Its official
9841 Washingtonian Boulevard, Suite 390
Gaithersburg, MD 20878
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
GENERAL INFORMATION STATEMENT
Gaithersburg, Maryland
April 20, 2019
mPhase Technologies, Inc. (the “Company”) is a New Jersey corporation with its principal executive offices located
at 9841 Washingtonian Boulevard, #390, Gaithersburg, MD 20878. The Company’s telephone number is (301) 329-
2700. This Information Statement is being sent to the Company’s stockholders (the “Stockholders”) by the board of
directors (the “Board of Directors”) to notify them about certain actions that the Board of Directors has taken that does
not require shareholder approval.
This notice and accompanying Information Statement has been filed with the Securities and Exchange Commission
and is furnished to the holders of shares (“Stockholders”)of common stock, no par value (“Common Stock”), of
mPhase Technologies, Inc., a New Jersey corporation (the “Company”) pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in
connection with the approval of the actions described below (the “Corporate Actions”) by the Board of Directors of
the Company. Written notice is being mailed to shareholders of record on or about April 20, 2019 that have not signed
up for e-delivery of Company Information.
1. The Board has approved an amendment to the Company’s Certificate of Incorporation, (the “Certificate of
Incorporation”) to (i) decrease the number of authorized shares of Common Stock of the Company to
250,000,000 shares from 125,000,000,000 shares (as adjusted to maintain the ratio described in Section 2
below) and (ii) increase the par value of the Common Stock and preferred stock to $0.01 from no par value;
and
2. The Board had granted discretionary authority to the Company’s Officers to amend the Certificate of
Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock,
pursuant to which the shares of Common Stock would be combined and reclassified into one share of
Common Stock at a ratio 1-for-5,000 (the “Reverse Stock Split”), provided that, (X) that the Company shall
not effect any Reverse Stock Split that changes the ratio of the percentage of authorized shares /outstanding
shares that existed immediately prior to such Reverse Stock Split , (Y) any Reverse Stock Split is completed
no later than May 10, 2021and (Z) such Amendment to the Certificate of Incorporation will be filed with the
State of New Jersey not earlier than the date FINRA completes processing the reverse split as a “Company
Action”. Such Reverse Stock Split shall become effective immediately on the date of the filing of said
Amendment to the Certificate of Incorporation with the State of New Jersey which shall occur not earlier
than May 10, 2019 or later than May 10, 2021.
To the Holders of Common Stock of mPhase Technologies, Inc.:
This Information Statement is to notify the Stockholders that on March 13, 2019 the Company’s Board of Directors
of the Company approved a 5000/1 Reverse Split of the Company’ authorized and issued and outstanding shares of
common stock , pursuant to Section 4A:7-15.1 of the New Jersey Business Corporation Law. Since the terms of the
Reverse Split will not change the ratio of the percentage of authorized shares/outstanding shares such action does not
require approval of the Stockholders of the Company under New Jersey law. The reverse split is subject to processing
by FINRA pursuant to FINRA Rule 6490 governing “Company Actions” that include reverse splits of a company’s
common stock.
Reasons for a Reverse Stock Split
The Board of Directors believes that it is in the interest of our shareowners and the Company for the Board to have
the authority to effect a reverse stock split for the following reasons:
• Raise our stock price to more attractive levels:
A higher stock price would return our share price to a price level typical of share prices of other widely owned
public companies. The Board of Directors believes that a higher share price of the Company’s common stock may
meet investment guidelines for certain
institutional investors and investment funds.
• Reduce transaction costs to our shareowners:
Our shareowners may benefit from relatively lower trading costs for a higher priced stock. We believe many
investors pay commissions when they buy or sell the Company’s common stock based upon the number of shares
traded. Because of our relatively low stock price, investors are required to pay more commissions to trade a fixed
dollar amount than they would have to pay if our stock price was higher. In addition, shareowners owning very few
shares may not have an economic way to sell their shares. If these shareowners are left with only fractional shares
as a result of a reverse stock split, their interests can be liquidated without transaction costs, as we would absorb
those costs.
Allow Shareholders to Deposit with their Broker newly issued shares of the Company’s common stock
Brokers and their Clearing Agents are not currently accepting deposits of newly issued shares of sub-penny stocks.
Very few brokers will accept such deposits of a stock with a price less than $1.00 per share. This inhibits the
ability of the Company to raise additional capital through sales of its common stock since investors face the
uncertainty of when and if the share price of the Company’s common stock will become eligible for deposit and
sale.
Timing and Effective Date
To effect a reverse stock split, the Company, upon the completion of processing of the Reverse Split by FINRA as
a “Company Action”, intends to immediately file an Amendment to its Certificate of Incorporation with the State
of New Jersey thereby giving effect to the Reverse Split. No action on the part of shareowners will be required to
either implement or abandon a reverse stock split. We will communicate to the public at the time of such filing the
effective date the final details of the reverse split.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING FOR A PROXY AND
YOU ARE NOT REQUESTED TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Anshu Bhatnagar
Anshu Bhatnagar
Chairman of the Board
