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) October 29, 2010

COUNTERPATH CORPORATION

(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.)

300-505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3

(Address of principal executive offices and Zip Code)

604.320.3344

Registrant's telephone number, including area code

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 3.02 Unregistered Sales of Equity Securities

On October 29, 2010, we issued a $490,750 (CDN$500,000) convertible debenture to one investor.  The convertible debenture may be converted at any time, prior to maturity, into shares of common stock of our company at a conversion price of $1.00 per share.  The convertible debenture is an unsecured obligation of our company and carries an interest rate equal to the Prime Bank Rate as quoted by the Bank of Montreal, payable monthly.  The convertible debenture will mature in two years on July 30, 2012.  We issued the convertible debenture to a non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Also on October 29, 2010, we issued a $490,750 (CDN$500,000) convertible debenture to one investor.  The convertible debenture may be converted at any time, prior to maturity, into shares of common stock of our company at a conversion price of $1.37 per share.  The convertible debenture is an unsecured obligation of our company and carries an interest rate equal to the Prime Bank Rate as quoted by the Bank of Montreal, payable monthly.  The convertible debenture will mature in two years on July 30, 2012.  We issued the convertible debenture to a non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d)          Exhibits

10.1 Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on August 4, 2010)

99.1         News Release dated October 29, 2010

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 CORPORATION

By:   /s/ David Karp                                                                                    

David Karp

Chief Financial Officer

Dated:  November 5, 2010

EX-99.1

CounterPath Closes

Private Placements

VANCOUVER, CANADA – October 29, 2010 – CounterPath Corporation (TSX-V: CCV; OTCBB: CPAH), a leading provider of desktop and mobile VoIP software products and solutions, today announced that it has closed on two previously announced private placements raising a total of $1,464,800 (CDN$1,500,000).  Under the first private placement announced on July 30, 2010, the Company closed on the second tranche issuing $490,750 (CDN$500,000) of convertible debentures on October 29, 2010. The total of $974,050 (CDN$1,000,000) debentures raised under this first private placement may be converted at any time, prior to maturity on July 30, 2012, into shares of the Company’s common stock at a conversion price of $1.00 per share subject to certain conditions. The convertible debentures are unsecured obligations of the Company and carry an interest rate equal to the Prime Bank Rate as quoted by the Bank of Montreal, payable monthly.

Under the second private placement announced on October 21, 2010, the Company issued $490,750 (CDN$500,000) of convertible debentures on October 29, 2010.  The debentures may be converted at any time, prior to maturity on July 30, 2012, into shares of the Company’s common stock at a conversion price of $1.37 per share subject to certain conditions.  The convertible debentures are unsecured obligations of the Company and carry an interest rate equal to the Prime Bank Rate as quoted by the Bank of Montreal, payable monthly.

Insiders subscribed for greater than 25% of the private placements.

The gross proceeds of the offerings will be used to fund the operations of the CounterPath. The closing of the offering is subject to certain conditions, including regulatory approval.

The securities offered will not be registered under the United States Securities Act of 1933 (the “Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.

Disclaimer: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:

David Karp

Chief Financial Officer

CounterPath Corporation

(604) 320-3344 ext 1114