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): August 27, 2021
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.) |
9841 Washington Boulevard, #200
Gaithersburg, MD 20878
(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 1.01 Entry into a Material Definitive Agreement.
On 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 “Director Agreements”).
Pursuant 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 quarter.
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.
Item 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Suhas 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.
Chester 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 Stanley , 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 success.
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 success.
Family Relationships
None of Mr. Subramanyam, Mr. White, and Mr. Fore have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Subramanyam, Mr. White, or Mr. Fore reportable under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
Description | |
| 10.1 | Form of Director Agreement | |
| 99.1 | Press Release |
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: September 2, 2021 | By: | /s/ Anshu Bhatnagar |
| Name: | Anshu Bhatnagar | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
mPHASE TECHNOLOGIES, INC.
9841 Washingtonian Boulevard, #200
Gaithersburg, MD 20878
Date: August _____, 2021
____________
____________
Dear Mr. ________,
This letter is to confirm the terms of your appointment as a Non-Executive Director of mPhase Technologies, Inc. (the “Company”).
Overall, in terms of time commitment, your attendance is expected at all Board of Directors (the “Board”) meetings, meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.
For and in consideration of the services to be performed by you, the Company agrees to compensate you as follows:
| 1.1 |
Fee. An annual fee in the amount of $20,000 (the “Annual Fee”), payable on a quarterly basis of $5,000 (the “Quarterly Fee”) upon the last day of each fiscal quarter, subject to the director’s continuous service as a member of the Board and commencing in the quarter in which the director accepts this appointment, provided the director is a member of the Board as of such date. 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 U.S. Dollar amount due as determined based upon the closing price on the last trading day of such quarter.
For so long as the director serves as a member of either the Audit Committee of the Board, the Compensation Committee of the Board, or the Nominating Committee of the Board, the amount of such Quarterly Fee shall be increased by $1,250. Additionally, for so long as the director serves as the chair of either the Audit Committee of the Board, the Compensation Committee of the Board, or the Nominating Committee of the Board, the amount of such Quarterly Fee shall be increased by $1,250. |
Certain Representations. You represent and agree that you are accepting the shares of common stock being issued to you pursuant to this Agreement for your own account and not with a view to or for sale of distribution thereof. You understand that the securities are restricted securities, and you understand the meaning of the term “restricted securities.” You further represent that you were not solicited by publication of any advertisement in connection with the receipt of the shares and that you have consulted tax counsel as needed regarding the shares.
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| 1.3 | The Company agrees to reimburse you for reasonable out-of-pocket expenses incurred by you in connection with your service (including reasonable out-of-pocket expenses and “Business Class” transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by the Company in writing (the “Expenses”). |
| 1.4 | Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice, which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this letter of appointment. |
| 1.5 | For the avoidance of any doubt, the Annual Fee and the aforementioned Expenses constitute the full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form, for your appointment and service. |
| 2. | The term of your appointment as a Non-Executive Director of the Company shall be for one year or until the next Annual Meeting of Stockholders. |
| 3. | You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas for Board meetings and site visits if required. |
| 4. | You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time-to-time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows: |
| ● | Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and | |
| ● | Setting the Group’s strategic aims, ensuring the necessary financial and human resources are in place for the Group to meet its objectives, and reviewing management performance; and | |
| ● | Setting the Group’s values and standards and ensuring its obligations to its shareholders and others are understood and met. |
| 5. | Confidential Information |
You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.
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Confidential Information shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or fiduciary obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 5. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.
Blackout Period. You understand that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending the third day after the financial information for the quarter and year have been publicly released. If a member of the audit committee, if you have information concerning our financial results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.
| 6. | Term and Termination |
| 6.1 | Subject to paragraph 6.1 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events: |
| 6.1.1 | if you resign as a director of the Company for any reason; and/or | |
| 6.1.2 | if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or | |
| 6.1.3 | if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by the Board; and/or | |
| 6.1.4 | if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the New Jersey Business Corporation Act and/or any other applicable law or regulation (the “Law”) and/or the Company’s Articles of Incorporation; and/or | |
| 6.1.5 | if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or | |
| 6.1.6 | if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days); and/or | |
| 6.1.7 | with your death and if you are a corporation or either entity, with your liquidation; and/or | |
| 6.1.8 | if an order of a court having jurisdiction over the Company requires you to resign. |
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| 6.2 | Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Annual Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination). |
| 6.3 | Upon termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company. |
| 7. | Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that: |
| 7.1 | They do not in any way conflict with the interests of the Company or any member of the Group; and | |
| 7.2 | They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and | |
| 7.3 | In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the “CEO”) of the Company as soon as they become apparent; and | |
| 7.4 | The Company acknowledges that you are currently on the Board of Directors of the following companies: |
| 8. | The Company will put directors’ and officers’ liability insurance in place as soon as possible and will use commercially reasonable effort to maintain such coverage for the full term of your appointment. |
| 9. | The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as appropriate. |
| 10. |
In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided
under applicable law and subject to the prior written approval of a majority of the independent directors of the Company and the CEO, such consent shall not be unreasonably withheld. |
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| 11. | This letter refers to your appointment as a director of the Company and your membership of the audit, compensation, and nomination committees of the board. |
| 12. | You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time. |
| 13. | You shall discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and applicable law. |
| 14. | This letter of appointment shall be governed by and construed in accordance with the law of the State of New York. |
Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.
Sincerely yours,
| mPHASE TECHNOLOGIES, INC. | ||
| By: | ||
|
Anshu Bhatnagar Chief Executive Officer |
||
| By: | ||
|
|
||
| Address: |
| 5 |
Exhibit 99.1
mPhase Names Three New Independent Board Members
Gaithersburg, MD – August 31, 2021 – mPhase Technologies, Inc. (OTC Pink: XDSL) (“mPhase” or the “Company”) a technology company developing the mPower 5G-enhanced electric vehicle (EV) charging network and consumer engagement platform, announced it has named three new board members: Suhas Subramanyamas, Chet White and Tom Fore as part of a strategic effort to upgrade the organizational structure of the Company. Expansion of the board will allow mPhase to create a majority independent board of directors. The new board members each bring specific expertise in business segments that are essential to the success of the mPhase growth strategy.
Suhas 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 as well as the Communications, Technology, and Innovation Committee in the House of Delegates. Previously, he served as a technology policy advisor in the White House under President Barack Obama, 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, he handled a range of technology and trade issues for major U.S. law firms and served as an advisor to Members of the U.S. House of Representatives and U.S. Senate Judiciary Committee. He is a resident of Loudoun County, Virginia and holds a J.D. from Northwestern University.
Chet White is CEO of QuantAI, Inc., an artificial intelligence FinTech company that leverages its proprietary deep learning engine to identify tactical and secular business trends. He is also manager of Griffin Advisors, an emerging growth technology investment company that manages the Helios Alpha 3x Fund. In the private equity market, he is a partner in OneTraction Ventures, which provides a platform for startups with disruptive technology. With more than two decades of financial industry experience in both the public and private markets, he previously held executive positions with UBS, Morgan Stanley, Wells Fargo and Merriman, Curran Ford & Co.
Tom Fore is a multifaceted executive with a long background in real estate development, digital media and entertainment. Currently, he is the co-founder of Digital2Go Media Networks, a mesh network consumer engagement platform; a principal at Tiderock Media, a film production company, and CEO of Sora Development, a mixed-use master development firm with a focus on Public Private Partnerships (“P3 Projects”). He has more than 20 years of experience in the construction and real estate development fields.
“At this early stage in our growth cycle it is important to select active board members who reflect our entrepreneurial culture and can contribute directly to accomplishing our strategic objectives,” explained mPhase CEO, Anshu Bhatnagar. “Suhas has the knowledge and experience to help us forge partnerships with municipal and other government entities in both our 5G and EV channels. Chet is a technology futurist who has contributed important partnerships with leading experts within our mPower ecosystem. Tom has been actively working with international EV companies and major construction projects, giving us dual paths into some important future partnerships. We have a full slate of projects underway and our board members will have a pivotal role in moving those projects forward.”
About mPhase Technologies
mPhase is an emerging EV-centric technology company focused on consumer engagement using data analytics and artificial intelligence to create a monetizable link between consumers and retailers at opportunistic times and places. The Company is currently building a connected ecosystem of EV charging, 5G internet connectivity and software solutions that optimize consumer engagement within the framework of a SaaS/TaaS model. Branded under the mPower name, this ecosystem will empower the way people shop, dine, fuel and interact with the world to create a richer life experience. The mPower ecosystem is tailored to each individual’s tastes and needs, with particular emphasis on empowering tomorrow’s green consumer. mPhase also has data driven business units generating recurring revenue outside of its consumer ecosystem, in addition to legacy nanobattery technology and a related patent portfolio that are slated for future development. Additional information can be found at the mPhase website, www.mphasetech.com. Please follow us on twitter: @mPhase_Tech for the latest updates.
Safe Harbor Statement
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Contacts:
Investor Contact:
ir@mphasetech.com
Investor Contact
Brian M. Prenoveau, CFA
MZ Group - MZ North America
561-489-5315
XDSL@mzgroup.us
www.mzgroup.us