XDSL MPhase Technologies Inc (CE)

Item 1.01. Entry into a Material Definitive Agreement.

On December 2, 2019, mPhase Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “First Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $135,000 (including a $6,750 original issuance discount) (the “First Note”). The closing of the transaction contemplated by the First Securities Purchase Agreement occurred on December 3, 2019, the date the Company received net proceeds in the amount of $122,000 as a result of $6,250 being paid to reimburse the accredited investor for legal fees incurred with respect to this First Securities Purchase Agreement and First Note.

The First Note matures on December 2, 2020, bears interest at a rate of 8% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the First Note)) and is convertible into shares of the Company’s common stock, par value $0.01 per share, at a conversion price as specified in the First Note, subject to adjustment. The First Note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the First Note with certain prepayment penalties as set forth therein.

Also, on December 2, 2019, the Company entered into a second securities purchase agreement (the “Second Securities Purchase Agreement”) with an accredited investor pursuant to which the Company issued and sold a convertible promissory note in the principal amount of $78,000 (the “Second Note”). The closing of the transaction contemplated by the Second Securities Purchase Agreement occurred on December 4, 2019, the date the Company received net proceeds in the amount of $75,000 as a result of $3,000 being paid to reimburse the accredited investor for legal and due diligence fees incurred with respect to this Second Securities Purchase Agreement and Second Note.

The Second Note matures on December 2, 2020, bears interest at a rate of 8% per annum (increasing to 22% per annum upon the occurrence of an Event of Default (as defined in the Second Note)) and is convertible into shares of the Company’s common stock, par value $0.01 per share, at a conversion price as specified in the Second Note, subject to adjustment. The Second Note may be prepaid by the Company at any time prior to the 180th day after the issuance date of the Second Note with certain prepayment penalties as set forth therein.

The foregoing description of the First and Second Securities Purchase Agreements and the First and Second Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of those documents, which are attached as Exhibits 10.1 and 10.2, for the First Securities Purchase Agreement and First Note, respectively, and Exhibits 10.3 and 10.4, for the Second Securities Purchase Agreement and Second Note, respectively, to this Current Report on Form 8-K, and are hereby incorporated herein by reference.