AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities and Exchange Act of
of Report (Date of earliest event reported): August 27,
mPHASE TECHNOLOGIES INC.
name of Registrant as specified in its charter)
or other jurisdiction
9841 Washington Boulevard, #200
Gaithersburg, MD 20878
of principal executive offices, including zip code)
telephone number, including area code)
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:
communication pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
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
growth company ☐
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. ☐
1.01 Entry into a Material
August 27, 2021, the Board of Directors (the “Board”) of mPhase
Technologies, Inc. (the “Company”) appointed Suhas Shubramanyam,
Chester White, and Thomas Fore as members of the Board (such
appointments, collectively, the “Appointments”).
The terms of the Appointments commenced on August 27, 2021 and are
in effect for a period of approximately one year, until the time of
the Company’s next Annual Meeting of Stockholders.
In connection with the Appointments, on August 27, 2021, the
Company entered into director agreements with Mr. Subramanyam, Mr.
White and Mr. Fore (such director agreements, collectively, the
to the Director Agreements, the Company will compensate each such
director a fee of $20,000 annually, which is to be paid in
quarterly installments of $5,000. Such quarterly fee will be
increased by $1,250 for each such director who serves as a member
of either the Audit, Compensation, or Nominating Committee. In lieu
of cash consideration, the annual fee will be paid by issuance of
the number of restricted shares of the Company’s common stock
equivalent to the applicable cash amount due as determined based
upon the closing price on the last trading day of such
The foregoing descriptions of the Director Agreements do not
purport to be complete and are qualified in their entirety by
reference to the form of Director Agreement, which is attached as
Exhibits 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
3.02 Unregistered Sales of Equity Securities.
The relevant information in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The shares of common stock underlying the Director Shares were not
registered under the Securities Act of 1933, as amended (the
“Securities Act”) but qualified for exemption under Section 4(a)(2)
and/or Regulation D of the Securities Act, if applicable.
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Subramanyam, 34, Director
Mr. Subramanyam is a public servant, lawyer, and technology
policy expert who currently represents the 87th District in the
Virginia General Assembly, where he was first elected in 2019. He
was the first Indian-American elected in Virginia’s history at
either the state or federal level. He also serves on the Virginia
Small Business Commission and Virginia Minority Business Commission
(August 2020 to present) as well as the Communications, Technology,
and Innovation Committee in the House of Delegates (May 2020 to
present). Previously, he served as a technology policy advisor in
the White House under President Barack Obama between August 2015
through January 2017, where he ran a task force on technology
policy and advised on Artificial Intelligence, cybersecurity,
infrastructure policy, and economic opportunity. Before joining the
White House, as an attorney with Jones Day, where he handled a
range of technology and trade issues. He has also served as an
advisor to Members of the U.S. House of Representatives and U.S.
Senate Judiciary Committee. Mr. Subramanyam also serves as In-House
Counsel at Level, Inc. (March 2021 to present). He is a resident of
Loudoun County, Virginia, and holds a J.D. from Northwestern
University. The Board believes that Mr. Subramanyam’s
technology, regulatory, and government leadership experience will
make him a valuable addition to the Board and is expected to help
bring the Company towards continued growth and success.
White, 57, Director
Mr. White currently serves as CEO of
QuantAI, Inc. (“QuantAI”) (2017 to present), a leading artificial
intelligence FinTech company. Previously, Mr. White held executive
positions with UBS Financial Services Inc., Morgan
Wells Fargo N.A. (1998 to 2002), Merriman, and Curran Ford &
Co. Additionally, Mr. White serves in various positions of
increasing responsibility including a Manager of Griffin Advisors
and a Partner in OneTraction Ventures. The Board believes that Mr.
White’s experience in technology-based leadership roles qualifies
him well to help bring the Company towards continued growth and
Thomas Fore, 55, Director
Mr. Fore has an extensive background in real estate
development, digital media and entertainment. He founded and is
currently the CEO of Sora Development and Sora Ventures, a
mixed-use master development firm with a focus on Public Private
Partnerships (“P3 Projects”), both were founded in January 2006. He
is also a principal at Tiderock Media LLC, a film production
company since January 2010. He has more than 20 years of
experience in the construction and real estate development
fields. The Board
believes that Mr. Fore’s experience in leadership roles in the
technology, retail and commercial sections, qualifies him well to
help lead the Company towards continued growth and
of Mr. Subramanyam, Mr. White, and Mr. Fore have a family
relationship with any of the current officers or directors of the
are no related party transactions with regard to Mr. Subramanyam,
Mr. White, or Mr. Fore reportable under Item 404(a) of Regulation
8.01 Other Events.
August 31, 2021, the Company issued a press release announcing the
Appointments. A copy of the press release is filed hereto as
Exhibits 99.1 and is incorporated herein by reference.
9.01. Financial Statements and Exhibits.
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.
September 2, 2021
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