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): September 217, 2010

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

Delaware	0-021403	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)

(Exact Name of Registrant as Specified in Charter)

Delaware	0-021403	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).

x		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

x		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

x		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 Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule~~Agreement. Item or3.02. ~~Standard;~~Unregistered ~~Transfer~~Sale of ~~Listing~~Equity Securities. Item 8.01 Other Events.

On September 217, 2010, Voxware, Inc., a Delaware corporation (the “Company”), ~~received~~entered into a ~~determination~~Securities ~~from~~Purchase Agreement (the ~~Listing~~“Purchase ~~Qualifications~~Agreement”) ~~Department~~with ofthe ~~The~~Co-Investment ~~NASDAQ~~Fund ~~Stock Market~~II, ~~Inc~~L.P., ~~(“NASDAQ”)~~an ~~that~~existing stockholder of the Company’s ~~request~~and ~~for~~affiliate ~~continued~~of ~~listing~~Cross onAtlantic ~~the~~Technology ~~NASDAQ~~Fund ~~Capital~~II, ~~Market was denied~~L.P., ~~The~~pursuant ~~Company~~to ~~had~~which ~~previously~~the ~~been~~Co-Investment ~~advised~~Fund ~~that~~II, ~~the~~L.P. ~~Company~~shall, ~~did~~subject ~~not~~to ~~meet~~certain orconditions, ~~satisfy~~purchase ~~the~~up ~~minimum~~to $21,~~500~~956,~~000~~522 ~~stockholders’~~shares ~~equity~~of ~~requirement~~a ~~for~~newly ~~continued~~designated ~~listing~~Series ~~set~~A ~~forth~~Non-Participating inConvertible ~~NASDAQ~~Preferred ~~Marketplace~~Stock ~~Rule~~of ~~5550(b)~~the orCompany ~~the~~at ~~minimum~~a ~~bid~~purchase price of $1.0015 per share, ~~set~~and ~~forth~~three-year inwarrants ~~NASDAQ~~to ~~Marketplace~~purchase ~~Rule~~shares ~~5550~~of the Company’s common stock (athe “Series A Financing”)~~(2)~~. The ~~Company~~minimum ~~has~~investment ~~chosen~~under ~~not~~the toPurchase ~~appeal~~Agreement ~~NASDAQ’s~~is ~~determination.~~$1,250,000 Asand athe ~~result~~maximum investment is $2,250,000. Proceeds from the ~~Company’s~~Series ~~common~~A ~~stock~~Financing will be ~~suspended~~used ~~from~~by ~~trading at~~ the ~~opening~~Company ofto ~~business~~fund ona ~~September~~going-private ~~13,~~transaction ~~2010,~~which ~~and~~will include a ~~Form 25~~self-~~NSE~~tender ~~will~~offer befor all ~~filed~~of ~~with~~ the ~~Securities~~company's common stock not held by Co-Investment Fund II, L.P. and ~~Exchange~~certain ~~Commission~~other stockholders (including the ~~“SEC”~~company's executive officers) at ~~which~~$1.00 ~~will~~per ~~remove~~share, ~~the~~followed ~~Company’s~~by ~~securities~~a ~~from~~reverse ~~listing~~split and ~~registration~~cash onout ~~the~~of ~~NASDAQ~~any ~~Capital~~resulting ~~Market~~fractional shares. ~~Upon~~The ~~delisting~~Purchase ~~from~~Agreement ~~NASDAQ~~contemplates two closings, the ~~Company~~first ~~intends~~closing toshall ~~have~~be ~~its~~contemporaneous ~~common~~with ~~stock~~the ~~quoted~~closing onof the ~~Over~~self-tender offer and the~~-Counter~~ ~~Pink~~second ~~Sheets~~closing shall be contemporaneous with the closing of the subsequent reverse split, if any.

WeOn ~~have~~or about September 24, 2010, the Company intends to commence an ~~agreement~~offer for the purchase of shares of its common stock in ~~principle~~a self-tender offer for $1.00 per share. In connection with the antender ~~affiliate~~offer, ofthe ~~Cross~~Company ~~Atlantic~~intends ~~Technology~~to ~~Partners,~~deregister aits ~~Stockholder~~common ofstock and take the Company private. Tendered shares will be acquired for cash, with no interest payable. The Company intends to purchase all shares properly tendered and not withdrawn. The anticipated expiration date for athe ~~private~~offer ~~equity~~is ~~offering~~expected to ~~fund~~be aon ~~going-private~~or ~~transaction~~about ~~which~~October ~~will~~25, ~~include~~2010, abut ~~self-~~it can be extended at the Company’s discretion. The immediate goal of the tender offer ~~for~~is ~~some~~to reduce the number of beneficial holders of the Company’s stock to fewer than 300, a required step in taking the company' private. The Company’s ~~common~~officers, ~~stock~~certain atdirectors $1and largest stockholders (including Edison Venture Fund and Cross Atlantic Technology Fund, and affiliates) have agreed that they will not tender their shares pursuant to a standstill and voting agreement.00 ~~per~~If ~~share~~the tender offer fails to accomplish this objective, ~~followed~~the byCompany intends to take further actions, including a reverse stock split, which would enable the Company to “cash out” resulting fractional shares and reduce the number of beneficial holders to fewer than 300.

~~The~~Important ~~company~~Additional ~~expects~~Information tofor ~~enter into the equity offering in the next few days. There ca be no assurances that the company will be able to consummate a private equity offering or commence a tender offer or reverse split.~~Stockholders

~~Important Additional Information for Stockholders~~ The ~~Company~~tender ~~has~~offer, ~~not~~which ~~entered into a private equity offering and~~ has not yet commenced, ~~a going private transaction. Any tender offer~~ will be made for all of the outstanding common stock of the Company, except for shares of common stock held by the Company’s officers, directors and largest stockholders who ~~indicate~~have agreed that they will not tender their shares. In addition, further actions to go private, such as a reverse stock split, require the approval of a majority of the Company’s stockholders. The solicitation of proxies from the Company’s stockholders has not yet commenced. This is not an offer to purchase the Company’s common stock or a solicitation of proxies, and this communication shall not constitute an offer to buy or exchange securities for any purpose or a solicitation of proxies from holders of the Company’s common stock. Any such offer, or solicitation of an offer, to purchase the Company’s common stock shall be separately communicated in a tender offer statement and any such solicitation of proxies from holders of the Company’s common stock shall be separately communicated in a proxy statement, in each case filed with the Securities and Exchange Commission (the “SEC”) and distributed to stockholders in accordance with applicable regulations governing offers, and solicitations of offers, to buy or exchange securities and the solicitation of consents and proxies.

~~Any~~ The tender offer statement, and any future proxy statement, if any, will contain important information about the tender offer and the reverse split process. Security holders should read carefully the tender offer statement and proxy statement, if any, to be filed by the Company with the SEC before they make any decision with respect to the tender offer or voting their shares because those documents will contain important information, ~~including~~about ~~the~~such ~~terms~~transactions. ~~and~~The ~~conditions of the~~ tender offer~~. Any~~ ~~tender offer~~ statement and potential proxy statement and all other documents filed with the SEC in connection with ~~such~~ the tender offer and reverse split will be available, as and when filed, free of charge at the SEC’s web site at www.sec.gov. In addition, the tender offer statement and all other documents filed with the SEC in connection with the tender offer will be made available to investors free of charge by contacting The Registrar and Transfer Company, at 1-800-368-5948.

A The tender offer is not being made nor will any tender of the Company’s common stock be accepted from or on behalf of holders in any jurisdiction in which the making of the offer or the acceptance of any tender would not be made in compliance with laws of such jurisdiction.

~~This~~Item Current Report on Form 8-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and information relating to us that are based on the beliefs of our management, as well as assumptions made by, and the information currently available to, our management9.01 ~~When~~Financial ~~used~~Statements ~~in this Current Report on Form 8-K, the words “believe,” “anticipate,” “intend,” “expect”~~ and ~~similar expressions are intended to identify forward-looking statements~~Exhibits. These statements reflect our current views with respect to future events, including the potential private equity offering and any tender offer or reverse stock split, and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except for special circumstances in which a duty to update arises when prior disclosure becomes materially misleading in light of subsequent circumstances, we do not intend to update any of these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K, or to reflect the occurrence of unanticipated events. You should carefully review the disclosure and risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, or the SEC.

(d)		Exhibits.
10.1		Securities Purchase Agreement, dated as of September 17, 2010, by and between Voxware, Inc. and the Co-Investment Fund, II, L.P.
10.2		Form of Standstill and Voting Agreement with certain stockholders of Voxware, Inc.

SIGNATURE

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.
Dated: September 9, 2010	By:	/s/ William G. Levering
Dated: September 17, 2010	By:	/s/ William G. Levering
		Name: William G. Levering
		Title: Vice President and Chief Financial Officer

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