Amended Current Report Filing (8-k/a)
April 03 2018 - 3:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
AMENDMENT
NO. 2 TO FORM 8-K FILED DECEMBER 28, 2017
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 3, 2018
mPHASE
TECHNOLOGIES, INC.
|
(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
|
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000-24969
|
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22-2287503
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(State
or Other Jurisdiction
|
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(Commission
File Number)
|
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(IRS
Employer
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of
Identification No.)
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|
|
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Incorporation)
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688
New Dorp Lane, Staten Island, New York 10306-4933
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(Address
of Principal Executive Offices) (ZIP Code)
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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
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
|
☐
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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
8.01 Other Events.
On
December 28, 2017, mPhase Technologies, Inc. (the “Company”) entered into a non-binding letter of intent (the “LOI”)
with Scepter Commodities, LLC (“Scepter”) for the proposed acquisition by Scepter of 80% of the fully diluted shares
of common stock of the Company (on a post-reverse stock split basis) (the “Acquisition”). The LOI may be terminated
(i) by mutual consent of the parties, (ii) by either party if the Acquisition (A) has not been consummated by April 30, 2018,
(B) is enjoined by a court or governmental body, (C) cannot be consummated due to a material breach on the part of the other party
which breach cannot be cured within 30 days from the date of written notice of such breach or (D) by either party if such party
is not satisfied with the results of its due diligence investigation of the other party or (iii) by Scepter if the Company’s
financial condition or capitalization has materially changed since its most recently filed Annual Report on Form 10-K. Pursuant
to the LOI both parties have expressed their intent and support for the cooperation and accomplishment of the Acquisition. Further,
the Company has agreed, until the earlier of the closing of the Acquisition or termination of the LO,I that it will not solicit,
discuss, accept, approve, respond to or encourage any inquiries or proposals relating to, or engage in any negotiations with,
any third party with respect to any transaction similar to the Acquisition or any transaction involving the transfer of a significant
or controlling interest in the assets or capital stock of the Company, including, but not limited to, a merger, acquisition, strategic
investment or similar transaction. The closing of the Acquisition is subject to the negotiation and execution of a definitive
acquisition agreement, as well as to the completion of full legal and financial due diligence.
As
of February 15, 2018 the Company and Scepter entered into Amendment No. 1 to the LOI extending the time frame for the Company
to become current in its SEC filings.
As of April 3, 2018 the Company and Scepter
have agreed to extend the time frame for the Company to become current in its SEC filings until April 30, 2018 under the LOI.
Item 9.01 Financial Statements and Exhibits
(d)
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.
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mPHASE
TECHNOLOGIES
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|
|
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Date:
April 3, 2018
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By:
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/s/
Martin S. Smiley
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|
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Martin
S. Smiley
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Executive
Vice President,
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|
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Chief
Financial Officer and
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General
Counsel
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2
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