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): August 223, 2010

~~Voxware~~VOXWARE, ~~Inc~~INC. (Exact Name of Registrant as Specified in Charter)

Delaware	0000-021403	36-3934824
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

300 American Metro Blvd., Suite 155, Hamilton, NJ	08619
(Address of Principal Executive Offices)	(Zip Code)

(609) 514-4100
(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 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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to~~a ~~Satisfy~~Material aDefinitive ~~Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

On August 223, 2010, Voxware, Inc., a Delaware corporation (the “Company”), ~~received~~entered ainto ~~letter~~an ~~from the~~Eighth ~~Listing~~Loan ~~Qualifications~~Modification Agreement ~~Department~~(the of“ELMA”) ~~The~~with ~~NASDAQ~~Silicon ~~Stock~~Valley ~~Market,~~Bank ~~Inc.~~ (“~~NASDAQ~~SVB”) ~~informing~~that ~~the~~amends the Company’s ofexisting ~~its~~$1.5 ~~non-compliance~~million ~~with~~revolving ~~NASDAQ~~line ~~Marketplace~~of ~~Rule 5550~~credit (athe “Revolver”)~~(2),~~. Pursuant ~~which~~to ~~requires~~the ~~companies~~ELMA, ~~listed~~amounts onoutstanding under the ~~NASDAQ~~Revolver ~~Capital~~will ~~Market~~continue to ~~maintain~~bear interest at a ~~minimum~~rate ~~bid~~equal ~~price~~to the prime rate of ~~$1.00~~interest, ~~per~~plus ~~share~~2.25% ~~Under~~subject to ~~NASDAQ~~reduction ~~Marketplace~~to ~~Rule 5810(c)(3)(A),~~prime plus 1.25% if the Company ~~has~~is in a ~~grace~~“Streamline Period,” now defined as the period ofcommencing ~~180~~on ~~calendar~~the ~~days,~~first orday ~~until January~~of ~~31,~~the ~~2011,~~month in which tothe Company’s ~~regain~~average ~~compliance.~~daily Ifunrestricted atand ~~anytime~~unencumbered ~~during~~cash ~~this~~held ~~grace~~at SVB plus ~~period~~amounts available under the ~~bid~~Revolver ~~price~~exceed $3.0 million and ending on the earlier of an event of default (as defined in the ELMA) and the first day in which the Company’s ~~common~~average ~~stock~~daily isunrestricted and unencumbered cash held at SVB plus amounts available under the Revolver are less than $13.000 ~~per~~million. ~~share~~In addition, orthe ~~more~~ ELMA establishes revised covenants for afuture minimum levels of liquidity ~~ten~~of ~~consecutive~~$2.0 ~~business~~million. ~~days~~Consistent with the existing credit facility, ~~NASDAQ~~Verbex Acquisition ~~will~~Corporation, ~~provide~~a Delaware corporation and wholly owned subsidiary of the Company (“Verbex”), continues to be obligated to SVB under an existing ~~with~~guaranty ~~written~~and ~~confirmation~~security ofagreement ~~regained~~in ~~compliance~~favor of SVB. Under the ELMA, the maturity date of the Revolver is extended to July 29, 2011.

~~The~~Item Company has previously reported that on May 24, 2010 the Company received a notice from NASDAQ indicating that the NASDAQ staff had determined that the Company did not comply with or satisfy NASDAQ Marketplace Rule 4310(c)(2)(B) for continued listing on the NASDAQ Capital Market, which requires that the Company maintain minimum stockholder’s equity of $2,500,000 or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years9.01 ToFinancial ~~facilitate NASDAQ’s review, the Company provided its specific~~Statements ~~plan to achieve~~ and ~~sustain compliance with the NASDAQ Capital Market listing requirements, including the time frame for completion of the plan~~Exhibits. The Company is also working to provide NASDAQ with additional requested materials. There can be no assurance that the Company’s plan will be acceptable to NASDAQ or that the Company will be able to maintain the listing of its common stock on the NASDAQ Capital Market.

SIGNATURE

(d)		Exhibits.
10.1		Eighth Loan Modification Agreement, dated as of August 23, 2010, by and between Voxware, Inc. and Silicon Valley Bank.

~~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.~~ SIGNATURES

	VOXWARE, INC.
Dated: August 5, 2010	By:	/s/ William G. Levering
		Name: William G. Levering
		Title: Vice President and Chief Financial Officer

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.

	VOXWARE, INC.

	By:	/s/ William G. Levering, III
		William G. Levering, III
		Chief Financial Officer


Dated: August 26, 2010

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