UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.02 Unregistered Sale of Equity Securities
Item 3.03 Material Modification to Rights of Security Holders
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 6, 2023, VoIP-Pal.Com Inc. (the “Company”) filed an amendment to a Certificate of Designation dated May 25, 2022 (the “Certificate of Designation”) with the Nevada Secretary of State in order to designate an additional 325,000 shares of the Company’s authorized preferred stock, par value $0.01 per share (the “Preferred Stock”), as Series A preferred stock (the “Series A Stock”), thereby increasing the total number of shares of Preferred Stock designated as Series A Stock from 475,000 to 800,000. A copy of the amendment is attached hereto as Exhibit 3.5.
The Series A Stock has the voting powers, designations, preferences, limitations, restrictions and relative rights set forth in the Certificate of Designation, a copy of which was filed as Exhibit 3.3 to the Company’s current report on Form 8-K dated May 27, 2022.
The material features of the Series A Stock are as follows:
| 1. | Holders of Series A Stock are entitled to 1,550 votes per share of Series A Stock on any matter submitted to a vote of the Company’s stockholders, and are generally entitled to vote together as one class with holders of the Company’s common stock; | |
| 2. | Holders of Series A Stock are not entitled to receive any dividends or other distributions in respect of any shares of Series A Stock held by them; | |
| 3. | Holders of Series A Stock are not entitled to receive any assets of the Company upon a liquidation, dissolution or winding up of the Company; | |
| 4. | Shares of Series A Stock are not redeemable; | |
| 5. | Shares of Series A Stock are not convertible or exchangeable into shares of the Company’s common stock; and | |
| 6. | Shares of Series A Stock are not transferrable or assignable without the prior written consent of the Company. |
As of the date of this current report on Form 8-K, 200,000 shares of the Preferred Stock remain authorized and eligible for designation by the board of directors of the Company (the “Board”) pursuant to the Company’s articles of incorporation, as amended.
Promptly following the filing of the amendment, the Company issued 121,611 shares of Series A Stock (collectively, the “Shares”) to Emil Malak, the President, Chief Executive Officer and a director of the Company, at a price of $0.10 per Share in exchange for proceeds of approximately $12,161.
The Shares were offered and sold to Mr. Malak in a private transaction in reliance upon the exemption from registration provided by Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance on Rule 903 of Regulation S was based on the fact that Mr. Malak is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S, that Mr. Malak acquired the Shares for investment purposes for his own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that Mr. Malak understood that the Shares may not be sold or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, or an applicable exemption or exemptions therefrom.
On February 20, 2023, the Board approved an increase in the Company’s authorized capital from 3,500,000,000 shares of common stock, par value $0.001 per share, to 5,000,000,000 shares of common stock, par value $0.001 per share (the “Authorized Capital Increase”), which action was subsequently approved by the holders of a majority of the Company’s issued and outstanding stock on March 6, 2023. Pursuant to applicable securities laws, the Company does not plan to effect the Authorized Capital Increase until at least 20 days after a definitive information statement on Schedule 14C has been transmitted to the Company’s stockholders who did not previously consent to the Authorized Capital Increase.
Item 9.01 Financial Statements and Exhibits
| Exhibit
Number |
Exhibit Description | |
| 3.5 | Amendment to Certificate of Designation dated March 6, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATED: March 9, 2023 | By: | /s/ Emil Malak |
| Emil Malak | ||
| Chief Executive Officer |