Current Report Filing (8-k)
June 30 2022 - 5:16PM
Edgar (US Regulatory)
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2022-06-24
2022-06-24
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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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 24, 2022
mPHASE
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its charter)
| New
Jersey |
|
000-30202 |
|
22-2287503 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
9841
Washingtonian Boulevard, #200
Gaithersburg,
MD 20878
(Address
of principal executive offices, including zip code)
(301)
329-2700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
| ☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
mPhase
Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with an investor
(the “Investor”). Although the SPA was signed prior to June 24, 2022, the SPA did not take effect until the Company received
the purchase price due pursuant to the SPA on that date.
SPA
and Note
Pursuant
to the SPA, the Investor bought a 10% OID convertible promissory note with an aggregate principal amount of $1,200,000 (the “Note”)
and warrants (the “Warrants”) to purchase up to 1,000,000 shares of the Company’s common stock, par value $0.01 per
share (the “Common Stock”) for proceeds of $1,080,000 (the “Purchase Price”).
The Company further issued 4,500,000 incentive fee shares as additional consideration for the purchase of the Note.
The
Note matures on December 22, 2022, bears interest at the rate of 10% per annum and is convertible at any time upon the option of the
Buyer into shares of Common Stock. The Company has the right to prepay all or any portion of the outstanding balance of the Note.
The
Warrants are exercisable at a purchase price of $0.20 per share at any time on or prior to June 22, 2027, and may be exercised on a cashless
basis beginning on June 22, 2022.
The
SPA contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company, other obligations of the parties thereto, and termination provisions.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the SPA, the Notes and the Warrants,
and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are
qualified in their entirety by reference to the full text of the SPA, the Notes and the Warrants, the forms of which are attached as
Exhibits 4.1, 4.2 and 10.1, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its
entirety. The Notes, the Warrants and any shares of common stock issuable upon conversion of the Notes or exercise of the Warrants will
be, issued in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506 of
Regulation D thereunder. The Investors had represented that they are an “accredited investor,” as defined in Regulation D,
and were acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof. Accordingly, the Notes and the Warrants and the shares issuable upon conversion of the Notes
or exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws.
(d)
Exhibits
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.
|
mPhase
Technologies, Inc. |
|
|
|
| Dated:
June 30, 2022 |
By: |
/s/
Anshu Bhatnagar |
|
|
Anshu
Bhatnagar
Chief
Executive Officer |
MPhase Technologies (CE) (USOTC:XDSL)
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