On October 29, 2009, we sold 3,333,334 units to two investors at a purchase price of $0.56 (CDN$0.60) per unit for gross proceeds of approximately $1.9 million (CDN$2,000,000). Each unit consisted of one share of our common stock and one-half of one non-transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional share of our company’s common stock for a purchase price of $0.90 until October 29, 2011. We issued the securities to two non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

SIGNATURES

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.

COUNTERPATH CORPORATION

By: /s/ David Karp

Dated: November 3, 2009