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~~November 174, 2010

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

(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). xo Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). xo Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). xo Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item ~~1.01 Entry into a Material Definitive Agreement. Item 3.02. Unregistered Sale of Equity Securities. Item~~ 8.01 Other Events.

OnAt ~~September~~5:00 17p.m. on November 4, 2010, the self tender offer initiated by Voxware, Inc., a Delaware corporation (the “Company”), ~~entered~~expired ~~into~~with aapproximately ~~Securities~~1,125,000 ~~Purchase~~shares ~~Agreement~~of (the ~~“Purchase~~Company’s ~~Agreement”)~~common ~~with~~stock ~~the~~tendered ~~Co-Investment~~at ~~Fund~~a ~~II,~~price Lper share of $1.P00., anThe ~~existing~~Company ~~stockholder~~expects ofto close on the ~~Company~~tendered ~~and~~shares ~~affiliate~~promptly after the first closing of ~~Cross~~the ~~Atlantic~~Company’s ~~Technology~~previously ~~Fund~~announced ~~II,~~issuance ~~L.P.,~~and ~~pursuant~~sale to ~~which~~ the Co-Investment Fund II, L.P. ~~shall~~, ~~subject~~an toexisting ~~certain~~stockholder ~~conditions,~~of ~~purchase~~the upCompany toand 1affiliate of Cross Atlantic Technology Fund II,~~956~~ L.P.,~~522~~ ~~shares~~ of a newly designated Series A Non-Participating Convertible Preferred Stock of the Company at a purchase price of $1.15 per share, and three-year warrants to purchase shares of the Company’s common stock, for aggregate consideration of approximately $1,290,000 (the “~~Series~~First ~~A Financing~~Closing”). The ~~minimum~~First ~~investment~~Closing ~~under the Purchase Agreement~~ is ~~$1,250,000~~expected ~~and~~to ~~the~~occur ~~maximum~~on ~~investment~~or isabout $2Friday,~~250,000.~~ ~~Proceeds~~November ~~from~~12, ~~the~~2010, ~~Series~~with Aproceeds ~~Financing~~being ~~will~~used beto ~~used~~close byon the ~~Company~~tender tooffer. ~~fund~~The aCompany ~~going-private~~expects ~~transaction~~to ~~which~~proceed ~~will~~with ~~include~~ a ~~self-tender~~Special ~~offer~~Meeting ~~for all~~ of ~~the~~Stockholders, ~~company's~~tentatively ~~common~~scheduled ~~stock~~for ~~not held~~December by6, ~~Co-Investment Fund II~~2010, ~~L.P.~~to ~~and~~vote ~~certain~~on ~~other~~an ~~stockholders~~amendment ~~(including~~to the ~~company'~~Company’s ~~executive~~Amended ~~officers) at~~and ~~$1.00~~Restated ~~per~~Certificate ~~share~~of Incorporation, ~~followed~~as byamended, ato ~~reverse~~effect ~~split~~a ~~and~~1-for-5,000 ~~cash~~reverse ~~out~~stock ofsplit ~~any~~in ~~resulting~~order ~~fractional~~to ~~shares.~~reduce ~~The~~the ~~Purchase~~number ~~Agreement~~of ~~contemplates~~stockholders ~~two~~of ~~closings,~~ the ~~first~~Company, ~~closing~~deregister ~~shall~~the beCompany’s ~~contemporaneous~~shares ~~with~~of ~~the~~common ~~closing~~stock ofunder the ~~self-tender~~Securities ~~offer~~Exchange ~~and~~Act ~~the~~of ~~second~~1934, ~~closing~~as ~~shall~~amended, beand ~~contemporaneous~~to ~~with~~ensure that the ~~closing~~Company ofceases ~~the~~all ~~subsequent~~public ~~reverse~~reporting ~~split,~~and iffiling ~~any~~obligations.

On or about September 24, 2010, the Company intends to commence an offer for the purchase of shares of its common stock in a self-tender offer for $1.00 per share. In connection with the tender offer, the Company intends to deregister its common stock 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 the offer is expected to be on or about October 25, 2010, but it can be extended at the Company’s discretion. The immediate goal of the tender offer is 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 officers, certain directors and 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. If the tender offer fails to accomplish this objective, the Company 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.

Important Additional Information for Stockholders

~~The~~This ~~tender~~Current ~~offer,~~Report ~~which~~on ~~has~~Form ~~not~~8-K ~~yet~~is ~~commenced,~~for ~~will~~informational bepurposes ~~made~~only ~~for~~and ~~all~~is ofnot ~~the~~an ~~outstanding~~offer ~~common~~to ~~stock~~tender ofor the ~~Company,~~solicitation ~~except for shares~~ of ~~common~~an ~~stock~~offer ~~held~~to bytender ~~the~~any ~~Company’s~~shares ~~officers,~~of ~~directors~~common ~~and~~stock ~~largest~~for ~~stockholders~~a ~~who~~cash ~~have~~payment. ~~agreed~~Each ~~that~~holder ~~they~~of ~~will not tender their~~ shares. Inof ~~addition,~~Voxware ~~further~~common ~~actions to go private, such as a reverse~~ stock ~~split,~~should ~~require~~read the ~~approval~~tender ofoffer astatement, ~~majority~~as ofit ~~the~~contains ~~Company’s~~important ~~stockholders~~information. The ~~solicitation~~tender ofoffer ~~proxies~~statement ~~from the Company’s stockholders~~ has ~~not~~been ~~yet~~filed ~~commenced.~~with ~~This is not an offer to purchase~~ the ~~Company’s~~Securities ~~common~~and ~~stock~~Exchange orCommission aon ~~solicitation~~October ~~of proxies~~4, 2010 and ~~this~~is ~~communication~~available ~~shall~~along ~~not~~with ~~constitute~~other anfiled ~~offer~~documents ~~to buy or exchange securities~~ for ~~any~~free ~~purpose~~on orthe awebsite ~~solicitation~~ of ~~proxies~~the ~~from~~Securities ~~holders~~and ofExchange ~~the~~Commission ~~Company’s~~at ~~common stock~~www.sec.gov. ~~Any~~In ~~such offer~~addition, orthe ~~solicitation~~tender ~~of an~~ offer, tostatement ~~purchase~~and ~~the~~all ~~Company’s~~other ~~common~~documents ~~stock~~filed ~~shall~~with bethe ~~separately~~SEC ~~communicated~~ in aconnection with the tender offer ~~statement~~will ~~and~~be ~~any~~made ~~such~~available ~~solicitation~~to ofinvestors ~~proxies~~free ~~from holders~~ of ~~the~~charge ~~Company’s~~by ~~common~~contacting ~~stock~~the ~~shall~~Registrar beand ~~separately~~Transfer ~~communicated in a proxy statement~~Company, inthe ~~each~~information ~~case~~agent ~~filed~~for ~~with~~ the ~~Securities~~tender ~~and~~offer, ~~Exchange~~at ~~Commission~~ (~~the “SEC”~~800) ~~and~~368-5948. ~~distributed~~Our to stockholders inare ~~accordance~~urged ~~with~~to ~~applicable~~carefully ~~regulations~~read ~~governing~~the ~~offers,~~tender ~~and~~offer ~~solicitations~~statement ofprior ~~offers,~~ to ~~buy~~making orany ~~exchange~~decision ~~securities~~with ~~and~~respect to the ~~solicitation~~tender ~~of consents and proxies~~offer.

The tender offer ~~statement,~~is ~~and~~not ~~any~~being ~~future~~made ~~proxy~~nor ~~statement,~~will if any, ~~will contain important information about the~~ tender ~~offer~~of ~~and~~Voxware ~~the~~common ~~reverse~~stock ~~split process. Security holders should read carefully the tender offer statement and proxy statement, if any, to~~ be ~~filed~~accepted byfrom ~~the~~or ~~Company~~on ~~with~~behalf ~~the~~of ~~SEC~~holders ~~before~~in ~~they make~~ any ~~decision~~jurisdiction with respect to the tender offer or voting their shares because those documents will contain important information about such transactions. The tender offer statement and potential proxy statement and all other documents filed with the SEC in ~~connection~~which ~~with~~ the ~~tender~~making ~~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~~or ~~and all other documents filed with~~ the ~~SEC~~acceptance inof ~~connection~~any ~~with the~~ tender ~~offer~~would ~~will~~not be made ~~available~~in tocompliance ~~investors~~with ~~free~~laws of ~~charge~~such ~~by contacting The Registrar and Transfer Company, at 1-800-368-5948~~jurisdiction.

The tender offer is ~~not~~part ~~being~~of ~~made~~a ~~nor~~going-private transaction that will ~~any~~include ~~tender~~a reverse stock split of the Company’s common stock. beThe ~~accepted~~reverse stock split will require the approval of a majority of Voxware’s stockholders. The solicitation of proxies from orVoxware onstockholders ~~behalf~~has not yet commenced. This communication is for informational purposes only and is not a solicitation of ~~holders~~proxies, inand ~~any~~this ~~jurisdiction~~communication inshall ~~which~~not ~~the~~constitute ~~making~~a solicitation of ~~the~~proxies ~~offer~~from orholders ~~the~~of ~~acceptance~~Voxware common stock. Any solicitation of ~~any~~proxies ~~tender~~from ~~would~~holders ~~not~~of Voxware common stock shall be ~~made~~separately communicated in ~~compliance~~a proxy statement filed with ~~laws~~the SEC and distributed to stockholders in accordance with applicable regulations of ~~such~~the ~~jurisdiction~~SEC governing the solicitation of consents and proxies.

Item 9.01 Financial Statements and Exhibits.

(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 17, 2010	By:	/s/ William G. Levering
Dated: November 10, 2010	By:	/s/ William G. Levering
		Name: William G. Levering
		Title: Vice President and Chief Financial Officer

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