netTALK cuts loan to $3 million, cancels common stock, convertibles

Vicis Capital Master Fund to return securities via new agreement

By Tali Rackner

Minneapolis, Jan. 27 - netTALK.com, Inc. executed a redemption and debt restructuring agreement with Vicis Capital Master Fund effective Dec. 31, according to an 8-K filed with the Securities and Exchange Commission.

Among other things, the agreement extends the term of netTALK's loans to June 30, 2014, with two additional one-year extensions, and reduces the overall loan amount to $3 million from about $17 million.

The restated loan accrues interest at 6% percent per annum.

In addition, all shares and derivative securities including the series A convertible preferred stock, series B convertible preferred stock, common stock, and warrants to purchase shares of series A convertible preferreds and series B convertible preferreds held by Vicis will be returned to netTALK and cancelled.

Vicis will return (a) 19,995,092 shares of the netTALK's common stock; (b) 500 issued and outstanding shares of netTALK's 12% series A convertible redeemable preferred stock; and (c) common stock purchase warrants exercisable for 76,864,250 shares of common stock.

Upon completion of the redemption and cancellation, netTALK will have 41,324,221 shares of issued and outstanding common stock, of which 6,678,484 are non-restricted and 34,645,737 are restricted.

Based in Miami Beach, netTALK.com provides voice-over-internet protocol products and services.

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