Not good :(
On April 23, 2023, VoIP-Pal.com Inc. (the “Company”), Digifonica Intellectual Properties (DIP) Limited (the “Seller”) and Digifonica (International) Limited entered into an amendment (the “Amendment”) to the share transfer agreement between the parties originally dated June 25, 2013, and subsequently amended on July 18, 2013, October 6, 2013, October 31, 2013, November 25, 2013, March 17, 2014 and April 21, 2021 (collectively, the “STA”). Pursuant to the Amendment, the parties agreed to delete Section 5.5 of the STA, which required the Company to issue to the Seller or the Seller’s assignee warrants to purchase shares of the Company’s common stock (each. a “Warrant”) in a sufficient quantity such that when exercised, the shares of common stock issuable upon the exercise of the Warrants plus certain previously-issued shares of common stock held by the Seller, would equal 40% of the Company’s outstanding share capital,and replace it with substantially similar language plus a requirement for the Company to issue to the Seller that number of shares of the Series A preferred stock of the Company that would allow the Seller to retain voting rights equivalent to the same 40% interest.
In addition, the Amendment included an adjustment to the exercise price of the 621,470,562 Warrants issued and sold to the Seller on April 16, 2021, from $0.021 per share to a nominal price per share, which the board of directors of the Company (the “Board”) subsequently determined to be $0.001 per share. Each of the Warrants continues to be exercisable until April 16, 2031.
On March 6, 2023, the holders of a majority of the issued and outstanding stock of the Company 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”). On May 5, 2023, the Company formally completed the Authorized Capital Increase by filing a Certificate of Amendment with the Nevada Secretary of State, a copy of which is attached hereto as Exhibit 3.6.
Item 8.01 Other Events
On April 24, 2023, the Board approved an amendment to the exercise price of an aggregate of 410,000,000 previously-issued Warrants (collectively, the “2022 Warrants”) and an aggregate of 152,000,000 previously-issued stock options (collectively, the “Options”, and together with the 2022 Warrants, the “Issued Securities”) from $0.025 to $0.005 per share, and concurrently adopted an Option and Warrant Exercise Process and Share Sales Policy (the “Policy”),
