mPHASE TECHNOLOGIES, INC. (OTCMKTS:XDSL) Files An 8-K Other EventsItem 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. 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 |
MPHASE TECHNOLOGIES INC ExhibitEX-10.3 2 f8k122817a5ex10-3_mphasetech.htm AMENDMENT NO.5 TO LETTER OF INTENT Exhibit 10.3 AMENDMENT NO.5 TO LETTER OF INTENT mPhase Technologies,…To view the full exhibit click here
About mPHASE TECHNOLOGIES, INC. (OTCMKTS:XDSL)
mPhase Technologies, Inc. is focused on marketing its automotive battery jump starter designed for the mass market and developing new smart surface products through the sciences of microfluidics, microelectromechanical systems (MEMS) and nanotechnology. The Company is engaged in commercializing its nanotechnology-enabled product for military and commercial applications-The Smart NanoBattery providing Power On Command. Its battery technology, based on the phenomenon of electrowetting, offers a way to store energy and manage power. The platform technology behind the Smart NanoBattery is a porous nanostructured material used to repel and precisely control the flow of liquids. The material has a Smart Surface that can be designed for other product applications, including medical oxygen generation, hot/cold packs and emergency lighting. As of December 31, 2015, the Company had completed a Phase II Small Business Technology Transfer Program (STTR) grant.