UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of ~~the~~The Securities ~~and~~ Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~November 22, 2022

mPHASE TECHNOLOGIES, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

New Jersey		000-30202		22-2287503
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

~~1101~~5011 ~~Wootton~~Gate Parkway, ~~#1040~~Building 100, Suite 100

~~Rockville~~Jacksonville, MDFL ~~20852~~32256

(Address of principal executive offices,) ~~including~~ (zip code)

(~~301~~941) ~~329~~538-~~2700~~6257

(Registrant’s telephone number, including area code)

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~8-K~~since ~~filing~~last ~~is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~report.)

~~☐ Written communication pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c)~~ under any of the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c)).~~provisions:

☐ Written communications pursuant to Rule 425 under the Securities ~~registered~~ Act (17 CFR 230.425) ☐ Soliciting material pursuant to ~~Section~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) ofunder 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))

~~Title~~Securities registered ofpursuant ~~each~~to ~~class~~Section ~~Trading Symbol~~12(sb) ~~Name~~ of ~~each~~the ~~exchange~~Act: ~~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) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

AsOn ~~previously~~November ~~disclosed~~22, ~~mPhase Technologies~~2022, ~~Inc.~~the Board of Directors (“the ~~Company~~“Board”) ~~entered~~of ~~into~~mPhase ~~a Securities Purchase Agreement with an accredited investor~~Technologies, ~~AJB~~Inc. ~~Capital Investments, LLC~~ (the “~~AJB~~Company”) onapproved the ~~June~~dismissal 22of Boyle CPA, ~~2022~~LLC (“~~Original~~Boyle ~~SPA~~CPA”) ~~pursuant~~as ~~to which~~ the Company ~~issued~~’s aindependent ~~promissory~~registered ~~note~~public inaccounting anfirm ~~original~~to ~~principal~~audit its ~~amount~~consolidated offinancial ~~$1,200,000~~statements ~~(“Original Note”),~~ for ~~which~~the ~~reference~~fiscal isyear ~~made~~ending ~~to a~~June ~~Forms~~30, ~~8-K/A~~2022, ~~filed~~ with ~~the~~such ~~Securities~~dismissal ~~Exchange~~effective ~~Commission~~as onof ~~June~~November 3022, 2022 ~~and July 5, 2022, respectively~~.

OnBoyle ~~August~~CPA ~~22,~~reported ~~2022,~~on the Company’s ~~agreed~~consolidated tofinancial anstatements ~~amendment~~for ~~and~~the ~~waiver~~fiscal ~~agreement~~years ~~with~~ended ~~respect~~June to30, ~~the~~2021 ~~Original SPA~~ and ~~the~~June ~~Original~~30, ~~Note~~2020 (~~the~~collectively, the “~~Amendment~~Boyle ~~and~~CPA ~~Waiver~~Reports”) ~~with AJB. The Amendment~~ and ~~Waiver~~such ~~modified~~Boyle ~~and~~CPA ~~amended~~Reports ~~certain~~did ~~terms~~not ~~and~~contain ~~conditions~~an ~~set~~adverse ~~forth~~opinion ~~in the~~or ~~Original~~disclaimer ~~SPA and the Original Note. Pursuant to the Amendment and Waiver, AJB waived any events~~ of ~~default resulting from the Company’s failure to timely make filings with the Security Exchange Commission for the quarter ending March 31~~opinion, ~~2022.~~nor ~~The Amendment and Waiver~~were ~~further amended~~ the ~~Original~~Boyle ~~Note~~CPA toReports ~~provide~~qualified ~~that the Company shall have thirty (30) days from the date of any further failure~~ or ~~breach resulting~~modified inas ~~an event of default~~ to ~~cure~~uncertainty, ~~such~~audit ~~event~~scope, ofor ~~default.~~accounting Inprinciples, ~~consideration~~except ~~for~~as ~~entering~~modified ~~into~~by the ~~Amended and Waiver, the Company~~going ~~and~~concern ~~AJB~~explanatory ~~agreed to amend Section 4(o) of the Original SPA to adjust the strike price of the incentive fee shares from $0~~paragraph.~~20 to $0.10.~~

OnDuring ~~August 22, 2022,~~ the ~~Company~~fiscal ~~and~~year ~~AJB~~ended ~~entered~~June ~~into~~30, ~~an additional securities purchase agreement (the “August SPA”)~~2020, ~~Pursuant to~~ the ~~August~~fiscal ~~SPA,~~year ~~AJB~~ended ~~bought~~June ~~a 10% promissory note with an aggregate principal amount of $300~~30,~~000~~ ~~(the~~2021 ~~“August Note”)~~ and ~~warrants~~ (the ~~“August~~subsequent ~~Warrants”)~~interim toperiod ~~purchase~~from upJuly ~~to 250~~1,~~000~~ ~~shares~~2021 ofthrough November ~~Common Stock for proceeds of $270~~22,~~000~~ ~~(the “Purchase Price”). The Company further issued 2~~2022,~~250,000~~ ~~additional~~there ~~incentive~~were ~~fee~~no ~~shares~~disagreements ~~(the~~with ~~“August~~Boyle ~~Incentive~~CPA ~~Shares”)~~on asany ~~additional consideration~~matters ~~for the purchase~~ of ~~the~~accounting ~~August~~principles ~~Note.~~or ~~Pursuant to the August SPA~~practices, ~~the~~financial ~~Company is obligated~~statement todisclosure, ~~file~~or ~~with~~auditing ~~the~~scope ~~Securities~~or ~~and~~procedure, ~~Exchange~~which ~~Commission~~disagreements, ~~within~~if 90not ~~days~~resolved ofto the ~~date~~satisfaction of ~~closing~~Boyle ~~of the August SPA~~CPA, awould ~~registration~~have ~~statement~~caused ~~covering~~Boyle ~~the~~CPA ~~resale~~to ofmake ~~the~~reference ~~August~~to ~~Incentive~~the ~~Fee~~subject ~~Shares~~matter ~~and~~of the ~~shares~~disagreement ~~underlying~~in ~~the~~connection ~~August~~with ~~Note and~~ the ~~August~~Boyle ~~Warrants~~CPA Reports.

~~The August Note matures on February 22~~Additionally, ~~2023, bears interest at the rate of 10% per annum and beginning~~ ~~180~~during ~~days after~~ the ~~issuance~~Company’s offiscal ~~the~~year ~~Note~~ended ~~and~~June ~~only~~30, ~~upon~~2020, the ~~occurrence~~fiscal ofyear anended ~~Event~~June of30, ~~Default (as defined in the August Note)~~2021, ~~AJB~~and ~~may convert amounts owing under~~ the ~~August~~subsequent ~~Note~~interim ~~into~~period ~~shares of Common Stock. The Company has the right to prepay all or any portion~~from ofJuly ~~the~~1, ~~outstanding~~2021 ~~balance~~through ofNovember ~~the~~22, ~~August~~2022, ~~Note.~~there ~~The~~were ~~August~~no ~~Note~~reportable ~~provides that the Company has 90 days to cure any~~ events of(as ~~default~~described ~~resulting from~~under ~~the~~Item ~~Company’s failure to timely make filings with the Security Exchange Commission for the quarter ending March 31, 2022 and~~ 304(a)(1)(v)(A)-(D) ~~further 30 days to cure any events~~ of ~~default~~Regulation ~~for any other filings failures~~S-K).

InThe ~~connection~~Company ~~with~~has ~~the~~provided ~~August~~a ~~SPA~~copy ~~and~~of ~~August~~the ~~Note,~~foregoing ~~the~~disclosures ~~Security~~to ~~Agreement,~~Boyle ~~entered~~CPA ~~into~~and inrequested ~~connection~~Boyle ~~with~~CPA to provide the ~~Original~~Company ~~SPA,~~with ~~was~~a ~~amended~~letter indicating towhether ~~also~~or ~~secure~~not ~~the~~Boyle ~~obligations~~CPA agrees with such disclosures. A copy of the ~~Company~~letter, ~~under~~dated ~~the~~November ~~August~~22, ~~SPA~~2022 ~~and~~is ~~August~~attached ~~Note~~hereto as Exhibit 16.1.

~~The~~Furthermore, ~~August~~on ~~SPA~~November ~~contains~~22, ~~customary representations~~2022, ~~warranties~~the ~~and~~Board ~~agreements~~of by the Company, ~~customary~~approved ~~conditions~~the toappointment ~~closing~~of Prager Metis CPAs, ~~indemnification obligations~~LLP of(“Prager ~~the~~Metis”) as the Company,’s ~~other~~independent ~~obligations~~registered ofpublic accounting firm to audit its consolidated financial statements for the ~~parties~~fiscal ~~thereto~~years ending June 30, 2022 and ~~termination~~2021, ~~provisions~~effective November 22, 2022.

~~Item~~During ~~1.01 of this Current Report on Form 8-K contains only a brief description of~~ the ~~material~~fiscal ~~terms~~year ofended ~~the~~June ~~Original SPA~~30, ~~Amended SPA~~2020, the ~~Notes~~ ~~and~~fiscal ~~any~~year ~~other~~ended ~~agreements~~June ~~between~~30, ~~parties~~2021, and ~~does~~the ~~not~~subsequent ~~purport~~interim toperiod befrom aJuly ~~complete~~1, ~~description~~2021 ofthrough November ~~the~~22, ~~rights~~2022, ~~and~~neither ~~obligations of~~ the ~~parties~~ ~~thereunder,~~Company ~~and~~or ~~such~~anyone ~~descriptions~~acting ~~are~~on ~~qualified~~the inCompany’s ~~their~~behalf ~~entirety~~consulted byPrager ~~reference~~Metis toregarding ~~the~~any ~~full text~~ of the ~~agreements and Notes,~~matters ~~the~~or ~~forms~~events ofset ~~which~~forth ~~are~~in ~~attached~~Item ~~as Exhibits 4.1, 4.~~304(a)(2,)(i) ~~4.3~~or ~~and~~(ii) ~~4.4,~~of ~~respectively,~~Regulation ~~to this Current Report on Form 8~~S-K~~, and are incorporated herein by reference~~.

Item 98.01. ~~Exhibits~~Other Events.

On January 4, 2023, the Board formed a special committee of the Board, comprised of two independent directors (dthe “Special Committee) ~~Exhibits~~to investigate allegations of inaccurate disclosures, misappropriation and other potential fraudulent actions by Anshu Bhatnagar, who had been the Company’s Chief Executive Officer until July 2022 and to complete the review of the factual matters related to such allegations as had been previously conducted by the Board from the Company’s 2022 third fiscal quarter to the present. The Board, as part of its review, is seeking to ensure that the Company is adhering to the highest standards of conduct.

Exhibit No.		Exhibit
4.1		Securities and Purchase Agreement, dated as August 22, 2022 by and between mPhase Technologies, Inc. and AJB Capital Investments, LLC
4.2		Promissory Note, dated August 22, 2022 by and between mPhase Technologies, Inc, and AJB Capital Investments, LLC
4.3		Common Stock Purchase Warrant Agreement by and between mPhase Technologies, Inc, and AJB Capital Investments, LLC
4.4		One-Time Waiver/Amendment by and between mPhase Technologies, Inc, and AJB Capital Investments, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Special Committee’s review is ongoing, and it is working diligently with outside advisers to complete its investigation as soon as possible. The Company is committed to working with the Special Committee to complete its work in order to re-establish timely financial reporting as soon as feasible.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

16.1		Letter from Boyle CPA, LLC

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 26, 2022	By:	/s/ Chester White
Dated: January 18, 2023	/s/ Richard Thorpe
	Name:	Chester White
	Richard Thorpe
	Title:	Director
	Chief Executive Officer

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