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)  June 19, 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

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:

[ ] 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 June 19, 2012, we issued 1,465,000 units at a purchase price of Cdn$2.50 per unit for aggregate gross proceeds of Cdn$3,662,500 (US$3,597,000).  Each unit consists of one common share and one-half of one warrant, with each whole warrant exercisable into an additional common share at a price of US$3.25 per common share at any time until June 19, 2014.  We issued the 1,465,000 units to nine persons who represented that they were not US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 8.01       Other Events.

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

Item 9.01        Financial Statements and Exhibits.

(d)                   Exhibits

99.1                  News Release dated June 19, 2012.

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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 CORPORATION

By:   /s/ David Karp                                

David Karp

Chief Financial Officer

Dated: June 22, 2012

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EX-99.1

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES

COUNTERPATH ANNOUNCES CLOSING OF PRIVATE PLACEMENT

VANCOUVER, BC, Canada — June 19, 2012 — CounterPath Corporation (“CounterPath” or the “Company”) (TSX-V: CCV) (OTCBB: CPAH), an award-winning provider of desktop and mobile VoIP software products and solutions, today announced that it has raised gross proceeds of CDN$3,662,500 (US$3,597,000) by way of a previously announced non-brokered private placement (the “Offering”) of units at a price of CDN$2.50 per unit (the “Units”).  The amount raised under the Offering exceeded the previously announced CDN$3,500,000 target.

Under the private placement, each Unit consists of one common share and one-half of one share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of US$3.25 per common share for a period of two years from the closing date.

The net proceeds received by CounterPath from the Offering will be used for sales and marketing, working capital and general corporate purposes.

All of the securities to be issued by the Company in connection with the Offering will be subject to hold periods expiring on October 20, 2012 under Canadian laws and the policies of the TSX Venture Exchange, and will also be subject to hold periods under United States securities laws.  None of the securities issued have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation, or sale would be unlawful.

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.

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

Kasia Finkelstein

Sr. Marketing and Communications Manager

CounterPath Corporation

T 604.628.9378

M 778.239.6911

F  604.320.3399