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 Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2019
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) |
(I.R.S. Employer Identification No.) |
688 New Dorp Lane
Staten Island, New York
(Address of principal executive offices) (zip code)
(973) 256-3737
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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 (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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 28, 2019, the Board of Directors of mPhase Technologies, Inc. (the “Company”). elected Mr. Matin Smiley, as interim Chief Financial Officer of the Company. Mr. Smiley had previously served as the Company’s Chief Financial Officer until his resignation effective January 11, 2019
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Minutes of Board of Directors Meeting |
| 1 |
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. | |
| Dated: February 1, 2019 | /s/ Anshu Bhatnagar |
| Anshu Bhatnagar | |
| President and Chief Executive Officer, Director |
| 2 |
Exhibit 10.1
Special Meeting of the Board
of Directors of mPhase Technologies, Inc.
A Special Meeting of the Board of Directors of mPhase Technologies, Inc. (the “Company”) was held by telephone on Tuesday January 28, 2019 at 11: 00 A.M. Present at the meeting by telephone were Messrs. Anshu Bhatnagar and Ronald Durando . The foregoing persons represent a majority of the Board of Directors of the Company
Mr. Bhatnagar acted as chairman of the meeting. Mr. Durando acted as Secretary of the meeting. Mr. Bhatnagar then set forth the purpose of the meeting. He stated as follows:
The purpose of the meeting is to elect Martin Smiley as interim Chief Financial Officer of the Company effective January 29, 2019. Mr. Smiley was the Chief Financial Officer of the Company prior to his resignation effective January 11, 2019.
Upon motion duly made and seconded
The Board of Directors approved the following:
RESOLVED, that Mr. Martin Smiley, having an address at 12 Sycamore Drive, Westport, Connecticut 06880 is elected the Chief Financial Officer of the Company to implement SEC filings and other matters on an interim basis.
There being no further business to be conducted at this Meeting upon motion duly made by Mr. Bhatnagar and seconded by Mr. Durando the meeting was adjourned.
| /s/ Ronald Durando | |
| Ronald Durando | |
| Director | |
| /s/ Anshu Bhatnagar | |
|
Anshu Bhatnagar |
|
| Director |