction Documents”).

2.

The Maturity Date of the 2006 Note and the 2008 Note is amended to April 1, 2011.

3.

The Subscriber hereby waives:  (i) its right of first refusal under Section 4.13 of the 2006 Subscription Agreement and its “favored nation” rights under Section 4.14 thereof with respect to all registered offerings and sales by the Company of its securities from the date hereof through April 30, 2010; (ii) all rights of first refusal under Paragraph 10 of the 2008 Subscription Agreement with respect to all registered offerings and sales by the Company of its securities from the date hereof through April 30, 2010; and (iii) all other participation rights and rights of first refusal that it may otherwise have with respect to all registered offerings and sales by the Company of its securities from the date hereof through April 30, 2010;  

4.

Not later than five business days after the date of this Agreement, the Company will deliver to the Subscriber one Class E Common Stock Purchase Warrant to purchase up to 500,000 “unregistered” and “restricted” shares of the Company’s common stock (the “E Warrant”), in substantially the same form as the attached Exhibit A.  The E Warrant will be exercisable for a term of three years at $0.50 per share.  The Company represents that upon exercise of the E Warrant, the E Warrant Shares will be fully paid and non-assessable.

5.

The Company undertakes to make a public announcement on Form 8-K describing this Agreement not later than the fourth business day after the execution of this Agreement.

6.

For the benefit of the parties hereto, the Company hereby makes all the representations, warranties, covenants undertakings and indemnifications contained in the Transaction Documents, as if such representations were made by the Company as of this date.  The Subscriber hereby make all of the

representations, warranties, covenants, indemnifications and undertakings contained in the Transaction Documents as if such representations were made by the Subscriber as of this date.

7.

The Subscriber covenants and agrees with the Company that for a period of 30 trading days from t he filing of the Form 8-K referred to in Section 5 hereof, neither it nor any of its Affiliates shall, nor cause any other Person to, make any transactions in the Company’s Common Stock or common stock equivalent positions at any price below $0.30 (adjusted for any subsequent stock splits or similar capital adjustments); nor shall Subscriber or any of its Affiliates sell or otherwise create a put-equivalent position in any of the Series E Warrants for a period of six (6) months following the date of the Form 8-K  

8.

Subject to the modifications and amendments provided herein, the Transaction Documents shall remain in full force and effect, including but not limited to the accrual of interest and liquidated damages, if any. Except as expressly set forth herein, this Agreement shall not be deemed to b e a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the Subscriber, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder.  Except as set forth herein, the Subscriber reserves all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise.  This Agreement shall not constitute a novation or satisfaction and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection therewith.

9.

Each of the undersigned states that he has read the foregoing Agreement and understands and agrees to it.

10.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first written above.

WIZZARD SOFTWARE CORPORATION

(the “Company”)

/s/ Christopher J. Spencer 4/8/10

By:  Christopher J. Spencer, CEO

ALPHA CAPITAL ANSTALT (the “Subscriber”)

/s/ _________________

By:  ________________

EX-10

WAIVER AGREEMENT

EX-10

NOTE AMENDMENT AGREEMENT

This Note Amendment Agreement, dated as of April 8, 2010 (this “Amendment”) is between Wizzard Software Corporation, a Colorado corporation (the “Company”) and Chardan Capital Markets, LLC (the “Holder”).  

W I T N E S S E T H:

WHEREAS, the Holder holds a certain promissory note of the Company in the aggregate in the principal amount of $100,000 made on March 12, 2010 (the “First Note”) and a certain promissory note of the Company in the aggregate principal amo unt of $100,000 made on March 26, 2010 (the “Second Note” and together with the First Note, the “Original Notes”); and

WHEREAS, contemporaneous with the execution of this Amendment, the Company will pay to the account of the Holder an amount of $90,000 against the outstanding principal amount due on the First Note in accordance with its original terms; and

WHEREAS, the Company and Holder desire to amend the terms of the Original Notes in order to modify the maturity date of the Original Notes and to modify the Company’s obligations with respect to repayment of the Original Notes, as provided for herein;

NOW THEREFORE, intending to be legally bound, and in consideration of the mutual promises, covenants, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

Amendment of First Note. The first sentence of the first paragraph of the First Note is hereby deleted and replaced with the following two new sentences, which provide as follows:

“FOR VALUE RECEIVED, the undersigned, WIZZARD SOFTWARE CORPORATION, a Colorado corporation (“Debtor”), promises to pay to the order of Chardan Capital Markets, LLC (“Lender”) or its successors or assigns, the aggregate amount of $90,000 on the date that this Amendment is executed by both the Debtor and the Lender or such later date as the Lender may instruct Debtor in wri ting, and thereafter to pay Lender on April 1, 2011 (the “Maturity Date”) the remaining principal sum of Ten Thousand Dollars ($10,000), together with interest on the outstanding principal amount of this Note from March 12, 2010 until paid at the rate of ten percent (10%) per annum. All payments of principal and interest on this Note shall be made to the Lender, at 17 State Street Suite 1600, NY, NY 10004, or at such other place as the Lender may designate from time to time in writing to the Debtor, in lawful money of the United States of America.”

2.

Amendment of Second Note. The first sentence of the first paragraph of the Second Note is hereby amended and restated to provide as follows:

“FOR VALUE RECEIVED, the und ersigned, WIZZARD SOFTWARE CORPORATION, a Colorado corporation, (“Debtor”), promises to pay to the order of Chardan Capital Markets, LLC, or its successors or assigns (“Lender”), on April 1, 2011 (the “Maturity Date”), at 17 State Street, Suite 1600, NY, NY 10004, or at such other place as the Lender may designate from time to time in writing to the Debtor, in lawful money of the United States of America, the principal sum of One Hundred Thousand Dollars ($100,000), together with interest on the unpaid principal balance of this Note from the date hereof until paid at the rate of ten percent (10%) per annum.”

2.

Repayment. The Company hereby covenants and agrees that in no event shall it repay the remaining outstanding principal amount of the First Note, the outstanding principal amount of the Second Note or any accrued but unpaid interest thereon, with the funds it received pursuant to those certain Securities Purchase Agreements entered into among the Company and the counter-parties thereto, dated as of March 31, 2010 and as reported by the Company on a Current Report on Form 8-K filed on April 1, 2010 with the U.S. Securities and Exchange Commission.

3.

Defined Terms. Capitalized terms not defined herein have the meanings given to them in the Original Notes.

4.

Other Terms Unchanged. Each of the Original Notes, as amended by this Amendment, remains and continues in full force and effect, constitutes a legal, valid, and binding obligation of each party thereto, and is in all respects agreed to, ratified, and confirmed. Any reference to the Original Notes after the date of this Amendment is deemed to be a reference to the Original Notes as amended by this Amendment.  If there is a conflict between the terms of this Amendment and the Original Notes, the terms of this Amendment shall control.

5.

Miscellaneous

5.1

Entire Agreement.  This Amendment contains the entire agreement and understanding of the parties with respect to its subject matter. This Amendment supersedes all prior arrangements and understandings between the parties, written or ora l, with respect to its subject matter.

5.2       Parties in Interest.  The Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, that nothing in this Amendment, expressed or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities of any nature whatsoever under or by reason of this Amendment.

5.3

Counterparts.  This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterp arts together shall constitute but one agreement.

5.4       Choice of Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York without regard to principles of conflicts of law.

5.5

Amendments and Waivers.  This Amendment may not be amended or modified except in writing signed by each of the parties to this Amendment. The observance of any term of this Amendment may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party or parties waiving compliance. The failure of any party at any time or times to require performa nce of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision.

Remainder of page intentionally left blank. Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

WIZZARD SOFTWARE CORPORATI ON

_/s/ Christopher J. Spencer_4/8/10_

By:

Title:

CHARDAN CAPITAL MARKETS, LLC

_/s/____________________________________

By:

Title: