Current Report Filing (8-k)
May 15 2020 - 5:17PM
Edgar (US Regulatory)
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): May 11, 2020
mPHASE
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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000-30202
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22-2287503
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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9841
Washingtonian Boulevard, #390
Gaithersburg,
MD 20878
(Address
of principal executive offices) (zip code)
(301)
329-2700
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On May 11, 2020, mPhase Technologies, Inc.
(the “Company”) entered into an Asset Purchase Agreement (“APA”) to acquire CloseComms Limited (“CloseComms”),
a United Kingdom based company with offices in Wales (U.K.) and California (U.S.), that has developed a patented, software application
platform that can be integrated into a retail customer’s existing Wi-Fi infrastructure, giving the retailer important
customer data and enabling AI-enhanced, targeted promotions to drive store traffic and sales.
Pursuant
to the terms of the APA, the Company is acquiring all of the assets owned, used, or held by CloseComms in connection with the
Business (as defined within the APA), other than Excluded Assets (as defined within the APA), and assuming certain specified liabilities
of the Business, in exchange for 2,666,666 shares of the Company’s restricted common stock, par value $0.01.
The
foregoing description of the APA does not purport to be complete and is subject to, and qualified in its entirety by reference
to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Reference
is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.01 by reference.
Item
8.01. Other Events.
On
May 15, 2015, the Company issued a press release announcing the acquisition of CloseComms. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of acquired business.
In
accordance with Item 9.01(a)(4) of Form 8-K the financial statements required under
this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion
of the acquisition.
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(b)
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Pro
forma financial information.
In
accordance with Item 9.01(b)(2) of Form 8-K the financial statements required under
this Item 9.01 will be filed by amendment to this Current Report on Form 8-K no later than 75 days after the completion
of the acquisition.
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(d)
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Exhibits.
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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.
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mPhase
Technologies, Inc.
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Dated:
May 15, 2020
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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MPhase Technologies (CE) (USOTC:XDSL)
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