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) February 16, 2012

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 7.01   Regulation FD Disclosure.

A copy of our News Release dated February 16, 2012 is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(d)             Exhibits

99.1            News Release dated February 16, 2012.

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:  February 17, 2012

EX-99.1

CounterPath Announces Normal Course Issuer Bid

Company believes its common shares do not adequately reflect their underlying value

and may purchase its common shares in the market

VANCOUVER, BC, Canada — Feb. 16, 2012 — CounterPath Corporation (“CounterPath” or the “Company”) (OTCBB: CPAH) (TSX-V: CCV), an award-winning provider of desktop and mobile VoIP software products and solutions, today announced that the TSX Venture Exchange has accepted its Notice of an Intention to Make a Normal Course Issuer Bid which shall commence on March 19, 2012 and terminate on March 19, 2013, or such earlier date if the maximum number of shares are purchased.

Under the Bid, the Company may acquire up to an aggregate of 1,995,414 common shares over the next 12-month period representing approximately 5% of the issued and outstanding common shares of the Company.  There were 39,868,297 common shares of the Company issued and outstanding as of February 16, 2012.

CounterPath believes that its common shares currently trade in a price range that does not adequately reflect their underlying value based on CounterPath’s business prospects and strong financial position.  In addition, CounterPath believes that such purchases will contribute to the facilitation of an orderly market and be in the best interests of the Company and its shareholders.  Accordingly, depending upon future price movements and other factors, the Company will purchase common shares when it believes that the shares are undervalued at the then current market prices based on its then current and future prospects and provided that the repurchase of common shares at such market prices continue to be an appropriate use of corporate funds.

Purchases subject to this Normal Course Issuer Bid will be carried out pursuant to open market transactions through the facilities of the TSX Venture Exchange or the OTC Bulletin Board by National Bank Financial Inc. on behalf of CounterPath in accordance with applicable regulatory requirements.  All common shares purchased by the Company under the Normal Course Issuer Bid will be returned to treasury and cancelled.

About CounterPath

CounterPath’s SIP-based VoIP softphones are changing the face of telecommunications. An industry and user favorite, Bria softphones for desktop and mobile devices, together with the company’s server applications and Fixed Mobile Convergence (FMC) solutions, enable service providers, OEMs and enterprises large and small around the globe to offer a seamless and unified communications experience across both fixed and mobile networks.  Standards-based, cost-effective and reliable, CounterPath’s award-winning solutions power the voice and video calling, messaging, and presence offerings of customers such as Alcatel-Lucent, AT&T, Verizon, BT, Mobilkom Austria, Rogers, Avaya, BroadSoft, Cisco Systems, GENBAND, Metaswitch Networks, Mitel and NEC. For more information, visit www.counterpath.com.

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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.

Contacts:

David Karp

Chief Financial Officer, CounterPath

dkarp@counterpath.com

(604) 628-9364

Craig Armitage

Equicom Group

carmitage@equicomgroup.com

(416) 815-0700 x278