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 814, 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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On March 814, 2022, mPhase Technologies, Inc. (the “Company”) ~~held~~received afrom ~~special~~Anshu ~~meeting~~Bhatnagar, ofthe ~~stockholders~~Company’s Chief Executive Officer (the “~~Special Meeting~~Lender”)~~. As~~, ofa ~~the~~loan ~~close~~in ofthe ~~business~~principal onamount ~~February~~of 14$450, ~~2022~~000, ~~the~~made ~~record~~pursuant ~~date~~to ~~for~~a ~~the~~Demand Promissory ~~Special~~Note ~~Meeting~~ (the “~~Record Date~~Note”), ~~85,008,099 shares~~made in favor of ~~the~~Mr. ~~Company’s~~Bhatnagar. ~~common~~Pursuant ~~stock~~to ~~and~~the 1Note,~~000~~ ~~shares~~the ofCompany ~~Series~~is Aobligated ~~Preferred~~to ~~Stock~~pay ~~were~~on demand ~~outstanding~~principal and ~~entitled~~interest, towith ~~vote~~interest aton the ~~Special~~ ~~Meeting.~~unpaid Atprincipal balance at the ~~Special~~rate ~~Meeting~~of 6% per annum, and a ~~total~~default interest rate of ~~(i)~~18% ~~47,530,104~~per ~~shares~~annum ofapplicable ~~common~~for ~~stock,~~amounts ~~equivalent~~unpaid toand ~~approximately~~owing ~~55.9%~~more ofthan ~~such class;~~30 ~~(ii)~~days ~~1,000~~following ~~shares~~notice offor ~~Series~~demand Aof ~~Preferred~~repayment. In ~~Stock,~~the ~~representing~~event ~~100%~~ of ~~such~~a ~~class;~~underwritten ~~and~~offering ~~(iii)~~by ~~96,995,953~~the ~~votes,~~Company ~~comprised~~pursuant ofto ~~shares of~~which the Company’s ~~Common~~receives ~~Stock~~aggregate ~~and~~gross ~~Series~~proceeds Aof ~~Preferred~~at ~~Stock~~least $5,000,000 ~~calculated~~in ~~together~~consideration asof athe ~~single~~purchase ~~class~~of ~~and~~its oncommon anstock ~~as-converted~~and ~~basis, equivalent~~(b) tothe ~~approximately~~common ~~55.9%~~stock of the ~~outstanding~~Company ~~votes,~~becomes ~~were~~listed ~~represented~~on insenior securities ~~person~~exchange, orupon bythe ~~proxy~~option atof the ~~Special Meeting~~Lender, ~~constituting a~~the ~~quorum.~~amounts ~~The~~owed ~~matters~~pursuant ~~that~~to ~~were~~the ~~voted~~Note ~~upon~~will atbe ~~the~~converted ~~Special~~into ~~Meeting,~~shares ~~and~~of the Company’s ~~number~~common ofstock ~~votes~~at ~~cast~~the ~~for~~price orper ~~against/withheld,~~share asequal ~~well~~to as the ~~number~~ ofprice ~~abstentions~~per ~~and~~share ~~broker~~at ~~non-votes,~~which asthe toCompany’s ~~such~~common ~~matters,~~stock ~~where~~is ~~applicable,~~sold in ~~are~~such ~~set forth below~~offering.

Item 1. ~~The~~01 ~~proposal~~of ~~amend~~this Current Report on Form 8-K contains only a brief description of the ~~Company’s~~material ~~Amended~~terms of the Note, and ~~Restated~~does ~~Certificate~~not purport to be a complete description of ~~Incorporation~~the torights ~~effect~~and aobligations ~~reverse~~of ~~stock~~the ~~split~~parties asthereunder, ~~determined~~and such descriptions are qualified in their entirety by reference to the ~~Company’s~~full ~~Board~~text ~~was~~of ~~approved~~the Form of the Note, which is attached as ~~follows:~~Exhibits 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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	%

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

2. The information ~~proposal~~set toforth ~~approve~~in ~~adoption~~Item 1.01 of ~~the~~this ~~Company’s~~Current ~~2022~~Report ~~Equity~~on ~~and~~Form ~~Incentive~~8-K ~~Plan~~is ~~was~~incorporated ~~approved~~by asreference ~~follows:~~into this Item 2.03.

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	%

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 by reference into this Item 3.02.

The securities to be issued pursuant to the Note were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and will receive, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 9.01.

Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
4.1		Form of Demand Promissory Note

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.
Date: March 11, 2022	By:	/s/ Anshu Bhatnagar
Date: March 18, 2022	By:	/s/ Anshu Bhatnagar
	Name:	Anshu Bhatnagar
	Title:	Chief Executive Officer

Filing Compare · MPHASE TECHNOLOGIES, INC.