Pursuant
to Rule 424(b)(3)
Registration
Number 333-127522
PROSPECTUS
SUPPLEMENT NUMBER FOUR
(TO
PROSPECTUS DATED OCTOBER 18, 2005)
15,372,245
Shares
VoIP,
Inc.
COMMON
STOCK
This
prospectus supplement supplements the prospectus dated October 18, 2005
relating to the offer and sale by the selling stockholders identified in the
prospectus of up to 15,372,245 shares of our common stock.
On
May
22, 2006, Registrant entered into a Modification and Amendment Agreement (the
“Agreement”) with selling shareholders Stonestreet Limited Partnership,
Whalehaven Capital Fund Limited, Ellis International Limited, Bristol Investment
Fund, Ltd., and Alpha Capital AG (the “Shareholders”). Among other things, the
Agreement reduced the exercise price of warrants to purchase in the aggregate
the following number of shares of common stock of the Registrant to $0.80 (the
“Adjusted Exercise Price”): (i) 892,448 shares originally exercisable at $1.37,
(ii) 892,448 shares originally exercisable at $1.65, and (iii) 1,784,896 shares
originally exercisable at $1.60 (collectively, the “Warrants”). The shareholders
agreed to exercise these Warrants at the Adjusted Exercise Price pursuant to
the
Agreement, resulting in the receipt by the Company of approximately $2.8
million.
This
prospectus supplement should be read in conjunction with the prospectus dated
October 18, 2005, which is to be delivered with this prospectus supplement.
This prospectus supplement is qualified by reference to the prospectus except
to
the extent that the information in this prospectus supplement updates and
supersedes the information contained in the prospectus dated October 18,
2005, including any supplements or amendments thereto.
Investing
in the shares involves risks. See “Risk Factors” beginning on page 5 of the
prospectus dated October 18, 2005.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus supplement is May 19, 2006