Current Report Filing (8-k)

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): March 8, 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.)

1101 Wootton Parkway, #1040

Rockville, MD 20852

(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 5.07

Submission of Matters to a Vote of Security Holders

On March 8, 2022, mPhase Technologies, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on February 14, 2022, the record date for the Special Meeting (the “Record Date”), 85,008,099 shares of the Company’s common stock and 1,000 shares of Series A Preferred Stock were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of (i) 47,530,104 shares of common stock, equivalent to approximately 55.9% of such class; (ii) 1,000 shares of Series A Preferred Stock, representing 100% of such class; and (iii) 96,995,953 votes, comprised of shares of the Company’s Common Stock and Series A Preferred Stock, calculated together as a single class and on an as-converted basis, equivalent to approximately 55.9% of the outstanding votes, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The proposal amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split as determined by the Company’s Board was approved as follows:

Class	Votes For		Votes Against		Broker Non- Votes		Votes Abstained		Percentage Voted For
Common		43,282,538		4,141,819		-		105,747		91.1	%
Series A Preferred		1,000		-		-		-		100.0	%

2. The proposal to approve adoption of the Company’s 2022 Equity and Incentive Plan was approved as follows:

Class

Votes For

Votes Against

Broker Non-
Votes

Votes Abstained

Percentage
Voted For

Common and

Series A Preferred

88,965,246

3,624,098

311,121

95.8

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.