8-K

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) November 15, 2005

COUNTERPATH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-50346

(Commission File Number)

20-0004161

(IRS Employer Identification No.)

8th Floor, 100 West Pender Street, Vancouver, British Columbia, Canada V6B1R8

(Address of principal executive offices and Zip Code)

604.320.3344

Registrant's telephone number, including area code

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Pursuant to Rule 135c of the Securities Act of 1933, a news release with respect to a proposed private placement is appended to this Form 8-K Current Report as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1 News Release dated November 15, 2005.

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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.

COUNTERPATH SOLUTIONS, INC.

By:	/s/ Mark Bruk
	Mark Bruk
	President and Chief Executive Officer

Dated: November 15, 2005

EX-99

 

CounterPath Announces Proposed Offering of

Convertible Debentures

VANCOUVER, CANADA – November 15, 2005 – CounterPath Solutions, Inc. (OTCBB: CTPS), a provider of VoIP (Voice over Internet Protocol), Video over IP, Instant Messaging (IM), and Presence SIP softphones, today announced its intention to sell convertible debentures in the aggregate principal amount of $2 million. The private placement with the investor will close within one week.

The convertible debentures will be senior unsecured obligations of the Company, will bear interest at a rate of 5% per annum, payable on maturity or as otherwise agreed to by the Company and the investor, and will mature two years after issuance. At the option of the investor, the debentures may be converted into shares of the Company’s common stock at a conversion price of $0.40 per share. The Company has the option to prepay any outstanding principal and accrued interest under the debentures with the consent of the investor. Under the terms of the private placement, the investor will also acquire warrants for the purchase of up to 2,500,000 shares of the Company’s common stock, exercisable for two years at a price of $0.80 per share. The Company will not be granting any registration rights or paying any finder’s fees in connection with this private placement.

The proceeds of the offering will be used to (1) expand the development and marketing of our core products, (2) develop additional products, and (3) for general corporate purposes.

The securities to be issued in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933.

For more information, please contact:

Todd Hanas		Tiffany Zinck
Investor Relations		Media Relations
+1.866.869.8072		+1.604.320.3344 extension 208
thanas@counterpath.com	pr@counterpath