Extensions were made until july 15, 2018 for XDSL to be current with the SEC. Can anyone tell me if they were current July 15? and if they were not, the agreement below states that this agreement can be cancelled by either party. I can not see any further extensions!!
If you read the agreement below it states that Scepter would receive 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 o.
My Question is: How many shares do the insiders hold and how many shares do the retailers/public hold.??? Do the insiders have 80% to meet this obligation???
There seems to be alot of escape hatches to this agreement were either party can cancel this LOI. Since we have not heard any news from XDSL , maybe the deal is not going to go through.!!!!!Especially if they dont have 80% of the shares!!!!???
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5 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): June 21, 2018
mPHASE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 000-24969 22-2287503
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
688 New Dorp Lane, Staten Island, New York 10306-4933
(Address of Principal Executive Offices) (ZIP Code)
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
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
? 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 entered into Amendment No. 2 to the LOI extending the time frame for the Company to become current in its SEC filings until April 30, 2018 under the LOI.
As of April 27, 2018 the Company and Scepter have entered into Amendment No. 3 to the LOI extending the time frame for the Company to become current in its SEC filings until May 31, 2018.
As of May 30, 2018 the Company and Scepter have entered into Amendment No. 4 to the LOI extending the time frame for the Company to become current in its SEC filings until June 15, 2018.
As of June 21,2018 the Company and Scepter have entered into Amendment No. 5 to the LOI extending the time frame for the Company to become current in its SEC filings until July 15, 2018
Item 9.01 Financial Statements and Exhibits
(d)
10.3 Amendment No. 5 to Letter of Intent
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.
Date: June 21, 2018 By: /s/ Martin S. Smiley
Martin S. Smiley
Executive Vice President,
Chief Financial Officer and
General Counsel
2
Exhibit 10.3
AMENDMENT NO.5 TO LETTER OF INTENT
mPhase Technologies, Inc.
688 New Dorp Lane,
Staten Island, New York 10306-4933
June 21, 2018
Scepter Commodities, LLC
9841 Washingtonian Blvd., Suite 390
Gaithersburg, MD 20878
Attention: Anshu Bhatnagar
Re: Amendment No. 5 to Letter of Intent (“LOI”)
Dear Anshu:
This Amendment No.5 (the “Amendment”) to our LOI Intent dated December 29, 2017, as amended on February 15, 2018, March 31, 2018, April 3, 2018 and May 30, 2018 hereby amends the LOI as follows:
1. The date on or before which we, mPhase Technologies, Inc. (the “Company”) will complete its outstanding reports with the Securities and Exchange Commission (the “SEC”) shall be July 15, 2018
2. All other terms shall remain intact.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
Please indicate your acceptance of the terms outlined in this Amendment.
Sincerely,
/s/ Martin Smiley
Martin Smiley
CFO and General Counsel of mPhase Technologies, Inc.
on behalf of the Sellers.
/s/ Ronald Durando
Ronald Durando
President and CEO
mPhase Technologies, Inc.
Accepted and Agreed To:
/s/ Anshu Bhatnager
Anshu Bhatnager
Scepter Commodities LLC
