8-K - VPLM - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof report (Date of earliest event reported) April 12, 2021

VoIP-PAL.COMINC.

(ExactName of Registrant as Specified in Charter)

Nevada	000-55613	980184110
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7215 Bosque Blvd., Suite 102, Waco, TX	76710-4020
---	---
(Address of Principal Executive Offices)	(Zip Code)

1-954-495-4600

(Registrant’stelephone number, including area code)

N/A

(FormerName or Former Address, if Changed Since Last Report)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
N/A	N/A	N/A

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 [X]

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. [ ]

Item1.01 Entry into a Material Definitive Agreement

Item3.02 Unregistered Sale of Equity Securities

Item3.03 Material Modification to Rights of Security Holders

On April 12, 2021, 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 and March 17, 2014 (collectively, the “STA”). Pursuant to the Amendment, the parties agreed to delete Section 5.5 of the STA, which included anti-dilution language in favor of the Seller requiring the Company to issue shares of common stock to the Seller or the Seller’s assignee in the event that the Seller owned less than 40% of the Company’s outstanding share capital at any given time, and replace it with language requiring 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”) exercisable at a price of $0.021 per share instead. In addition, the Amendment provided that the rights of the Seller under the new Section 5.5 of the STA would automatically terminate effective April 1, 2021.

As a result of the Amendment, the Seller, which is a corporation controlled by Emil Malak, the President, Chief Executive Officer and a director of the Company, (a) caused one assignee (the “Assignee”) to surrender 513,535,229 shares of the Company’s common stock previously issued to the Assignee under Section 5.5 of the STA and at the Seller’s direction, to the treasury of the Company for cancellation, and (b) relinquished its right to a further 107,935,333 shares of the Company’s common stock that were issuable as of the date of the Amendment. In exchange, the Company issued an aggregate of 621,470,562 Warrants to the Assignee, each of which is exercisable into one share of the Company’s common stock at a price of $0.021 per share until April 16, 2031. The Assignee is a spousal trust of which Mr. Malak is a trustee.

The Warrants were offered and sold to the Seller and the Assignee in a private transaction in reliance upon the exemption from registration provided by Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance on Rule 903 of Regulation S was based on the fact that neither the Seller nor the Assignee is a “U.S. person” as that term is defined in Rule 902(k) of Regulation S, that the Assignee (through the Seller) acquired the Warrants for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that the Seller understood that the Warrants may not be sold or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, or an applicable exemption or exemptions therefrom.

In addition, on April 12, 2021, the Company and Mr. Malak entered into a debt settlement agreement (the “Debt Settlement Agreement”) pursuant to which Mr. Malak agreed to forgive an aggregate of $318,531 in accrued salary owing to him by the Company as of March 31, 2021 in exchange for the sum of $1.

As a result of the transactions described above, the Company currently has 1,600,347,863 Common shares issued and outstanding.

Copies of the Amendment and the Debt Settlement Agreement are attached hereto as Exhibits 10.3 and 10.4, respectively.

Item9.01 Financial Statements and Exhibits

Exhibit<br><br> <br>Number	Exhibit Description
10.3	Amendment<br> to Share Transfer Agreement between the Company, Digifonica Intellectual Properties (DIP) Limited and Digifonica (International)<br> Limited dated April 12, 2021
10.4	Debt<br> Settlement Agreement between the Company and Emil Malak dated April 12, 2021

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED:<br> April 20, 2021	By:	/s/ Emil Malak
		Emil<br> Malak
		Chief<br> Executive Officer
DATED:<br> April 20, 2021	By:	/s/ Kevin Williams
		Kevin<br> Williams
		Chief<br> Financial Officer

Exhibit10.3

Amendmentto Share Transfer Agreement

This Amendment (the “Amendment”) to the Share Transfer Agreement dated November 3, 2013, as amended (the “STA”) between VoIP-Pal.com Inc. (“Purchaser”), Digifonica Intellectual Properties (DIP) Limited and Digifonica (International) Limited (together, the “Seller”) (collectively the “Parties”) is entered into this 12^th^ day of April, 2021.

By mutual agreement of the Parties, the STA is amended as follows:

Section 5.5 of the STA is deleted in its entirety and replaced with:

5.5 **Share Dilution.**Should the Share Consideration at any material time, including after the Closing Date, represent less than forty (40) percent of the outstanding share capital of the Purchaser, the Purchaser shall issue share purchase warrants (“Warrants”) in the name of the Seller or the Seller’s assignee(s), as the Seller in his sole discretion will determine, each such Warrant to be exercisable to purchase one Common share (“Warrant Share”) at a price of US$0.021 per Warrant Share for a period of ten (10) years from the date of issue. The Purchaser must issue the Warrants in a sufficient quantity such that when exercised, the newly issued Warrant Shares plus the Share Consideration will value forty (40) percent of the outstanding share capital of the Purchaser.

The Purchaser acknowledges and represents that this Contract and the obligations of the Seller and the Company hereunder are sufficient consideration for the issuance of the Warrants and the Warrant Shares. This Section 5.5 continues to operate, regardless of whether the Purchaser is consolidated, amalgamated or otherwise has its share capital restructured, as well as whether additional investors and/or equity financing is introduced into the Purchaser. Notwithstanding the foregoing, the rights of the Seller under this Section 5.5 will automatically terminate at 11:59:59 PM Pacific Time on March 31, 2021.

This Amendment is agreed to and accepted this 12^th^ day of April, 2021.

VoIP-PAL.COM INC.
Per:	/s/ Kevin Williams
	Kevin<br> Williams
	CFO<br> & Director
DIGIFONICA (INTERNATlONAL) LIMITED
Per:	/s/ Emil Malak
	Emil<br> Malak
	Director
DIGIFONICA INTELLECTUAL PROPERTIES (DIP) LIMITED
Per:	/s/ Emil Malak
	Emil<br> Malak
	Director

Exhibit 10.4

DEBT SETTLEMENT AGREEMENT

THISAGREEMENT dated effective the 12^th^ day of April, 2021.

BETWEEN:	EMIL MALAK
	of<br> 3702 - 1211 Melville Street, Vancouver, BC V6E 0A7 CANADA
	(the<br> “Creditor”)
AND:	VOIP-PAL.COM INC.
	of<br> Suite 102, 7215 Bosque Blvd., Waco, TX 76710-4020 USA
	(the<br> “Company”)

WHEREAS

A.	The Creditor<br> is presently owed by the Company the amount of US$318,531.00 in accrued salary dating from Jan 1, 2019 to March 31, 2021 (the<br> “Debt”);
B.	The Parties<br> have agreed to settle the Debt by the payment of funds on the terms as set forth herein;

NOWTHEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby expressly acknowledged by each of the parties), the parties hereto covenant and agree with each other as follows:

1.	The Company<br> does hereby settle the full amount owing and payable as the Debt to the Creditor by the payment of US$1.00; and the Creditor hereby<br> acknowledges receipt of such payment and accepts it in full satisfaction of the Debt.
2.	The Creditor warrants to<br> the Company that: (i) the Debt is bona fide, presently outstanding and due to the Creditor, and that the same has not been previously<br> assigned; and (ii) there is no other debt or liability owed by the Company to the Creditor.
3.	In consideration of the<br> above, each of the Company and the Creditor does for itself and its heirs, executors, successors, and assigns, hereby release and<br> forever discharge the other and its directors, officers, agents, heirs, executors, successors, and assigns, of and from any and all<br> actions, causes of action, claims, suits, debts, demands, damages, costs, expenses and compensation of whatsoever nature and howsoever<br> arising whether known or unknown and whether at law or in equity and to which either may have against the other in any way resulting<br> or arising from or in any manner in connection with the Debt.

The Company does hereby settle the full amount owing and payable as the Debt to the Creditor by the payment of US$1.00; and the Creditor hereby acknowledges receipt of such payment and accepts it in full satisfaction of the Debt.

The Creditor warrants to the Company that: (i) the Debt is bona fide, presently outstanding and due to the Creditor, and that the same has not been previously assigned; and (ii) there is no other debt or liability owed by the Company to the Creditor.

In consideration of the above, each of the Company and the Creditor does for itself and its heirs, executors, successors, and assigns, hereby release and forever discharge the other and its directors, officers, agents, heirs, executors, successors, and assigns, of and from any and all actions, causes of action, claims, suits, debts, demands, damages, costs, expenses and compensation of whatsoever nature and howsoever arising whether known or unknown and whether at law or in equity and to which either may have against the other in any way resulting or arising from or in any manner in connection with the Debt.

INWITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

VoIP-PAL.COM INC.
by<br> its Authorized Signatory:
/s/ Kevin Williams	/s/ Emil Malak
KEVINWILLIAMS	EMIL MALAK