UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 4, 2019

 

mPHASE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

New Jersey		000-24969		22-2287503
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

 

688 New Dorp Lane, Staten Island, New York 10306-4933

(Address of Principal Executive Offices) (ZIP Code)

 

Registrant’s telephone number, including area code: (973) 256-3737

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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 3.03 Material Modification to Rights of Security Holders

 

(b) On January 4, 2019, mPhase Technologies, Inc. (the “Corporation”) filed an Amendment to its Certificate of Incorporation with the State of New Jersey providing for 1000 shares of Series A Preferred Stock replacing its prior class of Series A Preferred Stock. The new class of Series A is a super-voting class of Preferred Stock the terms of which are set forth in Exhibit 10.1 hereto.

 

In addition the Company has in the above-referenced Amendment increased its authorized shares of Common Stock to 125 billion shares and changed its par value to no par Common Stock

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

Amendment  to Certificate of Incorporation of mPhase Technologies, Inc.

 

 

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
Date: January 4, 2019	By:	/s/ Martin S. Smiley
		Martin S. Smiley
		Executive Vice President,
		Chief Financial Officer and
		General Counsel