Item 8.01 Other Events.
As previously disclosed, on December 6, 2020, CounterPath Corporation, which we
refer to herein as "CounterPath," the "Company," "we," "us," or "our," entered
into an agreement and plan of merger, which, as it may be amended from time to
time, we refer to as the "Merger Agreement," with Alianza, Inc., a Delaware
corporation, which we refer to as "Alianza," and CounterPath Merger Sub, Inc., a
Nevada corporation and a wholly owned subsidiary of Alianza, which we refer to
as "Merger Sub." Pursuant to the terms of the Merger Agreement, Merger Sub will
merge with and into CounterPath, which we refer to as the "Merger," with
CounterPath continuing as the surviving corporation and becoming a wholly owned
subsidiary of Alianza. On December 29, 2020, CounterPath filed a Preliminary
Proxy Statement (the "Preliminary Proxy") with the Securities and Exchange
Commission (the "SEC") in anticipation of a forthcoming special meeting of
CounterPath's stockholders to determine whether the Merger should be approved.
Litigation Related to the Merger
On January 7, 2021, a putative class action complaint was filed in the Supreme
Court of the State of New York, County of New York, captioned Chakra Chamala v.
CounterPath Corporation, et al., NYCSC Index No. 650111/2021, against
CounterPath and its directors. The complaint alleges that CounterPath's
directors breached their fiduciary duties by purportedly failing to engage in a
sufficiently robust sales process prior to the Merger, allegedly failing to
obtain sufficient consideration for CounterPath's stockholders in connection
with the Merger, and purportedly failing to make adequate disclosures in the
Preliminary Proxy regarding the Merger. The Company cannot predict the outcome
of or estimate the possible loss or range of loss from this matter. It is
possible that additional, similar complaints may be filed, or that the complaint
described above may be amended. If this occurs, the Company does not intend to
announce the filing of each additional, similar complaint or any amended
complaint unless it contains materially new or different allegations.
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COUNTERPATH CORPORATION 
